EXHIBIT 10(47)
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HARRAH'S ENTERTAINMENT, INC
1990 Restricted Stock Plan
PARTICIPATION AWARD
THIS CERTIFIES THAT the Human Resources Committee of the Board of Directors
of Harrah's Entertainment, Inc. has awarded _______________________ shares
of restricted stock to ________________________________________ in
accordance with the Company's 1990 Restricted Stock Plan, as amended.
Original Grant Date: ___________________
Vesting Schedule
The restrictions on these shares will lapse
in the annual installments as shown at
right if the participant is actively employed
with the Company on the vesting date.
This award is subject to the terms and conditions of the Company's 1990
Restricted Stock Plan, as it may be amended from time to time. A brief
summary of certain of the terms and conditions that apply to this award is
on the reverse side of this award. This document constitutes part of a
prospectus covering securities that have been registered under the
Securities Act of 1933.
DATED as of this _______ day of___________________, 19_______.
HARRAH'S ENTERTAINMENT, INC.
/s/ Rebecca W. Ballou /s/ Michael D. Rose
- ---------------------------------- ----------------------------------
Secretary Chairman of the Board
SUMMARY OF CERTAIN CONDITIONS
1. The stock certificates representing this award will be held by the
Company until the restrictions are lifted.
2. During the restricted period, the shares may not be sold, assigned,
pledged, encumbered or used as collateral for a loan. After the
shares vest, the stock certificates representing such shares may
contain a restrictive legend as required by law.
3. If the participant voluntarily or involuntarily terminates active
employment with the Company or its subsidiaries for any reason before
the restrictions have been removed (except for death or disability as
provided in Paragraph 4 below), then, subject to any contractual
provisions, the terms of the Plan or the Administrative Regulations
thereunder, all shares covered by the restrictions at that time will
be automatically forfeited to the Company.
Reference is made to the vesting acceleration provisions in the Plan's
Administrative Regulations, which provisions are applicable upon a
"Change in Control" (as defined in, and subject to, such Regulations).
4. If employment ceases because of death or disability (as disability is
defined in the Plan's Administrative Regulations), then, subject to
any contractual provisions, the terms of the Plan or the
Administrative Regulations thereunder, the restrictions on 50% of the
shares remaining under restriction at that time will be removed.
5. The rights of the participant are not transferable other than by will
or the laws of descent and distribution in accordance with the Plan's
provisions.
6. The participant will be entitled to vote and receive dividends on the
restricted shares.
7. ALL TERMS AND CONDITIONS OF THE HARRAH'S ENTERTAINMENT, INC. 1990
RESTRICTED STOCK PLAN AND THE ADMINISTRATIVE REGULATIONS THEREUNDER,
AS AMENDED FROM TIME TO TIME, ARE INCORPORATED HEREIN BY REFERENCE.
ANY CONFLICT OR QUESTION OF INTERPRETATION SHALL BE GOVERNED BY THE
PROVISIONS OF THE PLAN, THE PLAN'S ADMINISTRATIVE REGULATIONS AND THE
DECISIONS OF THE HUMAN RESOURCES COMMITTEE.
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HARRAH'S ENTERTAINMENT, INC.
1990 Restricted Stock Plan
PARTICIPATION AWARD
THIS CERTIFIES THAT _________________________________________ has been
awarded __________________ shares of restricted stock in accordance with
the Company's 1990 Restricted Stock Plan, as amended.
Annual Vesting Schedule
The restrictions on these shares will lapse
in the annual installments as shown at the
right if the participant is a member of the
Board of Directors of the Company on the
applicable April 1 vesting date.
This award is subject to the terms and conditions of the Company's 1990
Restricted Stock Plan, as amended. A brief summary of certain of the terms
and conditions that apply to this award is on the reverse side of this
award. This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
DATED as of this ___________ day of _____________________, 19_______.
HARRAH'S ENTERTAINMENT, INC.
/s/ Rebecca W. Ballou /s/ Michael D. Rose
- ---------------------------------- -------------------------------
Secretary Chairman of the Board
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SUMMARY OF CERTAIN CONDITIONS
1. The stock certificates representing this award will be held by the
Company until the restrictions are lifted.
2. During the restricted period, the shares may not be sold, assigned,
pledged, encumbered or used as collateral for a loan. After the
shares vest, the stock certificates representing such shares may
contain a restrictive legend as required by law.
3. Unvested restricted shares granted to non-employee directors shall be
forfeited when the director's Board service terminates except all
restricted shares shall vest upon: (a) a Change in Control of the
Company (as defined in the Plan's Administrative Regulations); or (b)
upon such person's death, or permanent and total disability as
determined by a licensed physician.
4. The rights of the participant are not transferable other than by will
or the laws of descent and distribution in accordance with the Plan's
provisions.
5. The participant will be entitled to vote and receive dividends on the
restricted shares represented by this award.
6. ALL TERMS AND CONDITIONS OF THE HARRAH'S ENTERTAINMENT, INC. 1990
RESTRICTED STOCK PLAN AND THE PLAN'S ADMINISTRATIVE REGULATIONS, AS
AMENDED, ARE INCORPORATED HEREIN BY REFERENCE. ANY CONFLICT OR
QUESTION OF INTERPRETATION SHALL BE RESOLVED BY THE PROVISIONS OF THE
PLAN OR ITS ADMINISTRATIVE REGULATIONS.