Caesars Entertainment, Inc.

CZR

US12769G1004

Casinos & Gaming

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May. 02	JMP Securities Adjusts Price Target on Caesars Entertainment to $60 From $62	MT
May. 02	Casino Operator MGM beats first-quarter estimates on strength in Macau business	RE

CAESARS ENTERTAINMENT, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

January 04, 2022 at 06:03 am EST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2021, Caesars Enterprise Services, LLC, a Delaware limited liability company (the "Company") entered into amended and restated employment agreements with each of the following executives:

Name                          Position
Gary L. Carano                Executive Chairman
Thomas R. Reeg                Chief Executive Officer
Anthony L. Carano             President and Chief Operating Officer
Bret Yunker                   Chief Financial Officer
Edmund L. Quatmann, Jr.       Chief Legal Officer and Secretary

The Company also entered into a new executive employment agreement with each of the following executives:



Name                  Position
Stephanie Lepori      Chief Administrative and Accounting Officer
Josh Jones            Chief Marketing Officer



Each executive is referred to herein as an "Executive" and, collectively the
amended and restated employment agreements and new executive employment
agreements are referred to herein as the "Executive Employment Agreements." The
Executive Employment Agreements will become effective on December 28, 2021.

Each Executive Employment Agreement is for a three-year term until January 1,
2025, with automatic one-year renewals unless a notice of non-renewal is
provided by either party at least three months before the scheduled renewal
date, other than Mr. G. Carano's agreement, which is for a term of one year with
automatic one-year renewals unless a notice of non-renewal is provided by either
party at least three months before the scheduled renewal date. If a "change in
control" (as defined in the applicable Executive Employment Agreement) occurs
during the term of the agreement, the then-current term of such agreement will
be extended an additional two years from the change in control, subject to
automatic renewal for subsequent periods.

Effective as of January 1, 2022, the Executive Employment Agreements for the
named executive officers and Mr. Quatmann provide for the following annual base
salary, annual incentive bonus opportunity target as a percentage of base
salary, and long-term incentive award as a percentage of base salary:

                                                                   Annual Incentive Bonus
                                                                   Opportunity Target as a         Long-Term Incentive Award as
Executive                                      Base Salary        Percentage of Base Salary         a Percentage of Base Salary
Gary L. Carano                                    $750,000                  125%                               100%
Thomas R. Reeg                                  $2,000,000                  200%                               450%
Anthony L. Carano                               $1,350,000                  125%                               300%
Bret Yunker                                     $1,150,000                  125%                               300%
Edmund L. Quatmann, Jr.                           $775,000                  100%                               200%
Stephanie Lepori                                  $700,000                  100%                               200%



Each of the following Executives is entitled to a signing bonus pursuant to
their respective Executive Employment Agreement in the following amounts: Mr.
Reeg ($5,000,000), Mr. A. Carano ($1,500,000), Mr. Yunker ($1,500,000), Mr.
Quatmann ($1,000,000) and Ms. Lepori ($1,000,000). In the event each Executive's
employment terminates due to Executive's resignation without "good reason" or by
the Company for "cause" (as such terms are defined in the Executive Employment
Agreements), prior to January 1, 2025, the Executive will be required to repay
to the Company a pro rata portion of the signing bonus.


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In the event of a termination of Mr. Reeg's employment by the Company without
"cause" or if Mr. Reeg terminates his employment for "good reason" (each as
defined in Mr. Reeg's Executive Employment Agreement), Mr. Reeg is entitled to
receive (i) a lump-sum payment equal to 1.0 times the sum of his base salary and
annual incentive award target, or 2.99 times such amount in the event of such a
termination within two years following a change in control, (ii) a lump-sum
payment of a prorated portion of his actual annual incentive award, if any, or a
prorated portion of his annual incentive award target in the event of such a
termination within two years following a change in control, (iii) a lump-sum
payment equal to 12 months of health benefits coverage, or 24 months if such a
termination is within two years following a change in control, and (iv)
outplacement services for no more than 12 months and in an amount not to exceed
$10,000.

For each Executive other than Mr. Reeg, in the event of a termination by the
Company without cause or if the Executive terminates his or her employment for
good reason, such Executive is entitled to receive (i) a lump-sum payment equal
to 1.0 times the sum of such Executive's base salary and annual incentive award
target, or 2.0 times such amount in the event of such a termination within two
years following a change in control, (ii) a lump-sum payment of a prorated
portion of such Executive's annual incentive award based on actual performance
for the calendar year that includes the date of the termination, if any, or a
prorated portion of such Executive's target annual incentive award in the event
of such a termination within two years following a change in control, (iii) a
lump-sum payment equal to 12 months of health benefits coverage, or 18 months if
such a termination is within two years following a change in control, and (iv)
outplacement services for no more than 12 months and in an amount not to exceed
$10,000.

The Executive Employment Agreements contain certain customary non-competition, non-solicitation and confidentiality provisions.



The foregoing description is not a complete description of the Executive
Employment Agreements and is qualified in its entirety by reference to the full
text of each Executive Employment Agreement, copies of which are attached hereto
as Exhibits and incorporated by reference in this Item 5.02.


Item 9.01  Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.                                             Description
10.1                     Amended and Restated Executive Employment