As filed with the Securities and Exchange Commission on
February 22, 1994
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CAESARS WORLD, INC.
(Exact name of issuer as specified in its charter)
Florida 59-0773674
(State or Other Jurisdiction (IRS Employer of
Incorporation or Organization) Identification Number)
1801 Century Park East, Suite 2600
Los Angeles, California 90067
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENT BY AND BETWEEN
CAESARS WORLD, INC. AND EVANDER HOLYFIELD
(Full title of plan)
PHILIP L. BALL
Caesars World, Inc.
1801 Century Park East
Los Angeles, California 90067
(Name and address of agent for service)
(310) 552-2711
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, 100,000 $55.50 $5,550,000 $1,914
$.10
par value
<FN>
(1) Based on the average of the high and low reported sale
price of Registrant's Common Stock on the New York Stock
Exchange Composite Tape on January 19, 1994, the date of
Registrant's agreement with the option holder.
</TABLE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference into this
Registration Statement (a) the Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 1993 filed
with the Securities and Exchange Commission; (b) all other
reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") since July 31, 1993; and (c) the
description of the Common Stock of the Company set forth
in its Registration Statement filed under the Exchange Act,
including amendments or reports filed for purposes of
updating such description. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by
reference in this Registration Statement and to be a part of
it from the date of filing of those documents. Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein
or in any subsequently filed documents which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statements so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The Company is authorized to issue (i) 50,000,000
shares of Common Stock, par value ten cents ($.10) per share,
of which 24,897,002 shares of Common Stock were outstanding
as of February 15, 1994 and (ii) 1,000,000 shares of
Preferred Stock, par value One Dollar ($1.00) per share,
none of which is issued. The Company's Board of Directors
(the "Board") has the authority, without further action by
shareholders, to determine the principal rights, preferences
and privileges of the unissued Preferred Stock.
Except as provided below, at all meetings of
shareholders of the Company, each holder of record of Common
Stock shall be entitled to one vote for each share of Common
Stock held by him or her. The Company's governing instruments
do not permit cumulative voting.
Subject to the limitations contained in the Company's
debt instruments and after provision for the payment of
dividends on any series of Preferred Stock which might be
issued pursuant to the Board's authority described above
and which has a preference with respect to the payment of
dividends, holders of Common Stock are entitled to receive
such dividends as may be declared by the Board out of funds
legally available for such purpose.
The Common Stock has no conversion rights. A sale of
the Common Stock can be forced or the Common Stock can be
redeemed by the Company and dividend and voting rights can
be denied any shareholder if in the judgment of the Board
such redemption or such denial of voting rights or dividend
rights is necessary to prevent the loss, or to secure the
reinstatement of, any license or franchise from any
governmental agency necessary for the Company or one of its
subsidiaries to conduct any portion of the business of the
Company or such subsidiary which license or franchise is
conditioned upon some or all of the holders of the Company's
Common Stock possessing prescribed qualifications.
The holders of shares of Common Stock are entitled in
the event of any liquidation, dissolution or winding up of the
affairs of the Company to share pro rata in all lawful
distributions of the remaining assets of the Company.
No holders of shares of Common Stock have any
preemptive rights to subscribe for any stock or other
securities of the Company which may be issued.
Certain Provisions of the Company's Amended and Restated
Articles of Incorporation and Bylaws
The Amended and Restated Articles of Incorporation
and By-laws of the Company contain certain provisions which
may have the effect of delaying, deferring or preventing a
change of control of the Company. The Amended and Restated
Articles of Incorporation provide that the Board shall be
divided into three classes, each class serving for a term
of three years, with their election staggered so that the
term of one class expires in each year. The Bylaws of the
Company provide that the number of directors of the Company
will be nine, and the Amended and Restated Articles of
Incorporation and the Bylaws provide that subject to the
rights, if any, of the holders of shares of any Preferred
Stock then outstanding, directors may be removed only for
cause and by a vote of at least 80% of the outstanding
Common Stock of the Company entitled to vote at an election
for such directors. The Bylaws require that a person's
candidacy be notified to the Board at least 60 days in
advance of any solicitation in order for such person to be
eligible to be elected or serve as director unless such
person is already a director or such notice is waived by
the Board. In addition, the Company's Bylaws provide that
a candidate for director must be cleared by the Company's
internal security department and must be properly qualified
with applicable gaming regulatory authorities. In addition,
under the Bylaws, certain persons owing securities of or
associated with competitors of the Company and its
subsidiaries are ineligible to be elected or serve as
directors. The Bylaws further provide that for business
to be properly introduced by a stockholder where such
business is not specified in the notice of the meeting or
brought by or at the direction of the Board, the stockholder
must have given at least 75 days prior written notice to the
Company. The Amended and Restated Articles of Incorporation
and the Bylaws provide that any action required to be taken
by the shareholders of the Company must be effected at a
duly called shareholders meeting and except in certain
specific limited circumstances as provided by the Florida
General Corporation Act, may not be effected by written
consent of such shareholders. The Bylaws further provide
that vacancies on the Board may be filled by a majority of
the remaining directors, including a sole remaining director.
The Amended and Restated Articles of Incorporation and Bylaws
provide that the Bylaws may be adopted, repealed, altered,
amended or rescinded by the Board or by the affirmative vote
of 80% of the outstanding Common Stock of the Company
entitled to vote thereon. The affirmative vote of 80% of
the voting power of all the stock of the Company entitled
to vote generally in the election of directors voting
together as a single class is required to alter, amend or
adopt any provision inconsistent with the provisions of the
Company's Amended and Restated Articles of Incorporation
described above.
In addition, the Amended and Restated Articles of
Incorporation contain a "fair price" provision under which
certain business combinations and other transactions
including a merger between the Company and the beneficial
owner of voting stock of the Company representing 15% or
more of the votes entitled to be cast by the holders of
all then outstanding voting stock are subject to the
approval by the affirmative vote of not less than 80% of
the votes entitled to be cast by the holders of all the then
outstanding voting stock, voting together as a single class,
unless (i) the Business Combination is approved by a
majority of directors who are independent of the 15%
beneficial owner or (ii) certain price and procedural
requirements are met.
Shareholders Rights Plan
In January 1989, the Board authorized a Shareholders'
Rights Plan, and declared a dividend of one right for each
share of Common Stock. The rights may only become
exercisable under certain circumstances involving actual or
potential acquisitions of the Company's Common Stock by a
specified person or affiliated group. If the rights become
exercisable and are not redeemed by the Company, the holder
may be entitled to purchase or receive upon exercise,
depending on the circumstances, units consisting of one
two-hundredth of a share of the Company's $1 par value Series
A Junior Participating Preferred Stock at a price of $125
per share (subject to adjustment), shares of the Company's
Common Stock or other assets with a value equal to twice the
exercise price, or shares of the Common Stock of the
acquiror at one-half the then market price. The rights
expire in January 1999, unless they are exercised or
redeemed. Until certain specified dates, the Company may
redeem the rights at one cent per share. Rights owned by
certain specified shareholders may be void. The provision
concerning the rights are set forth in a Rights Agreement
between the Company and the Rights Agent.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered by this
Registration Statement will be passed upon for the Company
by Philip L. Ball, Esq., the General Counsel of the Company.
Mr. Ball is also a director, Senior Vice President and
Secretary of the Company. Mr. Ball is deemed to be the
beneficial owner of 135,586 shares of Company Common Stock.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Company's Bylaws provides that
the Company shall indemnify any person made a party to an
action by reason of having been a director or officer of the
Company or a subsidiary against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement in connection with the action if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with
respect to a criminal proceeding, with no reasonable cause
to believe his conduct was unlawful. The Company may
purchase and maintain insurance on behalf of officers,
directors, employees or agents against liability asserted
against them, whether or not the Company would have power to
indemnify them against the liabilities under Article VIII of
the Bylaws or under the laws of the state of Florida. Also,
employment contracts for certain officers provide for
indemnification under similar standards to such persons.
Finally, the Florida Business Corporation Act authorizes
indemnification also under similar standards.
Item 7. Exemption from Registration Claimed.
Not applicable. No restricted securities are to be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits
4. Amended and Restated Articles of Incorporation --
incorporated by reference to report on Company's Quarterly
Report on Form 10-Q for quarter ended January 31, 1990.
5. Opinion of Counsel
15. Letter regarding unaudited interim financial
information
24. Consents:
(i) Philip L. Ball, Esq. -- included in Exhibit 5
(ii) Arthur Andersen & Co.
25. Powers of Attorney -- included on page 8 of this
Registration Statement
28. Additional Exhibits:
(i) Draft Personal Services Agreement by and
between the Company and Evander Holyfield
(ii) Draft Stock Option Agreement by and between
the Company and Evander Holyfield
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes
to deliver or cause to be delivered with any Prospectus to
the option holder a copy of the Registrant's annual report
to shareholders for its last fiscal year, unless the option
holder otherwise has received a copy of such report, in
which case the Registrant shall state in the Prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the option holder. If
the last fiscal year of the Registrant has ended within
120 days prior to the use of the Prospectus, the annual
report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to
the option holder.
(2) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to the option holder,
at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders
generally.
(3) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any Prospectus required by Section
of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with
respect to the distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement, provided,
however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to
Section 15[d] of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions (as
set forth in above Item 6. of this Registration Statement)
or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State
of California on this 18th day of February, 1994
CAESARS WORLD, INC.
By: /s/Philip L. Ball
Philip L. Ball
Senior Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below appoints
each of Henry Gluck, Roger Lee and Philip L. Ball his agent
and attorney in fact, with full power of substitution, to
execute for him and in his name, in any and all capacities,
all amendments, including post-effective amendments, to the
Registration Statement to which this power of attorney is
attached.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.
Signature Capacity Date
/s/Henry Gluck Chairman of the Board,
Henry Gluck Chief Executive
Officer February 18, 1994
and Director
(Principal Executive Officer)
/s/Roger Lee Director and Senior February 18, 1994
Roger Lee Vice President Finance
and Administration
(Principal Financial Officer)
/s/Bruce C. Hinckley Vice President February 18, 1994
Bruce C. Hinckley and Controller
(Principal Accounting
Officer)
/s/J. Terrence Lanni Director, President February 18, 1994
J. Terrence Lanni and Chief Operating
Officer
/s/Philip L. Ball Director, Senior Vice February 18, 1994
Philip L. Ball President, Secretary
and General Counsel
____________________ Director , 1994
Irving Buchalter
____________________ Director , 1994
Terry Burman
/s/William E. Chaikin Director February 18, 1994
William E. Chaikin
____________________ Director , 1994
Peter I. Echeverria
____________________ Director , 1994
Stanley Sevilla
February 18, 1994
Caesars World, Inc.
1801 Century Park East, Suite 2600
Los Angeles, CA 90067
Gentlemen:
I have acted as counsel to Caesars World, Inc. (the "Company")
in connection with the registration under the Securities Act of
1993, as amended, of 100,000 shares of the Company's Common
Stock, par value $.10 per share ("Common Stock"), reserved
for issuance upon the exercise of options granted pursuant to a
Personal Service Agreement and a Stock Option Agreement by and
between the Company and Evander Holyfield collectively, (the
"Operative Documents"). In connection therewith, I have
examined and relied upon originals or copies, certified or
authenticated to my satisfaction, of such corporate records
of the Company and certificates of public officials and
officers of the Company, and such other documents as I
have deemed necessary as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of
the State of Florida.
2. The shares of Common Stock reserved for issuance
upon exercise of options granted under the Operative Documents
will, if and when so issued, be duly and validly authorized and
issued, fully paid and non-assessable.
3. The Operative Documents are not subject to any of the
provisions of the Employee Retirement Income Security Act of
1974.
I hereby consent to the use of this opinion as an exhibit to a
Registration Statement under the Securities Act of 1993, as
amended, filed for the purpose of registering under such Act
the shares reserved for such issuance upon exercise of options
granted pursuant to the Operative Documents, to the use of my
name as your counsel in connection with such Registration
Statement and to all references made to me in such Registration
Statement and in any Prospectus relating thereto.
Very truly yours,
Philip L. Ball
General Counsel
Exhibit 5
February 22, 1994
Caesars World, Inc.
1801 Century Park East, Suite 2600
Los Angeles, CA 90067
Gentlemen:
We are aware that Caesars World, Inc. has incorporated by
reference in its Registration Statement No. 33 its Form
10-Q for the quarter ended October 31, 1993, which includes
our report dated November 16, 1993 covering the unaudited
interim financial information contained therein. Pursuant
to Regulation C of the Securities Act of 1933, that report
is not considered a part of the Registration Statement
prepared or certified by our firm or a report prepared or
certified by our firm within the meaning of Sections 7 and
11 of the Act.
Very truly yours,
Arthur Andersen & Co.
Exhibit 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration
Statement of (a) our report dated August 24, 1993 included
in Caesars World, Inc.'s Annual Report to Shareholders for
the year ended July 31, 1993 and (b) our report dated
August 24, 1993 included in Caesars World, Inc.'s Annual
Report on Form 10-K for the year ended July 31, 1993 and
to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN & CO.
Los Angeles, California
February 22, 1994
PERSONAL SERVICES AGREEMENT
Agreement dated this 19th day of January, 1994 by and
between CAESARS WORLD, INC., ("CAESARS") and EVANDER
HOLYFIELD ("HOLYFIELD").
Whereas, CAESARS desires to obtain from HOLYFIELD
certain promotional and/or public relations services; and
Whereas, HOLYFIELD desires to provide said services to
CAESARS on the terms and conditions set forth hereinbelow;
NOW, THEREFORE, for and in consideration of TEN AND
NO/100 DOLLARS ($10.00), the mutual promises and agreements
contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. ENGAGEMENT. CAESARS hereby engages HOLYFIELD,
on the terms and conditions set forth herein, to furnish
general promotional and/or public relations services to
CAESARS by making himself available to participate in,
at CAESARS' request, up to four (4) non-fight related
public relations appearance calendar days (hereinafter
"days") during each year of the Term (as defined in
Paragraph 2 below) of up to ten (10) hours' duration
each, with each of said ten-hour periods including at
least two (2) hours for meals (the "Personal Appearances").
Travel time to a Personal Appearance shall not be considered
in the foregoing limitation. The Personal Appearances shall
be limited to appearances at (i) parties or gatherings
attended by customers (or prospective customers) of CAESARS
at locations anywhere or (ii) sessions at which promotional
materials utilizing HOLYFIELD's voice, likeness and/or image
are being prepared for, or promotional activities are being
conducted by, CAESARS. In addition to the foregoing, CAESARS
shall cause HOLYFIELD to be elected to, and HOLYFIELD shall
serve as a member of, the Board of Directors of Caesars
Palace Sports Productions, Inc. during the Term and on such
other boards and for such periods during the Term as
HOLYFIELD and CAESARS may agree from time to time.
HOLYFIELD shall serve on all such boards without any
additional compensation other than the fees and expense
reimbursements normally paid and/or provided to the
directors of said entities.
2. PRESENCE FOR RENDITION OF SERVICES.
(a) The number of days necessary for the different
categories of services required of HOLYFIELD pursuant to
the first sentence of Paragraph 1 above shall be determined
by CAESARS in its sole discretion; provided however, that
the total number of days HOLYFIELD shall be used to provide
all such services in any year during the Term shall not
exceed four (4). CAESARS shall give HOLYFIELD reasonable
advance written notice of the proposed time, location, date
and activity(ies) at, on and for which he is to make himself
available, and all such times and dates shall be subject to
HOLYFIELD's prior commitments and shall not, in any event,
interfere with HOLYFIELD's training workout schedules if
HOLYFIELD is boxing. In the event that HOLYFIELD is disabled
or otherwise unavailable on any date requested by CAESARS,
the parties shall agree on a scheduled date within one
hundred twenty (120) days of the original proposed date
which rescheduled date may be in the following year of the
Term (or survive until performed as provided in
Paragraph 34). It is expressly understood and agreed
that HOLYFIELD's participation in the customer cocktail
party from 6:00 p.m. - 8:00 p.m. at the Caesars property
in Atlantic City, New Jersey on February 12, 1994 shall
constitute the first of the four (4) Personal Appearances
____________ during Year One.
(b) CAESARS will use its best efforts to limit the need
for HOLYFIELD's service pursuant to the first sentence of
Paragraph (a) above, to the foregoing four (4) days.
In the event, however, that HOLYFIELD shall agree to provide
additional days to CAESARS, CAESARS shall pay HOLYFIELD an
amount to be agreed by the parties for each such whole or
partial additional day after considering the nature, location
and duration of the appearance and the current state of
HOLYFIELD'S ring career. In addition, travel, lodging and
other accommodations shall be provided, and all expenses
actually incurred by HOLYFIELD and his guest while HOLYFIELD
makes himself available on all such additional days shall be
reimbursed as set forth in Paragraph 9.
(c) CAESARS shall give HOLYFIELD reasonable advance
written notice of the date, time and location of all official
meeting(s) of the directors of any board of which he becomes
a member pursuant to Paragraph 1 above. HOLYFIELD shall
attend up to four (4) such meetings during each year of the
Term, provided that HOLYFIELD's attendance at any such
meeting(s) shall be subject to his prior commitments and shall
not, in any event, interfere with HOLYFIELD's training workout
schedule in HOLYFIELD is boxing.
3. TERM. The term of this Agreement shall be for a period
of three (3) years from the date hereof, unless terminated for
cause as provided below (the "Term"). For purposes of this
Agreement, the twelve (12) month period beginning with the
execution of this Agreement shall be known as "Year One" of
the Term; the twelve (12) month period immediately
thereafter shall be known as "Year Two", and so on.
4. COMPENSATION. In consideration of the services to be
rendered by HOLYFIELD pursuant to Paragraph 1 of this Agreement,
CAESARS shall, contemporaneously with the execution hereof,
grant HOLYFIELD an option to purchase not less than One
Hundred Thousand (100,000) shares of Caesars World, Inc.
$.10 ___ value common stock (the "Shares") as set forth in
the Caesars World Stock Option Agreement executed on the same
date as this Agreement (the "Option Agreement").
5. PURCHASE OF SERIGRAPH In addition to the
consideration described in subparagraph (a) above, CAESARS
shall purchase one thousand (1000) units of the serigraph of
HOLYFIELD by Brent Benger entitled "The Corner" (the
"Serigraph") at a price of Five Hundred Dollars ($500) each,
and a total aggregate purchase price of Five Hundred
Thousand Dollars ($500,000). The total amount of said
aggregate purchase price shall be due and payable upon
delivery. CAESARS will have exclusive rights to all existing
units of the Serigraph (except for the two hundred (200)
units in circulation as of the date hereof) and no more will
be printed or autographed after the date hereof. HOLYFIELD
shall personally autograph (with authentication reasonably
acceptable to CAESARS) and deliver the one thousand (1000)
units of the Serigraph being purchased by CAESARS hereunder
and deliver same to CAESARS on or before March 11, 1994.
Good and merchantable title to the Serigraphs will be
delivered to Caesars free of any tax, charge, lien or
claim and Caesars may sell or otherwise distribute the
Serigraphs without any obligation to any person.
6. SITE FEE ADVANCE. Contemporaneously with the
execution of this Agreement and a secured promissory note
and security documents acceptable to CAESARS, CAESARS shall
pay HOLYFIELD Two Million Dollars ($2,000,000) (the
"Advance") as an advance against the Five Million Five
Hundred Thousand Dollar ($5,500,000) site fee payable in
connection with the HOLYFIELD/MOORER bout scheduled to take
place on April 22, 1994 pursuant to that certain Promotional
and Ancillary Rights Agreement of even date herewith (the
"Site Agreement") and entered into by and between CAESARS
and Main Event/Monitor Productions. HOLYFIELD agrees to
repay the unpaid balance of this Advance to CAESARS without
interest on demand by CAESARS in the event, but only if,
HOLYFIELD has not participated in any bout pursuant to the
Site Agreement involving a site fee of at least Two Million
Dollars ($2,000,000) on or before November 1, 1994.
7. APPROVAL FOR USE OF NAME AND LIKENESS.
(a) Notwithstanding any of the provision hereof, all
proposed uses of HOLYFIELD's name, likeness, image, voice or
signature pursuant to this Agreement must be presented to
HOLYFIELD or his designated business representative not less
than ten (10) business days in advance of the scheduled use
for his prior written approval as to quality, style, content
and design.
(b) In the event that any item or matter submitted
to HOLYFIELD pursuant to this Paragraph 7 for approval or
consent shall not have been approved or consented to,
disapproved or denied, or commented upon within ten (10)
business days after receipt thereof by HOLYFIELD or his
designated business representative, then any items or
matters so submitted shall be deemed approved and consented
to.
8. GOODWILL AND OWNERSHIP. CAESARS recognizes the great
value and inherent attributes of the goodwill associated with
HOLYFIELD's name, likeness, image, signature and registered
service mark (if any), including the following names:
(A) Evander Holyfield
(B) Evander "The Real Deal" TM Holyfield
(C) Evander "The Real Deal" TM
(D) "The Real Deal" TM Holyfield
(E) "Team Holyfield" TM
(all of said names and other items being referred to
collectively hereinafter as the "Properties") and
acknowledge that such goodwill belongs exclusively to
HOLYFIELD and that said names have acquired secondary
meaning in the mind of the public. CAESARS shall not use
any of said names or other items of the Properties without
the specific written approval from HOLYFIELD or his
designated business representative or as otherwise
permitted by the next sentence of this Paragraph 8
and/or Paragraph 13 and 21 of this Agreement. Nothing
herein is intended to preclude CAESARS from merely including
a description of a fight on its properties involving
HOLYFIELD in a list of historical events used for
institutional purposes or to comply with legal reporting
requirements.
9. EXPENSES.
(a) CAESARS will provide HOLYFIELD and one (l) guest
with first-class round trip transportation from HOLYFIELD's home
in the United States to and from the location(s) of the
performance of a Personal Appearance, and maintain a
limousine at his disposal throughout the duration of his
stay pursuant to this Agreement at each such location.
(b) If the Personal Appearance is at or near a
CAESARS' property, CAESARS shall provide a suite with two
(2) or more bedrooms at the appropriate CAESARS' property
for the use of HOLYFIELD and his guests while he is making
a Personal Appearance at or near the property pursuant to
this Agreement, including full food and beverage privileges.
(c) If the Personal Appearance is not at or near a
CAESARS' property, CAESARS will pay or reimburse HOLYFIELD
and one (1) guest for all reasonable costs and expenses
incurred in connection with HOLYFIELD's being at the location
at CAESARS' request pursuant to this Agreement for a Personal
Appearance, including first class hotel accommodations, meals
and a living "per diem" of Three Hundred Fifty Dollars ($350)
per day for HOLYFIELD.
10. CONDUCT OF HOLYFIELD.
(a) At all times during the Term, HOLYFIELD agrees to
observe and comply with all applicable laws (including, without
limitation, the Nevada Gaming Control Act and regulations
adopted thereunder), and the reasonable rules and regulations
of CAESARS, while present at a CAESARS property, and to carry
out his obligations hereunder and conform his conduct in
furtherance thereof to the reasonable instructions, directions
and policies of CAESARS as they may be stated to him from time
to time in writing.
(b) If HOLYFIELD shall (l) be convicted of or plead
guilty in a court of law to any act that is a felony offense
involving moral turpitude under federal, state or local laws,
(2) commit any act that derogates from the public image or
reflects unfavorably upon CAESARS or any of its products or
services and such act is made known to the general public or
become a matter of public knowledge during the Term (provided
that CAESARS shall have knowledge of such conduct and notify
HOLYFIELD thereof), or (3) fail to perform in any material
respect the agreements contained herein and required to be
performed by him, CAESARS shall have the option to (i)
terminate this Agreement at any time following the time that
CAESARS becomes aware of such conviction, plea, act or
failure to perform, provided that CAESARS shall have given
HOLYFIELD sixty (60) days written notice of such default and
HOLYFIELD has not cured such default, if curable, during
such sixty (60) day period; or, in the alternative and
without waiver of the right to terminate this Agreement,
(ii) seek an equitable adjustment with HOLYFIELD in the
compensation to be paid to HOLYFIELD thereafter reasonably
calculated to represent the prospective diminution, if any,
in the value of the rights granted CAESARS herein. Any such
equitable adjustment under this Subparagraph (b) may require
a relinquishment of all or part of the unvested portion of
the option granted to HOLYFIELD herein and may affect the
number of the Shares that HOLYFIELD would otherwise be
entitled to purchase by virtue of the vesting of a portion of
the option during the period of time occurring after the date
of such event.
(c) Upon termination of this Agreement pursuant to this
Paragraph 10, all rights, duties and obligations of the
parties shall cease, except that CAESARS shall remain
obligated to pay and/or reimburse HOLYFIELD for any unpaid
and/or unreimbursed costs and expenses incurred by HOLYFIELD
in connection with his performance hereunder prior to the
date of such termination and to perform its obligations
under, and cooperate with HOLYFIELD, as required in the
Option Agreement, in connection with his exercise of any
portion of the option that has already vested and the
purchase and/or sale of any or all of the Shares to
which he is then entitled.
11. CONDUCT OF CAESARS. HOLYFIELD shall have the right
to terminate this Agreement without prejudice to any other
rights which he may have, whether under the provisions of
this Agreement, in law or in equity or otherwise, upon the
occurrence of any one (l) or more of the following events
(the "Defaults"), and CAESARS' failure to completely cure a
Default listed in (1) clauses (i)-(iv) below, within sixty
(60) days, or (2) clause (vii) below within two (2) days
following the receipt of notice, of such Default(s) from
HOLYFIELD:
(i) If CAESARS fails to make any payment due
hereunder, other than pursuant to Paragraphs
5 and/or 6 hereof, on the date due; or
(ii) If CAESARS is unable to pay its debts when due,
or makes any assignment for the benefit of
creditors or an arrangement pursuant to any
bankruptcy law, or files or has filed against
it any petition under the bankruptcy or
insolvency laws of any jurisdiction, county
or place, or shall have or suffer a receiver or
trustee to be appointed for its business or
property, or be adjudicated a bankrupt or an
insolvent and CAESARS has not caused an
appropriate legal objection to be
filed as to such proceeding;
(iii) If all CAESARS subsidiaries shall discontinue
their business as casino hotels; or
(iv) If CAESARS shall breach any of the undertakings
set forth in Paragraph 12 hereof; or
(v) If CAESARS shall breach or fail to perform any of
the other material terms of this Agreement
required to be performed by it
in accordance with the terms hereof;
(vi) If Caesars shall breach or fail to perform any of
the items of the Option Agreement to be performed
by it in accordance with the terms of thereof; or
(vii) If Caesars fails to make any payment due
pursuant to Paragraphs 5 or ____ hereof on
the due date.
In the event any of these Defaults occurs and
HOLYFIELD desires to exercise his right of termination under
the terms of this Paragraph 11, HOLYFIELD shall give
notice of termination in writing to CAESARS. Effective
as of the date of any such termination, any and all payments
then or later due from, or actions to later to be performed
by, CAESARS hereunder will then become promptly due and
payable and/or required to be performed as the case
may be.
12. SPECIFIC UNDERTAKING OF CAESARS. During the Term,
CAESARS:
(i) Shall not harm, misuse, or bring into
disrepute the Properties.
(ii) Shall use any trademark of HOLYFIELD always
in conjunction with the federal trademark
notice "TM", in the form designated by
HOLYFIELD or his designated business
representative;
(iii) Shall not, without the prior written consent
of HOLYFIELD or his designated business
representative, enter into any sublicense or
agency agreement for use of the Properties;
and
(iv) Shall comply with all laws, regulations, and
standards relating or pertaining to the
Properties as used under this
Agreement, shall maintain the highest
quality and standards, and shall comply with
the applicable requirements of any
regulatory agencies (including, without
limitation, the United States Consumer
Product Safety Commission) that shall have
jurisdiction over the Properties as used
under this Agreement.
13. ADDITIONAL AGREEMENTS OF HOLYFIELD.
(a) HOLYFIELD grants to CAESARS exclusive site rights
for the Holyfield-Moorer, Holyfield-Bowe, Holyfield-Lewis and
Holyfield-Tyson World Heavyweight Championship bouts as set
forth in the Site Agreement during the period beginning
January 19, 1994 and ending January 18, 1997.
(b) For all other Heavyweight Championship bouts in which
HOLYFIELD engages during the period beginning January 19, 1994
and ending January 18, 1997, including any belts HOLYFIELD
does not currently hold, as well as any bouts which are not
Heavyweight Championship bouts excluding any purse bids
not won by Main Events/Monitor, CAESARS will have first/last
negotiation rights in accordance with the past practice of
CAESARS and Main Events/Monitor over all other Casino/Hotels
in U.S. and any other country in which CAESARS is involved in
casino or hotel operation as set forth in the Site Agreement.
14. INDEMNITY.
(a) HOLYFIELD agrees to indemnify and hold harmless
CAESARS and all associated or affiliated companies, their
director, officers, shareholders, employees, agents,
successors and permitted assigns from and against any
and all third party claims, demands, actions suits,
liability and costs (including arbitrators fees and
reasonable attorneys fees) arising from any breach by
HOLYFIELD of any representation, warranty or covenant of
HOLYFIELD set forth herein, provided, CAESARS gives HOLYFIELD
prompt written notice of any claim or litigation to which the
indemnification set forth in this Subparagraph 14(a) applies
and does not settle any such claim or litigation without
HOLYFIELD's prior written consent.
(b) CAESARS agrees to indemnify and to hold HOLYFIELD
and his employees, agents and representatives harmless from
and against any and all claims, demands, actions, suits,
liabilities and costs including arbitrators fees and
reasonable attorney's fees (the "Indemnified Items")
resulting from any third party claims, proceedings or
actions (whether or not finally adjudicated, and including
any settlement thereof) arising out of, in connection with
or on account of (i) any breach by CAESARS of any warranty,
representation or covenant set forth herein, (ii) any of the
personal appearances by HOLYFIELD, (iii) the production
and/or use of any commercials, print advertising or other
materials featuring HOLYFIELD and prepared or produced
hereunder for purposes of carrying out this Agreement,
or (iv) claims made concerning any of CAESARS' products
or services, any unauthorized use of any individual's right
of publicity, name, likeness, photo trademark, service mark,
copyright, patent, process, method ar device by
CAESARS in connection with activities undertaken
hereunder, the unauthorized use of the Properties by
CAESARS, or any material furnished by CAESARS; other than
any matter involving negligence or misconduct on the part of
HOLYFIELD; provided that HOLYFIELD gives CAESARS prompt
written notice of any Indemnified Item to which the
indemnification set forth in this Subparagraph 14 (b)
applies and does not settle any such claim or litigation
without CAESARS' prior written consent.
(c) In the case of the indemnities at (b) and (c) above,
the indemnifying party shall be entitled to elect to conduct
the defense of any such matter at its expense and if it does
so, the indemnified party may participate, but such party
shall be responsible for its own attorneys fees.
15. ABILITY TO PERFORM. Each party warrants to the
other that he/it has full power to enter into this Agreement
and the execution of this Agreement will not result in the
beach of any other agreement to which such party is a party.
16. AGREEMENT NOT TO UNDERTAKE CONFLICTING SERVICES.
(a) HOLYFIELD shall not, knowingly and purposefully during
the Term, without the express prior written consent of CAESARS,
directly or indirectly, render for pay, any public relations,
promotional or advisory services similar to those set forth in
Paragraph 1 above to or for any person or firm which does
or will compete with any of the hotel/casino or casino
businesses of any CAESARS' operating unit.
(b) The making of minor ____ passive and personal investments
in an entity providing such services, and the conduct of private
business affairs entirely unrelated to the services provided to
Caesars hereunder, shall not be prohibited under this Paragraph 16.
(c) Notwithstanding any of the foregoing, it is
expressly intended, understood and agreed that nothing in
this Agreement (including this Paragraph 16) shall in any
event restrict or limit HOLYFIELD from making appearances
at the Foxwood Indian Reservation Casino Hotel which do not
include any boxing competition, exhibition or training by
him.
17. LATE PAYMENTS AND COLLECTION. Should either party
delay in making any payment in accordance with the terms of
this Agreement, the other party shall be entitled to charge
interest on the late portion of such payment at a rate equal to
the lesser of 18% per annum or the maximum rate permitted in
accordance with applicable laws. In the event that any payment
due a party hereunder is collected by or through an attorney,
the party not making timely payment agrees to pay all costs of
collection, including arbitration/court costs and reasonable
attorneys' fees.
18. RELATIONSHIP OF PARTIES. Each of the parties hereto
recognizes and acknowledges that HOLYFIELD's performance of
services for CAESARS hereunder shall be in his capacity as an
independent contractor and nothing contained in this Agreement
shall be construed as constituting or establishing an agency,
employer/employee, partnership or joint venture relationship
between HOLYFIELD and CAESARS. CAESARS shall have no right
to obligate or bind HOLYFIELD in any manner whatsoever, and
nothing herein contained shall give or is intended to give
any rights of any kind to any third persons. HOLYFIELD shall
be solely responsible for the payment of all taxes on
compensation received hereunder.
19. RETENTION OF ENDORSEMENT RIGHTS. Subject to the
provisions of Paragraphs 1, 16 and 21 and the Site Agreement,
CAESARS agrees that HOLYFIELD shall retain all rights in and
to the Properties, and shall not be prevented, during the
Term, from using or permitting or licensing others to use
any or all of same with respect to or in connection with
the promotion, advertisement or sale or any product or
service other than casino or casino/hotel facilities
and services anywhere in the world. CAESARS further
agrees that immediately upon the expiration of the Term,
or termination of this Agreement for any reason whatsoever,
it will cease using HOLYFIELD'S name, nicknames, likeness,
photographs, endorsement, signature, or any facsimile
thereof, for any purpose except as permitted by this
Agreement or the Site Agreement.
20. PROTECTING HOLYFIELD'S ENDORSEMENT. HOLYFIELD and
CAESARS agree that each will take all reasonable steps during
the Term and thereafter requested by the other to protect
the name, nicknames, likeness, photograph, signature and
endorsement of HOLYFIELD, including the names "Evander
Holyfield", "The Real Deal" (when used with "HOLYFIELD" or
"EVANDER") or any facsimile thereof in connection with the
advertisement, promotion, distribution and sale of CAESARS'
facilities and services pursuant to this Agreement. In
addition, Holyfield will, upon request by Caesars and
at its sole cost and expenses, cooperate in ____ Caesars
and take all reasonable steps during the Term and _____ to
protect the trademark of Caesars used in conjunction with
the properties pursuant to this Agreement.
21. ADDITIONAL USE OF PROPERTIES.
(a) HOLYFIELD acknowledges that CAESARS and its
subsidiaries have been granted certain rights to use certain
of the Properties under previous Promotion and Ancillary
Rights Agreements with boxing promoters and are being granted
certain rights to use certain of the Properties under the
Site Agreement. Use of the Properties as authorized by
these Agreements shall not violate any of the provisions
of this Agreement.
(b) CAESARS and each of its subsidiaries are also
authorized to use HOLYFIELD'S name and likeness in all
annual reports, public reports, historical listing of fights
and other events at CAESARS properties, and similar
institutional uses.
22. COMMISSIONS. Neither party shall have any
obligations with respect to the payment of, nor pay, any
broker's or finder's fees or commissions with respect to this
Agreement on account of any arrangement entered into or
alleged to have been entered into by the other in
connection with the origin, negotiation, execution or
performance of this Agreement.
23. WAIVER. A waiver of any of the terms and conditions
hereof by either party shall not be construed as a general
waiver by such party, and said waiving party shall be free to
reinstate such part or clause upon notice to the other party.
No waiver, modification or cancellation of any term or
condition of this Agreement shall be effective unless
executed in writing by the party charged therewith. No
written waiver shall excuse the performance of any act
other than those specifically referred to therein.
24. NO ASSIGNMENT. HOLYFIELD shall not assign or
transfer any of his rights or duties under this Agreement,
without the prior written consent of CAESARS, except that
HOLYFIELD shall have the right to assign his rights or
obligations hereunder to any corporation the majority of
the stock of which is owned by him and/or to assign the
financial benefits hereof to any corporation or person
reasonably acceptable to CAESARS, and CAESARS hereby
consents to any such reasonably acceptable assignment(s)
which includes appropriate privileged license language.
Such assignment shall not relieve HOLYFIELD of his
duties under this Agreement. CAESARS shall not
assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of
HOLYFIELD, except as part of a transfer of substantially
all of its assets pursuant to a merger or like transaction.
Nothing herein shall be indicated as authorizing the
assignment or other transfer of the Stock Option Agreement
or the rights thereunder.
25. GOVERNING LAW. This Agreement has been offered and
accepted in the State of Nevada. This Agreement shall be
governed by, and construed and enforced in accordance with,
the laws of the State of Nevada, which shall be the sole
jurisdiction for any dispute. Any and all disputes arising
out of this Agreement shall be resolved through binding
arbitration, to be conducted by the American Arbitration
Association with all such proceedings to be heard at Las
Vegas, Nevada.
26. INTEGRATION. This Agreement, the Site Agreement,
the Stock Option Agreement, the Promissory Note and Site
Agreement, when fully executed, shall represent the entire
understanding and agreement of the parties hereto with
respect to the subject matter hereof, supersedes all previous
representations, understandings, or agreements, oral or
written, between the parties with respect to the subject
matter hereof with all prior and concurrent oral
negotiations, understandings and agreements other than the
Site Agreement, the Stock Option Agreement, the Promissory
Note and the security documents with respect to such
subject matter have been merged herein.
27. AMENDMENT. This Agreement shall not be modified,
altered or changed in any way, except by a written agreement
signed by both parties hereto.
28. TIME. Time is of the essence in this Agreement and
all of the terms, covenants and conditions hereof.
29. BINDING EFFECT. This Agreement shall be binding upon
the parties hereto and their permitted successors and
assigns.
30. CAPTIONS. The captions appearing at the commence
of the paragraphs hereof are descriptive only and for
convenience in reference to this Agreement, and, in no way
whatsoever define, limit or describe the scope or intent of
this Agreement, nor in any way affect the construction of the
contents of the respective paragraphs or subparagraphs of this
Agreement.
31. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an executed
original and all of which together shall constitute one and
the same instrument.
32. FURTHER ASSURANCES. The parties hereto shall take
any actions reasonably necessary, on or after the date
hereof, that may be required to effectuate the terms of
this Agreement.
33. NOTICE. Every and all notices, requests,
demands, payments, consents or other communications required
or permitted to be given hereunder shall be in writing and
shall be given by personal service, facsimile transmission,
or, by deposit in the United States mail, postage prepaid,
return receipt requested, to the parties at the following
addresses and shall be deemed to be given when received by
the intended recipient, provided, however, either party may
change his address by a written notice to the other
party furnished in accordance with this Paragraph 33.
If to CAESARS:
Caesars World, Inc.
1801 Century Park East
Suite 2600
Los Angeles, California 90064
Attn: Corporate Secretary
Telephone: (310) 552-2711
Fax No.: (310) 552-9446
If to HOLYFIELD:
Evander Holyfield
794 Highway 279
Fairburn, Georgia 30213
Telephone No.: (404) 460-6807
Fax No.: (404) 460-5381
With a copy to:
Jesse J. Spikes, Esq.
Long, Aldridge Norman
One Peachtree Center
303 Peachtree Street, NW
53rd Floor
Atlanta, Georgia 30308
Telephone No.: (404) 527-4000
Fax No.: (404) 527-4198
34. SURVIVAL OF PROVISIONS. Each provision of this
Agreement, the time of performance of which necessarily
antecedes or survives the termination or expiration of the
Term shall survive such termination or expiration to the
extent required to allow the performance thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year above written.
________________________ CAESARS WORLD, INC.
WITNESS
By:______________________
Title:
______________________________ ______________________
WITNESS EVANDER HOLYFIELD
CAESARS WORLD, INC.
STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION
This agreement dated this _____ day of _________, 1994
(the "date of grant") between CAESARS WORLD, INC., a Florida
corporation, (hereinafter called the "Company") and EVANDER
HOLYFIELD (hereinafter called the "Option Holder").
WITNESSETH:
WHEREAS, Option Holder has entered into a written
agreement with the Company to provide personal services
(the "Personal Services Agreement") pursuant to which Option
Holder is to perform specified personal services,
NOW, THEREFORE, in consideration of the foregoing
and of the mutual obligations herein contained, it is agreed
as follows:
1. The Company grants to the Option Holder the
right and option to purchase, on the terms and conditions
hereinafter set forth, all or any part of an aggregate of
one hundred thousand (100,000) shares of the Common Stock
$0.10 par value, of the Company at the purchase price of
$_____ per share, exercisable from time to time in
accordance with the provisions of this Agreement during a
period commencing immediately and expiring at the close of
business February ____, 2004 (the "Expiration Date" herein).
2. (a) Beginning on the one year anniversary date
of the date hereof and continuing on the next two successive
anniversary dates of the date hereof, this option shall
become exercisable ("vest") in three (3) annual installments
of thirty-three thousand three hundred thirty four (33,334),
thirty-three thousand three hundred thirty-three (33,333)
and thirty-three thousand three hundred thirty-three
(33,333) shares, respectively (unless terminated prior
to such vesting as hereinafter provided).
(b) In the event the Option Holder shall not in
any such year purchase all or any part of the shares which he
is entitled to purchase in such year, his rights to purchase
any shares not purchased in such year shall continue until
the Expiration Date, except in the event of extension as set
forth in Paragraph 4 below or earlier termination as set
forth in Paragraphs 2(d), 4 or 9 below.
(c) In the event that an event giving rise on
the part of the Company to a right to terminate the Personal
Services Agreement for cause has occurred as to which Option
Holder has a right to cure pursuant to the Personal Services
Agreement, and Option Holder has received a written notice
from the Company of such default, no further vesting shall
occur until cure of such event is completed; however, Option
Holder may continue to exercise any installments which have
vested prior to receipt of such notice.
(d) In the event that any gaming authority
requires Option Holder to become licensed or to be found
qualified or suitable to hold any securities of the Company
and Option Holder is not licensed or found qualified or
suitable within the time specified by such gaming authority,
or such gaming authority denies a license to or finds
unqualified or unsuitable Option Holder, or such gaming
authority requires a termination of this Stock Option
Agreement, then the Company shall have the right at its
option to terminate this Stock Option Agreement upon
notice within any such time period prescribed by any
such gaming authority or, if none is so prescribed,
within sixty (60) days of any such finding or
determination. Subject to the cooperation of Option Holder,
if Option Holder is called forward for a finding of
qualification or suitability, the Company shall use its
best efforts to obtain a waiver of any such qualification
or suitability requirement with reference to Option Holder
if such waiver is legally feasible and shall reimburse any
reasonable out-of-pocket costs incurred by Option Holder
incident to obtaining a finding of qualification or
suitability. In the event that Option Holder has received a
notice of termination of this Stock Option Agreement from the
Company pursuant to this Paragraph 2(d) and the basis is
other than improper associations, a conviction of an
indicated offense, undesirable conduct by Option Holder or a
failure by Option Holder to cooperate in seeking any
required qualification or finding of suitability from a
gaming authority, the unvested instalments under this Stock
Option Agreement shall vest in their entirety as of the date
of such notice of termination. After a notice of
termination pursuant to this Paragraph 2(d), in lieu of
permitting the exercise of this Stock Option Agreement, the
Company shall have the option on its part to purchase the
option granted hereunder from Option Holder based on the
excess of the fair market value of the shares of stock of
the Company (the average of the high and low on the New York
Stock Exchange as quoted by The Wall Street Journal for the
date of such notice) over the option price for all shares
vested as of such date of notice, including those shares
vesting pursuant to the preceding sentence. For purposes
of this Paragraph, "Option Holder" shall include any person
with the right to exercise this option pursuant to Paragraph
4 in the event of the death or incapacity of Option Holder.
(e) No partial exercise of this option may be
for less than ten (10) shares.
(f) The foregoing limitations shall similarly
apply to the transferees of the Option Holder by Will or by
the laws of descent or distribution.
3. Unless otherwise approved in writing by the
Company, each exercise of this option shall be by means of a
written notice of exercise delivered to the Secretary of the
Company at its principal executive office (currently located
at 1801 Century Park East, Suite 2600, Los Angeles,
California 90067) (or at such other place as the Secretary
of the Company may designate in writing), specifying the
number of shares to be purchased and accompanied by payment
in cash or by cashier's or certified check (or other check
acceptable to the Company) payable to the order of the
Company for the full purchase price of the shares to be
purchased.
4. The option granted hereby and all rights
hereunder, to the extent such rights shall not have vested,
shall terminate and become null and void upon termination
by the Company for cause as therein set forth in the
Personal Services Agreement except that; (i) the Option
Holder may at any time within the remainder of the original
ten (10) year option term, exercise the option granted
hereby to the extent such option has vested on the date of
such termination and Paragraph 6 of this Stock Option
Agreement shall continue to apply to any such installment
which is vested at such termination, and (ii) in the event
of the death or incapacity of the Option Holder, the option
granted hereby shall continue to vest notwithstanding such
death or incapacity and may be exercised by the person or
persons to whom the Option Holder's rights under the option
granted hereby shall pass by reason of the death or
incapacity of the Option Holder, whether by Will or by the
applicable laws of descent or distribution or otherwise;
provided, however, that in no event may the option granted
hereby be exercised to any extent pursuant to (i) or (ii)
above by anyone after the Expiration Date; (except with
respect to (ii) above, in which case, the option may be
exercised upon the later of the Expiration Date or ninety
(90) days following the death or incapacity of the Option
Holder).
5. Subject to Paragraph 6, as soon as practicable
after any exercise of this option in accordance with the
foregoing provisions, the Company shall deliver to the
Option Holder at the principal executive offices of the
Company or at such other place as may be mutually acceptable
to the Company and to the Option Holder, a certificate or
certificates representing the shares of stock as to which
this option has been exercised.
6. No shares of the Company's stock shall be
issued or transferred hereunder until all legal requirements
applicable to such issuance or transfer have been complied
with to the satisfaction of the Secretary of the Company
including, without limitation, any registration or permit
requirement under state or federal security law and any
listing requirement of any exchange or other stock trading
organization or regulatory body. The Company shall use its
best efforts to cause such shares to have free
transferability by Option Holder under federal and state
security laws after receipt upon exercise and Option Holder
shall cooperate fully in any such effort by providing any
information that shall be appropriate and joining the filing
of any required registration statement or state filing and
completing any filings required prior to any such sale. The
Company shall prepare and file any such required registration
statement at its sole expense, no later than fifteen (15)
business days after exercise.
7. This option and the rights and privileges
granted hereunder, (i) shall not be assignable or subject
to any encumbrance, pledge or charge of any nature, whether
by operation of law or otherwise, (ii) shall not be subject
to execution, attachment or similar process, or (iii) shall
not be transferable other than by Will or the laws of
descent and distribution, and every award and all rights
under this option shall be exercisable during the Option
Holder's lifetime only by such person or such person's
guardian or legal representative. This stock option is
accepted by Option Holder solely for purposes of investment
and without intent to sell or transfer it to any other person.
8. (a) Subject to subparagraphs (b) and (c) below,
the existence of this option shall not affect or restrict in
any way the right or power of the Board of Directors or the
stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change
in the Company's capital structure or its business, any
merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or
affecting the Company's common stock or the rights thereof,
the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets of business, or
any other corporate act or proceeding.
(b) If the outstanding shares of the Common
Stock of the Company are increased, decreased, or exchanged
for a different number or kind of shares or securities of
the Company through reorganization, reverse merger,
recapitalization, reclassification, stock dividend,
stock split, reverse stock split, combination of shares,
or otherwise, the Audit and Compensation Committee of the
Board of Directors of the Company shall take such actions,
if any, as shall be necessary to provide to the Option
Holder rights which are proportionate to the rights held
immediately prior to such event under any outstanding
options including, without limitation, increasing or
decreasing, as the case may be, the number of shares
subject to, and the exercise price of, outstanding
options. Any such adjustment may provide for the
elimination of any fractional shares which otherwise
might become subject to this option so long as it takes
into account and provides appropriate compensation for the
fair market value of any such fractional shares.
(c) In the event that the Company is merged
or consolidated with another corporation and the Company
is not the surviving corporation, or all or substantially
all of the assets of the Company are transferred to another
corporation, such action shall be taken, if any, which,
in the discretion of the Audit and Compensation Committee
acting in good faith, is necessary to substitute for shares
of stock covered by this option, the type of securities or
property of the corporation surviving such merger or
consolidation or acquiring such assets which are issuable
in such merger, consolidation or transfer to the holder of
the shares of stock of the Company or to equitably otherwise
provide to the Option Holder rights which are substantially
equivalent to the rights held immediately prior to such
event. Any such adjustment may provide for the elimination
of any fractional shares so long as it takes into account
and provides appropriate compensation for the fair market
value of any such fractional shares.
9. Nothing herein shall confer upon the Option
Holder any right to continue rendering services to the
Company or a subsidiary. A termination of the Personal
Services Agreement by the Company pursuant to its right of
termination for cause as stated therein shall automatically
terminate this Stock Option Agreement subject to the
provisions of Paragraph 4 of this Stock Option Agreement
and provided, further, that such termination shall not
affect any rights already vested hereunder.
10. Neither the Option Holder nor any other person
legally entitled to exercise this option shall be entitled to
any of the rights or privileges of a stockholder of the
Company in respect to any shares issuable upon any exercise
of this option, unless and until the transfer agent for the
Company has recorded the issuance of shares to the Option
Holder upon completion of an exercise of the option. The
Company shall use its best efforts to give prompt notice of
the exercise to the transfer agent upon a complete and valid
exercise by Option Holder.
11. The Company shall have the right to deduct or
withhold from all options hereunder upon exercise, any
federal, state, local or foreign taxes which are required by
law to be withheld with respect to such awards or, to
require the payment of any such taxes. The obligation of
the Company to make delivery of any stock hereunder shall be
subject to currency or other restrictions imposed by any
government.
12. This option has been granted, executed and
delivered the day and year first above written at Los
Angeles, California, and the interpretation, performance
and enforcement of this Agreement shall be governed by the
laws of the State of California.
CAESARS WORLD, INC.
By: ________________________
Its: ________________________
Name: EVANDER HOLYFIELD
___________________________
OPTION HOLDER
