EX-99.(A)(1)(H)(I) 9 d378306dex99a1hi.htm FORM OF INDIVIDUAL STATEMENT OF ELIGIBLE OPTIONS Form of Individual Statement of Eligible Options

Exhibit (a)(1)(H)(i)

FORM OF INDIVIDUAL STATEMENT OF ELIGIBLE OPTIONS

 

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Caesars Entertainment 2012 Option Exchange Summary for

NAME HERE

Summary of Eligible Options

Date

Total

Time-Based Eligible Options

Number of Options

Terms of Original Grant

Exercise Price

% Vested

2011 Re-Pricing

Exercise Price

% at $20.09

Date Fully Vested @ $20.09

Performance-Based Eligible Options

1.5X 2X

Number of Options

Exercise Price

0% Vested*

Number of Options

Exercise Price

0% Vested*

*Current performance options vest when the Financial Sponsors of Caesars Entertainment realize a return on their initial investment at a multiple of money of 1.5X and 2X, respectively.

Summary of Replacement Options (Option Exchange)

Date

Aug. 2012

Time-Based Replacement Options

Number of Options

Exercise Price*

20% Vested Immediately

Date Fully Vested

Performance-Based Replacement Options

$35.00 $57.41

Number of Options

Exercise Price*

Number of Options

Exercise Price*

Represents post-option exchange time-based replacement options. Refer to the Option Exchange offer documents for additional information.

Represents post-option exchange performance-based replacement options with revised performance vesting criteria. Refer to the Option Exchange offer documents for additional information.

*The actual exercise price of the replacement options (other than certain time-based replacement options, as described below) will be equal to the last reported sale price per share of Caesars common stock on the NASDAQ on the expiration date (“Expiration Date”) of the Option Exchange (the “Replacement Option Price”). The exercise price shown above is provided for illustrative purposes only and there can be no assurance what the actual Replacement Option Price will be. Except for the time-based replacement options scheduled to vest on or prior to the second anniversary of the Expiration Date, which will have an exercise price of $20.09 per share until the second anniversary of the Expiration Date, all other replacement options (including the time-based replacement options that immediately vest) will have an exercise price equal to the Replacement Option Price.

Illustrative Pre- and Post-Option Exchange Value Comparison

TODAY

Price

Grant Value Pre-Option Exchange

Grant Value Post Option Exchange

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

$55

$57.41

$60

$70

$75

$80

$86.11

$90

$95

$100

$114.81

$120

$130

$143.51

$150

FULLY VESTED

Grant Value Pre-Option Exchange

Grant Value Post-Option Exchange

Illustrative Grant Value Comparison Pre- and Post-Option

Exchange at Time Fully Vested

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

$55

$57.41

$60

$70

$75

$80

$86.11

$90

$95

$100

$114.81

$120

$130

$143.51

$150

Grant Value Post-Option Exchange Grant Value Pre-Option Exchange

After the Option Exchange, the 1.5X and 2X options vest on the date the 30- day trailing average closing CZR stock price equals $35 or $57.41, respectively. These hurdles were $86.11 and $114.81 pre-Option Exchange.

The charts above are snapshots of value creation at specific moments in time, reflecting vesting immediately following the exchange (“Today”), and at a future time when all time based options have vested (“Fully Vested”). The charts are not intended to reflect the impact of vesting over time. There are additional materials available to you on the Exchange Website to help you understand the impact of time based vesting on your options.

Guide to CZR Stock Split:

Pre-Split

Post Split

$35.00

$20.09

Upon completion of the IPO in February 2012, CZR stock was split at a ratio of 1.742 to 1. Share prices referenced above are post-split and compare to pre-split numbers as follows:

$100.00

$57.41

$150.00

$86.11

$200.00

$114.81

$250.00

$143.51

IF THE TRADING PRICE OF OUR COMMON STOCK DECREASES AFTER THE EXPIRATION DATE OF THE OPTION EXCHANGE, THE EXERCISE PRICE OF THE REPLACEMENT OPTIONS WILL BE GREATER THAN THE TRADING PRICE OF CAESARS COMMON STOCK, AND YOU WILL NOT BE ABLE TO REALIZE ANY GAIN FROM THE EXERCISE OF THE REPLACEMENT OPTIONS. THE TRADING PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE AND THERE CAN BE NO ASSURANCES REGARDING THE FUTURE PRICE OF OUR COMMON STOCK OR THAT THE TRADING PRICE OF OUR COMMON STOCK WILL INCREASE IN THE FUTURE. CAESARS MAKES NO RECOMMENDATION AS TO WHETHER YOU SHOULD PARTICIPATE IN THE OPTION EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO PARTICIPATE. YOU ARE ENCOURAGED TO SPEAK TO YOUR FINANCIAL, LEGAL AND/OR TAX ADVISORS, AS NECESSARY, BEFORE DECIDING WHETHER OR NOT TO PARTICIPATE IN THE OPTION EXCHANGE AND TO REVIEW THE OFFER DOCUMENTS, AVAILABLE AT HTTPS://WWW.CAESARSOPTIONEXCHANGE.COM