EX-10.137



 Exhibit 10.137 

EMPLOYMENT AGREEMENT 

This Employment Agreement (this “Agreement”) is entered into as of April 14, 2014 (the “Effective
Date”), by and between Caesars Entertainment Operating Company, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada (together with its successors and assigns, the “Company”) and Robert J. Morse
(“Executive”). 
 1. Term of Employment. The Company hereby agrees to employ Executive under this Agreement, and
Executive hereby accepts such employment, for the Term of Employment (as defined below). The Term of Employment shall commence as of the Effective Date and shall end on the fourth (4th)
anniversary of the Effective Date unless terminated earlier by either party in accordance with Section 7 of this Agreement; provided that, on the fourth anniversary of the Effective Date and each anniversary of the Effective Date thereafter,
the employment period shall be extended by one year unless, at least six (6) months prior to such anniversary, the Company or Employee delivers a written notice (a “Notice of
Non-Renewal”) to the other party that the employment period shall not be so extended (the Initial Term as from time to time extended or renewed, the “Term of Employment”). 

2. Position, Duties, and Responsibilities. 

(a) During the Term of Employment, Executive shall serve as the President of Hospitality for the Company, reporting to the Gary Loveman, Chief
Executive Officer of the Company (the “CEO”), and shall perform such lawful duties consistent with his title and position as are specified from time to time by the Company. 

(b) During the Term of Employment, Executive shall perform Executive’s duties faithfully and to the best of Executive’s abilities
and shall devote all of Executive’s business time and attention, on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use Executive’s best efforts to advance the best
interests of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality, insider trading, code of conduct and business
ethics, and other employment- related policies as are from time to time in effect (collectively, and as amended or modified from time to time by the Company, the “Policies”). 

(c) During the Term of Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the Company, and
Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined
below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the
positions listed on Exhibit A attached hereto, Executive may engage in such activities so long as such activities do not interfere with the proper performance of Executive’s duties and responsibilities hereunder and/or otherwise conflict
with any of the Policies of the Company or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (whether as an employee,
consultant, or otherwise) with any other Person (as defined below). 







 (d) Executive’s services hereunder shall be performed by Executive in the Company’s
principal offices located in Clark County, Nevada or such other location as serves as Executive’s primary office; provided, that, Executive may be required to travel for business purposes during the Term of Employment. 

(e) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the
termination of Executive’s employment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions Executive then holds with the Company and any of its Subsidiaries
and Affiliates, including membership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined
below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns,
directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or
“person” means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate,
company, committee, government or governmental subdivision or agency, or other entity, in each case, whether or not for profit. 
 3.
Base Salary. During the Term of Employment, the Company shall pay Executive an annualized base salary of $850,000, minus applicable deductions and withholdings (“Base Salary”), payable in accordance with the regular payroll
practices applicable to executives of the Company. During the Term of Employment, the Base Salary shall be subject to annual review by the Company, in its sole discretion, for possible increase and any such increased Base Salary shall constitute
“Base Salary” for purposes of this Agreement. Executive shall not be entitled to receive any additional consideration for service during the Term of Employment as a member of the Board or the board of any of the Company’s Subsidiaries
or Affiliates. 
 4. Bonus and LTIP. 

(a) During the Term of Employment, Executive shall participate in the Company’s Annual Management Bonus Plan (the “AIP”)
and be eligible to receive a bonus (the “Bonus”) based upon the achievement of individual performance objectives and company performance objectives as determined by the Board. The Bonus, if any, shall be paid in accordance with the
terms of the AIP; provided, that, the Bonus shall not be considered earned for any purpose unless Executive is still employed by the Company on (and has not given or received a Notice of Termination (as defined below) prior to) the
payment date. 
 (b) Executive shall be eligible to participate in the Company’s Long Term Incentive Program, (“LTIP”),
except as follows: To the extent that Executive is entitled to any long term incentive in his first year of employment pursuant to the LTIP, such incentive shall be in the form of 100% restricted stock, rather than a portion in restricted stock and
a portion in stock 

  
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options. In addition, Executive shall receive a one-time sign-on grant in the amount of $750,000 within sixty
(60) days of the Effective Date, and in accordance with such other terms as set forth in the LTIP. 
 5. Claw-Back.
Notwithstanding any provision in this Agreement to the contrary, amounts payable hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under (A) the Policies or any claw-back policy adopted by the Company,
(B) the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and rules, regulations, and binding, published guidance thereunder, which legislation provides for the clawback and recovery of incentive compensation in the event
of certain financial statement restatements and (C) the Sarbanes-Oxley Act of 2002. If pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”), the Company (or any of its Subsidiaries or
Affiliates) would not be eligible for continued listing, if applicable, under Section 10D(a) of the Act if it (or they) did not adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required,
any incentive-based compensation payable to Executive under this Agreement or otherwise shall be subject to claw-back in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Act, as interpreted by rules of the
Securities Exchange Commission. Nothing in this provision is intended to supersede any existing or future claw-back provision adopted or amended by the Company, including, but not limited to the provision set forth in the Company’s Omnibus
Incentive Plan. 
 6. Other Benefits. In addition to the benefits otherwise described in Exhibit C, Employee shall be entitled
to, and Company shall pay or incur the cost thereof, each of the following: 
 (a) Employee Benefits. During the Term of Employment,
Executive shall be entitled to participate in such employee benefit plans and insurance programs made available generally to executives of the Company, or which it may adopt from time to time, for its executives, in accordance with the eligibility
requirements for participation therein. Nothing herein shall be construed as a limitation on the ability of the Company to adopt, amend, or terminate any such plans, policies, or programs. 

(b) Vacations. During the Term of Employment, Executive shall be entitled to paid vacation in accordance with the normal vacation
policies of the Company, as applicable to employees at Executive’s level. 
 (c) Reimbursement of Business and Other Expenses.
During the Term of Employment, Executive is authorized to incur reasonable expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse Executive for all such expenses, subject
to documentation and subject to the policies of the Company relating to expense reimbursement. 
 (d) D&O Insurance. During the
Term of Employment, the Company shall provide Executive with Director’s and Officer’s indemnification insurance coverage in accordance with the terms of the Company’s policies as in effect from time to time, which policies may be
subject to change during the Term of Employment. 

  
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 7. Termination of Employment. Executive’s employment hereunder may be terminated
prior to the end of the Term of Employment under the following circumstances, and any such termination shall not be, nor be deemed to be, a breach of this Agreement: 

(a) Death. Executive’s employment hereunder shall terminate upon Executive’s death. 

(b) Disability. The Company shall have the right to terminate Executive’s employment hereunder for Disability (as defined below).
“Disability” shall mean Executive’s inability to perform Executive’s duties hereunder on a full-time basis for a period of ninety (90) days during any three hundred sixty-five (365) day period, as a result of
physical or mental incapacity as determined by a medical doctor reasonably selected in good faith by the Company. Any action taken pursuant to this Section 7(b) shall be in accordance with the Americans with Disabilities Act. 

(c) For Cause. The Company shall have the right to terminate Executive’s employment for Cause. Upon the reasonable belief (as set
out in a concomitant notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for suspension of Executive’s
employment) by the Company that Executive has committed an act (or has failed to act in a manner) which constitutes Cause, the Company may immediately suspend Executive from Executive’s duties herein and bar Executive from its premises during
the Company’s investigation of such acts (or failures to act) and any such suspension shall not be deemed to be a breach of this Agreement by the Company and/or otherwise provide Executive a right to terminate Executive’s employment for
Good Reason (the “Investigation Period”); provided, however, that the Company shall have the right to terminate Executive’s employment for Cause immediately and nothing in this Agreement shall require the Company
to provide an Investigation Period or otherwise provide advance notice of termination for Cause. For purposes of this Agreement, “Cause” shall mean (i) Executive’s conviction of or guilty plea or plea of no contest to a
felony or a crime involving moral turpitude (or its equivalent under applicable law); in the event Executive is charged with a felony or other crime involving moral turpitude (or its equivalent under applicable law), Company shall have the right to
suspend Executive from Executive’s duties herein, with or without pay, and bar Executive from its premises during the pendency of the criminal case, and any such suspension shall not be deemed to be a breach of this Agreement by the Company
and/or otherwise provide Executive a right to terminate Executive’s employment for Good Reason; (ii) conduct by Executive that constitutes fraud or embezzlement, or any acts of dishonesty in relation to Executive’s duties with the
Company, (iii) Executive’s gross negligence, bad faith or willful misconduct which causes either reputational or economic harm to the Company or its Subsidiaries or its Affiliates as determined by the Company in its sole discretion, for
purposes of this Section 7(c)(iii), “gross negligence, bad faith or willful misconduct” may include: violation of the Company’s anti-harassment and anti-discrimination policies; failure to comply with any regulatory requirements
applicable to Executive’s job duties; failure to comply with internal reporting requirements, including but not limited to compliance obligations, or breach of Executive’s confidentiality obligations. The foregoing are examples and not
necessarily an exhaustive list of conduct that may comprise gross negligence, bad faith or willful misconduct, (iv) Executive’s refusal or failure to perform Executive’s job duties as determined by the Company in its sole discretion;
with respect to 

  
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Executive’s failure to perform his job duties, Company may terminate Employee’s employment for cause only if, within thirty (30) days after Company provides written notice to
Executive setting forth the job duties Executive has failed to perform and Executive fails to cure, if curable, all items set forth in said written notice; (v) Executive’s knowing misrepresentation of any material fact that the Company
reasonably requests, (vi) Executive being found unsuitable for, or having been denied a gaming license or having such license revoked by a gaming regulatory authority in any jurisdiction in which the Company, Caesars Entertainment Corporation,
or any of their respective Subsidiaries or Affiliates conducts operations, (vii) Executive’s violation, as determined by the Company, of any securities or employment laws or regulations, or (ix) In addition to the foregoing reference
in Section 7(c)(iii), Executive’s breach of Executive’s obligations under this Agreement or violation of the Policies as determined by the Company in its sole discretion; with respect to Executive’s breach of Executive’s
obligations under this Agreement, Company may terminate Employee’s employment for cause only if, within thirty (30) days after Company provides written notice to Executive setting forth the specific breach or breaches and Executive fails
to cure, if curable, all items set forth in said written notice. 
 (d) Without Cause. The Company shall have the right to terminate
Executive’s employment hereunder without Cause, at any time and for any reason or no reason, by providing Executive with a Notice of Termination at least thirty (30) days prior to the effective date of such termination. 

(e) By Executive. Executive shall have the right to terminate Executive’s employment hereunder without Good Reason (as defined
below) by providing the Company with a Notice of Termination at least thirty (30) days prior to such termination. Executive also shall have the right to terminate Executive’s employment hereunder with Good Reason as set forth herein. For
purposes of this Agreement, Executive shall have “Good Reason” to terminate Executive’s employment if, (i) within thirty (30) days after Executive knows (or has reason to know) of the occurrence of any of the
following events, Executive provides written notice to the Company requesting that it cure such events, (ii) the Company fails to cure, if curable, such events within sixty (60) days following such notice, and, (iii) within ten
(10) days after the expiration of such cure period, Executive provides the Company with a Notice of Termination: (A) a material reduction in Executive’s Base Salary other than a reduction that applies to a similarly situated class of
employees of the Company or its Subsidiaries or Affiliates; (B) a material diminution in Executive’s duties or responsibilities for a period of more than forty-five (45) days (not including any Investigation Period); or (C) a
material breach by the Company of any of its material obligations to the Executive under this Agreement. 
 (f) Due to Expiration of the
Term of Employment. The Term of Employment shall terminate upon the expiration of the then current Term of Employment in the event that either Party delivers a Notice of Non-Renewal to the other Party in
accordance with Section 1 of this Agreement. 
 8. Termination Procedure. 

(a) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Term of Employment
(other than termination pursuant to Section 7(a)), including a Notice of Non-Renewal pursuant to Section 1, shall be communicated 

  
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by written Notice of Termination in accordance with Section 15 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. 

(b) Date of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by
Executive’s death, the date of Executive’s death, (ii) if Executive’s employment is terminated pursuant to Section 7(b), fifteen (15) days after Notice of Termination is delivered to Executive, (iii) if Executive’s
employment is terminated by a Notice of Non-Renewal pursuant to Section 1, the last day of the then current Term of Employment (which shall be at least ninety (90) days after such Notice of Non-Renewal is delivered), (iv) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such notice (but within ninety
(90) days after the giving of such notice), and (v) if Executive’s employment is terminated pursuant to Section 7(d), thirty (30) days after Notice of Termination is delivered to Executive; provided, however, that
the notice period for a termination by Executive without Good Reason shall be at least thirty (30) days after the giving of such Notice of Termination. 

9. Compensation Upon Termination. In the event Executive’s employment terminates prior to the expiration of the Term of
Employment, the Company shall provide Executive with the payments and benefits set forth below. The payments described herein shall be in lieu of any other severance or termination benefits that Executive may otherwise have been eligible to receive
under any severance policy, plan, or program maintained by the Company or its Subsidiaries or Affiliates or as otherwise mandated by law. To the extent that the Company and/or its Subsidiaries or Affiliates are required to pay Executive severance or
termination pay under any such severance policy, plan, program, or applicable law, the amounts payable hereunder shall be reduced, but not below zero, on a dollar for dollar basis. 

(a) Termination for Cause, or Without Good Reason, or Upon Expiration of the Agreement Due to Executive’s Issuance of a Notice of Non-Renewal. If Executive’s employment is terminated by the Company for Cause, or by Executive without Good Reason, or upon expiration of the Term of Employment due to Executive’s issuance of a Notice
of Non-Renewal pursuant to Section 7(f) of this Agreement: 
 (i) within ten
(10) business days following such termination, the Company shall pay to Executive any unpaid Base Salary earned through the Date of Termination; 

(ii) within thirty (30) days following such termination, the Company shall reimburse Executive pursuant to Section 6(c)
for reasonable expenses incurred but not paid prior to such termination of employment; and 
 (iii) the Company shall provide
to Executive other or additional benefits (if any), in accordance with the then-applicable terms of any then- applicable plan, program, agreement or other arrangement of any of the Company, or of any of its Subsidiaries or Affiliates, in which
Executive participates (the 

  
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rights described in sub-clauses (i), (ii), and (iii) are collectively referred to as the “Accrued Obligations”). Thereafter, the
Company shall have no further obligation under this Agreement or otherwise to Executive or Executive’s legal representatives or estate except as required by any applicable law. 

(b) Death. If Executive’s employment is terminated due to Executive’s death during the Term of Employment, Executive or
Executive’s beneficiary, legal representative, or estate shall receive the Accrued Obligations. Thereafter, the Company shall have no further obligation under this Agreement to Executive or Executive’s beneficiaries, legal representatives
or estate except as otherwise required by applicable law. 
 (c) Termination Without Cause, or For Good Reason, or upon Expiration of
tire Term of Employment, due to Company’s Issuance of a Notice of Non-Renewal, or for Disability. In the event that Executive’s employment under this Agreement is terminated by the Company
without Cause under Section 7(d) of this Agreement, by Executive with Good Reason under Section 7(e) of this Agreement, upon expiration of the term of Employment due to Company’s issuance of a Notice of
Non-Renewal pursuant to Section 7(f) of this Agreement, or for Disability during the Term of Employment, the Company shall pay or provide to Executive the Accrued Obligations and, subject to Executive’s
signing a separation agreement and release in the form attached hereto as Exhibit B (with such changes as may be necessary due to applicable law) (the “Release”) within twenty-one
(21) days or forty-five (45) days, whichever period is applicable under the ADEA (as defined in Exhibit B) following the Date of Termination, and not revoking the Release within seven (7) days of signing it, the Company shall
pay to Executive (i) in the event such termination occurs within the first two years of Executive’s employment, a severance amount equal to Executive’s monthly rate of Base Salary (i.e., 1/12 of Executive’s annual rate of Base
Salary) for each of twenty four (24) months; or (ii) in the event that such termination occurs following the first two years of employment, a severance amount equal to Executive’s monthly rate of Base Salary for each of eighteen
(18) months (the “Severance Period”) commencing on the sixtieth (60th) day following the Date of Termination, in accordance with the Company’s regular payroll practices;
provided, that, the Company may cease making the payments under this Section 9(c) (in addition to asserting any other rights it may have in law of equity) (i) if Executive is in breach of any of Executive’s obligations under
Section 10 of this Agreement and Executive has failed to cure such breach, if curable, within ten (10) days following the Company’s notice to Executive of such breach; or (ii) if Executive is in breach of any of the terms of the
Release. If applicable, Employee will be entitled to receive the benefits set forth on Exhibit C hereto during the Severance Period. 

(d) Offset. In the event of any termination of Executive’s employment under this Agreement, the Company is specifically authorized
to offset against amounts due to Executive under this Agreement or otherwise on account of any claim that any of the Company or any of its Subsidiaries or Affiliates may have against Executive. 

(e) Executive Options and Option Shares. Options and Option Shares, if any, will be treated in accordance with the terms of the plan
pursuant to which the Options and Option Shares were awarded. 

  
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 10. Restrictive Covenants and Confidentiality. 

(a) Acknowledgments. Executive acknowledges that: (i) as a result of Executive’s employment by the Company, Executive has
obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Company and its Subsidiaries and Affiliates at substantial expense and the Confidential Information
constitutes valuable proprietary assets of the Company; (iii) the Company and its Subsidiaries and Affiliates will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term of Employment or
thereafter, Executive should engage in or assist a Competitive Business (as defined herein) in violation of the provisions of this Agreement; (iv) the nature of the Company’s and its Subsidiaries’ and Affiliates’ business is such
that it can be conducted anywhere in the world and is not limited to a geographic scope or region; (v) the Company and its Subsidiaries and Affiliates will suffer substantial damage which will be difficult to compute if, during the Term of
Employment or thereafter, Executive should solicit or interfere with the Company’s or its Subsidiaries’ or Affiliates’ employees, clients, or customers or should divulge Confidential Information relating to the business of the Company
or its Subsidiaries or Affiliates; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company and its Subsidiaries and Affiliates; (vii) the Company would not have hired or
continued to employ Executive or grant the benefits contemplated under this Agreement unless Executive agreed to be bound by the terms hereof; and (viii) the provisions of this Agreement will not preclude Executive from other gainful employment
following Executive’s termination from the Company. “Competitive Business” as used in this Agreement shall mean any business which competes, directly or indirectly, with the Company’s or its Subsidiaries’ or
Affiliates’ business of operating managing, or providing goods or services relating to casino resort operations and gaming, to casinos, casino/resorts, casino/hotels, internet gaming, other gaming venture or entity, or any other material
business line(s) engaged in by the Company of any of its Subsidiaries or Affiliates as of the Date of Termination. “Confidential Information” as used in this Agreement shall mean any and all confidential and/or proprietary
knowledge, data, or information of the Company or any Subsidiary or Affiliate, including, without limitation, any: (A) food and beverage procedures, recipes, finances, financial management systems, player identification systems (Total Rewards),
pricing systems, organizational charts, salary and benefit programs, or training programs, (B) trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source or object codes, data, programs, software source
documents, data, film, audio and digital recordings, works of authorship, know-how, improvements, discoveries, developments, designs or techniques, intellectual property or other work product of the Company or
any Affiliate, whether or not patentable or registrable under trademark, copyright, patent, or similar laws; (C) information regarding plans for research, development, new service offerings and/or products, marketing, advertising, and selling,
distribution, business plans, business forecasts, budgets, and unpublished financial statements, licenses, prices, costs, suppliers, customers, or distribution arrangements; (D) non-public information
regarding and collected from employees, suppliers, customers, clients, suppliers, vendors, agents, and/or independent contractors of the Company or any Subsidiary or Affiliate; (E) concepts and ideas relating to the development and distribution
of content in any medium or to the current, future, or proposed business opportunities, products or services of the Company or any Subsidiary or Affiliate; or (F) any other information, data, or the like that is designated as confidential or
treated as confidential by the Company or any of its Subsidiaries or Affiliates. 

  
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 (b) Confidentiality. In consideration of the compensation and other items of benefit
provided for in this Agreement, Executive agrees not to, at any time, either during the Term of Employment or thereafter, divulge, post, use, publish, or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any
other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except (i) as may be necessary to the performance of Executive’s duties hereunder, (ii) with the express written
consent of the Company’s CEO or General Counsel, (iii) to the extent that any such information is in or becomes in the public domain other than as a result of Executive’s breach of any of obligations hereunder, or (iv) where
required to be disclosed by court order, subpoena or other government process and in such event, provided that Executive notifies the Company in writing in accordance with Section 14 below within three (3) days of receiving such order,
subpoena, or process, cooperates with the Company in seeking an appropriate protective order and in attempting to keep such information confidential to the maximum extent possible. Executive agrees to promptly deliver to the Company the originals
and all copies, in whatever medium, of all such Confidential Information in Executive’s possession, custody or control. 
 (c) Non-Compete. In consideration of the compensation and other items of benefit provided for in this Agreement, Executive covenants and agrees that during the Term of Employment and for a period of eighteen
(18) months following the Date of Termination of Executive’s employment for any reason, or from the entry by a court of competent jurisdiction of a judgment enforcing this Section, whichever of the foregoing is last to occur (the
“Restricted Period”), Executive will not, for Executive, or in conjunction with any other Person (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee,
intern, volunteer, consultant, or in another capacity), directly or indirectly, be employed by, provide services to, or in any way be connected, associated, or have any ownership or other interest in, or give advice or consultation to, any
Competitive Business. Notwithstanding anything herein to the contrary, this Section 10(c) shall not prevent Executive from acquiring securities representing not more than 1% of the outstanding voting securities of any entity the securities of which
are traded on a national securities exchange or in the over the counter market. 
 (d)
Non-Solicitation of Employees. In consideration of the compensation and other items of benefit provided for in this Agreement, Executive covenants and agrees that during the Term of Employment and for a
period of eighteen (18) months following the Date of Termination of Executive’s employment for any reason, or from the entry by a court of competent jurisdiction of a judgment enforcing this Section, whichever of the foregoing is last to
occur, Executive shall not, without the prior written permission of the Company’s CEO or General Counsel, directly or indirectly (i) solicit, employ, or retain, or have or assist any other person or entity to solicit, employ, or retain,
any person who is (A) employed by or providing services to the Company or its Subsidiaries or Affiliates, or (B) was employed by or providing services to the Company (in any capacity) at the time of Executive’s termination of
employment or at any time within the eighteen (18) months period before or after Executive’s termination of employment, or (ii) encourage, assist, entice, request and/or directly or indirectly cause any employee or consultant of the
Company or its Subsidiaries or Affiliates to breach or threaten to breach any terms of such employee’s or consultant’s agreements with the Company or its Subsidiaries or Affiliates or to terminate his or her employment with the Company or
its Subsidiaries or Affiliates. 

  
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 (e) Non-Solicitation of Clients and Customers. In
consideration of the compensation and other items of benefit provided for in this Agreement, Executive covenants and agrees that during the Term of Employment and for a period of eighteen (18) months following the termination of
Executive’s employment for any reason, or from the entry by a court of competent jurisdiction of a judgment or any appeal thereon, whichever of the foregoing is last to occur, Executive will not, for Executive, or in conjunction with any other
Person (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee, consultant or in another capacity), directly or indirectly: (i) solicit, engage or accept any business
or services from any Person who, to Executive’s knowledge, was an existing or prospective customer, client, supplier, or vendor of the Company or its Subsidiaries or Affiliates at the time of, or at the time during the eighteen (18) months
preceding, Executive’s termination of employment; or (ii) request or cause any of the Company’s or its Subsidiaries’ or Affiliates’ clients, customers, suppliers, or vendors to cancel, terminate, reduce or otherwise
interfere with any business relationship with the Company or its Subsidiaries or Affiliates. 
 (f) Post-Employment Property. The
Parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method, or other work product whatever (whether patentable or subject to
copyright, or not, and hereinafter collectively called “discovery”) that Executive, either solely or in collaboration with others, has conceived, created, made, discovered, invented, developed, perfected, or reduced to practice
during the term of Executive’s employment, whether or not during regular business hours or on the Company’s or any Subsidiaries and Affiliates’ premises, shall be the sole and complete property of the Company and/or its Subsidiaries
and Affiliates. More particularly, and without limiting the foregoing, Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought); (ii) marks,
names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought); (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered); and
(iv) trade secrets, ideas, and concepts (subsections (i) - (iv) collectively, “Intellectual Property Products”) created, conceived, or prepared on the Company’s or its Subsidiaries and Affiliates’ premises or
otherwise, whether or not during normal business hours or on the Company’s premises, and related to the Company’s business, shall perpetually and throughout the world be the exclusive property of the Company and/or its Subsidiaries and
Affiliates, as shall all tangible media (including, but not limited to, papers, computer media, and digital and cloud-based of all types and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. Upon termination
of Executive’s employment with the Company for any reason whatsoever, and at any earlier time the Company so requests, Executive will immediately deliver to the custody of the person designated by the CEO or General Counsel of the Company all
originals and copies of any documents and other property of the Company or any of its Subsidiaries or Affiliates in Executive’s possession or under Executive’s custody or control. 

(g) Works for hire. Executive agrees that all works of authorship created in whole or in part by Executive during Executive’s
engagement by the Company shall be works made for hire of which the Company or its Subsidiaries and Affiliates is the author and owner of copyright. To the extent that any competent decision-making authority should ever determine


  
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that any work of authorship created by Executive during Executive’s engagement by the Company is not a work made for hire, Executive hereby assigns all right, title, and interest in the
copyright therein, in perpetuity and throughout the world, to the Company. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the Company or any of its Subsidiaries or Affiliates all rights in any Intellectual
Property Product created in whole or in part by Executive during Executive’s engagement by the Company, Executive hereby assigns all right, title, and interest therein, in perpetuity and throughout the world, to the Company. Executive agrees to
execute, immediately upon the Company’s reasonable request and without any additional compensation, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not Executive
remains employed by the Company at the time such request is made, in order to permit the Company, its Subsidiaries and Affiliates, and/or their respective successors and assigns to protect, perfect, register, record, maintain, or enhance their
rights in any Intellectual Property Product; provided, that, the Company shall bear the cost of any such assignments, applications, or consequences. 

(h) Non-Disparagement. Executive agrees that Executive will not defame, denigrate, or publicly
criticize the services, plans, methodologies, business, integrity, veracity or personal or professional reputation of the Company or any of its Subsidiaries or Affiliates or their respective officers, directors, partners, executives, or agents in
either a professional or personal manner at any time during or following the Term of Employment. Company agrees that its Senior Management Team will not defame, denigrate, or publicly criticize the services, business, integrity, veracity or personal
or professional reputation of the Executive at any time during or following the Term of Employment. This provision shall not in any way limit the Company’s right to cooperate fully in any investigation or review by any federal, state or local
regulatory authority, including but not limited to a gaming commission, to the extent that any such investigation or review relates in any manner to the Executive. 

(i) Enforcement. If Executive commits a breach of any of the provisions of this Section 10, the Company shall have the right and
remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that Executive possesses considerable Confidential Information and that the services being rendered hereunder are of
a special, unique, and extraordinary character and that any such breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company or its Subsidiaries or
Affiliates. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its Subsidiaries and Affiliates, at law or in equity. Accordingly, Executive consents to the issuance of a
temporary and/or preliminary injunction, in aid of arbitration, consistent with the terms of this Agreement. 
 (j) Modification/Blue
Pencil. If, at any time, a reviewing court of appropriate jurisdiction called upon to issue an injunction in accordance with Section 10(i) finds any of the provisions of this Section 10 to be invalid or unenforceable under any applicable
law, by reason of being vague or unreasonable as to area, duration, or scope of activity, this Agreement shall be considered divisible and such court shall have authority to modify or blue pencil this Agreement to cover only such area, duration, and
scope as shall be determined to be reasonable and enforceable by the court. Executive and the Company agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.


  
 11 








 EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS SECTION 10 AND HAS HAD THE OPPORTUNITY TO REVIEW
ITS PROVISIONS WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY, AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW. 

11. Assignability; Binding Nature. The rights and benefits of Executive hereunder shall not be assignable, whether by voluntary or
involuntary assignment or transfer by Executive or otherwise. The rights and benefits of Company hereunder shall be assignable by the Company only to any entity acquiring substantially all of the assets of the Company whether by merger,
consolidation, sale of assets or similar transactions. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the Company, and the heirs, beneficiaries, executors, and administrators of Executive.
In the event of such an assignment, Executive shall receive $1,000, subject to applicable deductions and withholding taxes, in addition to Executive’s compensation hereunder as additional consideration for such assignment. 

12. Representations. Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such
representations and warranties in employing Executive, that neither Executive’s duties as an employee of the Company nor Executive’s performance in accordance with the terms of this Agreement will breach any other obligations of Executive,
including under any other agreement to which Executive is a party, including, without limitation, any agreement limiting the use or disclosure of any information acquired by Executive prior to Executive’s employment by the Company. Executive
represents and warrants that Executive has not willfully or knowingly misrepresented or withheld any material fact that the Company would reasonably need to make an informed decision regarding an offer of employment to Executive. In addition,
Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive, and that Executive has not entered into, and will not enter into, any agreement, either oral or written, in
conflict herewith. 
 13. Litigation And Regulatory Cooperation. During the Term of Employment and continuing thereafter upon
termination of employment, Executive shall reasonably cooperate with the Company and its Subsidiaries and Affiliates in the defense or prosecution of any claims or actions now in existence or that may be brought or threatened in the future against
or on behalf of any of the Company, its Subsidiaries, Affiliates, divisions, successors, and assigns excluding any claim or action in which Executive is a party adverse to the Company), about which the Company believes Executive may have relevant
information. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company, its
Subsidiaries, Affiliates, successors and assigns at mutually convenient times. Executive also shall cooperate fully with the Company in connection with any investigation or review by any federal, state, or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while Executive was employed by the Company; provided, that, the Company will reimburse Executive for Executive’s reasonable travel expenses incurred with
respect to such cooperation as well as a reasonable per diem. 

  
 12 








 14. Resolution of Disputes. Any dispute arising in connection with the validity,
interpretation, enforcement, or breach of this Agreement or arising out of Executive’s employment or termination of employment with the Company; under any statute, regulation, ordinance or the common law; or otherwise arising between Executive,
on the one hand, and the Company or any of its Subsidiaries or Affiliates, on the other hand, the Parties, shall (except to the extent otherwise provided in Section 10(i) with respect to certain requests for injunctive relief) be submitted to
binding arbitration before the American Arbitration Association (“AAA”) for resolution. Such arbitration shall be conducted in Las Vegas, Nevada, and the arbitrator will apply Nevada law, including federal law as applied in Nevada
courts. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules, as modified by the terms set forth in this Agreement. The arbitration will be conducted by a single arbitrator, who shall be an attorney who
specializes in the field of employment law and shall have prior experience arbitrating employment disputes. The Company will pay the fees and costs of the Arbitrator and/or the AAA, except that Executive will be responsible for paying the applicable
filing fee not to exceed the fee that Executive would otherwise pay to file a lawsuit asserting the same claim in court. The arbitrator shall not have the authority to modify the terms of this Agreement except to the extent that the Agreement
violates any governing statue, in which case the arbitrator may modify the Agreement solely as necessary to not conflict with such statute. The Arbitrator shall have the authority to award any remedy or relief that could a court of the State of
Nevada or federal court located in the State of Nevada could grant in conformity with the applicable law on the basis of claims actually made in the arbitration. The Arbitrator shall render an award and written opinion which shall set forth the
factual and legal basis for the award. The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be confirmed and entered in any state or federal court located in Clark County, Nevada. The arbitration shall
be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any
arbitration (collectively, “Arbitration Materials”), to any third party, with the sole exception of Executive’s legal counsel, who Executive shall ensure adheres to all confidentiality tenns in this Agreement In the event of
any court proceeding to challenge or enforce an arbitrator’s award, the Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Nevada and agree to venue in that jurisdiction. The Parties agree to take all steps
necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal to the extent possible, and agree
to the entry of an appropriate protective order encompassing the confidentiality tenns of this Agreement. Each party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court
proceeding arising therefrom, regardless of outcome. To the extent any dispute is found not to be subject to this arbitration provision,
both Executive and Company hereby waive their respective rights to trial by jury. 

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS SECTION 14, VOLUNTARILY AGREES TO ARBITRATE ALL DISPUTES, AND HAS HAD THE OPPORTUNITY TO REVIEW
THE PROVISIONS OF SECTION 14 WITH ANY 

  
 13 








 
ADVISORS AS EXECUTIVE CONSIDERED NECESSARY. BY SIGNING BELOW, EXECUTIVE SIGNIFIES EXECUTIVE’S UNDERSTANDING AND AGREEMENT TO SECTION 14. 

15. Notices. Any notice, consent, demand, request, policies or other communication given to a Person in connection with this Agreement
shall be in writing and shall be deemed to have been given to such Person (a) when delivered personally to such Person (with proof of such delivery) or (b) two days after being sent by a, nationally recognized overnight courier, to the
address (if any) specified below for such Person (or to such other address as such Person shall have specified by providing ten (10) days advance notice in accordance with this Section 14). 

 

			
	If to the Company:	  	Caesars Entertainment Operating Company, Inc.
		  	One Caesars Palace Drive
		  	Las Vegas, Nevada 89109
		  	Phone: 702-407-6300
		  	Attention: General Counsel
		
	If to Executive:	  	To the address of Executive’s principal residence as it appears in the Company’s records, with a copy to Executive (during the Term of Employment) at the Company’s principal executive office, along with a courtesy
copy (that shall not constitute notice) to Executive’s counsel, Chester J. Hosch, Esq., Burr Forman, LLP, 171 Seventeenth Street NW, Suite 1100, Atlanta, Georgia 30363.
		
	If to a beneficiary, heir or executor:	  	To the address most recently specified by Executive, beneficiary, or executor through notice given in accordance with this Section.


 16. Miscellaneous. 

(a) Entire Agreement. This Agreement, including its Exhibits A, B, and C contains the entire understanding and agreement among the
Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations, and undertakings, whether written or oral, among them with respect thereto, including, without limitation, the Prior
Agreement. 
 (b) Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is set forth in a writing
that specifically identifies the provision being amended and that is signed by Executive and the CEO or Company General Counsel. No waiver by any Person of any breach of any condition or provision contained in this Agreement shall be deemed a waiver
of any similar or dissimilar condition or provision at the same or any prior or subsequent time. 
 (c) Headings. The headings of the
Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 

  
 14 








 (d) Beneficiaries/References. Executive shall be entitled, to the extent permitted under
applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit under this Agreement in the event of Executive’s death by giving the Company written notice thereof. In the event of Executive’s
death or a judicial determination of Executive’s incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative. 

(e) Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall
survive any termination of Executive’s employment under this Agreement. 
 (f) Withholding Taxes. The Company may withhold from
any amounts or benefits payable under this Agreement, including its Exhibit A and Exhibit B, any taxes that are required to be withheld pursuant to any applicable law or regulation. 

(g) 409A Provisions. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that
the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of such provision.
Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s
employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section
1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-l(b)(9)(iii)(A)), shall be delayed
and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason
other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from
service” as determined under Section 409A of the Code and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A
of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of
Section 409A of the Code. Any amounts or benefits otherwise payable to Executive following a termination of employment that are not so paid by reason of this Section 15(g) shall be paid or provided as soon as practicable, and in any event within
thirty (30) days, after the date that is six (6) months after Executive’s separation from service (or, if earlier, from the date of Executive’s death). All reimbursements and in-kind
benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any
reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided
the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the 

  
 15 








 
Company’s expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such
reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Company and its officers,
directors, employees, agents, and representatives make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the
terms of this Agreement to comply with, or be exempt from, the provisions of Code Section 409A. 
 (h) Governing Law. This Agreement
shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Nevada applicable to contracts to be performed therein. 

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall be deemed to be one and the same instrument. 
 (j) Construction. This Agreement shall not be construed against
either Party, and no consideration shall be given or presumption made on the basis of who drafted the Agreement or any particular provision hereof or who supplied the form of this Agreement. In construing the Agreement, (i) examples shall not
be construed to limit, expressly or by implication, the matter they illustrate, (ii) the connectives “and,” “or,” and “and/or” shall be construed either disjunctively or conjunctively so as to construe a sentence
or clause most broadly and bring within its scope all subject matter that might otherwise be construed to be outside of its scope; (iii) the word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative expressions, (iv) a defined term has its defined meaning throughout the Agreement, whether it appears before or after the place where it is defined, and (v) the headings and titles herein are for convenience only
and shall have no significance in the interpretation hereof. 
 (k) Third Party Beneficiaries. The parties agree that each of the
Company’s Affiliates and Subsidiaries are intended third party beneficiaries of this Agreement and shall have the authority to enforce the provisions applicable to them in accordance with the terms of hereof. 

(l) Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and
performance of the Agreement. 
 (m) Confidentiality. Executive understands and acknowledges that this Agreement is a confidential
document as are all of its terms and conditions. Executive shall maintain strictly the confidentiality of and shall not disclose the Agreement and/or its terms to anyone other than Executive’s spouse, attorney(s), and tax advisor(s), whom
Executive shall ensure comply with these confidentiality terms. Any disclosure other than those authorized herein, shall constitute a breach of this Agreement. 

[SIGNATURE PAGE FOLLOWS] 

  
 16 








 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth
above. 
  

			
	Caesars Entertainment Operating Company, Inc.
		
	By:	 	 /s/ Mary Thomas

	Name:	 	Mary Thomas
	Title:	 	EVP-Human Resources
	
	Executive
	
	 /s/ Robert J. Morse

	Robert J. Morse



  
 17 








 EXHIBIT A 

[Other Service] 

  
 A-1 








 EXHIBIT B 

SEPARATION AGREEMENT AND RELEASE 

In consideration of and in accordance with the April 7th, 2014 Employment Agreement by and between Executive and Caesars Entertainment
Operating Company, Inc., with offices at One Caesars Palace Drive, Las Vegas, Nevada 89109 (together with its successors and assigns, the “Company”) (“Employment Agreement”), of which this Exhibit A is part, Robert J.
Morse (“Executive”) hereby agrees as follows. All terms not defined in this Separation Agreement and Release (“Separation Agreement”) shall have the same meanings as those set forth in the Employment Agreement. 

1. Consideration. Executive acknowledges and agrees that the payments and benefits paid or granted to Executive under the Employment
Agreement (the “Consideration Amounts”), including but not limited to Sections 9 and 13, thereof, represent good, valuable, and sufficient consideration for signing this Separation Agreement, and exceed any amounts or interests to
which Executive otherwise would be entitled. Executive acknowledges and agrees that except as specifically provided in this Separation Agreement, the Company shall have no other obligations or liabilities, monetary or otherwise, to Executive
following the date hereof (the “Effective Date”) and that the payments and benefits contemplated herein constitute a complete settlement, satisfaction, and waiver of any and all claims Executive may have against the Company. 

2. Release of Claims. 

(i) Executive, for Executive, Executive’s spouse, and each of Executive’s heirs, beneficiaries, representatives,
agents, successors, and assigns (collectively, “Executive Releasors”), irrevocably and unconditionally releases and forever discharges the Company, each and all of its predecessors, parents, Subsidiaries, Affiliates, divisions,
successors, and assigns (collectively with the Company, the “Company Entities”), and each and all of the Company Entities’ current and former officers, directors, employees, shareholders, representatives, attorneys, agents, and
assigns (collectively, with the Company Entities, the “Company Releasees”), from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings, or liabilities of any kind or character,
whether known or unknown, whether accrued or contingent, that Executive has, had, or may have against them, or any of them, by reason of, arising out of, connected with, touching upon, or concerning Executive’s employment with the Company,
Executive’s separation from the Company, and Executive’s relationship with any or all of the Company Releasees, and from any and all statutory claims, regulatory claims, claims under the Employment Agreement, and any and all other claims
or matters of whatever kind, nature, or description, arising from the beginning of the world up through the Separation Agreement Effective Date (as defined below) (collectively, the “Released Claims”). Executive acknowledges that
the Released Claims specifically include, but are not limited to, any and all claims for fraud, 

  
 B-1 








 
breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy,
intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, defamation, libel, slander, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation
pay, expenses, severance pay, attorneys’ fees, or other compensation of any sort; claims related to stock options, equity awards, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that
remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender
expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991, the Civil
Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§201, et seq., the Equal
Pay Act, 29 U.S.C. §206(a) and interpretive regulations, the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986
(“COBRA”), the Occupational Safety and Health Act (“OSHA”) or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”). 38
U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974 (“ERISA”). 29 U.S.C. §§ 301, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et
seq., or the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act; all claims arising under the Sarbanes-Oxley Act of 2002 (Public Law 107-204), including
whistleblowing claims under 18 U.S.C. §§ 1513(e) and 1514A; the Nevada Wage and Hour Laws, NEV. REV. STAT. § 608.005, et seq., the Nevada Fair Employment Practices Act. NEV. REV. STAT. § 613.310 et
seq., and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and other laws in place in Clark County, Nevada. 

(ii) Executive acknowledges that there is a risk that after the execution of this Separation Agreement, Executive will incur or
suffer damage, loss, or injury that is in some way caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates or Executive’s separation from the Company or its Subsidiaries or Affiliates, and any
relationship with or membership or investment in the Company Releasees, but that is unknown or unanticipated at the time of execution of this Separation Agreement. Executive specifically assumes that risk, and agrees that this Separation Agreement
and the Released Claims apply to all unknown or unanticipated, accrued or contingent 

  
 B-2 








 
claims and all matters caused by or connected with Executive’s employment with the Company or its Subsidiaries or Affiliates and/or Executive’s separation from the Company or its
Subsidiaries or Affiliates, as well as those claims currently known or anticipated. Executive acknowledges and agrees that this Separation Agreement constitutes a knowing and voluntary waiver of any and all rights and claims Executive does or may
have as of the Separation Agreement Effective Date. Executive acknowledges that Executive has waived rights or claims pursuant to this Separation Agreement in exchange for consideration, the value of which exceeds payment or remuneration to which
Executive otherwise would be entitled. 
 (iii) To the extent permitted by law, Executive agrees never to file a lawsuit or
other adversarial proceeding with any court or arbitrator against the Company or any other Company Releasee asserting any Released Claims. Executive represents and agrees that, prior to signing this Separation Agreement, Executive has not filed or
pursued any complaints, charges, or lawsuits of any kind with any court, governmental or administrative agency, arbitrator, or other forum against the Company or any of the other Company Releasees, asserting any claims whatsoever. Executive
understands and acknowledges that, in the event Executive files an administrative charge or commences any proceeding with respect to any Released Claim, or in the event another person or entity does so in whole or in part on Executive’s behalf,
Executive waives and is estopped from receiving any monetary award or other legal or equitable relief in connection with any such proceeding. 

Executive represents and warrants that Executive has not assigned, transferred, or permitted the subrogation of any of Executive’s
rights, claims, and/or causes of action, including any claims referenced in this Separation Agreement, or authorized any other person or entity to assert any such claim or claims on Executive’s behalf, and Executive agrees to indemnify and hold
harmless the Company against any assignment, transfer, or subrogation of said rights, claims, and/or causes of action. 
 3.
Survival. The following Sections of the Employment Agreement shall remain in full force and effect following the Termination Date: Section 5 (“Claw-Back”) Section 9 (“Compensation Upon
Termination”), Section 10 (“Restrictive Covenants and Confidentiality”), Section 11 (“Assignability; Binding Nature”), Section 13 (“Litigation And Regulatory Cooperation”),
Section 14 (“Resolution of Disputes”), Section 15 (“Notices”) and Section 16 (“Miscellaneous”). Any disputes arising in connection with this Separation Agreement or otherwise arising
between any of Executive Releasors, on the one hand, and any of the Company Releasees, on the other hand, shall be resolved in accordance with Sections 10 and 14 of the Employment Agreement. 

4. Tax Liability. Executive expressly acknowledges that neither the Company nor its attorneys have made any representations to
Executive regarding the tax consequences of the consideration provided to Executive pursuant to this Separation Agreement and Section 9 of the Employment Agreement. It is the intention of the parties to this Separation Agreement that no
payments made under this Separation Agreement and/or Section 9 of the 

  
 B-3 








 
Employment Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), but Company
does not guarantee that any such payment complies with or is exempt from Code Section 409A. Each payment made under this Separation Agreement or Section 9 of the Employment Agreement will be treated as a separate payment for purposes of Code
Section 409A and the right to a series of installment payments under this Separation Agreement is to be treated as a right to a series of separate payments. 

5. Knowing/Voluntary Waiver. 

(a) Executive is entitled to consider the terms of this Separation Agreement for twenty-one
(21) days before signing it. If Executive fails to execute this Separation Agreement within this twenty-one (21) day period, this Separation Agreement will be null and void and of no force or effect.
To execute this Separation Agreement, Executive must sign and date the Separation Agreement below, and return a signed copy hereof to Attn: Corporate Compensation, Caesars Entertainment Operating Company, Inc., One Caesars Palace Drive, Las Vegas,
Nevada 89109, (phone): 702-880-6829, compensationrequests@caesars.com, via nationally recognized overnight carrier or email. 

(b) Executive may revoke this Separation Agreement within seven (7) days of Executive’s signing it by delivering a written notice of
such revocation to Attn: Corporate Compensation, Caesars Entertainment Operating Company, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109, (phone): 702-880-6829,
compensationrequests@caesars.com, via nationally recognized overnight carrier or email. If Executive revokes this Separation Agreement within seven (7) days of signing it, this Separation Agreement and the promises contained herein or in
Section 9 of the Employment Agreement automatically will be null and void. If Executive signs this Separation Agreement and does not revoke this Separation Agreement within seven (7) days of signing it, this Separation Agreement shall
become binding, effective, and irrevocable on the eighth (8th) day after the Separation Agreement is executed by both parties (the “Separation Agreement Effective Date”). 

(c) Executive acknowledges that Executive (a) has carefully read this Separation Agreement and the Employment Agreement; (b) is
competent to manage Executive’s own affairs; (c) fully understands the Separation Agreement’s and Employment Agreement’s contents and legal effect, and understands that Executive is giving up any legal claims Executive has
against any of the Company Releasees, including but not limited to any and all legal rights or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) (29 U.S.C. § 626, as amended), and all other federal, state,
foreign, and local laws regarding age discrimination, whether those claims are presently known or hereafter discovered; (d) has been advised to consult with an attorney of Executive’s choosing prior to signing this Separation Agreement, if
Executive so desires; and (e) has chosen to enter into this Separation Agreement freely, without coercion, and based upon Executive’s own judgment, and that Executive has not relied upon any promises made by any of the Company Releasees,
other than the promises explicitly contained in this Separation Agreement. 

  
 B-4 








 6. Miscellaneous. 

This Separation Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which together shall
constitute one and the same instrument. The section headings in this Separation Agreement are provided for convenience only and shall not affect the construction or interpretation of this Separation Agreement or the provisions hereof. 

This Separation Agreement shall not in any way be construed as an admission that the Company, Executive, or any other individual or entity has
any liability to or acted wrongfully in any way with respect to Executive, the Company, or any other person. 
 This Separation Agreement
shall not be construed against either Party, and no consideration shall be given or presumption made on the basis of who drafted the Separation Agreement or any particular provision hereof or who supplied the form of this Separation Agreement. In
construing the Separation Agreement, (i) examples shall not be construed to limit, expressly or by implication, the matter they illustrate, (ii) the connectives “and,” “or,” and “and/or” shall be construed
either disjunctively or conjunctively so as to construe a sentence or clause most broadly and bring within its scope all subject matter that might otherwise be construed to be outside of its scope; (iii) the word “includes” and its
derivatives means “includes, but is not limited to” and corresponding derivative expressions, (iv) a defined term has its defined meaning throughout the Separation Agreement, whether it appears before or after the place where it is
defined, and (v) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof. 

3. The parties agree that each of the Company Releasees is an intended third party beneficiary of this Separation Agreement and shall have the
authority to enforce the provisions applicable to it, her, or Executive in accordance with the terms of hereof. Entire Agreement, Except as otherwise specifically provided herein, this Separation Agreement constitutes the entire agreement of
the Parties with respect to the subject matter hereof, contains all the covenants, promises, representations, warranties, and agreements between the Parties with respect to Executive’s separation from the Company and all positions therewith;
provided, however, that nothing in this Agreement shall supersede the Sections in the Employment Agreement identified in Paragraph 3 (“Survival”) of this Separation Agreement. Any modification of this Separation Agreement
will be effective only if it is in writing and signed by Executive and the Chief Executive Officer or General Counsel of the Company. 

[SIGNATURE PAGE FOLLOWS] 

  
 B-5 








 IN WITNESS WHEREOF, the parties hereto have executed this General Release on this
     day of                 . 
  

			
	Caesars Entertainment Operating Company, Inc.
		
	By:	 	  

	Name:	 	Mary Thomas
	Title:	 	EVP-Human Resources
	
	Executive:
	
	  

	Robert J. Morse









 EXHIBIT C 
  

	 	•	 	Medical Insurance (including health, dental and vision) 

  

	 	•	 	Disability and Life and Accidental Death and Dismemberment Insurance 

  

	 	•	 	Accrued benefits under Savings and Retirement Plan 

  

	 	•	 	Directors’ & Officers’ Insurance 


  
 C-1 








 December 29, 2014 
  

	Re:	Assignment of Employment Agreement 

 Dear Robert: 

As you know, on May 20, 2014, your former employer, Caesars Entertainment Operating Company, Inc. ( “CEOC”) became a member of
Caesars Entertainment Services, LLC (“Services Co”), a limited liability company formed to, among other matters, manage certain assets of its members (including CEOC), provide services to properties owned by its members and their
affiliates, and provide other specified services to the common enterprise for the benefit of the members and their respective properties and systems to achieve preservation of brand value and maximization of economies of scale. In connection with
the establishment of Services Co, CEOC has entered into an operating agreement with the other members of Services Co (the “operating agreement”) pursuant to which it is required to transfer to Services Co the employment of certain
managerial employees like yourself, along with other corporate and shared services employees, in all cases, who provide services that support properties owned by CEOC and other members of Services Co. 

Consistent with its obligations under the operating agreement, CEOC determined to assign your employment, and your April 14, 2014
employment agreement with CEOC (the “employment agreement”) to Services Co, in both cases, effective October 1, 2014 (the “transfer date”). Services Co agreed to assume, as of the transfer date, CEOC’s rights and
obligations under the employment agreement with respect to your ongoing employment as of such date. 
 We would like to point out that, even
though Services Co assumed your employment and employment agreement CEOC is also your legal employer for those aspects of your job that pertain to properties in certain designated jurisdictions where gaming regulators may review the Services
Co structure. (You can contact Sue Carletta, by email at scarletta@caesars.com or by phone at (702) 407-6228, for information about these designated jurisdictions.) This means that you currently have two
employers: CEOC as it pertains to aspects of your job that relate to such designated jurisdictions and Services Co for all other purposes. Having two employers in this sense is not expected to affect your day to day activities, and Services Co still
assumed your employment agreement. If any conflict arises among Services Co and CEOC as to your duties and responsibilities (which we do not expect), a dispute resolution process is in place. 

By signing below, you acknowledge and agree (i) to the assignment of your employment agreement to Services Co as of the transfer date,
(ii) that, from and after the transfer date, all references to “the Company” in your employment agreement shall be references to Services Co, (iii) that in no event shall the assignment of your employment agreement contemplated
hereunder, be a breach of the employment agreement or constitute or give you the right to resign for “Good Reason” under your employment agreement and (iv) that, except as expressly stated herein, all rights and obligations set forth
under the employment agreement shall remain in full force and effect. 







 You agree to keep the terms of this letter and of the employment agreement confidential in
all respects. 
 Please indicate your consent to the terms of this letter by signing below and returning the signed copy to Jill
Eaton (jeaton@caesars.com) prior to December 29, 2014. 
  

	
	Sincerely,
	
	 /s/ Mary Thomas

	Mary Thomas
	Executive Vice President, Human Resources









 Agreed to as of this 29th day of December 2014 by: 

 

	
	 /s/ Robert Morse

	Robert Morse