Exhibit








Exhibit 10.97


SEPARATION AGREEMENT AND GENERAL RELEASE


This Separation Agreement and General Release (“Agreement”) is made and entered into on November 26, 2018 (the “Signature Date”), by and between Caesars Enterprise Services, LLC (the “Company”) and Robert J. Morse (“Executive”) (each a “Party” and collectively, the “Parties”). 


WHEREAS, Executive’s last day of employment with the Company was November 26, 2018 (the “Separation Date”). 


WHEREAS, Company and Executive are parties to an Employment Agreement effective August 8, 2018 (“Employment Agreement”)(a copy of which is attached hereto at Exhibit A and which is incorporated by reference); 
WHEREAS, Executive has terminated employment without Good Reason (as that term is defined in Section 7(e) of the Employment Agreement) pursuant to Section 9(a) of the Employment Agreement; 
WHEREAS, the Parties now enter into this Agreement for the purposes of resolving all claims of any kind that Executive has or might have against the Company and the “Released Parties” (as defined herein), through the date this Agreement is executed by all Parties, including, but without limitation, those claims arising out of or relating in any way to Executive’s employment by or termination from employment with the Company.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual promises set forth herein, the Parties agree that the foregoing recitals are true and correct and are incorporated herein as if fully set forth, and further agree as follows: 


1.    Executive’s Termination of Employment Without Good Reason.  Executive has resigned without Good Reason for purposes of his Employment Agreement and all other plans, awards and arrangements with the Companyor any of its affiliates.  Temination shall be effective on November ___, 2018, and neither Party shall have further obligations to provide Notice of Termination.


2.    Monetary Consideration by the Company.  In consideration for Executive’s entering into and signing this Agreement and complying with its terms, the Company agrees, upon satisfaction of the conditions identified herein, to pay to Executive, as salary continuation pay, seventy eight (78) weeks’ pay (minus standard payroll deductions) (“Salary Continuation”), which totals one million four hundred twenty five thousand dollars ($1,425,000.00).  Salary Continuation shall be paid according to the normal payroll practices of the Company.  Executive understands and agrees all benefits will cease (except, if applicable, subsidized COBRA benefits for the “Salary Continuation Period,” defined as the 78 week period during which the Company pays Executive the Salary Continuation) on the Separation Date.  If Executive elects to continue applicable benefits under COBRA, during the Salary Continuation Period, Executive will continue to be required to pay the then-applicable required employee contribution for said benefits (“Subsidized COBRA”).  Executive will not be eligible to contribute to the 401(k) Plan, or any other retirement or deferred compensation plans, and no paid time off or vacation will be earned or accrued. If Executive dies or accepts new employment outside the Company prior to the expiration of the Salary Continuation Period, Executive (or Executive’s estate, as applicable) will receive a lump sum payment for the remainder of the Salary Continuation Period in a final paycheck within a reasonable time after the Company receives notice.  If Salary Continuation ceases for any reason, the Subsidized COBRA shall also cease as of the effective date that Salary Continuation  ceases. All Salary Continuation shall be deposited in accordance with Executive’s direct deposit instructions on file with the Company and in accordance with the Company’s regular payroll practices in effect to time to time.  Executive agrees that the foregoing amounts shall constitute the entire monetary consideration provided to Executive under this Agreement, and that Executive will not seek any further compensation for any other money owed, including but not limited to any damage, costs, or attorneys’ fees in connection with the matters encompassed in this Agreement.
    
3.    Complete Release of All Claims.  In consideration for the promises set forth in this Agreement, Executive for himself, his heirs, representatives, attorneys, executors, administrators, successors, relatives, and 


1







assigns, knowingly and voluntarily releases and forever discharges the Company, its parent entities, owners, affiliates, subsidiaries, divisions, predecessors, insurers, reinsurers, successors, and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their representative capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Released Parties”), of and from any and all claims, known and unknown, asserted or unasserted, contingent or actual, which the Executive has or may have against the Released Parties as of the date Executive executes this Agreement, including, but not limited to, any alleged violation of all common law, public policy, contract, tort (whether negligent or intentional), or other claims of any kind, whether under asserted under federal, state or local law, as well as all claims Executive might have under or pursuant to inter alia, the Age Discrimination in Employment Act (ADEA); Title VII of the Civil Rights Act of 1964; Sections 1981 and 1983 of the Civil Rights Act of 1866; the Americans With Disabilities Act, as amended; the Family and Medical Leave Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Equal Pay Act, the Occupational Safety and Health Act; the Employee Retirement Income Security Act of 1974; Nevada statutes on Compensation, Wages and Hours, Nev. Rev. Stat. Chapter 608; Nevada statutes on Employment Practices, Nev. Rev. Stat. Chapter 613; Nevada Occupational Safety & Health statutes; any other federal, state or local law, rule, regulation, or ordinance; and any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.


3.1    No Other Pending Claims.  Executive represents and affirms 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.


3.2    Claims Not Released.  Executive is not waiving any rights Executive may have to: (a) Executive’s own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; and/or (d) enforce this Agreement.


3.3    Provisions Related to Sexual Harassment Claims.  Notwithstanding the general release of all claims, known or unknown, freely and expressly given by Executive in this Agreement,  Executive represents, warrants and agrees that Executive has not raised, nor ever had, claims involving sexual harassment or sexual abuse while employed by the Company, and the compensation in this Agreement has no relation to sexual harassment or sexual abuse.


4.    Cooperation Required.  Executive agrees that, as requested by the Company, Executive will cooperate fully with the Company or its representatives in any investigation, proceeding, administrative review or litigation brought against the Company or any Released Party by any government agency or private party pertaining to matters occurring during Executive’s employment with the Company or any Released Party.  If Executive incurs out-of-pocket expenses in assisting the Company or any affiliate at its request, the Company will mail to Executive reimbursement check for those expenses within fifteen (15) days after it receives a request for payment, along with satisfactory written substantiation of the claimed expenses.


5.    Agreement Not to Seek or Accept Future Employment.  Executive agrees that, because of circumstances unique to Executive (including irreconcilable differences with the Company), Executive is not qualified for reemployment with the Company now or in the future, and promises that Executive will not apply for or accept future employment with the Company, or any subsidiaries or affiliates of either the Company or Caesars Entertainment Corporation (collectively, "Caesars").  For the purposes of clarification, this provision does not apply to any business entity that is not owned by, a subsidiary of, or affiliated with Caesars as of the date Executive executes this Agreement. Executive further agrees that in the event Executive does apply for such employment with Caesars, Executive’s application may be rejected legitimately and lawfully solely because Executive breached this promise.


6.    Neutral Reference.  Executive will not direct any third parties such as prospective employers to contact any Company employee or manager.  Rather, Executive will direct any third parties to contact “The Work Number,” an automated third-party service that the Company uses for employment verification at (800) 367-5690 or 


2







www.theworknumber.com. The third party must provide the Company’s number (10587) and should be able to verify Executive’s dates of service, job title, and current employment status.  Information regarding eligibility for rehire will not be provided.  Company will exercise good faith efforts to provide only this information but, due to the size and number of employees at the Company, and due to the confidential nature of this settlement, Company is not responsible for statements made by Company personnel if third parties contact anyone at Company individually instead of The Work Number.


7.    Return of Company Property, Confidentiality and Non-Disparagement.  


7.1    Return of Company Property.  Executive has returned, or will return to the Company within five (5) business days of the Signature Date, all Company property including but not limited to credit cards, mobile telephone(s), computer(s), keys, building passes, security passes, access or identification cards.  


 7.2    Confidentiality of Agreement.  Executive understands, acknowledges, and agrees that, unless disclosure is otherwise required by applicable law or regulation including disclosure(s) required by any gaming regulatory authority, the fact or content of this Agreement, and all the terms contained herein, are confidential and shall not be disclosed by Executive to any person or entity by Executive except that Executive may discuss the terms of this Agreement with Executive’s spouse, attorney, and tax advisor rendering professional services regarding the consideration provided to Executive pursuant to this Agreement, provided that each such individual agrees to keep such information strictly confidential and disclose it to no other person.  Executive agrees that if any such individual to whom Executive discloses information regarding the terms of this Agreement then discloses such information to any other person, Executive will be personally liable for such disclosure as a breach of this Agreement. Executive affirms that Executive has not made any prior disclosures that, if made after the Signature Date, would have violated this obligation confidentiality.  Notwithstanding the foregoing, Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). However, to the maximum extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies, except that this provision does not limit the Executive’s right to receive an award for information provided to any Government Agencies.  Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the company.  Under the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that:  (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


7.3    Non-Disparagement.  Executive agrees not to criticize, denigrate, or otherwise disparage the Company, any other Released Party, or any of the Company’s products, processes, policies, practices, standards of business conduct, officers, directors, senior executives or employees with whom Executive worked during the five (5) years preceding the Separation Date.  Nothing in this section, however, shall prohibit Executive from providing truthful information in compliance with any lawful subpoena or court order or otherwise complying with directives given by entities or individuals authorized by law to compel information from Executive regarding the Company or any of the Released Parties.  


8.    Consequence of Executive’s Breach.  Executive understands and acknowledges that confidentiality as set forth in Section 7 and its subsections, above, is an important, material part of the consideration Executive is giving to the Company in this Agreement and that it would be very difficult for the Company to quantify the effect of a breach of these provisions, and that, accordingly, injunctive relief is an appropriate remedy for any breach of these provisions, whether by Executive or by any person to whom Executive or Executive’s agent or agents have divulged information regarding the terms of this Agreement.  Additionally, if the Company receives reasonable and credible 


3







evidence that Executive has breached any material provision of this Agreement, including, without limitation, the confidentiality and non-disparagement obligations set forth in this Agreement, Executive’s Salary Continuation Pay and Subsidized COBRA shall cease.  If Executive’s breach is confirmed by a court or other authorized decision maker of competent jurisdiction, Executive shall also be required to return to the Company those amounts previously paid to Executive by the Company.  If Executive is determined not to be in breach, Executive shall be entitled to receive the remaining value of Salary Continuation and Subsidized COBRA in a single lump sum payment, less taxes and withholding, within thirty (30) days of such determination.  


9.    Dispute Resolution.  Any dispute arising in connection with the validity, interpretation, enforcement, or breach of this Agreement; 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 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 the law of the State of Nevada, including federal law as applied in the State of Nevada.  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 a court in 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 terms 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 Clark County, 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, including but not limited to Confidential Business Information, under seal to the extent possible, and agree to the entry of an appropriate protective order encompassing the confidentiality terms 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 9, VOLUNTARILY AGREES TO ARBITRATE ALL DISPUTES, AND HAS HAD THE OPPORTUNITY TO REVIEW THE PROVISIONS OF THIS SECTION WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY.  BY SIGNING THIS SEPARATION AGREEMENT, EXECUTIVE SIGNIFIES EXECUTIVE’S UNDERSTANDING AND AGREEMENT TO THIS SECTION. 


10.     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 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 as of the Date of Termination, 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-1(b)(9)(iii)(A)), shall be delayed and paid or provided within thirty (30) days following 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 


4







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  Date of Termination for purposes of this Agreement.  Each separately identified amount to which Executive is entitled under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code.  In addition, to the extent possible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.  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.  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 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 or representation that the payments or benefits provided under  this Agreement comply with, or are  exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any Tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A of the Code.
11.    Knowing and Voluntary Waiver/ADEA Waiver.  Executive represents, warrants and agrees that Executive has carefully read and fully understands all of the provisions of this Agreement, knowingly and voluntarily agrees to all of the terms set forth in this Agreement, and knowingly and voluntarily intends to be legally bound by all of the terms set forth in this Agreement. Executive has been advised by the Company to consider the terms of this Agreement and consult with an attorney of Executive’s choice prior to executing this Agreement.  Executive agrees that by signing this Agreement, Executive waives any claims Executive may have under the Age Discrimination in Employment Act of 1967 up to the time Executive signs this Agreement.   Executive has, if Executive wishes, twenty-one (21) days to consider this Agreement prior to signing it, and seven (7) days after signing this Agreement to revoke Executive’s signature (the “Revocation Expiration Date”).  Any revocation within this seven (7) day period must be submitted, in writing via US Mail (registered or certified; return receipt requested) or via email (with a copy to follow US Mail), to Richard Appel, Law Department, 1 Caesars Palace Drive, Las Vegas, Nevada 89109, rappel@caesars.com, and state, “I hereby revoke my acceptance of our Separation Agreement and General Release.”  For this revocation to be effective, the written notice must be received by Mr. Appel no later than the close of business on the seventh (7th) calendar day after Executive signs this Agreement.  If Executive revokes this Agreement, it shall not be effective or enforceable and Executive will not receive the consideration stated herein. This Agreement does not prevent Executive from raising an age discrimination claim arising from facts and events occurring after the Revocation Expiration Date. 


12.    Miscellaneous.      


12.1    Attorneys’ Consultation, Fees and Costs.  Executive has been advised by the Company to consider the terms of this Agreement and consult with an attorney of Executive’s choice prior to executing this Agreement.  The Parties agree that each shall bear his or its own attorney’s fees and costs in connection with the negotiation and execution of this Agreement.
    
12.2    Transfer of Claims.  Executive has not transferred or assigned, or purported to transfer or assign, to any person or entity, any claim described in this Agreement. 




5







12.3    Governing Law.  This Agreement shall be governed by, construed in, and enforced exclusively in accordance with the laws of Nevada without regard to its conflict of laws provisions. Any action, suit or proceeding involving this Agreement shall be initiated solely in Las Vegas, Nevada.


12.4    Attorney’s Fees.  In the event of any action, suit or proceeding in connection with this Agreement, the prevailing party shall be entitled to recover his or its actual and reasonable attorney’s fees in connection therewith.


12.5    No Admission of Wrongdoing.  The Parties have entered into this Agreement solely to resolve any disputed claims that may exist between them.  Neither the fact of this Agreement nor any of its parts shall be construed as an admission of wrongdoing or liability.


12.6    Severability.  Should any provision in this Agreement be determined to be invalid, the validity of the remaining provisions shall not be affected thereby, and the invalid provision shall be deemed not to be part of this Agreement, and all remaining provisions shall remain valid and enforceable.      


12.7    Entire Agreement.  This Agreement sets forth the entire agreement between the Parties and supersedes any prior agreements between the Parties pertaining to the subject matter of this Agreement, except for the following provisions of the Employment Agreement which remain in full force and effect and are incorporated by this reference as though fully set forth herein: (a) Section 5 (“Claw-Back”); (b) Section 9(e) (“Executive’s Equity Awards”); (c) post-employment obligations, terms and conditions set forth in Section 10 (“Restrictive Covenants”); (d) Section 14 (“Litigation and Regulatory Cooperation”); and, (e) any express references to the Employment Agreement (for example, definitions) set forth herein.  For purposes of clarification, if Executive violates any of the provisions set forth in Section 10 of the Employment Agreement, such violation will constitute a breach of this Agreement, and shall be subject to the provisions of Section 7 of this Agreement.  


12.8    Neutral Interpretation.  The Parties have both participated in the negotiation and preparation of this Agreement.  The provisions of this Agreement shall not be construed for or against a Party because such Party’s counsel drafted this Agreement, and all rules of construction in this regard are hereby waived.


12.9    No Representations.  The Parties acknowledge that, except as expressly set forth herein, no representations of any kind or character have been made by any other party or that party’s agents, representatives, or attorneys to induce the execution of this Agreement.  The Parties further agree that Executive has not relied upon any advice whatsoever from the Company or its attorneys.    


12.10    No Modification or Waiver.  No modification or waiver of the terms of this Agreement shall be effective unless it appears in a writing signed by all Parties to this Agreement.        


12.11    Successors.  This Agreement shall be binding upon the Parties, and their heirs, representatives, executors, administrators, successors, and assigns, and shall inure to the benefit of each and all of the Released Parties, and to their heirs, representatives, executors, administrators, successors, and assignees.


12.12.    Counterparts.  This Agreement may be executed in one or more counterparts, including, without limitation, facsimile and electronic counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed as of the Signature Date.




EXECUTIVE


/s/ Robert J. Morse______________________________
ROBERT J. MORSE


6













CAESARS ENTERPRISE SERVICES, LLC




By:    _/s/ Mark Frissora_______________


Name:    ___Mark Frissora________________


Its:    __ President and Chief Executive Officer_


Signature: _/s/ Mark Frissora_____________






7