EXHIBIT 10(53)
EXECUTIVE DEFERRED COMPENSATION PLAN (EDCP)
EXECUTIVE PARTICIPATION AGREEMENT
Agreement made this day of ,
-------------------------- -------------------------
19 , between (Participant) and Harrah's
---- -------------------------------
Entertainment, Inc. (the Company) relating to the Company's Executive Deferred
Compensation Plan (the Plan), as it may be amended from time to time, for the
plan year beginning on January 1 and ending December 31 following the date
designated above (the Year of Deferral). This agreement relates to deferral of
compensation payable by the Company or its direct or indirect subsidiaries for
the Year of Deferral.
1. Deferral Elections
A. Salary Deferral (maximum 25%; minimum 4%)
I hereby elect to defer % of my base salary payable to me
------
commencing January 1 of the Year of Deferral and ending December 31
of the Year of Deferral.
B. Annual Bonus Deferral (maximum 50% of bonus)
I hereby elect to defer % of my annual bonus payable to me in
-------
the Year of Deferral.
2. Method of Deferral for Salary
(Deferrals for bonus will be withheld directly from the bonus cash
payment.)
I hereby elect to make my salary deferral for the coming Year of Deferral
as follows (select one):
A. Entire salary deferral for the year will come out of salary
------
pro-rata during the Year of Deferral.
B. Entire salary deferral for the year will come out as 100% of
------
first available pay during the Year of Deferral and then from any
annual bonus payable in that same year if necessary and available. If
a salary increase occurs during the Year of Deferral, the indicated
deferral percentage will also be deducted pro-rata during the balance
of the year from the salary increase.
C. Entire salary deferral for the year will come out of annual
------
bonus payable in the Year of Deferral, if available, and if my
available bonus is insufficient to cover the deferral, the balance
will come pro-rata out of paychecks received after the bonus payment
date during that same year.
3. Method of Benefit Payment
I hereby elect to receive benefits from this election in the following form
(select A or B):
A. I elect to receive benefits at the time I leave employment with
-----
the Company or its subsidiaries. The benefits should be paid in the
following form (must total 100%):
% Indicate percent of account balance desired in lump sum
------
(payable within 60 days after termination).
% Indicate percent of account balance to be paid in monthly
------
payments over years (maximum 15 years).
-----
B. I elect to receive 50% of the deferral amount during each of the
-----
8th, 9th, 10th, and 11th years following the year of this election. I
realize that if I terminate prior to or during the 8th through 11th
years, my entire account balance will be paid to me according to the
method chosen below for payment of the balance of my account when I
leave employment. The balance of any benefit to be payable in the
following form when I leave employment (must total 100%):
% Indicate percent of account balance desired in lump sum
------
(payable within 60 days after termination).
% Indicate percent of account balance to be paid in monthly
------
payments over years (maximum 15 years).
-------
I understand that leaving employment means discontinuation or removal from the
employee payroll of the Company or its subsidiaries unless otherwise agreed by
the Company.
Upon death, my beneficiary will receive payment according to plan rules.
Deferrals as elected may not be permitted if this signed agreement is not
received by the Company on or before December 31 of the year prior to the Year
of Deferral or such other date as may be designated by the Company.
I understand that, subject to the provisions of the Plan, my elections under
this agreement are irrevocable by me. For this election and all previous
elections and subject to any agreements applicable to me, I agree to be bound by
the terms of the Plan, as they may be amended from time to time, which are
incorporated herein by reference. This agreement and all previous EDCP election
agreements shall be governed by Tennessee law and by federal law as applicable.
Employee
Your Signature
------------------------------
Printed Name
--------------------------------
Address
-------------------------------------
- ---------------------------------------------
- ---------------------------------------------
Social Security Number
----------------------
Harrah's Entertainment, Inc.
By
------------------------------------------
Title
---------------------------------------
Election Not To Participate
I do not wish to defer any base salary payable to me with respect to
the Year of Deferral.
Date
----------------------------------------
Employee's Signature
------------------------
EXECUTIVE DEFERRED COMPENSATION PLAN (EDCP)
DIRECTOR PARTICIPATION AGREEMENT
FOR JANUARY 1 - APRIL 30, 1996
Agreement made this day of ,
-------------------------- -------------------------
19 , between (Participant) and Harrah's
---- -------------------------------
Entertainment, Inc. (the Company) relating to the Company's Executive Deferred
Compensation Plan (the Plan), as it may be amended from time to time for part of
the plan year of 1996 (the Year of Deferral) beginning on January 1 and ending
April 30 following the date of this agreement.
1. Deferral Election
Fee Deferral (maximum 100%; minimum 15%)
I hereby elect to defer % of any fees paid to me for my Board
-------
service commencing January 1 of the Year of Deferral and ending April 30 of
the Year of Deferral.
2. Form of Benefit Payment
I hereby elect to receive benefits from this election in the following form
(select A or B):
A. I elect to receive benefits at the time I leave my directorship
-----
with the Company. The benefits should be paid in the following form:
Lump sum (payable within 60 days after directorship
-----
termination).
Equal monthly payments over years (maximum 15 years).
----- ----
B. I elect to receive 50% of the deferral amount during the 8th,
-----
9th, 10th, and 11th years following the year of this election. If I
terminate as a director prior to or during the 8th through 11th years,
my entire account will be paid out according to the method chosen
below for payment of the balance of my account when I leave my
directorship. The balance of any benefit to be payable in the
following form when I leave my directorship:
Lump sum (payable within 60 days after directorship
-----
termination).
Equal monthly payments over years (maximum 15 years).
----- ----
Deferrals as elected may not be permitted if this signed agreement is not
received by the Company prior to the commencement of the Year of Deferral or on
or before a designated date prior to the Year of Deferral.
I understand that, subject to the provisions of the Plan, my elections under
this agreement are irrevocable by me. For this election and all previous
elections, I agree to be bound by the terms of the Plan, as amended from time to
time, which are incorporated herein by reference. This agreement and all
previous EDCP election agreements shall be governed by Tennessee law and by
federal law as applicable.
Director
Your Signature
------------------------------
Printed Name
--------------------------------
Address
-------------------------------------
- ---------------------------------------------
- ---------------------------------------------
Social Security Number
----------------------
Harrah's Entertainment, Inc.
By
------------------------------------------
Title
---------------------------------------
I do not wish to defer fees payable with respect to 1996.
Date
----------------------------------------
Participant's Signature
---------------------