Form of Stock Option Grant Agreement dated November 29, 2011 - Loveman



 Exhibit 10.81 
 [FORM OF STOCK OPTION GRANT AGREEMENT] 
 STOCK OPTION GRANT AGREEMENT

 THIS AGREEMENT, made as of this 29th day of November, 2011 between Caesars Entertainment Corporation (the “Company”) and Gary W. Loveman
(the “Participant”). 
 WHEREAS, the Company has adopted and maintains the Caesars Entertainment Corporation
Management Equity Incentive Plan, as amended (the “Plan”) to promote the interests of the Company and its Affiliates and Stockholders by providing the Company’s key employees and others with an appropriate incentive to
encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company; 
 WHEREAS, the Plan provides for the Grant to Participants of Options to purchase Shares. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: 

1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby
grants to the Participant a Time-Based Option and a 1X Performance Option (as defined below). 
 2. Grant Date. The Grant
Date of the Option hereby granted is November 29, 2011. 
 3. Incorporation of Plan. All terms, conditions and
restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the
Committee, shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. 
 4. Exercise Price. The exercise price of each Share underlying the Option hereby granted is set forth on the signature page hereto. 

5. Vesting—Time-Based Option. Twenty-five (25%) of the Shares subject to the Time-Based Option shall
vest annually for four years on each September 30th
beginning on September 30, 2012. 
 6. Vesting—1X Performance Option. The Performance-Based Options shall vest
and become exercisable only upon the realization by the Majority Stockholders of the a MoM of 1.0, subject to the Participant’s continued Employment 

  
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with the Company up to and through the effective date of such MoM realization event (the “1X Performance Options”). 

7. Non-Renewal Termination. In the event that Participant’s employment is terminated by the Company due to the delivery by
the Company of a notice of non-renewal of his employment agreement (“Non–Renewal Termination”) the following additional provisions will apply. 

(a) Notwithstanding the provisions of Section 4.4 of the Plan, Participant’s Option(s), or any portion
thereof, which have become exercisable on or before the date of a Non-Renewal Termination shall expire on the earlier of (i) 120 days following such Non-Renewal Termination or (ii) the 10th anniversary of the Grant Date for such Option(s). 

(b) Notwithstanding the limitations set forth in Section 4.4.1 of the Plan, all of the provisions of Section 4.4.1 of the Plan
shall apply to Participant in the same manner for a Non-Renewal Termination as such provisions would apply to Participant in the event that Participant terminated his employment for Good Reason. 

(c) Notwithstanding the limitations set forth in Section 4.9 of the Plan, in the event of a Non-Renewal Termination, the Company
will permit the Participant (or his permitted Transferee, guardian or legal representative, if applicable) to exercise all or any portion of his then-exercisable Option through cashless exercise to satisfy the exercise price and/or the minimum
amount of applicable withholding taxes, but only to the extent such utilization of such right would not cause the Option to be subject to Section 409A of the Code. 
 8. MoM Determinations. If the Participant’s Employment is terminated by the Company without Cause or by virtue of a Non-Renewal Termination or by the Participant for Good Reason, and the
Participant disagrees with the determination of the Deemed MoM made by the Board or Committee pursuant to Section 4.4.1 of the Plan, the Participant shall have the right to require the Company to seek an appraisal to determine the Deemed MoM in
lieu of the Board or Committee determination (an “Outside Appraisal”); provided that the Participant shall not be entitled to an Outside Appraisal in the event an appraisal to determine the Fair Market Value of a Share has been done
within the six-month period immediately preceding the determination of the Deemed MoM and the Board or Committee determines that no event has occurred that would reasonably be expected to affect the Fair Market Value in the reasonable, good faith
judgment of the Board or Committee. Any such Outside Appraisal shall be made by one qualified person (which can be an accounting firm or investment banking firm or similar firm) (each, an “Appraiser”), having substantial experience
in the valuation of similar enterprises in the United States. The Company and the Participant shall mutually agree upon such Appraiser within 30 days of the determination of the Deemed MoM. The Participant shall bear 100% of the fees and expenses of
the Appraiser, unless the Appraiser’s determination of the Fair Market Value of a Share is at least 5% greater than the Board’s determination of the Fair Market Value of a Share, in which case the Company shall bear 100% of the fees and
expenses of the Appraiser. 

  
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 9. Construction of Agreement. Any provision of this Agreement (or portion thereof)
which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because
its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or
violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. This Agreement is intended to comply with Section 409A of the Code and any guidance issued thereunder and shall be
interpreted, operated and administered by the Committee accordingly. 
 10. Delays or Omissions. No delay or omission to
exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and
shall be effective only to the extent specifically set forth in such writing. 
 11. Limitation on Transfer. The Option
shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written
approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant
under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in respect of any Permitted Transferee which is a trust or custodianship, the Option shall become
exercisable and/or expire based on the Employment and termination of Employment of the Participant. All Shares obtained pursuant to the Option granted herein shall not be transferred except as provided in the Plan and, where applicable, the
Management Investor Rights Agreement. 
 12. No Special Employment Rights. Nothing contained in the Plan shall confer
upon the Participant any right with respect to the continuation of Employment or interfere in any way with the right of the Company or an Affiliate, subject to the terms of any separate Employment agreement to the contrary, at any time to terminate
such Employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the Option. 

  
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 13. Participant’s Undertaking and Consents. The Participant hereby agrees to
take whatever reasonable additional actions and execute whatever additional documents the Company may in its reasonable, good faith judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on the Participant pursuant to the express provisions of this Stock Option Grant Agreement and the Plan (it being understood that such additional actions and documents shall not in any way expand such obligations or restrictions). The
Participant hereby consents to the collection, retention, use, processing and transfer of the Participant’s personal data by the Company and any of its Affiliates, any administrator of the Plan, the Company’s registrars or brokers for the
purposes of implementing and operating the Plan. 
 14. Integration. This Agreement, and the other documents referred to
herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its
subject matter, except to the extent of any conflict between the provisions hereof and an employment agreement effective on the date hereof. 
 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
Delaware without regard to the provisions governing conflict of laws. 
 17. Participant Acknowledgment. The Participant
hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive. The
Participant further acknowledges that, prior to the occurrence of an Initial Public Offering, no exercise of the Option or any portion thereof shall be effective unless and until the Participant has executed the Management Investor Rights Agreement
and the Participant hereby agrees to be bound thereby. Finally, the Participant acknowledges that the Company has satisfied in full its obligations pursuant to Section 5 of the Employment Agreement. 

*        *        *      
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly
authorized officer and said Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement, the Plan and the Management Investor Rights Agreement as of the day and
year first written above. 
  

			
	Caesars Entertainment Corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	  

	 Gary W. Loveman



  

			
	Number of Shares subject to Time-Based Option:	  	333,333
		
	Number of Shares subject to 1X Performance Option:	  	166,667
		
	Exercise Price for Time-Based Option and 1x Performance Option:	  	$35.00 per Share


  
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