Employment Agreement - MGM Grand Inc. and Daniel M. Wade
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of June 1, 2000,
by and between MGM GRAND, INC., a Delaware corporation ("Employer"), and Daniel
M. Wade, ("Employee").
1. Employment. Employer hereby employs Employee, and Employee hereby accepts
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employment by Employer, as Co-Chief Executive Officer (which titles may be
changed (but not to a lower status) 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. During the Specified Term, Employer agrees to take
all steps necessary to include Employee as a member of management's slate of
nominees for election as a member of Employer's Board of Directors and to
maintain Employee's position as a member of the Executive Committee. During
the Specified Term, Employee shall report directly to the Chairman of the
Board of Directors of Employer.
2. Term. This Agreement shall commence on June 1, 2000 (the "Commencement
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Date"), and continue through and including June 1, 2004 (the "Specified
Term").
3. Compensation. Employee shall receive a minimum annual salary of $800,000,
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commencing on the Commencement Date. 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 Employer 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 and/or promotion by Employer in its
sole and absolute discretion. Commencing with the Employer's fiscal year
ending on December 31, 2000, Employee shall be entitled to an annual bonus
("Bonus") determined pursuant to Employer's Annual Performance-Based
Incentive Plan for Executive Officers, or any successor plan (the "Bonus
Plan") with Employee's participation to be determined on a pro rata basis to
the extent the termination date of this Agreement does not coincide with the
end of a fiscal year of Employer. Employee shall also be eligible to receive
additional bonuses as determined 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
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of the Executive Committee of the Board of Directors of Employer. Subject to
the above-referenced discretion of the Executive Committee, it is understood
that Employee may continue to serve in the capacities specified on Exhibit D
hereto.
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 this 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, Michigan,
Mississippi, New Jersey, Australia, South Africa, 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 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 circumstances
which could or does jeopardize Employer's business, reputation or such
licenses of Employer, or if any such license is threatened to be, or is,
denied, curtailed, suspended or revoked as a result of Employer's continued
employment of Employee, 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 (the "Additional Compensation"). Employee represents and
warrants that such 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 Employee's
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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
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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
obtained before and during the Specified Term of the Employee's
employment hereunder, Employee covenants and agrees that, except as
otherwise provided herein, 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 "Restricted 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 Restricted 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 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 Employee'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) or proprietary or other confidential information
concerning Employer, including without limitation, Employer's
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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 or to Competitors
or available to interested persons. 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 or proprietary or confidential information in any
way, other than in connection with employment hereunder. Not by way of
limitation but by way of illustration, Employee agrees that such trade
secrets and proprietary or confidential information specifically include
but are not limited to those documents and reports described 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 Employer and
any 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
under this Agreement, 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
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 Employee. Employee agrees to notify Employer immediately of
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any employers for whom Employee works during the Specified Term or
within the Restricted 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.
(e) The covenants contained in this Paragraph 8 shall survive the
termination of this Agreement.
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
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
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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 such 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 shall be
entitled to a pro rata refund of the payment made to Employee pursuant to
Paragraph 7, and may seek to enforce such covenants through any equitable
remedy, including specific performance or injunction, without out 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 subparagraphs 10(a)(i)[a]
and 10(a)(i)[b] and except that (x) if termination is pursuant to
subparagraphs 10(a)(ii) or (iii), Employee shall be entitled to receive
so much of the stock from the Executive Stock Option Plan as had vested
pursuant to unexercised stock options which were vested as of the date
of termination, upon compliance by the Employee with all the terms and
conditions required to exercise such options, and (y) if termination is
pursuant to subparagraphs 10(a)(i)[a] or 10(a)(i)[b], Employee (or his
beneficiary if the termination is pursuant to subparagraph 10(a)(i)[a])
shall be entitled to receive so much of the stock from the Executive
Stock Option Plan pursuant to unexercised stock options which would have
been vested as of the first anniversary of the date of termination, upon
compliance by Employee (or his beneficiary) with all of 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
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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 (x) Employee's salary
through Employee's death (to the extent not previously paid) and
for a twelve (12) month period following Employee's death, such
amount to be paid at regular payroll intervals, (y) any Bonus
attributable to the most recently completed fiscal year of Employer
(to the extent not previously paid), and (z) an additional amount
equal to what Employee's Bonus would have been for the fiscal year
in which Employee's death occurs, pro rated through the date of
Employee's death, which additional amount shall be paid to
Employee's beneficiary at such time as Employer pays bonuses to its
other senior executives with respect to such fiscal year (but not
later than March 31 following the end of such fiscal year).
[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 or his beneficiary in the event of
Employee's death during the period in which payments are being
made) (x) Employee's salary through the date of termination (to the
extent not previously paid), and for an additional twelve (12)
month period following the date of termination, 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, (y) any Bonus attributable to the most recently completed
fiscal year of Employer (to the extent not previously paid), and
(z) an additional amount equal to what Employee's Bonus would have
been for the fiscal year in which Employee's termination occurs,
pro rated through the date of termination, which additional amount
shall be paid at such time as Employer pays bonuses to its other
senior executives with respect to the fiscal year in which
Employee's termination occurs (but not later than March 31
following the end of such fiscal year).
(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 Chairman of the Board of Directors of
Employer applicable to senior management of Employer, or other
material breach of this Agreement, after
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being provided with written notice of such matters and a
reasonable opportunity to cure (if curable); or
(iii) Employee's failure or inability to satisfy the requirements
stated in Paragraph 6 above.
(b) This Agreement may be terminated by Employer at any time during the
Specified Term hereof, without cause upon written notice to Employee.
Upon such termination, Employer shall treat Employee as an inactive
employee and, as its sole liability to Employee arising from such
termination, Employer shall provide Employee (or his beneficiary in the
event of Employee's death during the Specified Term) with the following
compensation and benefits ("Termination Benefits"):
(i) Employer shall continue to pay Employee's salary and continue to
provide Employee's benefits (excluding eligibility for flex time
and new stock option grants, but including the continued vesting
of previously granted stock options, if any), through the period
remaining in the Specified Term;
(ii) Employee shall be entitled to receive so much stock from the
Executive Stock Option Plan pursuant to unexercised stock
options as are or subsequently become vested through the period
remaining in the Specified Term upon compliance by the Employee
with all the terms and conditions required to exercise such
options; and
(iii) Employer shall pay Employee an additional amount equal to what
Employee's Bonus would have been for the fiscal year in which
Employee's termination occurs, pro rated through the date of
termination. Such additional amount shall be paid at such time
as bonuses are paid to other senior executives of the Employer
with respect to such fiscal year or years (but not later than
March 31 following the end of such fiscal year).
Notwithstanding anything herein to the contrary but subject to
Paragraph 8(a), while Employee is in an inactive status Employee may be
employed by or provide consultation services to any person or entity,
provided that Employer shall be entitled to offset the salary provided
for in subparagraph 10(b)(i)) being paid by Employer during the
Specified Term by the compensation and/or consultant's fee being paid
to Employee by any such person or entity, and provided further, that
Employer shall not be required to continue to provide benefits from and
after the time and to the extent that Employee is entitled to receive
such benefits from any such person or entity. Employee shall promptly
notify Employer of his employment or agreement to provide consulting
services during the specified term.
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(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;
(ii) a material reduction in the scope of duties, responsibilities or
authority of Employee, any change in Employee's line of
reporting, any reduction in Employee's salary, or any treatment
of Employee under the Bonus Plan which is materially adverse and
discriminatory to Employee as compared to the treatment afforded
to other senior executive officers of the Employer; or
(iii) a purported termination by Employer of Employee pursuant to
Paragraph 10(a) and it is subsequently determined pursuant to
the procedures set forth in Paragraph 11 that grounds for
termination pursuant to Paragraph 10(a) were not present at the
time of Employer's termination of Employee.
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 cure the breach, if curable, in which event the
termination pursuant to this Paragraph 10(c) shall be ineffective and
this Agreement shall remain in full force and effect. In the event
during such thirty (30) day period Employer declares in writing that
it disputes the existence of a breach or Employee declares in writing
that the cure of such breach by Employer is insufficient, this
Agreement shall continue 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 the
Termination Benefits. 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
(i) so much of the stock from the Executive Stock Option Plan
pursuant to unexercised stock options as had been vested as of
the date of termination, upon compliance by the Employee with
all the terms and conditions required to exercise such option;
(ii) all salary through and including the date of termination; and
(iii) any Bonus attributable to the most recently completed fiscal
year of Employer (to the extent not previously paid).
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(e) In the event there is a change in control of Employer, if such change
of control is a result of a sale or exchange of outstanding common
stock of Employer 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 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 Employer
is no longer publicly held, then from and after the Effective
Date upon exercise of such stock options, Employee (or his
beneficiary in the event of his death subsequent to the
Effective Date) shall be entitled to receive the per share
consideration (cash, stock or otherwise) which the holders of
Employer common stock received in such exchange. For example, if
immediately prior to the Effective Date, Employee has options to
acquire 5,000 shares of Employer's common stock and the exchange
of stock is one share of common stock of Employer 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 from a sale of Employer's
outstanding common stock for cash with the result that
Employer's common stock is no longer publicly held, then from
and after the Effective Date, upon exercise of such stock
options, Employee (or his beneficiary in the event of his death
subsequent to the Effective Date) shall be entitled to receive
cash equal to the difference between the price per share of
common stock paid by the acquiring entity for Employer's shares
of common ("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 Employer common stock at a Strike Price
of $35, and the Purchase Price was $40, then Employee would be
entitled to receive $10,000 in full satisfaction of such options
(2,000 shares times $5 per share).
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(f) No termination of this Agreement shall extinguish such rights as
Employee may have under applicable law or Employer's incorporation
documents or bylaws to be indemnified in his capacity as an officer
or director of Employer.
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
obligations to Employee (or failed to timely cure such breach) and
Employer has denied such breach (or claimed to have effected a cure
thereof). 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 the Disputed Claim. Nothing herein shall preclude
or prohibit Employer or Employee from invoking the provisions of Paragraph
10(b), or Employee invoking the provisions of Paragraph 10(d), or of
either party seeking or obtaining injunctive or other equitable relief. In
the event of a purported termination of Employee by Employer pursuant to
Paragraph 10(a) which is disputed by Employee pursuant to Paragraph 10(c),
if Employee prevails in the arbitration Employee shall not be entitled to
reinstatement, but shall be entitled to the Termination Benefits. To the
extent Employer shall not have paid Termination Benefits during the period
of such dispute and Employee is the prevailing party in such arbitration,
in addition to any other award, Employee shall be entitled to interest at
nine percent (9%) per annum on such unpaid Termination Benefits.
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 10(b).
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.
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13. Travel and Related Matters. During the Specified Term, it is anticipated
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Such travel, if by air, shall be on Employer provided aircraft, or if
commercial airlines are used, on a first-class basis (or best available
basis, if first class is not available).
14. Attorneys' Fees. In the event suit is brought to enforce, or to recover
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damages suffered as a result of breach of this Agreement, or there is an
arbitration pursuant to Paragraph 11 the prevailing party shall be
entitled to recover its reasonable attorneys' fees and costs of suit.
15. 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.
16. 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.
17. Governing Law. The laws of the State of Nevada shall govern the validity,
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construction and interpretation of this Agreement, and except for Disputed
Claims, the courts of the State of Nevada shall have exclusive
jurisdiction over any claim with respect to this Agreement.
18. 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.
19. 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.
20. Assignment. This Agreement is personal to Employee and may not be
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assigned.
21. Successors and Assigns. This Agreement shall be binding upon the
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successors and assigns of Employer.
22. 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.
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23. Non-Involvement of Tracinda. The parties acknowledge that neither Kirk
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Kerkorian nor Tracinda Corporation, individually or collectively, is a
party to this Agreement or any agreement provided for herein. Accordingly,
the parties hereby agree that in the event (i) there is any alleged breach
or default by any party under this Agreement or any agreement provided for
herein, or (ii) any party has any claim arising from or relating to any
such agreement, no party, nor any party claiming through such party, shall
commence any proceedings or otherwise seek to impose any liability
whatsoever against Kirk Kerkorian or Tracinda Corporation by reason of
such alleged breach, default or claim.
IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement
in Las Vegas, Nevada on June 1, 2000.
EMPLOYEE: EMPLOYER - MGM GRAND, INC.
/s/ Daniel M. Wade
------------------------- By: /s/ J. Terrence Lanni
--------------------------------------
DANIEL M. WADE Title: J. TERRENCE LANNI,
CHAIRMAN OF THE BOARD
OF DIRECTORS
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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 Game 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"
Daniel M. Wade June 1, 2000
Dear Dan:
This letter will supplement the employment agreement, dated June 1, 2000,
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: /s/ J. Terrence Lanni
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J. Terrence Lanni,
Chairman of the Board
of Directors
AGREED TO AND ACKNOWLEDGED
/s/ Daniel M. Wade Dated: June 1, 2000
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DANIEL M. WADE
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EXHIBIT "D"
PERMITTED OUTSIDE ACTIVITIES
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