EXHIBIT 99.1
EXECUTION COPY
Amendment
To
Employment Agreement
THIS AMENDMENT to the Employment Agreement (the "Employment
Agreement") by and between Park Place Entertainment Corporation (now known as
Caesars Entertainment, Inc.) (the "Company") and Xxxxxxx X. Xxxxxxxxxx (the
"Executive"), dated as of the "Split Date" (as defined in the Employment
Agreement), is made effective June 8, 2005.
WHEREAS, the Company, Xxxxxx'x Entertainment, Inc. ("Xxxxxx'x") and
Xxxxxx'x Operating Company, Inc., a wholly owned subsidiary of Xxxxxx'x
("HOC") have entered into the Agreement and Plan of Merger, dated as of July
14, 2004 (the "Merger Agreement"), pursuant to which, among other things, the
Company will merge with and into HOC (the transactions contemplated under the
Merger Agreement, the "Merger");
WHEREAS, in anticipation of the consummation of the Merger, the
Company and the Executive (with the consent of Xxxxxx'x) have agreed to
terminate the Employment Agreement effective as of immediately prior to the
consummation of the Merger and to provide for satisfaction of the Executive's
rights thereunder;
NOW, THEREFORE, by mutual agreement of the Company and the Executive,
the Employment Agreement is hereby amended by inserting as a new Section 14
thereof, the following:
14. TERMINATION OF AGREEMENT.
(a) The Agreement and the Employment Period shall terminate,
without further action being required on the part of either party
hereto, as of immediately prior to the consummation of the
transactions contemplated by the Agreement and Plan of Merger, dated
as of July 14, 2004, by and among the Company, Xxxxxx'x
Entertainment, Inc. ("Xxxxxx'x") and Xxxxxx'x Operating Company, Inc.
(such transaction, the "Merger"), subject to the actual consummation
of the Merger (the effective time of termination, the "Termination
"), subject to the payment by the Company of the benefits described
in Section 14(b) below.
(b) The Company and the Executive agree that immediately
prior to the consummation of the Merger the Company will pay or cause
to be paid to the Executive the following amounts pursuant to the
terms of the Agreement, subject to tax withholding as provided in
Section 11(d):
(i) in accordance with Section 5(a), a cash lump
sum equal to the sum of (A) the Accrued Obligations,
calculated to the Termination, (B) $299,000, in respect of
the Executive's rights to severance following a Change in
Control, and (C) all amounts previously deferred by the
Executive and not yet paid to the Executive as of the
Termination; and
(ii) in accordance with Section 9(c), a cash lump
sum equal to the Gross-Up Payment.
(c) In accordance with Section 5(a), the Executive's receipt
of the payments set forth in Section 14(b) above shall be conditioned
upon the Executive's execution, and non-revocation, of a Release
substantially in the form attached hereto as Annex 1. If the payments
set forth in Section 14(b) above are made prior to the expiration of
the revocation period, and Executive revokes the Release, the
Executive shall immediately repay all amounts received from the
Company pursuant to this Section 14.
(d) Each of the Company and the Executive acknowledges and
agrees that, notwithstanding any provision of the Agreement to the
contrary:
(i) the payments set forth in this Section 14 shall
be in full satisfaction of all of the Executive's rights
under the Agreement (other than any rights that the
Executive may have (1) in respect of the Incentive Options
granted pursuant to the provisions of Section 3(d), which
rights shall remain outstanding following the Termination in
accordance with the terms thereof and of the Stock Plan or
(2) to have his legal fees reimbursed in accordance with
Section 10); and
(ii) following Termination neither the Company nor
the Executive shall have further rights or obligations under
this Agreement, except as provided under Xxxxxxxx 0, 0(x),
(x), (x) and (g), and 10 (it being understood that nothing
in Section 7 shall be construed as preventing the Executive
from providing services in any capacity, including, without
limitation, as an officer, director or employee, to Hilton
Hotels Corporation or Xxxxxx'x Entertainment Inc., or any
subsidiary or affiliate of either of the foregoing).
Except as provided in this Amendment, the Agreement shall remain in
full force and effect until the Termination.
This Amendment may be executed in counterparts, each of which shall
constitute an original, and said counterparts shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the Company's authorized representative and the
Executive have set their hands as of the date first set forth above.
CAESARS ENTERTAINMENT, INC.
/s/ Xxxxxxx X. XxXxxx, Xx.
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By: Xxxxxxx X. XxXxxx, Xx.
Title: Executive Vice President
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
