PARK PLACE ENTERTAINMENT CORP
EXHIBIT 10.42
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>7
<FILENAME>a2104821zex-10_42.htm
<DESCRIPTION>EXHIBIT 10.42
<TEXT>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.42  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kp1088_employment_agreement"> </A>
<A NAME="toc_kp1088_1"> </A>
<BR></FONT><FONT SIZE=2><B>EMPLOYMENT AGREEMENT    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment Agreement ("Agreement") is made and effective as of the 1st day of February, 2003, by and between Park Place Entertainment Corporation (the
"Company"), and Bernard E. DeLury, Jr. ("Executive"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of the premises and of the covenants and agreements herein contained, the parties agree as follows: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Employment.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;The
Employment Agreement between the parties dated August&nbsp;8, 2002 ("the Prior Agreement") shall terminate effective as of the date hereof, and shall be of no
further force and effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;The
Company hereby agrees to employ Executive in the capacity of Senior Vice President, Secretary and General Counsel, or such other capacity or capacities of similar
status and responsibility (including regional senior vice president) as the Company shall determine, and Executive hereby accepts such employment, all upon and subject to the terms and conditions
herein set forth. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;During
the term of his employment hereunder Executive shall devote his best efforts to such employment and perform such duties as are reasonably assigned or delegated to
him by the Company, consistent with his position and capacities hereunder and such other related positions(s) and capacity or capacities as the Company shall from time to time determine. While it is
understood and agreed that Executive's job capacities may change at the Company's discretion during the Term (hereafter defined)
of this Agreement, his general level of responsibility shall not be substantially reduced at any time. Furthermore, Executive agrees that the Company may direct him to perform some or all of his
duties hereunder for the benefit of subsidiaries and affiliates of the Company. Executive shall devote his entire working time and attention to the business and related interests of, and shall be
loyal to, the Company and its subsidiaries and affiliates, and Executive agrees to render services hereunder on behalf of the Company and/or on behalf of such subsidiaries and affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;Except
for the inherent travel requirements of his position, Executive shall not be required to perform his duties outside of Atlantic City, New Jersey or to relocate his
present residence. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;During
the term of his employment hereunder Executive shall not; </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;Render
services of a business, professional or commercial nature to any person or entity, directly or indirectly, whether for compensation or otherwise, except that this
prohibition shall not be construed to prevent Executive from investing his assets in such form or manner as will not require any services on the part of Executive in the operation of the affairs of
the companies in which such investments are made and which are not in violation of subparagraph (2)&nbsp;immediately below, or from engaging in charitable or civic activities so long as such
activities do not interfere with the performance of his duties hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;Engage
in any activity competitive with or adverse to the welfare of business or related interests of the Company or any of its subsidiaries or affiliates, whether
alone, as a partner, officer, director, employee or shareholder of any other corporation or other entity, or otherwise, directly or indirectly, except that the ownership of not more than one percent
of the stock of any one or more publicly traded corporations shall not be deemed a violation of this subparagraph (2); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;Be
engaged by any person or entity which conducts business with or acts as a consultant or advisor to the Company or any of its subsidiaries or affiliates, whether
alone, as a partner, officer, director, employee or shareholder of any other corporation or entity, or otherwise, directly </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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or indirectly, except that ownership of not more than one percent of the stock of any one or more publicly traded corporations shall not be deemed a violation of this subparagraph (3). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Term.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
term of this Agreement (the "Term") shall begin on the effective date stated above and shall continue until January&nbsp;31, 2006. The Term shall automatically renew beginning
February&nbsp;1, 2006 for successive periods of one year unless the Company or the Executive gives written notice to the other at
least six months prior to the end of the then applicable term, that the Agreement shall not be further extended. Otherwise, this Agreement may be terminated as specifically provided below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Compensation.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of the services to be rendered by Executive hereunder, the Company agrees to pay or cause to be paid to Executive, and Executive agrees to accept, the
sum of $375,000 (the "Base Salary") for the initial full calendar year following the effective date of this Agreement, which shall be paid in accordance with the regular payroll practices of the
Company. During the Term, the Base Salary shall be reviewed for possible increase annually in accordance with the Company's then applicable merit policies, although any determination to increase the
Base Salary shall be within the Company's sole discretion. Employee acknowledges that ten percent of the Base Salary is being paid in consideration for the covenants contained in Paragraph&nbsp;6
hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;In
addition to Base Salary, the Executive shall be entitled to participate in the Company's annual incentive plan for executive personnel. Pursuant thereto, Executive
shall be eligible to receive a bonus (the "Annual Bonus") in the sole discretion of the Company based upon Executive's performance and the financial performance of the Company and its parent company
and affiliates. The target rate and bonus shall be 75% of Base Salary. Provided Executive's employment has not been terminated pursuant to Paragraph&nbsp;8 of this Agreement, in the event the event
Executive's employment is not continued after January&nbsp;31, 2006, and a bonus has not yet been paid for the last year of his employment, then Executive shall be eligible for bonus compensation,
when such payments are made or other officers of similar status. The amount of any such bonus shall be determined by either (i)&nbsp;the average of the last three annual bonus payments or,
(ii)&nbsp;the last annual bonus payment, whichever is greater, pro-rated for the number of months worked by Executive in such calendar year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;In
addition to Base Salary and Annual Bonus, the Executive shall be entitled to participate in the Company's stock option grants, stock retention unit grants and other
long-term incentive plans as in effect from time to time in accordance with the terms of such Plans. The provisions of such plans shall govern all grants under such plans. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;Upon
execution of this Agreement, Executive shall be paid a one-time signing bonus of $25,000. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Vacation and Other Benefits.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
shall be entitled to reasonable paid vacation annually, as well as other employment benefits, including death and retirement plans, and group insurance programs for medical,
hospitalization, life, and long term disability, and the like, afforded in general to senior executives of the Company of comparable status and tenure, and consistent with the Company's policies for
executive employment benefits. The Company may, in its sole discretion, change such benefits policies from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Expenses.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall pay or cause to be paid all reasonable expenses incurred by Executive in the performance of his responsibilities and duties for the Company hereunder, as well those
reasonably incurred in the promotion of the Company's business, including but not limited to the costs of licensing </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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or qualification as may be required by any gaming jurisdiction. Executive shall submit to the Company periodic statements of all expenses so incurred in accordance with the Company's policy. Subject
to such audits as the Company may deem appropriate, the Company shall, promptly and in the ordinary course, reimburse Executive the full amount of any such expenses advanced by Executive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Covenants; Confidential Information.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;Executive
agrees that, for the applicable period specified below, he shall not, directly or indirectly, do any of the following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;Own,
manage, control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as a
consultant, independent contractor or otherwise, any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business that is competitive
with any business or enterprise in which the Company is engaged during the Term or at the time Executive's employment ceases including, without limitation, any gaming venture, Indian gaming, river
boat gaming or otherwise within any country or any state (or any metropolitan area involving multiple jurisdictions) in which there is located any gaming facility owned, managed or under development
to be owned or managed by the Company, determined as of the date Executive ceases to be employed hereunder; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;Solicit
or induce any person who is an employee, officer, consultant or agent of the Company or of any subsidiary or affiliate of the Company, to terminate such
relationship; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;Employ,
assist in employing, or otherwise be associated in business with any present or former employee or officer of the Company or of any subsidiary or affiliate of
the Company, including without limitation those who commence such positions with the Company or any such subsidiary or affiliate, after the effective date hereof; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;Disclose,
divulge, discuss, copy or otherwise use or suffer to be used in any manner, the customer lists, proprietary and confidential inventions, ideas, discoveries,
marketing methods, product research or
other data or any other methodologies of the Company (collectively, "Confidential Information"), it being acknowledged by Executive that all such Confidential Information compiled or obtained by, or
furnished to, Executive while he is or was employed by or associated with the Company, is confidential and proprietary information which is the exclusive property of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;The
provisions of subparagraphs 6A(1) through 6A(4) hereof shall be operative throughout the Term and for so long as Executive is receiving compensation (other than
benefit continuation) from the Company thereafter, except as provided in the following sentences. In the event that Executive is terminated pursuant to paragraph&nbsp;8 hereof for Cause, the
provisions of subparagraphs 6A(1), 6A(2) and 6A(3) shall be operative during the Term and for a period of one year thereafter. In the event that Executive is terminated pursuant to paragraph&nbsp;8
hereof without Cause, the provisions of subparagraph 6A(1) shall be operative for a period of six months after termination of employment and the provisions of subparagraphs 6A(2) and 6A(3) shall be
operative for a period of 12&nbsp;months after the termination of employment. All obligations created by the terms of subparagraph 6A(4) are of a continuing nature and shall remain in effect at all
times during Executive's period of employment hereunder and for a period of five years thereafter; </FONT><FONT SIZE=2><I>provided </I></FONT><FONT SIZE=2>that if at any time following the
termination of this Agreement any Confidential Information shall become part of the public domain through no fault of Executive, then the restrictions and limitations of subparagraph 6A(4) shall not
apply to such particular information. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;The
Executive acknowledges and agrees that the restrictions contained in this paragraph are reasonable and necessary to protect and preserve the legitimate interests,
properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach any of those provisions. Executive represents and acknowledges that (i)&nbsp;the
Executive has been advised by the Company to consult Executive's own legal counsel in respect of this Agreement, and (ii)&nbsp;that the Executive has had full opportunity, prior to execution of this
Agreement, to review thoroughly this Agreement with the Executive's counsel. The Executive further acknowledges and agrees that a breach of any of the restrictions in this paragraph cannot be
adequately compensated by monetary damages. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;The
Company agrees to give the Executive written notice of any action taken by the Executive that it believes in good faith to constitute a violation of the Executive's
undertakings under Paragraph&nbsp;6 and to give the Executive at least 10&nbsp;days thereafter to cease any such action which, if he complies with such request, will preclude any further action or
any recovery by the Company. In the event that the Executive fails to do so, the Executive agrees that the Executive's right to any payment pursuant to Paragraph&nbsp;8 shall be forfeited (but only
to the extent of those portions not previously received) and the Executive's right to exercise any and all stock options shall cease. In addition, in the case of any violation of the provisions of
this paragraph&nbsp;6, the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable
accounting of all earnings, profits and other benefits arising from any violation of this paragraph (with appropriate credit for the amounts forfeited by the Executive and the
non-exercisability of the stock options), which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;In
the event that any of the provisions of this Paragraph&nbsp;6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by
applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by
applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by
law. The Executive irrevocably and unconditionally (x)&nbsp;agrees that any suit, action or other legal proceeding arising out of this Paragraph, including without limitation, any action commenced
by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought (without posting a bond) in the United States District Court for the District of New Jersey,
or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Jersey, (y)&nbsp;consents to the non-exclusive jurisdiction of
any such court in any such suit, action or proceeding, and (z)&nbsp;waives any objection which the Executive may have to the laying of venue of any such suit, action or proceeding in any such court.
The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Paragraph&nbsp;12
hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Paragraph&nbsp;6, the term "Company" shall be deemed to mean the Company and/or any of its subsidiaries or affiliates, together with their
respective successors or assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Illness, Incapacity or Death During Employment.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;If
Executive is unable to perform services hereunder by reason of illness or incapacity resulting in a failure to discharge his duties under this Agreement for six or
more consecutive months, then upon 30&nbsp;days notice, the Company may terminate the employment of Executive and the Term under this Agreement, and upon such termination Executive shall be paid
(i)&nbsp;his Base Salary on a pro-rata basis to the date of termination through the 30-day period; (ii)&nbsp;an amount equal to his prior year's Annual Bonus on a
pro-rata basis to the date of termination through the 30-day notice period; (iii)&nbsp;reimbursement of all expenses reasonably incurred by Executive in performing his
responsibilities and duties for the Company prior to and including such date; and (iv)&nbsp;applicable insurance and other group benefits proceeds. In the event of termination pursuant to this
paragraph&nbsp;7(A), </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;Executive
shall have the right to the assignment of any and all of the Company group insurance policies or health protection plans if and to the extent that such
policies and plans permit assignment out of the group to the individual Executive, and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;Executive
shall be entitled to a salary continuation benefit equal to 60% of his Base Salary, reduced by the value of any salary continuation received (whether in lump
sum or periodically) under the Company's Long Term Disability Plan or any other applicable insurance or other group benefits
provided by the Company. This salary continuation benefit shall be payable for the same period as benefits would be provided to a similarly situated senior officer of the Company under the Plan. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;In
the event of Executive's death, this Agreement shall automatically terminate; provided that the Company shall pay to the Executive's estate (i)&nbsp;his Base Salary
on a pro-rata basis to the date of death; (ii)&nbsp;an amount equal to the lesser of his prior year's Annual Bonus or the current year's target bonus at the then applicable rate of
achievement on a pro-rata basis to the date of death; (iii)&nbsp;reimbursement of all expenses reasonably incurred by Executive in performing his responsibilities and duties for the
Company prior to and including such date; and (iii)&nbsp;applicable insurance and other group benefits proceeds. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Termination for Cause or without Cause.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;The
employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates
Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all
purposes of this Agreement, the term "Cause" means: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;Executive's
fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such
duties as may properly be assigned him hereunder; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;Executive's
material breach of any provision of this Agreement; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;Executive's
failure to qualify (or, having so qualified, being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive
may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory body, except that any such failure to qualify or
disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;Any
termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in
the manner provided in Paragraph&nbsp;9. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;The
employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term
shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that Executive shall be paid (a)&nbsp;the Base Salary
for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b)&nbsp;a lump sum amount equal to the
greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was
pro-rated, then, for purposes of this subsection, such bonus will be calculated on a full year basis. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;Fifty
percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in
Paragraph&nbsp;6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10)&nbsp;days after the date of termination, the Executive's accrued but unpaid cash
compensation (the "Accrued Obligations"), which shall include but not be limited to: (1)&nbsp;any portion of the Executive's Annual Base Salary through the date of termination that has not yet been
paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a
fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2)&nbsp;any
compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3)&nbsp;any earned but unpaid vacation pay; and
(4)&nbsp;similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business
expenses, and provided further that the Company's obligation to make any payments under this Paragraph&nbsp;8, to the extent that any such payment shall not have accrued as of the day before the
date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the
"Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under
the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the
termination thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;In
the event of a Change of Control (as defined below), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid in lump
sum twenty four months of Base Salary or an amount equal to his Base Salary for the balance of the term of this Agreement, whichever is greater, and the greater of the (i)&nbsp;average of the
bonuses, if any, paid to Executive by the Company for the three prior years or (ii)&nbsp;bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially
changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated
Executive's services without cause. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
"Change in Control" shall mean: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;An
acquisition by any individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership
(within the meaning of Rule&nbsp;13d-3 promulgated under the Exchange Act) of 20% or more of either (1)&nbsp;the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (2)&nbsp;the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities") (a "Control Purchase"); excluding, however, the following: (1)&nbsp;any acquisition directly from the Company, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2)&nbsp;any acquisition by the Company, (3)&nbsp;Any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (4)&nbsp;any acquisition by any corporation pursuant to a transaction
which complies with clauses (1), (2)&nbsp;and (3)&nbsp;of subsection (c)&nbsp;of this definition, or (5)&nbsp;any acquisition by Barron Hilton or the Conrad N. Hilton Fund; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;A
change in the composition of the Board such that the individuals who, as of the effective date of this Agreement, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, for purposes
of this definition, that any individual who becomes a member of </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>
the Board subsequent to the effective date of this Agreement, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those
individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of
the Incumbent Board; but, </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2>, that any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule&nbsp;14a-11 of Regulation&nbsp;14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;The
consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate
Transaction"); excluding however, such a Corporate Transaction pursuant to which (1)&nbsp;all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the
outstanding Company common stock and outstanding Company voting securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly more than 60% of, respectively,
the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Company common
stock and outstanding Company voting securities, as the case may be, (2)&nbsp;no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the
extent that such ownership existed prior to the Corporate Transaction, and (3)&nbsp;individuals who were members of the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;The
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
used in this Paragraph&nbsp;8 with respect to a Change in Control, Company shall include the corporate parent of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
it shall be determined that any payment or distribution to or for the benefit of Executive pursuant to this Paragraph&nbsp;8 ("Severance Payments") would be subject to the excise
tax imposed by Section&nbsp;4999 of the Internal Revenue Code (the "Excise Tax"), then Executive shall be entitled to receive from the Company an additional payment (the "Excise Tax
Gross-Up Payment") in an amount such that the net amount retained by Executive, after the calculation and deduction of any Excise Tax on the Severance Payments and any federal, state and
local income taxes and Excise Tax on the Excise Tax Gross up Payment provided for in this Section, shall be equal to the Severance Payments. In determining this amount, the amount of the Excise Tax
Gross Up Payment attributable to federal income taxes shall be reduced by the maximum reduction in federal income taxes that could be obtained by the deduction of the portion of the Excise Tax Gross
Up Payment attributable to state and local income taxes. Finally, the Excise Tax Gross Up Payment shall be reduced by income or excise tax withholding payments made by the Company to any federal,
state or local taxing authority with respect to the Excise Tax Gross Up Payment that was not deducted from compensation payable to Executive. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Arbitration.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Executive mutually consent to the resolution by arbitration by a panel of three arbitrators, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association, to be held in Atlantic County, New Jersey, of all claims or controversies arising out of the Executive's employment (or its termination) that the
Company may have against the Executive or that the Executive may have against the Company or against its officers, directors, shareholders, employees or agents in their capacity as such other than a
claim which is primarily for an injunction or other equitable relief. Each of the Company and the Executive shall choose one arbitrator and the arbitrators shall jointly choose a third. The Company
shall pay the fees and costs of the arbitrator and all other costs in connection with any arbitration, including reasonable legal fees and expenses, unless the arbitrator shall determine that such
claim or controversy was without reasonable basis or that payment such legal fees and expenses would otherwise be unfair to the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Severable Provisions.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
provisions of this Agreement are severable, and if any one or more provisions hereof may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially unenforceable provision to the extent enforceable, shall nevertheless be binding and enforceable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Binding Agreement.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
rights and obligations of the Company and Executive under this Agreement shall be binding upon and inure to the benefit of, and be enforceable by and against, the parties hereto and
their respective heirs, personal representations, and successors and assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Notices.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
notice, request, demand, waiver, consent, approval or other communication (a "Notice") which is required or permitted hereunder shall be in writing as referenced below. All Notices
may be delivered by telecopier or similar device, with a true copy thereof sent the same day by Federal Express, DHL Courier, or other similar overnight delivery service providing receipt against
delivery, and shall be deemed given or made upon receipt thereof. All Notices are to be given or made to the parties at the following addresses (or to such other address as any party may designate by
a Notice given in accordance with the provisions of this Section&nbsp;12): </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="24%"><FONT SIZE=2>If to the Company:</FONT></TD>
<TD WIDTH="76%"><FONT SIZE=2>Park Place Entertainment Corporation<BR>
3930 Howard Hughes Parkway<BR>
Las Vegas, NV 89109<BR>
Attention: President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="24%"><FONT SIZE=2><BR>
If to Executive:</FONT></TD>
<TD WIDTH="76%"><FONT SIZE=2><BR>
Bernard E. DeLury, Jr.<BR>
807 Sterling Place<BR>
Brigantine, NJ 08203</FONT></TD>
</TR>
</TABLE></DIV>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Waiver.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Either party's failure to enforce any provision(s) of this Agreement shall not in any way be construed as a waiver of any such provision(s) as to any future
violations(s) thereof, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative, and the waiver by a
party of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to him or it under the circumstances. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Governing Law.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be governed by and construed and interpreted according to the internal laws of the State of Nevada, without reference to such State's principles of conflict of laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Tax Withholding.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything the to contrary set forth in this Agreement, the Company may withhold from amounts payable under this Agreement, all federal, state, local and foreign income and
employment taxes that are required to be withheld by applicable laws or regulations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Captions and Paragraph Headings.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Captions
and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Compliance Committee Approval</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
shall cooperate with requests for information, documentation or assurances from the Park Place Entertainment Corporation Compliance Committee during the term of this Agreement.
In the event the Compliance Committee, in its absolute discretion, disapproves Executive's continued employment or determines that Executive's continued employment may adversely affect the licensing
status of Employer or any of its parents, subsidiaries, affiliates, successors and assigns with any gaming
or other regulatory agency, Employer shall have the right to immediately terminate this Agreement without further liability to Executive, other than for payment any accrued but unpaid portion of Base
Salary through the date of termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Entire Agreement.</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and may not be modified or terminated orally. No
modification, termination or attempted waiver of this Agreement shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. </FONT></P>

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<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>PARK PLACE ENTERTAINMENT CORPORATION<BR>
"The Company"</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>WALLACE R. BARR</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Wallace R. Barr, President and Chief Executive Officer</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>BERNARD E. DELURY, JR.</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Bernard E. DeLury, Jr.<BR>
("Executive")</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kp1088_annex_1_general_release"> </A>
<A NAME="toc_kp1088_2"> </A>
<BR></FONT><FONT SIZE=2><B>ANNEX 1<BR>  <BR>    </B></FONT><FONT SIZE=2><I>GENERAL RELEASE</I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;I,&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
for and in consideration of certain payments to be made and the benefits to be provided to me under Paragraph&nbsp;8 of my Employment Agreement
dated as of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 200&nbsp;&nbsp;&nbsp;&nbsp;(the "Employment Agreement") with Park Place Entertainment
Corporation (the "Company"), and conditioned upon such payments and provisions, do hereby
REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its subsidiaries and affiliates, their officers, directors, shareholders, partners, employees and agents, their respective successors and
assigns, heirs, executors and administrators (hereinafter collectively included within the term the "Company"), acting in any capacity whatsoever, of and from any and all manner of actions and causes
of actions, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by
reason of any matter, cause or thing whatsoever from the beginning of my employment with Park Place Entertainment Corporation to the date of these presents arising from or relating in any way to my
employment relationship and the termination of my employment relationship with Park Place Entertainment Corporation, including but not limited to, any claims which have been asserted, could have been
asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. &sect;621 </FONT> <FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.,
Americans with Disabilities Act ("ADA"), 42 U.S.C. &sect;2000e </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>., Title VII of the
Civil Rights Act of 1964, 42 U.S.C. &sect;2000e </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>., any contracts between the Company and me and any common law claims now or hereafter
recognized and all claims for counsel fees and costs; provided, however, that this General Release shall not apply to any entitlements under the terms of the Employment Agreement or under any other
plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the limitations of paragraph&nbsp;1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect
to unknown claims, I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides as follows: </FONT></P>

<UL>
<UL>

<P><FONT SIZE=2>A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected
his settlement with the debtor. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;I
hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and the Company has no
obligation, contractual or otherwise to me to hire, rehire or re-employ me in the future. I acknowledge that the terms of the Employment Agreement provide me with payments and benefits
which are in addition to any amounts to which I otherwise would have been entitled. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;I
hereby agree and acknowledge that the payments and benefits provided by the Company are to bring about an amicable resolution of my employment arrangements and are not
to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company and that this Agreement and General Release is made
voluntarily to provide an amicable resolution of my employment relationship with the Company and the termination of the Employment Agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;I
hereby certify that I have read the terms of this General Release, that I have been advised by the Company to discuss it with my attorney, and that I understand its
terms and effects. I acknowledge, further, that I am executing this General Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims
recited herein in exchange for the consideration described in the Employment Agreement, which I acknowledge is </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>
adequate and satisfactory to me. None of the above-named parties, nor their agents, representatives, or attorneys have made any representations to me concerning the terms or effects of this General
Release other than those contained herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;I
hereby acknowledge that I have been informed that I have the right to consider this General Release for a period of 21&nbsp;days prior to execution. I also understand
that I have the right to revoke this General Release for a period of seven days following execution by giving written notice to the Company at 3930 Howard Hughes Parkway, Las Vegas, NV 89101,
Attention: General Counsel. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Intending
to be legally bound hereby, I execute the foregoing General Release this&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;day of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
200&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;. </FONT></P>

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<TD WIDTH="45%"><HR NOSHADE><FONT SIZE=2> Witness</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><HR NOSHADE></TD>
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<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<P><br><A NAME="03WLA1140_6">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kp1088_1">EMPLOYMENT AGREEMENT</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kp1088_2">ANNEX 1 GENERAL RELEASE</A></FONT><BR>
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