rrd261974_295630.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LHqrbNAljX0exuaTuE10I48iKVcdnypMTv6dPeNtXPglCtOv8E2DvDxo3VBZVT0S B3GyMgC2iDlURXK7zoB2cA== 0001181431-10-057667.txt : 20101124 0001181431-10-057667.hdr.sgml : 20101124 20101124192733 ACCESSION NUMBER: 0001181431-10-057667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NORTON DAVID W CENTRAL INDEX KEY: 0001257478 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 101215986 MAIL ADDRESS: STREET 1: 9701 ROYAL LAMB DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89145 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7024076000 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 4 1 rrd292177.xml FORM 4 X0303 4 2010-11-22 0 0000858339 CAESARS ENTERTAINMENT Corp N/A 0001257478 NORTON DAVID W ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 0 1 0 0 SVP & CMO Non-Voting Common Stock, par value $0.01 per share 2010-11-22 4 D 0 18378.56 D 0 D Common Stock, par value $0.01 per share 2010-11-22 4 A 0 18378.56 A 18378.56 D Stock Option 56.08 2010-11-22 4 A 0 27591 56.08 A 2020-02-22 Common Stock 27591 27591 D Stock Option 100 2010-11-22 4 A 0 42330 100 A 2018-02-27 Common Stock 42330 42330 D On November 22, 2010, Caesars Entertainment Corporation (the "Corporation") (a) reclassified its outstanding shares of non-voting common stock, par value $0.01 per share, into a new class of voting common stock, par value $0.01 per share (the "Common Stock"), and (b) cancelled its existing class of non-economic voting common stock that was previously held by Hamlet Holdings LLC (collectively, the "Reclassification"). The Reclassification applied to stock options granted by the Corporation prior to the Reclassification, including stock options granted to Mr. Norton on February 23, 2010, with an exercise price of $56.08 per share, and February 28, 2008, with an exercise price of $100.00 per share. The shares of Common Stock were acquired as part of the Reclassification described in Footnote 1. Options vest as follows: 11,037 shares of Common Stock on 2/23/2012, and three equal installments of 5,518 shares of Common Stock on 2/23/2013, 2/23/2014 and 2/23/2015. Options vest five equal installments on 2/28/2009, 2/28/2010, 2/28/2011, 2/28/2012 and 2/28/2013. /s/ David W. Norton, by Jill Eaton, attorney-in-fact 2010-11-22 EX-24. 2 rrd261974_295630.htm POWER OF ATTORNEY rrd261974_295630.html

                            LIMITED POWER OF ATTORNEY

        The undersigned director, officer, or ten percent stockholder of
Harrah's Entertainment, Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Jonathan S. Halkyard, Michael D. Cohen, or Jill Eaton
full power to act as his/her true and lawful attorney-in-fact and agent for
him/her and in his/her name, place and stead, in any and all capacities related
to the execution of all documents required by the Securities and Exchange
Commission for timely reporting of transactions in Company securities pursuant
to Section 16(a) of the Securities and Exchange Act of 1934, as amended,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be performed in
connection with such matters as fully to all intents and purposes as the
undersigned officer might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
11th day of August, 2010.

                                         /s/ David W. Norton
                                         ---------------------------------------
                                         Printed Name: David W. Norton
                                         Title: SVP and Chief Marketing Officer

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