Employment Agreement - MGM Grand Inc. and James Murren
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on 1/16/98, by and
between MGM GRAND, INC. a Delaware corporation ("Employer"), and James Murren,
("Employee")
1. Employment. Employer hereby employs Employee, and Employee hereby accepts
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employment by the Employer, as Employer's Exec., VP and CFO (which title
may be changed by Employer in its sole discretion) to perform such
executive, managerial or administrative duties as Employer may specify from
time to time. In construing the provisions of this Agreement, "Employer"
shall include all of Employer's subsidiary, parent and affiliated
corporations and entities.
2. Term. This Agreement shall commence on 1/16, 1998, and continue for a
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period of four (4) years until it terminates on 1/16, 2002 ("Specified
Term").
3. Compensation. Employee shall receive a minimum annual salary of $375,000,
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effective 1/16, 1998. Employee shall also be eligible to receive fringe
benefits commensurate with Employer's other employees in comparable
executive positions, and reimbursement for all reasonable business and
travel expenses incurred by Employee in performing the duties hereunder,
payable in accordance with Employer's customary practices. Employee's
performance may be reviewed periodically. Employee is eligible for
consideration for a discretionary raise, annual bonus and/or promotion by
Employer in its sole and absolute discretion.
4. Extent of Services. The Employee agrees that the duties and services to be
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performed by Employee shall be performed exclusively for Employer. Employee
further agrees to perform such duties in an efficient, trustworthy and
businesslike manner. The Employee agrees not to render to others any
service of any kind whether or not for compensation, or to engage in any
other business activity whether or not for compensation, that is similar to
or conflicts with the performance of Employee's duties under this
Agreement, without the approval of the Executive Committee of the Board of
Directors of MGM Grand, Inc.
5. Policies and Procedures. In addition to the terms herein, Employee agrees
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to be bound by Employer's policies and procedures as they may be amended by
Employer from time to time. In the event the terms in the Agreement
conflict with Employer's policies and procedures, the terms herein shall
take precedence. Employer recognizes that it has a responsibility to see
that its employees understand the adverse effects that problem gambling and
underage gambling can have on individuals and the gaming industry as a
whole. Employee acknowledges having read Employer's policies, procedures
and manuals and agrees to abide by the same, including but not limited to
Employer's policy of prohibiting underage gaming and supporting programs to
treat compulsive gambling.
6. Licensing Requirements. Employee acknowledges that Employer is engaged in
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a business that is or may be subject to and exists because of privileged
licenses issued by governmental authorities in Nevada, Australia, New
Jersey and other jurisdictions in which Employer is engaged or has applied
or during the Specified Term may apply to engage in the gaming business. If
requested to do so by Employer, Employee shall apply for and obtain any
license, qualification, clearance or the like which shall be requested or
required of Employee by any regulatory authority having jurisdiction over
Employer. If Employee fails to satisfy such requirement, or if Employer is
directed to cease business
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with Employee by any such authority, or if Employer shall determine, in
Employer's sole and exclusive judgment, that Employee was, is or might be
involved in, or is about to be involved in, any activity, relationship(s)
or circumstance which could or does jeopardize Employer's business,
reputation or such licenses, or if any such license is threatened to be,
or is, denied, curtailed, suspended or revoked, this Agreement may be
terminated by Employer and the parties' obligations and responsibilities
shall be determined by the provisions of Paragraph 10(a).
7. Additional Consideration. Employee has received as consideration for this
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Agreement, in addition to the Compensation stated in Paragraph 3 above,
the sum of $30,000. Employee represents and warrants that such
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consideration is reasonable, adequate and sufficient for Employee's
agreement to the terms contained herein, including but not limited to the
undertakings stated in Paragraphs 4, 6 and 8.
8. Restrictive Covenants.
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a. Competition. Employee acknowledges that, in the course of
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Employee's responsibilities hereunder, Employee will form
relationships and become acquainted with certain confidential and
proprietary information as further defined in Paragraph 8 (b).
Employee further acknowledges that such relationships and
information are valuable to the Employer and that the restrictions
on future employment, if any, are reasonably necessary in order for
Employer to remain competitive in the gaming industry. In
consideration for the Compensation and Additional Consideration
hereunder, and in recognition of Employer's heightened need for
protection from abuse of relationships formed or information
garnered before and during the Specified Term of the Employee's
employment hereunder, Employee covenants and agrees that, except as
set forth in subparagraphs 10(b)(ii)[b], 10(e)(v)[ii] and Paragraph
10(c), in the event Employee is not employed by Employer for the
entire Specified Term, then for the twelve (12) month period
immediately following separation from active employment, or for
such shorter period remaining in the Specified Term should Employee
separate from active employment with less than twelve (12) months
remaining in the Specified Term (the "Restrictive Period"),
Employee shall not directly or indirectly be employed by, provide
consultation or other services to, engage in, participate in or
otherwise be connected in any way with any firm, person,
corporation or other entity which is either directly, indirectly or
through an affiliated company, engaged in non-restricted gaming in
the State of Nevada, or in or within a 150 mile radius of any other
jurisdiction in which Employer during the Restrictive Period is
operating or has applied for a gaming license ("Competitor"). The
covenants under this Paragraph include but are not limited to
Employee's covenant not to:
i. Make known to any third party the names and addresses of any
of the customers of the Employer, or any other information
pertaining to those customers.
ii. Call on, solicit and/or take away, or attempt to call on,
solicit and/or take away, any of the customers of the
Employer, either for Employee's own account or for any third
party.
iii. Call on, solicit and/or take away, any potential or
prospective customer of the Employer, on whom the Employee
called or with whom Employee became acquainted during
employment (either before or during the
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Specified Term) by the Employer, either for Employee's own
account or for any third party.
iv. Approach or solicit any employee of the Employer with a view
towards enticing such employee to leave the employ of the
Employer to work for the Employee or for any third party, or
hire any employee of the Employer, without the prior written
consent of the Employer, such consent to be within Employer's
sole discretion.
b. Confidentiality. Employee further covenants and agrees that Employee
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shall not at any time during the Specified Term or thereafter, without
Employer's prior written consent, disclose to any other person or
business entities any trade secret (as that term is defined on Exhibit
A attached hereto) proprietary or other confidential information
concerning Employer, including without limitation, Employer's customers
and its casino, hotel and marketing practices, procedures, management
policies or any other information regarding the Employer which is not
already and generally known to the public. Employee further covenants
and agrees that Employee shall not at any time during the Specified
Term, or thereafter, without the Employer's prior written consent,
utilize any such trade secrets, proprietary or confidential information
in any way, including communications with or contact with any such
customer other than in connection with employment hereunder. Not by way
of limitation but by way of illustration, Employee agrees that such
trade secrets, proprietary or confidential information specifically
include but are not limited to those documents and reports set forth on
Exhibit B.
c. Employer's Property. Employee hereby confirms that such trade secrets,
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proprietary or confidential information and all information concerning
customers who utilize the goods, services or facilities of the MGM
Grand Hotel/Casino and any other hotel and/or casino owned, operated or
managed by Employer constitute Employer's exclusive property
(regardless of whether Employee possessed or claims to have possessed
such information prior to the date hereof). Employee agrees that upon
termination of active employment, Employee shall promptly return to the
Employer all notes, notebooks, memoranda, computer disks, and any
other similar repositories of information (regardless of whether
Employee possessed such information prior to the date hereof)
containing or relating in any way to the trade or business secrets or
proprietary and confidential information of the Employer, including but
not limited to the documents referred to in Paragraph 8(b). Such
repositories of information also include but are not limited to any so-
called personal files or other personal data compilations in any form,
which in any manner contain any trade secrets or proprietary or
confidential information of the Employer.
d. Notice to Employer. Employee agrees to notify Employer immediately of
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any employers for whom Employee works during the Specified Term or
within the Restrictive Period. Employee further agrees to promptly
notify Employer, during Employee's employment with Employer, of any
contacts made by non-restricted gaming licensees which concern or
relate to an offer of future employment (or consulting services) to
Employee.
9. Representations. Employee hereby represents, warrants and agrees with
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Employer that:
a. The covenants and agreements contained in Paragraphs 4 and 8 above are
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reasonable in their geographic scope, duration and content; the
Employer's agreement to employ the Employee and a portion of the
compensation and consideration to be paid to Employee under
Paragraphs 3 and 7 hereof, are in partial consideration for such
covenants; the Employee shall not raise any issue of the
reasonableness of the geographic scope, duration or content of
such covenants in any proceeding to enforce such covenants; and
such covenants shall survive the termination of this Agreement,
in accordance with its terms;
b. The enforcement of any remedy under this Agreement will not
prevent Employee from earning a livelihood, because Employee's
past work history and abilities are such that Employee can
reasonably expect to find work in other areas and lines of
business;
c. The covenants and undertakings stated in Paragraphs 4, 6 and 8
above are essential for the Employer's reasonable protection; and
d. Employer has reasonably relied on these representations,
warranties and agreements by Employee.
Additionally, the Employee agrees that in the event of Employee's breach
of any covenants set forth in Paragraphs 4 and 8 above, the Employer may
seek to enforce such covenants through any equitable remedy, including
specific performance or injunction, without waiving any claim for
damages. In any such event, the Employee waives any claim that the
Employer has an adequate remedy at law.
10. Termination.
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a. This Agreement may be terminated by Employer at any time during
the Specified Term hereof for good cause. Upon any such
termination, Employer shall have no further liability or
obligations whatsoever to Employee hereunder except as provided
under 10(a)(1)[a] and 10(a)(1)[b] and except that Employee shall
be entitled to receive so much of the stock from the Executive
Stock Option Plan as had been vested but unexercised as of the
date of termination upon compliance by the Employee with all the
terms and conditions required to exercise such options. Good
cause shall be defined as:
i. Employee's death or disability, which is hereby defined to
include incapacity for medical reasons certified to by a
licensed physician which precludes the Employee from
performing the essential functions of Employee's duties
hereunder for a substantially consecutive period of six
(6) months or more;
[a] In the event of Employee's death during the term of
this Agreement, Employee's beneficiary (as
designated by Employee on the Employer's benefit
records) shall be entitled to receive Employee's
salary for a three (3) month period following
Employee's death, such amount to be paid at regular
payroll intervals.
[b] In the event that this Agreement is terminated by
Employer due to Employee's disability, as provided
under subparagraph 10(a)(i), Employer shall pay to
Employee an amount equal to Employee's
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salary for an additional period of three (3) months
such amount to be paid at regular payroll intervals,
net of payments received by Employee from any Short
Term Disability Policy which is either self-insured by
Employer or the premiums of which were paid by
Employer.
ii. Employee's failure to abide by Employer's policies and
procedures, misconduct, insubordination, inattention to
Employer's business, failure to perform the duties required
of Employee up to the standards established by the
Employer's Board of Directors, or other material breach of
this Agreement; or
iii. Employee's failure or inability to satisfy the requirements
stated in Paragraph 6 above.
b. Except as set forth in subparagraph 10(e)(iv), this Agreement may
be terminated by Employer at any time during the Specified Term
hereof, for any or no cause deemed sufficient by Employer upon
written notice to Employee. Upon such termination, as its sole
liability to Employee, Employer shall:
i. Treat Employee as an inactive employee, pay Employee's
salary and continue Employee's benefits (excluding
eligibility for flex time, discretionary bonus and new
stock option grants, but including the continued vesting of
previously granted stock options, if any, for a period of
up to twelve (12) months from the date Employee is in an
inactive employee status, if Employee remains in such
inactive status for such period) for the period remaining
in the Specified Term; and
ii. Provide for Employee to receive so much stock from the
Executive Stock Option Plan as had been vested but
unexercised as of the date of termination of Employee's
inactive employee status upon compliance by the Employee
with all the terms and conditions required to exercise such
options.
Employee shall continue to be bound by the restrictions in Paragraph 8
above, as modified by subparagraph 10(f).
Notwithstanding anything herein to the contrary:
[a] While Employee is in an inactive status Employee may
be employed by or provide consultation services to a
non-Competitor of Employer, provided that Employer
shall be entitled to offset the salary being paid by
Employer during the Specified Term by the compensation
and/or consultant's fee being paid to Employee by the
non-Competitor of Employer, and provided further, that
Employer shall not be required to continue to provide
benefits from and after the time that Employee is
entitled to receive benefits from the non-Competitor
of Employer; and
[b] At any time after the end of the Restricted Period, if
the Employee is in an inactive status, Employee may
notify Employer in writing that Employee desires to
terminate Employee's inactive status and immediately
thereafter Employer shall have no further liability or
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obligations to Employee hereunder, except that Employee shall be
entitled to receive so much stock from the Executive Stock Option
Plan as is vested but unexercised as of the date of termination
of Employee's inactive status upon compliance by the Employee
with all the terms and conditions required to exercise such
options.
For clarification, upon a Change of Control (as described in Paragraph
10(c), below), Employer may no longer terminate this Agreement pursuant to
this Paragraph 10(b).
c. Employee may terminate this Agreement for good cause. For purposes of this
Paragraph 10(c), good cause shall mean:
i. the failure of Employer to pay Employee any compensation
when due, save and except a "Disputed Claim" to
compensation; or
ii. material reduction in the scope of duties or
responsibilities of Employee or any reduction in Employee's
salary save and except a "Disputed Claim".
For any termination under this Paragraph 10(c), Employee shall give
Employer thirty (30) days advance written notice specifying the facts and
circumstances of Employer's breach. During such thirty (30) day period,
Employer may either cure the breach or declare that a dispute exists with
the breach claimed, in either of which case this Agreement continues in
full force until the dispute is resolved in accordance with Paragraph 11.
As a result of any termination under this Paragraph 10(c), Employee shall
be entitled to receive so much of the stock from the Executive Stock
Option Plan as had been vested but unexercised as of the date of
termination, upon compliance by the Employee with all the terms and
conditions required to exercise such option. Employee shall have no
further claim against Employer arising out of such breach.
d. Employee shall also have the right to terminate Employee's employment
without cause upon thirty (30) days advance written notice to Employer.
Upon any such termination Employer shall have no further liability or
obligations whatsoever to Employee hereunder, except that Employee shall
be entitled to receive so much of the stock from the Executive Stock
Option Plan as had been vested but unexercised as of the date of
termination, upon compliance by the Employee with all the terms and
conditions required to exercise such option. Upon any such termination,
Employee shall be subject to the undertakings contained in Paragraph 8.
e. In the event that there is a change in control of MGM Grand, Inc.
("Parent"), if such change of control is a result of a sale or exchange of
outstanding common stock of Parent to a third party, and as a result
thereof the ownership by Kirk Kerkorian, Tracinda Corporation and/or their
affiliates of the voting stock of the acquiring or surviving entity (after
completion of the transactions set forth in the sale or exchange agreement
documents, including without limitation subsequent stock buybacks
contemplated in such transactions), represents in the aggregate less than
twenty percent (20%) of the voting power of the voting stock of such
entity, as distinguished from a change in control resulting from the
issuance of Treasury
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shares or from any other transaction ("Change of Control"), then upon the
effective date of the Change of Control ("Effective Date"):
i. All of Employee's unvested stock options shall become fully vested,
provided that Employee shall have the right to elect (by notifying
the Employer in writing as set forth on Exhibit C) that all or any
portion of Employee's unvested stock options shall not become fully
vested upon a Change of Control.
ii. If the Change of Control results from an exchange of outstanding
common stock as a result of which the Common Stock of Parent is no
longer publicly held, then upon the Effective Date of the Change of
Control all options held by Employee to purchase common stock of
Parent shall be exercisable at the time or times they would
otherwise have been exercisable for the consideration (cash, stock
or otherwise) which the holders of Parent common stock received in
such exchange. For example, if immediately prior to the Effective
Date, Employee has options to acquire 5,000 shares of Parent's
common stock and the exchange of stock is one share of common stock
of Parent for two shares of common stock of the acquiring entity,
then Employee's options shall be converted into options to acquire,
upon payment of the exercise price, 10,000 shares of the acquiring
entity's common stock.
iii. If the Change of Control results form a sale of Parent's outstanding
common stock for cash with the result that Parent's common stock is
no longer publicly held, then upon the Effective Date all options
held by Employee to purchase common stock of Parent shall be
exercisable at the time or times they would otherwise have been
exercisable for cash equal to the difference between the price per
share of common stock paid by the acquiring entity for Parent's
shares of common stock ("Purchase Price") and the price per share at
which the options were granted ("Strike Price"). For example, if
immediately prior to the Effective Date, Employee has options to
acquire 2,000 shares of Parent common stock at a Strike Price of
$35, and the Purchase Price was $40, then upon the vesting of such
options Employee would be entitled to receive $10,000 in full
satisfaction of such options (2,000 shares times $5 per share).
iv. Employer may terminate the Agreement only for good cause pursuant to
Paragraph 10(a) or pursuant to subparagraph 10(e)(v). Employee may
terminate the Agreement only for good cause pursuant to Paragraph
10(c) or pursuant to Paragraph 10(d). and
v. Employer may terminate this Agreement for any or no cause upon
written notice to Employee. In the event of a termination hereunder,
as its sole liability to Employee, Employer shall:
[a] Treat Employee as an inactive employee, pay Employee's salary,
continue Employee's benefits (excluding eligibility for flex
time, discretionary bonus and new stock option grants) and
comply with the provisions of subparagraphs 10(e)(ii) and
10(e)(iii) for the remainder of the Specified Term.
Employee shall continue to be bound by the restrictions in Paragraph 8 above.
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Notwithstanding anything herein to the contrary:
[i] While Employee is in an inactive status Employee may be
employed by or provide consultation services to a non-
Competitor of Employer, provided that Employer shall be
entitled to offset the salary being paid by Employer during
the Specified Term by the compensation and/or consultant's
fee being paid to Employee by the non-Competitor of
Employer, and provided further, that Employer shall not be
required to continue to provide benefits from and after the
time that Employee is entitled to receive benefits from the
non-Competitor of Employer; and
[ii] At any time after the end of the Restrictive Period, if the
Employee is in an inactive status, Employee may be employed
by or provide consultation services to a Competitor of
Employer, provided that Employer shall be entitled to
offset the salary being paid by Employer during the
Specified Term by the compensation and/or consultant's fee
being paid to Employee by the Competitor of Employer, and
provided further, that Employer shall not be required to
continue to provide benefits from and after the time that
Employee is entitled to receive benefits from the
Competitor of Employer, and provided further that the
obligations and restrictions on Employee which are set
forth in Paragraphs 8(b) and (c) shall still apply.
f. Notwithstanding anything contained in this Agreement to the
contrary, the undertakings contained in Paragraph 8 shall survive
a termination of the Agreement or of the Employee's employment,
regardless of the reason for such termination, except where
termination occurs pursuant to subparagraph 10(b)(ii)[b] or
Paragraph 10(c). In the event the Agreement is terminated pursuant
to subparagraph 10(b)(ii)[b] the restriction stated in Paragraph
8(a) on Employee accepting employment elsewhere shall not apply;
however, the obligations and restrictions set forth in Paragraphs
8(b) and (c) shall still apply. For a termination under Paragraph
10(c), the restriction stated in Paragraph 8(a) on Employee
accepting employment elsewhere shall not apply except that the
restrictions under subparagraphs 8(a)(i) - (iv) and Paragraphs
8(b) -(d) shall still apply.
11. Disputed Claim/Arbitration A "Disputed Claim" occurs when Employee
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maintains pursuant to Paragraph 10(c) that Employer has breached its duty
to Employee and Employer has denied such breach. In such event, the
Disputed Claim shall be resolved by arbitration administered by the
American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Any arbitration under this paragraph
shall take place in Las Vegas, Nevada. Until the arbitration process is
finally resolved in the Employee's favor and Employer fails to satisfy such
award within thirty (30) days of its entry, no "for good cause" termination
within the meaning of Paragraph 10(c) exists with respect to Employer's
breach of a Disputed Claim. Nothing herein shall preclude or prohibit
Employer or Employee from invoking the provisions of Paragraph 10(b), or of
Employer seeking or obtaining injunctive or other equitable relief,
provided that upon a Change of Control (as described in Paragraph 10(c),
above, Employer may no longer invoke the provisions of Paragraph 10(b), but
may invoke the provisions of subparagraph 10(e)(v).
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12. Severability. If any provision hereof is unenforceable, illegal, or
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invalid for any reason whatsoever, such fact shall not affect the
remaining provisions hereof, except in the event a law or court
decision, whether on application for declaration, or preliminary
injunction or upon final judgment, declares one or more of the
provisions of this Agreement that impose restrictions on Employee
unenforceable or invalid because of the geographic scope or time
duration of such restriction. In such event, Employer shall have the
option:
(A) To deem the invalidated restrictions
retroactively modified to provide for the maximum
geographic scope and time duration which would make such
provisions enforceable and valid; or
(B) To terminate this Agreement pursuant to
Paragraph 12, in which event neither party shall have
any further obligation to the other, except that
Employee still shall be subject to the restrictions
contained in Paragraphs 8(b) and (c).
Exercise of any of these options shall not affect
Employer's right to seek damages or such additional
relief as may be allowed by law in respect to any
breach by Employee of the enforceable provisions of
this Agreement.
13. Attorneys' Fees. In the event suit is brought to enforce, or to
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recover damages suffered as a result of breach of this Agreement the
prevailing party shall be entitled to recover its reasonable attorneys'
fees and costs of suit.
14. No Waiver of Breach or Remedies. No failure or delay on the part of
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Employer or Employee in exercising any right, power or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial
exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy hereunder. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
15. Amendment or Modification. No amendment, modification, termination or
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waiver of any provision of this Agreement shall be effective unless the
same shall be in writing and signed by the Employer's Chairman of the
Board of Directors, and Employee, nor consent to any departure by the
Employee from any of the terms of this Agreement shall be effective
unless the same is signed by the Employer's Chairman of the Board of
Directors. Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
16. Governing Law. The laws of the State of Nevada shall govern the
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validity, construction and interpretation of this Agreement, and except
for Dispute Claims, the courts of the State of Nevada shall have
exclusive jurisdiction over any claim with respect to this Agreement.
17. Number and Gender. Where the context of this Agreement requires the
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singular shall mean the plural and vice versa and references to males
shall apply equally to females and vice versa.
18. Headings. The headings in this Agreement have been included solely for
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convenience of reference and shall not be considered in the
interpretation or construction of this Agreement.
19. Assignment. This Agreement is personal to Employee and may not be
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assigned.
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20. Successors and Assigns. This Agreement shall be binding upon the
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successors and assigns of Employer.
21. Prior Agreements. This Agreement shall supersede and replace any and all
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other employment agreements which may have been entered into by and
between the parties, including, but not limited to that certain letter
agreement dated N/A . Any such prior employment agreements shall
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be of no force and effect.
IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement
in Las Vegas, Nevada, on 1/16 , 1998.
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EMPLOYEE EMPLOYER - MGM GRAND, INC.
/s/ James Murren /s/ Alejandro Yemenidjian
------------------------------ ------------------------------
------------------------------ Title: President & COO
Cast Number -----------------------
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EXHIBIT A
Trade secret means information, including a formula, pattern, compilation,
program, device, method, technique or process, that derives economic value,
present or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain any economic
value from its disclosure or use.
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EXHIBIT B
NAME OF REPORT GENERATED BY
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Including, but not limited to:
Baccarat Pit Discrepancy Report Casino Marketing Analyst
Commission Summary Report Casino Marketing Analyst
Customer W/L Discrepancy Report Casino Marketing Analyst
Int'l Marketing Detailed Budget Summaries Casino Marketing Analyst
Arrival Report International Marketing
Departure Report International Marketing
Daily Gaming Report Casino Audit
Department Financial Statement Finance
$10K Over High Action Play Report Customer Analysis Dept.
$50K Over High Action Play Report Customer Analysis Dept.
International Market Segment Report Customer Analysis Dept.
Collection Aging Report(s) Collection Department
Accounts Receivable Aging Finance
Marketing Report Finance
Daily Player Action Report Casino Operations
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EXHIBIT C
, 1997
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Dear :
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This letter will supplement the employment agreement, dated
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between you and MGM Grand, Inc. (the "Agreement"). Notwithstanding anything
contained in the Agreement to the contrary, if you so elect, all or any portion
of your unvested stock options shall not become fully vested upon a Change of
Control (as defined in the Agreement) of MGM Grand, Inc. Any such election
shall be effective upon written notice to MGM Grand, Inc. at or prior to the
Effective Date (as defined in the Agreement) of any such Change of Control.
Except as specifically modified hereby, the terms and conditions of the
Agreement shall remain in full force and effect.
Sincerely,
MGM GRAND, INC.
By:
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J. Terrence Lanni
AGREED TO AND ACKNOWLEDGED
Dated: , 1997
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