Exhibit 10.1
____________________________________________
EMPLOYMENT AGREEMENT
("Agreement")
- by and between -
WYNN RESORTS, LIMITED
("Employer")
- and -
XXXXXX XXXXXXX
("Employee")
____________________________________________
DATED: as of May 8, 2006
____________________________________________
_____________________________
EMPLOYMENT AGREEMENT
_____________________________
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 8th day of May, 2006, by and between WYNN RESORTS, LIMITED ("Employer") and
XXXXXX XXXXXXX ("Employee").
W I T N E S S E T H:
WHEREAS, Employer is a corporation duly organized and existing under
the laws of the State of Nevada, maintains its principal place of business at
0000 Xxx Xxxxx Xxxxxxxxx, Xxxxx, Xxx Xxxxx, Xxxxxx 00000, and is engaged in the
business of developing, owning and operating a casino resort at such place of
business; and,
WHEREAS, in furtherance of its business, Employer has need of
qualified, experienced personnel; and,
WHEREAS, Employee is an adult individual residing in Xxxxx County,
Nevada; and,
WHEREAS, Employee has represented and warranted to Employer that
Employee possesses sufficient qualifications and expertise in order to fulfill
the terms of the employment stated in this Agreement; and,
WHEREAS, Employee has represented and warranted to Employer that
Employee is not subject to any agreement with any party that would prohibit
Employer from offering Employee a position with Employer and Employer is
offering Employee a position with Employer based upon such representation.; and,
WHEREAS, Employer is willing to employ Employee, and Employee is
desirous of accepting employment from Employer under the terms and pursuant to
the conditions set forth herein;
NOW, THEREFORE, for and in consideration of the foregoing recitals, and
in consideration of the mutual covenants, agreements, understandings,
undertakings, representations, warranties and promises hereinafter set forth,
and intending to be legally bound thereby, Employer and Employee do hereby
covenant and agree as follows:
1. DEFINITIONS. As used in this Agreement, the words and terms
hereinafter defined have the respective meanings ascribed to them, unless a
different meaning clearly appears from the context:
(a) "Affiliate" - means with respect to a specified Person,
any other Person who or which is (i) directly or indirectly
controlling, controlled by or under common control with the specified
Person, or (ii) any member,
director, officer or manager of the specified Person. For purposes of
this definition, only, "control", "controlling", and "controlled" mean
the right to exercise, directly or indirectly, more than fifty percent
(50%) of the voting power of the stockholders, members or owners and,
with respect to any individual, partnership, trust or other entity or
association, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of the
controlled entity. For purposes hereof, "Person" shall mean an
individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association,
joint venture or other entity of whatever nature.
(b) "Anniversary" - means each anniversary date of the
Effective Date during the Term (as defined in Section 6 hereof).
(c) "Cause" - means
(i) the willful destruction by Employee of the property of
Employer or its Affiliate having a material value to Employer
or such Affiliate;
(ii) fraud, embezzlement, theft, or comparable dishonest
activity committed by Employee (excluding acts involving a de
minimis dollar value and not related to Employer or its
Affiliate);
(iii) Employee's conviction of or entering a plea of
guilty or nolo contendere to any crime constituting a felony
or any misdemeanor involving fraud, dishonesty or moral
turpitude (excluding acts involving a de minimis dollar value
and not related to Employer or its Affiliate);
(iv) Employee's breach, neglect, refusal, or failure to
materially discharge his duties (other than due to physical or
mental illness) commensurate with his title and function, or
Employee's failure to comply with the lawful directions of
Employer;
(v) a willful and knowing material misrepresentation to
Employer;
(vi) a willful violation of a material policy of Employer
or its Affiliate, which does or could result in material harm
to Employer or to Employer's reputation, or that of its
Affiliate; or
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(vii) Employee's material violation of a statutory or
common law duty of loyalty or fiduciary duty to Employer or
its Affiliate,
provided, however, that Employee's disability due to illness
or accident or any other mental or physical incapacity shall
not constitute "Cause" as defined herein.
(d) "Complete Disability" - means the inability of Employee,
due to illness or accident or other mental or physical incapacity, to
perform his obligations under this Agreement for a period as defined by
Employer's local disability plan or plans.
(e) "Confidential Information" - means any information that is
possessed or developed by or for Employer or its Affiliate and which
relates to the Employer's or Affiliate's existing or potential business
or technology, which is not generally known to the public or to persons
engaged in business similar to that conducted or contemplated by
Employer or Affiliate, or which Employer or Affiliate seeks to protect
from disclosure to its existing or potential competitors or others, and
includes without limitation know how, business and technical plans,
strategies, existing and proposed bids, costs, technical developments,
purchasing history, existing and proposed research projects,
copyrights, inventions, patents, intellectual property, data, process,
process parameters, methods, practices, products, product design
information, research and development data, financial records,
operational manuals, pricing and price lists, computer programs and
information stored or developed for use in or with computers, customer
information, customer lists, supplier lists, marketing plans, financial
information, financial or business projections, and all other
compilations of information which relate to the business of Employer or
Affiliate, and any other proprietary material of Employer or Affiliate,
which have not been released to the general public. Confidential
Information also includes information received by Employer or any of
its Affiliates from others that the Employer or Affiliate has an
obligation to treat as confidential.
(f) "Effective Date" - means May 8, 2006.
(g) "Trade Secrets" - means unpublished inventions or works of
authorship, as well as all information possessed by or developed by or
for Employer or its Affiliate, including without limitation any
formula, pattern, compilation, program device, method, technique,
product, system, process, design, prototype, procedure, computer
programming or code that (i) derives independent economic value, actual
or potential, from not being generally known to, and not being readily
ascertainable by proper means by the public or other persons who can
obtain economic value from
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its disclosure or use; and (ii) is the subject of efforts that are
reasonable to maintain its secrecy.
(h) "Work of Authorship" - means any computer program, code or
system as well as any literary, pictorial, sculptural, graphic or audio
visual work, whether published or unpublished, and whether
copyrightable or not, in whatever form and jointly with others that (i)
relates to any of Employer's or its Affiliate's existing or potential
products, practices, processes, formulations, manufacturing,
engineering, research, equipment, applications or other business or
technical activities or investigations; or (ii) relates to ideas, work
or investigations conceived or carried on by Employer or its Affiliate
or by Employee in connection with or because of performing services for
Employer or its Affiliate.
2. NO CONFLICT. Employee represents and warrants to Employer that
Employee is not subject to the terms or conditions of any agreement, whether
written or oral, that would prohibit or prevent Employee from accepting a
position with Employer pursuant to the terms of this Agreement or conflicts with
the terms of this Agreement.
3. BASIC EMPLOYMENT AGREEMENT. Subject to the terms and pursuant to the
conditions hereinafter set forth, Employer hereby employs Employee during the
Term hereinafter specified to serve in a capacity, under a title, and with such
duties not inconsistent with those set forth in Section 4 of this Agreement, as
the same may be modified and/or assigned to Employee by Employer from time to
time; provided, however, that no change in Employee's duties shall be permitted
if it would result in a material reduction in the level of Employee's duties as
in effect prior to the change, it being understood, however, that a change in
Employee's reporting responsibilities is not, itself, a basis for finding a
material reduction in the level of duties.
4. DUTIES OF EMPLOYEE. Employee shall perform such duties assigned to
Employee by Employer as are generally associated with the duties of Chief
Accounting Officer for Employer or such similar duties as may be assigned to
Employee by Employer as Employer may determine. Employee's duties shall include,
but not be limited to: (i) the efficient and continuous operation of Employer
and its Affiliates; (ii) the preparation of relevant budgets and allocation of
relevant funds; (iii) the selection and delegation of duties and
responsibilities of subordinates; (iv) the direction, review and oversight of
all programs under Employee's supervision; and (v) such other and further duties
as may be assigned by Employer to Employee from time to time. The foregoing
notwithstanding, Employee shall devote such time to Employer's Affiliates as may
be required by Employer, provided such duties are not inconsistent with
Employee's primary duties to Employer hereunder.
5. ACCEPTANCE OF EMPLOYMENT. Employee hereby unconditionally accepts
the employment set forth hereunder, under the terms and pursuant to the
conditions set forth in this Agreement. Employee hereby covenants and agrees
that, during the Term, Employee will devote the whole of Employee's normal and
customary
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working time and best efforts solely to the performance of Employee's
duties under this Agreement and that, except upon Employer's prior express
written authorization to that effect, Employee shall not perform any services
for any casino, hotel/casino or other similar gaming or gambling operation not
owned by Employer or any of Employer's Affiliates.
6. TERM. Unless sooner terminated as provided in this Agreement, the
term of this Agreement (the "Term") shall consist of three (3) years commencing
on the Effective Date of this Agreement and terminating on the third Anniversary
of the Effective Date at which time the terms of this Agreement shall expire and
shall not apply to any continued employment of Employee by Employer, except for
those obligations under Sections 10 and 11. Following the Term, unless the
parties enter into a new written contract of employment, (a) any continued
employment of Employee shall be at-will, (b) any or all of the other terms and
conditions of Employee's employment may be changed by Employer at its
discretion, with or without notice, and (c) the employment relationship may be
terminated at any time by either party, with or without cause or notice.
7. SPECIAL TERMINATION PROVISIONS. Notwithstanding the provisions of
Section 6 of this Agreement, this Agreement shall terminate upon the occurrence
of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of
the termination of this Agreement upon the Complete Disability of
Employee;
(c) the giving of written notice by Employer to Employee of
the termination of this Agreement upon the discharge of Employee for
Cause;
(d) the giving of written notice by Employer to Employee of
the termination of this Agreement following a disapproval of this
Agreement or the denial, suspension, limitation or revocation of
Employee's License (as defined in Subsection 9(b) of this Agreement);
or
(e) the giving of written notice by Employee to Employer upon
a material breach of this Agreement by Employer, which material breach
remains uncured for a period of thirty (30) days after the giving of
such notice.
In the event of a termination of this Agreement pursuant to the provisions of
Subsection 7(a), (b), (c), or (d), Employer shall not be required to make any
payments to Employee other than payment of Base Salary and vacation pay accrued
but unpaid and expenses incurred but not reimbursed through the termination
date; specifically, in such event, Employee shall not be entitled to any
benefits pursuant to any severance plan in effect by Employer or any of its
Affiliates.
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8. COMPENSATION TO EMPLOYEE. For and in complete consideration of
Employee's full and faithful performance of Employee's duties under this
Agreement, Employer hereby covenants and agrees to pay to Employee, and Employee
hereby covenants and agrees to accept from Employer, the following items of
compensation:
(a) Base Salary. Employer hereby covenants and agrees to pay
to Employee, and Employee hereby covenants and agrees to accept from
Employer, a base salary at the rate of Three Hundred Thousand Dollars
($300,000.00) per annum, payable in such weekly, bi-weekly or
semi-monthly installments as shall be convenient to Employer (the "Base
Salary"). Such Base Salary shall be subject to periodic merit reviews
and may be increased, but not decreased, as a result of any such
review. Such Base Salary shall be exclusive of and in addition to any
other benefits which Employer, in its sole discretion, may make
available to Employee, including but not limited to any bonus plan,
stock incentive plan, profit sharing plan, pension plan, retirement
plan, disability or life insurance plan, medical and/or hospitalization
plan, or any other benefit plan which may be in effect during the Term.
(b) Bonus Compensation. Employee will be eligible to receive
an annual bonus pursuant a performance-based bonus plan under which
Employee's annual target base bonus shall be forty percent (40%) of
Employee's Base Salary which can be increased or decreased depending on
Company annual performance.
(c) Employee Benefit Plans. Employer hereby covenants and
agrees that it shall include Employee, if otherwise eligible, in any
profit sharing plan, pension plan, retirement plan, disability or life
insurance plan, medical and/or hospitalization plan, and any other
benefit plan which may be placed in effect by Employer or any of its
Affiliates and generally available to Employer's employees during the
Term. Nothing in this Agreement shall limit Employer's or any of its
Affiliates' ability to exercise the discretion provided to it under any
employee benefit plan, or to adopt, amend or terminate any benefit plan
at any time. Employee's eligibility for medical and/or hospitalization
benefits shall begin on the Effective Date.
(d) Expense Reimbursement. During the Term and provided the
same are authorized in advance by Employer, Employer shall either pay
directly or reimburse Employee for Employee's reasonable expenses
incurred for the benefit of Employer in accordance with Employer's
general policy regarding expense reimbursement, as the same may be
modified from time to time. Prior to such payment or reimbursement,
Employee shall provide Employer with sufficient detailed invoices of
such expenses as may be required by Employer's policy.
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(e) Vacations and Holidays. Commencing as of the Effective
Date, Employee shall be entitled to annual paid vacation and paid
holidays (or, at Employer's option, an equivalent number of paid days
off) in accordance with Employer's respective standard policies but not
less than two (2) weeks vacation per annum.
(f) Signing Bonus. On the Effective Date, Employer shall pay
to Employee a one-time, lump-sum bonus of Thirty Thousand Dollars
($30,000.00) provided this Agreement is still in effect and has not
been terminated by either party.
(g) Withholdings. All compensation provided to Employee by
Employer under this Section 8 shall be subject to applicable
withholdings for federal, state or local income or other taxes, Social
Security Tax, Medicare Tax, State Unemployment Insurance, State
Disability Insurance, charitable contributions and the like.
(h) Equity Grant. Following the Effective Date, management of
the Employer shall recommend to the Compensation Committee of the Board
of Directors of Wynn Resorts, Limited that Employee be granted 5,000
shares of restricted stock of Wynn Resorts, Limited common stock
pursuant to the Wynn Resorts, Limited 2002 Stock Incentive Plan.
9. LICENSING REQUIREMENTS.
(a) Employer and Employee hereby covenant and agree that this
Agreement may be subject to the approval of one or more gaming
regulatory authorities (the "Authorities") pursuant to the provisions
of the relevant gaming regulatory statutes (the "Gaming Acts") and the
regulations promulgated thereunder (the "Gaming Regulations"). Employer
and Employee hereby covenant and agree to use their best efforts to
obtain any and all approvals required by the Gaming Acts and/or Gaming
Regulations. In the event that (i) an approval of this Agreement by the
Authorities is required for Employee to carry out his duties and
responsibilities set forth in Section 4 of this Agreement, (ii)
Employer and Employee have used their best efforts to obtain such
approval, and (iii) this Agreement is not so approved by the
Authorities, then this Agreement shall immediately terminate and shall
be null and void.
(b) If applicable, Employer and Employee hereby covenant and
agree that, in order for Employee to discharge the duties required
under this Agreement, Employee must apply for or hold a license,
registration, permit or other approval (the "License") as issued by the
Authorities pursuant to the terms of the relevant Gaming Act and as
otherwise required by this Agreement. In the event Employee fails to
apply for and secure, or the Authorities refuse to issue or renew
Employee's License, Employee, at
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Employer's sole cost and expense, shall promptly defend such action and
shall take such reasonable steps as may be required to either remove
the objections or secure or reinstate the Authorities' approval,
respectively. The foregoing notwithstanding, if the source of the
objections or the Authorities' refusal to renew or maintain Employee's
License arise as a result of any of the events described in Subsection
1(c) of this Agreement, then Employer's obligations under this Section
9 also shall not be operative and Employee shall promptly reimburse
Employer upon demand for any expenses incurred by Employer pursuant to
this Section 9.
(c) Employer and Employee hereby covenant and agree that the
provisions of this Section 9 shall apply in the event Employee's duties
require that Employee also be licensed by governmental agencies other
than the Authorities.
10. CONFIDENTIALITY.
(a) Employee hereby warrants, covenants and agrees that
Employee shall not directly or indirectly use or disclose any
Confidential Information, Trade Secrets, or Works of Authorship,
whether in written, verbal, or model form, at any time or in any
manner, except as required in the conduct of Employer's business or as
expressly authorized by Employer in writing. Employee shall take all
necessary and available precautions to protect against the unauthorized
disclosure of Confidential Information, Trade Secrets, or Works of
Authorship. Employee acknowledges and agrees that such Confidential
Information, Trade Secrets, or Works of Authorship are the sole and
exclusive property of Employer or its Affiliate.
(b) Employee shall not remove from Employer's premises any
Confidential Information, Trade Secrets, Works of Authorship, or any
other documents pertaining to Employer's or its Affiliate's business,
unless expressly authorized by Employer in writing. Furthermore,
Employee specifically covenants and agrees not to make any duplicates,
copies, or reconstructions of such materials and that, if any such
duplicates, copies, or reconstructions are made, they shall become the
property of Employer or its Affiliate upon their creation.
(c) Upon termination of Employee's employment with Employer,
Employee shall turn over to Employer the originals and all copies of
any and all papers, documents and things, including information stored
for use in or with computers and software, all files, Rolodex cards,
phone books, notes, price lists, customer contracts, bids, customer
lists, notebooks, books, memoranda, drawings, or other documents: (i)
made, compiled by, or delivered to Employee concerning any customer
served by Employer or its Affiliate or any product, apparatus, or
process manufactured, used,
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developed or investigated by Employer; (ii) containing any Confidential
Information, Trade Secret or Work of Authorship; or (iii) otherwise
relating to Employee's performance of duties under this Agreement.
Employee further acknowledges and agrees that all such documents are
the sole and exclusive property of Employer or its Affiliate.
(d) Employee hereby warrants, covenants and agrees that
Employee shall not disclose to Employer, or any Affiliate, officer,
director, employee or agent of Employer, any proprietary or
confidential information or property, including but not limited to any
trade secret, formula, pattern, compilation, program, device, method,
technique or process, which Employee is prohibited by contract, or
otherwise, to disclose to Employer (the "Restricted Information").
Employee agrees that Employee shall not use any such Restricted
Information in connection with the performance of Employee's employment
with Employer. In the event, Employer requests Restricted Information
from Employee, Employee shall advise Employer that the information
requested is Restricted Information and may not be disclosed by
Employee.
(e) The obligations of this Section 10 are continuing and
shall survive the termination of Employee's employment with Employer.
11. RESTRICTIVE COVENANT/NO SOLICITATION.
(a) Employee hereby covenants and agrees that during the Term,
or for such period as Employer continues to employ or compensate
Employee, whichever is longer, Employee shall not directly or
indirectly, either as a principal, agent, employee, employer,
consultant, partner, member of a limited liability company, shareholder
of a closely held corporation, or shareholder in excess of two (2%) per
cent of a publicly traded corporation, corporate officer or director,
manager, or in any other individual or representative capacity, engage
or otherwise participate in any manner or fashion in any business that
is in competition in any manner whatsoever with the principal business
activity of Employer or its Affiliates, in or about any market in which
Employer or its Affiliates have or have publicly announced a plan to
have hotel or gaming operations.
(b) Employee hereby further covenants and agrees that, during
the Term and for a period of one (1) year following the expiration of
the Term, Employee shall not directly or indirectly solicit or attempt
to solicit for employment any management level employee of Employer or
its Affiliates with or on behalf of any business that is in competition
in any manner whatsoever with the principal business activity of
Employer or its Affiliates, in or about any market in which Employer or
its Affiliates have or have publicly announced a plan to have hotel or
gaming operations.
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(c) Employee hereby further covenants and agrees that the
restrictive covenants contained in this Section 11 are reasonable as to
duration, terms and geographical area and that they protect the
legitimate interests of Employer, impose no undue hardship on Employee,
and are not injurious to the public. In the event that any of the
restrictions and limitations contained in this Section 11 are deemed to
exceed the time, geographic or other limitations permitted by Nevada
law, the parties agree that a court of competent jurisdiction shall
revise any offending provisions so as to bring this Section 11 within
the maximum time, geographical or other limitations permitted by Nevada
law.
12. REMEDIES. Employee acknowledges that Employer has and will continue
to deliver, provide and expose Employee to certain knowledge, information,
practices, and procedures possessed or developed by or for Employer at a
considerable investment of time and expense, which are protected as confidential
and which are essential for carrying out Employer's business in a highly
competitive market. Employee also acknowledges that Employee will be exposed to
Confidential Information, Trade Secrets, Works of Authorship, inventions and
business relationships possessed or developed by or for Employer or its
Affiliates, and that Employer or its Affiliates would be irreparably harmed if
Employee were to improperly use or disclose such items to competitors, potential
competitors or other parties. Employee further acknowledges that the protection
of Employer's and its Affiliates' customers and businesses is essential, and
understands and agrees that Employer's and its Affiliates' relationships with
its customers and its employees are special and unique and have required a
considerable investment of time and funds to develop, and that any loss of or
damage to any such relationship will result in irreparable harm. Consequently,
Employee covenants and agrees that any violation by Employee of Section 10 or 11
shall entitle Employer to immediate injunctive relief in a court of competent
jurisdiction. Employee further agrees that no cause of action for recovery of
materials or for breach of any of Employee's representations, warranties or
covenants shall accrue until Employer or its Affiliate has actual notice of such
breach.
13. BEST EVIDENCE. This Agreement shall be executed in original and
"Xerox" or photostatic copies and each copy bearing original signatures in ink
shall be deemed an original.
14. SUCCESSION. This Agreement shall be binding upon and inure to the
benefit of Employer and Employee and their respective successors and assigns.
15. ASSIGNMENT. Employee shall not assign this Agreement or delegate
his duties hereunder without the express written prior consent of Employer
thereto. Any purported assignment by Employee in violation of this Section 15
shall be null and void and of no force or effect. Employer shall have the right
to assign this Agreement freely, including without limitation Employee's
obligations under Section 11, and Employee hereby acknowledges receipt of
consideration in exchange for Employee's consent to the assignability of
Employee's obligations under Section 11 that is additional to and
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separate from the consideration provided to Employee exchange for the other
covenants in this Agreement.
16. AMENDMENT OR MODIFICATION. This Agreement may not be amended,
modified, changed or altered except by a writing signed by both Employer and
Employee.
17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to conflict of
laws principles.
18. NOTICES. Any and all notices required under this Agreement shall be
in writing and shall be either hand-delivered or mailed, certified mail, return
receipt requested, addressed to:
TO EMPLOYER: Wynn Resorts, Limited
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: President
WITH A COPY Wynn Resorts, Limited
THAT SHALL NOT BE 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
NOTICE TO: Xxx Xxxxx, Xxxxxx 00000
Attn: Legal Department
TO EMPLOYEE: Xx. Xxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
All notices hand-delivered shall be deemed delivered as of the date actually
delivered. All notices mailed shall be deemed delivered as of three (3) business
days after the date postmarked. Any changes in any of the addresses listed
herein shall be made by notice as provided in this Section 18.
19. INTERPRETATION. The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement; titles of sections are for
convenience only and are not to be considered a part of this Agreement.
20. SEVERABILITY. In the event any one or more provisions of this
Agreement is declared judicially void or otherwise unenforceable, the remainder
of this Agreement shall survive and such provision(s) shall be deemed modified
or amended so as to fulfill the intent of the parties hereto.
21. DISPUTE RESOLUTION. Except for equitable actions seeking to enforce
the provisions of Sections 9, 10 and 11 of this Agreement, jurisdiction and
venue for which is hereby granted to the court of general trial jurisdiction in
Las Vegas, Nevada, any and all claims, disputes, or controversies arising
between the parties hereto regarding any of the
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terms of this Agreement or the breach thereof, on the written demand of either
of the parties hereto, shall be submitted to and be determined by final and
binding arbitration held in Las Vegas, Nevada, in accordance with Employer's or
its Affiliates' arbitration policy governing employment disputes, or, in the
absence of any such policy, as conducted by and in accordance with the
employment dispute rules of the American Arbitration Association. This agreement
to arbitrate shall be specifically enforceable in any court of competent
jurisdiction.
22. WAIVER. None of the terms of this Agreement, including this Section
22, or any term, right or remedy hereunder shall be deemed waived unless such
waiver is in writing and signed by the party to be charged therewith and in no
event by reason of any failure to assert or delay in asserting any such term,
right or remedy or similar term, right or remedy hereunder.
23. PAROL. This Agreement constitutes the entire agreement between
Employer and Employee, and supersedes any prior understandings, agreements,
undertakings or severance policies or plans by and between Employer or its
Affiliates, on the one side, and Employee, on the other side, with respect to
its subject matter or Employee's employment with Employer or its Affiliates.
24. INDEMNIFICATION. Employer agrees to indemnify, defend, and hold
harmless Employee from all liabilities, claims of liability, or expenses
(including attorney's fees and expert witness fees) arising directly or
indirectly in connection with any action brought by The Venetian Casino Resort,
LLC ("VCR") or Las Vegas Sands Corp. ("LVS") or any affiliates thereof against
Employee due to Employee's termination of Employee's employment with the VCR.
Employer's agreement to provide such indemnification is subject to (i)
Employee's representation to Employer that the terms of Employee's entire
employment arrangement with VCR is set forth in that certain offer letter from
VCR to Employee executed by the Employee on July 25, 2005 and the public
announcement of Employee's appointment as Interim Chief Accounting Officer for
LVS; and (ii) that Employee not violate any confidentiality obligation owed by
Employee to VCR. It is not Employer's intention to harm VCR or LVS in any way
and, to the extent reasonably requested by either of VCR or LVS, Employer
expects you to cooperate with VCR to ensure transition of your duties and
instructs you not to take any confidential information or documentation from VCR
or LVS. In case of a claim for which Employee is entitled to indemnity, Employer
shall assume the defense of the claim, conduct all proceedings or negotiations
and take all other required or appropriate steps to settle or defend any such
claim to conclusion. Employee shall have the right, but not the obligation, to
employ separate counsel and participate in the defense thereof at its own
expense.
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IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the
parties hereto have executed and delivered this Agreement as of the year and
date first above written.
WYNN RESORTS, LIMITED EMPLOYEE
By: /s/ Xxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
---------------------------- ----------------------------
Name: Xxxx Xxxxxx Xxxxxx Xxxxxxx
----------------------------
Its: Chief Operating Officer
----------------------------
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