-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HBoHq9/o0jr0+DNG/dTQp/e6GzdkuJREZvRroYfRBnc9i30DDOVzVAJ3FT30Kgj2 hHomMZ/ixzDaEIHeySsy0w== 0000016095-94-000003.txt : 19940302 0000016095-94-000003.hdr.sgml : 19940302 ACCESSION NUMBER: 0000016095-94-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940222 19940313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS WORLD INC CENTRAL INDEX KEY: 0000016095 STANDARD INDUSTRIAL CLASSIFICATION: 7990 IRS NUMBER: 590773674 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52363 FILM NUMBER: 94511085 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK E STE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105522711 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: LUMS INC DATE OF NAME CHANGE: 19720123 S-8 1 FORM S-8 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
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 Common Stock, 100,000 $55.50 $5,550,000 $1,914 $.10 par value (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.
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 EX-5 2 EXHIBIT 5 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 EX-15 3 EXHIBIT 15 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 EX-24 4 AA&CO CONSENT LETTER 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 EX-28.I 5 PERSONAL SERVICE AGREEMENT 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 EX-28.II 6 STOCK OPTION AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----