UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~January 2324, ~~2010~~2011

Hard Rock Hotel Holdings, LLC (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-52992	16-1782658
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	000-52992	16-1782658
4455 Paradise Road, Las Vegas, NV	89169
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

4455 Paradise Road, Las Vegas, NV		89169
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 693-5000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~May 23,~~5.02. ~~2010,~~Departure ~~the board~~ of ~~directors~~Directors ofor ~~Hard~~Certain ~~Rock~~Officers; ~~Hotel~~Election ~~Holdings, LLC (the “Company”) appointed Joseph A. Magliarditi as Chief Operating Officer~~ of ~~the~~Directors; ~~Company,~~Appointment ~~Chief Executive Officer~~ of ~~Hard~~Certain ~~Rock~~Officers; ~~Hotel,~~Compensatory ~~Inc.~~Arrangements ~~(a subsidiary~~ of ~~the~~Certain ~~Company) and Chief Executive Officer for the Hard Rock Hotel & Casino Las Vegas (which is owned by the Company)~~Officers. ~~On the same date, Morgans Hotel Group Co. (a member of the Company) (“Morgans”) appointed Mr. Magliarditi as its Executive Vice President, Gaming.~~

~~Mr.~~On January ~~Magliarditi~~24, ~~age 40~~2011, ~~was~~Arnold ~~the~~D. ~~Executive~~Boswell, ~~Vice~~the ~~President and~~ Chief ~~Operating~~Financial Officer ofat ~~The~~Hard ~~M Resort,~~Rock ~~LLC~~Hotel ~~from~~& ~~2006~~Casino to(the ~~2010. The M Resort~~“Hotel”), ~~LLC owns~~ and Hard ~~operates~~Rock MHotel ~~Resort~~Holdings, ~~Spa~~LLC ~~Casino~~(the in“Company”) ~~Las Vegas,~~concluded ~~Nevada.~~discussions ~~During~~regarding ~~that time,~~ Mr. ~~Magliarditi~~Boswell’s ~~was~~intention ~~also~~to ~~the~~resign ~~Executive Vice President and Chief~~from ~~Operating~~his ~~Officer~~position ofwith ~~Marnell Sher Gaming, LLC which owns and operates~~ the ~~Colorado Belle~~ Hotel. ~~& Casino~~Mr. Boswell ~~and~~has ~~Edgewater~~notified ~~Hotel~~the &Company ~~Casino~~that inhe ~~Laughlin,~~will ~~Nevada~~resign ~~and~~as ~~Saddle~~Chief ~~West~~Financial ~~Hotel~~Officer effective ~~Casino~~as ~~and~~of ~~RV Resort in Pahrump~~February 25, ~~Nevada~~2011. ~~From~~As ~~2000~~an toinducement ~~2005,~~for Mr. ~~Magliarditi~~Boswell ~~was~~to ~~the~~remain ~~Executive~~in ~~Vice~~his ~~President,~~position as Chief ~~Operating~~ Financial Officer ~~and~~at athe ~~board~~Hotel ~~member~~through ofFebruary 25, ~~TRIRIGA INC.~~2011, anon ~~enterprise~~January 24, ~~software company. From 1994 to 2000~~2011, Mr. ~~Magliarditi~~Boswell ~~was the Vice President of Operations of Rio All-Suite Hotel & Casino~~ and ~~its successor~~Hard ~~Harrah’s~~Rock ~~Entertainment~~Hotel, Inc. ~~Additionally, Mr. Magliarditi held the positions of~~(a ~~Corporate~~subsidiary ~~Analyst, Director~~ of ~~Strategic~~the ~~Marketing~~Company) ~~and~~entered ~~Vice~~into ~~President~~an ofamendment ~~Hotel Operations for Rio All-Suite Hotel & Casino prior~~ to ~~the merger with Harrah’s Entertainment, Inc.~~ Mr. ~~Magliarditi received~~Boswell’s ~~his~~employment ~~Masters~~offer ofletter ~~Business~~dated ~~Administration from Hofstra University~~December 26, ~~Zarb~~2006 to ~~School~~provide ofa ~~Business. Mr. Magliarditi~~bonus ~~received~~in ~~his~~the ~~Bachelor~~amount of ~~Arts~~$50, ~~Economics and Marketing from Niagara University~~000, ~~School~~ ofless ~~Commerce.~~applicable ~~Additionally~~withholdings, to Mr. ~~Magliarditi~~Boswell ~~has~~if ~~successfully~~he ~~completed~~is ~~post-graduate advanced~~still ~~study~~employed ~~programs~~ at the ~~Harvard Business School, Cornell University, School of~~ Hotel ~~Administration~~ ~~and~~on ~~University of California~~February 25, ~~Los~~2011 ~~Angeles,~~(the ~~Anderson~~“Amendment ~~School of Management~~Letter”).

~~Morgans~~Under ~~Hotel Group Management LLC (“Morgans Management”),~~ the ~~operator~~Amendment ~~and manager of the Company’s properties~~Letter, ~~and~~ the ~~Company~~bonus ~~(for~~shall ~~the~~be ~~purposes~~paid ofas ~~specified~~follows: ~~provisions only~~(i) ~~have~~$25,000 ~~entered into~~paid apro ~~four-year~~rata ~~Employment~~in ~~Agreement with~~ Mr. ~~Magliarditi,~~Boswell’s bi-weekly ~~which~~paychecks ~~provides~~for hea ~~will~~period ~~commence employment~~commencing ~~with Morgans Management~~ on ~~or before June~~January 724, ~~2010~~2011 ~~(the~~and ~~“Agreement”).~~expiring ~~Under~~on ~~the Agreement~~February 25, ~~Mr. Magliarditi~~2011 isand ~~entitled~~(ii) ~~to receive an annual base salary of~~ $~~650~~25,000, ~~subject to~~paid ~~increase~~ in ~~Morgans Management’s discretion, and an annual cash bonus with~~ a ~~maximum~~lump ~~level~~sum ~~of 75% of his annual base salary based~~ on ~~reasonable~~March 4, ~~annual performance targets~~2011. The ~~exact amount of the~~ bonus, ifwill ~~any,~~no ~~will~~longer be ~~determined~~available byto ~~Morgans Management in its sole discretion.~~ Mr. ~~Magliarditi’s annual bonus for 2010~~Boswell, ifand any, ~~will~~payments bethereof ~~prorated for the amount of time he works for Morgans~~will ~~Management during 2010~~cease, ~~and~~if ~~within 30 days after he commences employment,~~ Mr. ~~Magliarditi~~Boswell ~~and Morgans~~is ~~Management~~terminated ~~are~~for ~~expected~~“Cause,” toas ~~set~~defined ~~reasonable~~in ~~performance goals upon which~~ the ~~2010~~Amendment ~~annual bonus~~Letter, ~~may~~or beif ~~based. Pursuant to the Agreement,~~ Mr. ~~Magliarditi~~Boswell ~~also~~quits isor ~~entitled to a grant of~~resigns ~~phantom~~before ~~equity awards that is tied to the value of common stock of Morgans in the form of 50~~February 25,~~000 phantom~~ ~~restricted stock units under Morgans’ Amended and Restated 2007 Omnibus Stock Incentive Plan, which is referred to as the initial phantom equity grant~~2011. ~~One-third of the initial phantom~~ ~~equity grant will vest on each of the first three anniversaries of the date of the grant.~~

~~Under~~The ~~the~~foregoing ~~Agreement,~~description ~~Mr. Magliarditi is entitled to reimbursement~~ of ~~all~~the ~~reasonable~~Amendment ~~and~~Letter ~~actual out-of-pocket~~is ~~expenses~~qualified ~~incurred by him~~ in ~~the~~its ~~performance~~entirety ofby ~~his~~reference ~~services~~ to ~~Morgans~~the ~~Management~~Amendment ~~consistent~~Letter, ~~with~~which ~~Morgans Management’s written corporate policies. Mr. Magliarditi also~~ is ~~eligible for~~filed ~~all~~herewith ~~benefits, including medical, dental, life insurance and 401(k), on the same basis~~ as ~~other~~Exhibit 10.1, ~~similarly~~ ~~situated executives of Morgans Management~~ and ~~in accordance with the terms of the various plans governing those benefits. Mr. Magliarditi~~ is ~~eligible~~incorporated ~~for~~herein ~~four~~by ~~weeks of annual paid vacation to be accrued in accordance with Morgans Management’s policy for its other senior executives~~reference.

~~Under~~Item ~~the Agreement, Morgans Management may terminate Mr~~9. ~~Magliarditi’s~~01 ~~employment~~Financial ~~with~~Statements ~~or without “Cause,” as defined in the Agreement,~~ and MrExhibits. Magliarditi may resign from his employment with or without “Good Reason,” as defined in the Agreement, after specified notice periods in certain cases. The Agreement also provides that Mr. Magliarditi’s employment will terminate automatically upon his death, or if Morgans Management determines in good faith that a “Disability,” as defined in the Agreement, has occurred and Mr. Magliarditi has not returned to full-time performance of his duties within 30 days after receipt of written notice from Morgans Management. If a notice of termination is tendered under the Amended and Restated Property Management Agreement, dated as of May 30, 2008, as amended (the “Property Management Agreement”), between certain of the Company’s subsidiaries and Morgans Management, the Agreement provides that Morgans Management may offer

~~Mr. Magliarditi employment in an alternative position with Morgans Management~~ (~~referred to as a “Morgans employment notice”~~d)~~, and the Company may offer Mr.~~ ~~Magliarditi continued employment at~~Exhibits ~~the Hard Rock Hotel & Casino Las Vegas as its Chief Executive Officer and President, or in a~~ position of similar or greater status and responsibility, on substantially similar or better terms as those contained in the Agreement (referred to as a “qualifying Hard Rock employment offer”). If Morgans Management or the Company does not offer such employment, or Mr. Magliarditi does not accept the offer, after specified periods his employment with Morgans Management will terminate.

The Agreement provides Mr. Magliarditi severance as described immediately below in each of the following circumstances:


Exhibit No.		Description

10.1		Letter, dated January 24, 2011, from Hard Rock Hotel, Inc. to Arnold D. Boswell

~~In each of the cases described above, other than under the indemnification provisions in the~~SIGNATURES ~~Agreement, Morgans Management’s only obligations to Mr. Magliarditi will be:~~

•Pursuant to ~~pay his annual base salary through~~ the ~~date~~requirements of ~~termination to~~ the ~~extent~~Securities itExchange isAct ~~unpaid and reimburse him for any business expenses not previously reimbursed, • to continue to pay his annual base salary for a period~~ of ~~18 months after the date of termination (or six months after the date of termination in the case employment terminates at the end of the four-year employment period)~~1934, ~~• to continue to provide him medical and dental insurance benefits on~~ the ~~same~~Registrant ~~basis~~has asduly ~~Morgans~~caused ~~Management’s~~this ~~other~~report ~~executive employees for 18 months after the date of termination (or six months after the date of termination in the case employment terminates at the end of the four-year employment period), •~~ to ~~the extent not paid or provided, to pay or provide him any other amounts or benefits required to~~ be ~~paid~~signed oron ~~provided~~its orbehalf ~~which~~by ~~he is eligible to receive under any plan, program, policy or practice or other contract or agreement of Morgans Management through~~ the ~~date of termination~~undersigned, ~~including,~~thereunto ~~without~~duly limitation, any accrued but unused vacation, and • except in the case employment terminates at the end of the four-year employment period, to fully vest any unvested portion, if any, of the initial phantom equity grant, which, in the case of a termination of the Property Management Agreement, will be paid in a lump sum amount of equal valueauthorized.

If, during his employment period, Mr. Magliarditi’s employment is terminated for Cause, due to death or Disability, or he resigns without Good Reason, Morgans Management will have the obligations described below. In addition, if Mr. Magliarditi’s employment terminates due to a termination of the Property Management Agreement and he rejects or does not receive a Morgans employment notice and receives and rejects or fails to timely respond to a qualifying Hard Rock employment offer, then Morgans Management will have no further obligations to Mr. Magliarditi other than as described below. In each of these cases, other than under the indemnification provisions in the Agreement, Morgans Management’s only obligations to Mr. Magliarditi, or his estate or beneficiaries, as applicable, will be:


Date: January 28, 2011		Hard Rock Hotel Holdings, LLC

		By: /s/ RICHARD SZYMANSKI

		Name: Richard Szymanski Its: Vice President

Mr. Magliarditi also agreed to confidentiality, non-competition, and non-solicitation provisions set forth in the Agreement, and the Agreement provides for indemnification of Mr. Magliarditi by Morgans Management to the maximum extent permitted by applicable law and the Certificate of Organization and Operating Agreement of Morgans Management.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference. A copy of the press release announcing the appointment of Mr. Magliarditi as described above is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Employment Agreement
99.1		Press Release dated May 25, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 30, 2010	Hard Rock Hotel Holdings, LLC
	By:	/s/ RICHARD SZYMANSKI
		Name:	Richard Szymanski
		Its:	Vice President

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