Employment Agreement - MGM Grand Inc. and Alejandro Yemenidjian
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on April 22, 97, by and
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between MGM GRAND, INC. a Delaware corporation ("Employer"), and ALEJANDRO
YEMENIDJIAN, ("Employee")
1. Employment. Employer hereby employs Employee, and Employee hereby accepts
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employment by the Employer, as Employer's Pres., COO & CFO (which title
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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 April 22, 97, and continue for a
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period of four (4) years until it terminates on April 22, 2001 ("Specified
Term"). --------------
3. Compensation. Employee shall receive a minimum annual salary of $750,000,
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effective January 1, 1997. 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 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.
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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 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 $40,000.00. 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 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
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("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 Employer's sole
discretion.
b. Confidentiality. Employee further covenants and agrees
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that Employee 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
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trade secrets, 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
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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
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immediately of 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
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agrees with 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
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 waving 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
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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 medial 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 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 or previously granted stock
options, if any, for a period
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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
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 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(e), 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
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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.
c. 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 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
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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 entry, 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 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.
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
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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
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Employee 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 Employer seeking or obtaining injunctive or other
equitable relief, provided that upon a Change of Control
(as described in Paragraph 10(e), 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,
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illegal, or 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
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to 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
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part of 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,
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termination or 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
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the 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
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requires the singular shall mean the plural and vice versa
and references to males shall apply equally to females and
vice versa.
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18. Headings. The headings in this Agreement have been
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included solely for 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
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may not be assigned.
20. Successors and Assigns. This Agreement shall be binding
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upon the successors and assigns of Employer.
21. Prior Agreements. This Agreement shall supersede and
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replace any and all other employment agreements which may
have been entered into by and between the parties,
including, but not limited to that certain letter
agreement dated 1/3/91, 2/9/93. Any such prior
employment agreements shall be of no force and effect.
IN WITNESS WHEREOF, Employer and Employee have entered
into this Agreement in Las Vegas, Nevada, on April 22,
1997.
EMPLOYEE EMPLOYER - MGM GRAND, INC.
/s/ Alejandro Yemenidjian ILLEGIBLE
------------------------- By:-----------------------
ALEJANDRO YEMENIDJIAN
-------------------- Chairman and CEO
Case Number Title:--------------------
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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 Garning 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
April 22, 1997
Dear Mr. Yemenidjian:
This letter will supplement the employment agreement, dated 4/22/97,
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
AGREED TO AND ACKNOWLEDGED
/s/ Alejandro Yemenidjian Dated: April 22, 1997
--------------------------------- --------
Alejandro Yemenidjian
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