EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as
of July 16, 1997 (the "Effective Date"), by and between
Mirage Resorts, Incorporated, a Nevada corporation
("Employer"), and Xxxxxx X. Xxx ("Employee").
1. Employer hereby employs Employee as its Chief Financial
Officer. Employee shall be the principal financial and
accounting officer of Employer and shall report to, and
perform such executive, supervisory, managerial or
administrative duties as may be specified from time to time
by, the Chief Executive Officer of Employer. Employee shall
devote his full business time and best efforts to the
performance of his duties hereunder. Employee's office and
primary place of business shall be in Las Vegas, Nevada.
Employee acknowledges that he will be required to
periodically travel outside Las Vegas, Nevada in performing
his duties hereunder.
2. The term of this Agreement shall commence on the
Effective Date and terminate on February 24, 2005 (the
"Employment Period").
3. Employee shall receive an annual gross salary of
$600,000, such raises or bonuses as Employer's Board of
Directors or Bonus Committee may determine in its sole
discretion and reimbursement for all reasonable business
expenses incurred by Employee in performing his duties
hereunder. Employee shall be provided with coverage under
Employer's executive medical plan, paid vacation and such
other benefits as Employer from time to time makes available
to its senior executives of similar status. During the term
of this Agreement, Employer shall maintain in effect
directors' and officers' liability insurance coverage in
such amounts as Employer's Board of Directors considers
adequate.
Employer and Employee shall execute and deliver a
1995 Non-Qualified Stock Option Agreement, in the
form attached as Exhibit A to this Agreement, which
reflects the revised terms and provisions governing
the one million (1,000,000) non-qualified stock
options (the "April 1997 Options") granted to
Employee on April 28, 1997. On the Effective Date,
Employee shall be granted two hundred thousand
(200,000) additional non-qualified stock options (the
"Additional Options") pursuant to and in accordance
with Employer's 1995 Stock Option and Stock
Appreciation Rights Plan, at the same exercise price
as the April 1997 Options. The Additional Options
Exhibit 10(kkk)
shall become exercisable in full on February 24,
2005. The Additional Options shall be governed by
the form of 1995 Non-Qualified Stock Option Agreement
attached as Exhibit B to this Agreement. The April
1997 Options and Additional Options are collectively
referred to herein as the "Options." Employee
acknowledges and agrees that notwithstanding the
terms of the Options, the Options do not confer any
right to continue in the employ of Employer hereunder
or interfere in any way with Employer's right to
terminate his employment pursuant to any of the
provisions hereof. After an Option becomes
exercisable pursuant to its stated terms or upon
acceleration, Employer shall take no action to
prevent Employee from exercising such Option in
accordance with the terms of the applicable Stock
Option Agreement, and Employer hereby releases any
right it might otherwise have to do so (by way of
setoff, counterclaim or otherwise), regardless of any
claims which Employer might have or assert against
Employee, whether or not such claims relate to or
arise out of Employee's breach of this Agreement or
any other agreement or relationship between Employer
and Employee. Employer is expressly reserving any
such claims.
If at any time Employer's Board of Directors or Stock
Option Committee (or any successor thereto) takes
action to reduce the exercise prices of outstanding
stock options held by a majority of participants in
Employer's stock option plans to a price less than
the stated exercise price of the Options, the
exercise price of the then-outstanding Options shall
similarly and concurrently be reduced. If at any
time Employer's Board of Directors or Stock Option
Committee (or any successor thereto) takes action to
accelerate the exercise dates of outstanding stock
options held by a majority of senior officers of
Employer and its subsidiaries upon the occurrence of
any event, the exercise dates of the Options shall
similarly and concurrently be accelerated.
4. Employee acknowledges and agrees that the laws of
Nevada and other jurisdictions in which Employer or its
affiliates may propose to engage, or engage, in business
activities during the term hereof may require that Employee
be investigated for suitability and licensing. Employee
shall fully cooperate with the appropriate governmental
authorities in order that Employer and he may obtain all
certificates, permits and licenses required in connection
with his employment hereunder or otherwise desired by
Employer during the term hereof. Employee further
acknowledges and agrees that in the event he fails to so
2
cooperate or he or Employer, for any reason attributable to
Employee, fails to obtain, within the time specified by the
Nevada Gaming Commission and all other governmental
authorities having jurisdiction, or thereafter maintain, in
good standing and in full force and effect, during the term
hereof, all required certificates, permits and licenses in
connection with his employment hereunder or Employer's
desired activities, or Employee commits any criminal or
other improper act which could result in the suspension or
revocation of any such certificate, permit or license, such
shall constitute good cause for Employer to terminate this
Agreement as provided in Paragraph 7 hereof.
5. Employee covenants and agrees that during the stated
Employment Period, Employee shall not directly or indirectly
be employed by, engage in, participate in, consult for or
otherwise be connected in any way (other than as a wholly
passive investor) with any individual, firm, corporation or
other entity primarily engaged in the gaming, entertainment
or hospitality industry. The restriction on Employee's
activities set forth in the immediately preceding sentence
shall survive until the end of the stated Employment Period,
except that it shall not apply following termination of this
Agreement as provided in Paragraph 7(a) or 8 hereof or
following a Change of Control (as defined in Paragraph 6
hereof), and except that such restriction shall not apply
after two years following termination of this Agreement as
provided in Paragraph 7(b) hereof. Employee acknowledges
and agrees that the restrictions on his activities set forth
in this Paragraph 5 are reasonable, that Employee has been
adequately compensated under this Agreement for the future
financial hardship that compliance with such provisions
might otherwise have created and that Employee has available
other suitable employment opportunities which eliminate the
need for employment which would violate such provisions. In
addition to all other rights and remedies provided to
Employer hereunder, if Employee breaches any of the
obligations contained in this Paragraph 5, Employer shall
have the right to terminate this Agreement, but any such
termination shall in no event be deemed an election of
remedies and Employer expressly reserves all other legal and
equitable remedies. Employee further covenants and agrees
that he shall not at any time during the term of this
Agreement or thereafter, without Employer's prior written
consent, disclose to other individuals or entities any trade
secrets or other confidential information concerning
Employer or its affiliates, including without limitation,
Employer's customers, its casino, hotel or marketing
practices, procedures or management policies or its non-
public financial information, or utilize any such trade
secrets or confidential information in any way or
communicate with or contact any such customers, other than
in connection with his employment hereunder. Employee
hereby confirms that such trade secrets and confidential
3
information constitute Employer's exclusive property, that
all of the restrictions on his activities contained in this
Agreement are required for Employer's reasonable protection
and that in the event of any breach of this Paragraph by
him, Employer will be entitled, if it so elects, to
institute and prosecute proceedings at law or in equity to
obtain damages with respect to such breach, to enforce the
specific performance of this Paragraph or to enjoin Employee
from engaging in any activity in violation hereof.
6. Employee shall have the option to terminate this
Agreement, effective thirty (30) days after written notice
to Employer, at any time following a Change of Control of
Employer. As used in this Agreement, a "Change of Control"
shall be deemed to have occurred if (i) Xxxxxxx X. Xxxx, his
wife, members of their immediate family, trusts established
for the benefit of any of the foregoing or the estate of
Xxxxxxx X. Xxxx or his wife, collectively, cease to own
beneficially at least 3% of the outstanding voting
securities of Employer, (ii) the offices of both Chairman of
the Board and Chief Executive Officer of Employer are held
by any person or persons other than Xxxxxxx X. Xxxx, Xxxxxx
X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxxx,
Xxxxx X. Xxxxx or Xxxxxxx X. Xxxx or (iii) Employer takes
action that results in a substantial diminution of
Employee's duties, general authority or prestige as they
exist on the date of this Agreement ("Substantial Diminution
of Duties"). A Change of Control shall not be considered a
breach of this Agreement by Employer.
7. This Agreement may be terminated by Employer at any
time during the Employment Period for good cause and upon
any such termination, Employer shall have no further
liability or obligation whatsoever to Employee hereunder
except with respect to any salary earned by Employee and not
paid by Employer prior to the date of termination and
Employee's right to the Options
that are exercisable on the date of termination. "Good
cause" shall mean and be limited to:
(a) Employee's death or disability, which is hereby
defined to mean his incapacity for medical reasons
certified to by a licensed physician designated by
Employer which precludes the substantial performance
of his duties hereunder for a substantially
consecutive period of four (4) months or more; and
(b) Employee's dishonesty in his relationship with
Employer, willful or habitual insubordination or
failure to substantially perform his duties, the
occurrence of an event specified in the last sentence
4
of Paragraph 4 hereof, or any other material breach
of this Agreement by Employee, any or all of which,
if curable, is not cured by Employee within a
reasonable time after written notice thereof from
Employer.
8. If Employer terminates Employee's employment hereunder
in violation of the terms of this Agreement, or if Employee
resigns as a result of a material breach of this Agreement
by Employer which, if curable, is not cured by Employer
within a reasonable time after written notice thereof from
Employee, Employee shall be entitled to receive all amounts
which would have been payable hereunder through the end of
the stated Employment Period (but Employee shall have the
duty to mitigate damages, it being understood that Employee
shall not be required to accept employment that would
represent a Substantial Diminution of Duties or require
Employee to relocate outside of the continental United
States), and, notwithstanding the terms of the Stock Option
Agreements governing the Options, all then-unexercisable
Options shall become exercisable on the date of termination
of Employee's employment and shall remain exercisable for
one (1) year thereafter.
9. Employee represents and warrants to Employer that
Employee is not a party or otherwise subject to any
agreement or restriction which would be breached or violated
by Employee's execution of this Agreement or his employment
hereunder.
10. If any provision hereof is held to be unenforceable or
invalid for any reason whatsoever, such fact shall not
affect the remaining provisions hereof. If any of the
provisions hereof which impose restrictions on Employee are,
with respect to such restrictions, determined by a final
judgment of any court of competent jurisdiction to be
unenforceable or invalid because of the geographic scope or
time duration of such restrictions, such provisions shall be
deemed retroactively modified to provide for the maximum
geographic scope and time duration which would make such
provisions enforceable and valid. However, no such
retroactive modification shall affect any of Employer's
rights hereunder arising out of the breach of any such
restrictive provisions, including without limitation,
Employer's right to terminate this Agreement.
5
11. No failure or delay on the 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.
12. No amendment, modification, termination or waiver of
any provision of this Agreement nor consent to any departure
by Employee or Employer therefrom shall in any event be
effective unless the same shall be in writing and signed by
a duly authorized officer of Employer or by Employee, as the
case may be. Any such waiver or consent shall be effective
only in the specific instance and for the specific purpose
for which given.
13. This Agreement (including the Exhibits hereto) sets
forth the entire agreement of the parties with respect to
the subject matter hereof and supersedes any and all prior
negotiations, agreements or understandings, whether oral or
written.
14. This Agreement shall be controlled, construed and
enforced in accordance with the laws of Nevada. Any legal
action relating to or arising out of this Agreement shall be
instituted and maintained exclusively in state or federal
court in Xxxxx County, Nevada, and the parties hereby
consent to the exclusive jurisdiction of such courts.
15. Any and all notices required or permitted to be given
hereunder shall be in writing and sent by personal delivery
or registered or certified mail to Employee's last known
residence (as reflected in Employee's personnel file), in
the case of Employee, or to Employer's principal office in
Las Vegas, Nevada, in the case of Employer.
IN WITNESS WHEREOF, Employer and Employee have entered into
this Agreement in Las Vegas, Nevada, as of the Effective
Date first above written.
MIRAGE RESORTS, INCORPORATED
Xxxxxxx X. Xxxx
By:_________________________
XXXXXXX X. XXXX
Chairman of the Board
Xxxxxx X. Xxx
____________________________
XXXXXX X. XXX
6
MIRAGE RESORTS, INCORPORATED
1995 NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement is entered into as of April 28, 1997
(the "Effective Date"), by and between Mirage Resorts,
Incorporated ("MRI") and Xxxxxx X. Xxx ("Grantee"), pursuant
to MRI's 1995 Stock Option and Stock Appreciation Rights
Plan (the "Plan").
1. MRI hereby grants to Grantee a Non-Qualified
Option to purchase 1,000,000 shares (the "Shares") of MRI's
$.004 par value common stock (the "Common Stock") at a price
of $20.375 per share (the "Options").
2. The term of the Options shall be for a period of
10 years, commencing on the Effective Date, except as
otherwise expressly provided below with respect to the
earlier termination of the Options.
3. The Options may be exercised only as follows:
(a) Except as provided in Paragraph 6 hereof, no
portion of the Options may be exercised prior to
February 24, 2000, at which time Options as to
200,000 Shares may be exercised;
(b) Commencing on February 24, 2001, Options as
to an additional 200,000 Shares may be exercised;
(c) Commencing on February 24, 2002, Options as
to an additional 200,000 Shares may be exercised;
(d) Commencing on February 24, 2003, Options as
to an additional 200,000 Shares may be exercised;
(e) Commencing on February 24, 2004, the balance
of the Options may be exercised;
(f) The Options may not be exercised as to less
than 1,000 Shares at any one time unless they are
exercised with respect to all of the Shares then
subject to exercise; and
(g) Except as otherwise expressly provided herein, the
Options may be exercised at any time or from time
to time during their term as to any part or all of
the Shares subject thereto.
EXHIBIT A
Notice of any exercise of the Options shall be in
writing and delivered in person or by registered or certified
mail to MRI at its principal office at 0000 Xxx Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxxx, XX 00000. Such notice shall state the
number of Shares with respect to which the Options are being
exercised and shall be accompanied by full payment for all
Shares being purchased, which may consist of cash or the
delivery of shares of Common Stock, to be valued for such
purpose at the Fair Market Value of such shares as of the
close of business on the day prior to exercise. MRI shall
deliver to Grantee a certificate or certificates evidencing
such Shares as soon as practicable after such notice and
payment is received. MRI's Board of Directors or any
Committee appointed pursuant to the Plan may waive any
limitations upon exercise contained herein.
4. The Options shall not be assignable or
transferable by Grantee by operation of law or otherwise
except by will or the laws of descent and distribution,
shall not be subject to execution, attachment or similar
process and during Grantee's lifetime, may only be exercised
by Grantee or, in the event of his incapacity, his guardian
or legal representative.
5. Except as provided in Paragraph 6 hereof, in the
event of the termination of Grantee's employment or other
Relationship with MRI or any subsidiary or affiliated
corporation of MRI, the Options shall terminate as to any
Shares which were not subject to exercise as of the date of
termination. With respect to Shares subject to exercise as
of the date of termination, Grantee may exercise the Options
as to such Shares only within the three-month period
following the date of termination (unless the Options shall
expire sooner by their terms), and following the expiration
of such three-month period, the Options shall terminate
unless Grantee has been rehired or re-engaged and is
employed or engaged on the date when the Options would
otherwise have terminated. A leave of absence approved in
writing by MRI's Board of Directors or the Committee shall
not be deemed termination of Grantee's employment or other
Relationship, but Grantee may not exercise any Options
during such leave of absence except during the first three
months thereof. Nothing in this Agreement shall confer upon
Grantee any rights except as specifically provided herein or
any right to continue any Relationship with or to remain in
the employ of MRI or any subsidiary or affiliated
corporation of MRI or interfere with MRI's or any such other
corporation's right to terminate his employment or other
Relationship at any time for any reason.
6. (a) Except as provided in subparagraph 6(b)
hereof, if Grantee shall die or suffer a Permanent
Disability while employed by or during the period of any
other Relationship with MRI or any subsidiary or affiliated
corporation of MRI, the Options may be exercised (to the
2
extent otherwise exercisable hereunder as of the date of
death or termination of employment or other Relationship) by
Grantee or Grantee's Successor at any time within one year
after the date of death or termination of employment or
other Relationship due to Permanent Disability (unless the
Options shall expire sooner by their terms), but the Options
shall terminate in all events following the expiration of
such one-year period.
(b) Notwithstanding subparagraph 6(a) hereof, if
Grantee shall die, or Grantee's employment or other
Relationship with MRI or any subsidiary or affiliated
corporation of MRI shall terminate as a result of a
Permanent Disability, or disability as defined in any
employment agreement to which Grantee is a party, before
February 24, 2004, Grantee or Grantee's Successor may
exercise, in addition to the Options (if any) which had
previously become exercisable pursuant to Paragraph 3 hereof
(the "Previously Exercisable Options"), Options as to that
number of Shares (the "Accelerated Options") equal to the
product of 1,000,000 times a fraction, the numerator of
which shall be the number of calendar days elapsed between
February 24, 1997 and the date of Grantee's death or
termination of employment or other Relationship, and the
denominator of which shall be 2,920, less the number of
Previously Exercisable Options. The Accelerated Options may
be exercised by Grantee or Grantee's Successor only within
the three-month period following the date of Grantee's death
or termination of employment or other Relationship, and
shall terminate at the end of such three-month period.
(c) For purposes of this Paragraph 6, "Permanent
Disability" shall mean that Grantee is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than 12
months. MRI's Board of Directors or the Committee may
require such proof of Permanent Disability as it, in its
sole judgment, deems necessary or appropriate.
7. If, after the date hereof, MRI shall effect or
become a party to any stock dividend, stock split,
recapitalization, merger, consolidation, reorganization or
similar event affecting its outstanding shares, the Shares
subject to the Options and the purchase price thereof shall
be proportionately and equitably adjusted in the customary
manner without change in the total consideration payable
upon exercise of the Options or any portion thereof
consistent with the provisions of the Plan, and MRI and
Grantee shall each have the other rights and obligations
specified in the Plan upon the occurrence of any such event.
Adjustments and determinations under this Paragraph 7 shall
be made by the Board of Directors of MRI or the Committee,
whose decisions shall be final, binding and conclusive.
3
8. Grantee shall not have any of the rights of a
stockholder of MRI until certificates evidencing Shares
purchased hereunder are properly delivered to him.
Notwithstanding any provision to the contrary contained
herein, the exercise of all or any portion of the Options
and the delivery of certificates for Shares hereunder shall
be subject to the condition that if at any time MRI shall
determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or the
listing, registration or qualification of any Shares
otherwise deliverable upon such exercise upon any securities
exchange or under any state or federal law, or the consent
or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such
exercise or the delivery of Shares hereunder, then in any
such event, such exercise and delivery shall not be
effective or made until such withholding, listing,
registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not
acceptable to MRI.
9. This Agreement has been entered into pursuant to
the Plan and is subject in all particulars to the terms,
conditions and definitions set forth in the Plan, all of
which are incorporated herein by this reference and made a
part hereof. In the event of any conflict or inconsistency
between any of the provisions of this Agreement and the
Plan, the provisions of the Plan shall govern and control.
10. This Agreement shall be controlled, construed and
enforced in accordance with the laws of Nevada.
IN WITNESS WHEREOF, the parties have signed this
Agreement as of the Effective Date specified herein.
MIRAGE RESORTS, INCORPORATED
XXXXXXX X. XXXX
By:_________________________
Xxxxxxx X. Xxxx
Chairman of the Board
XXXXXX X. XXX
__________________________
XXXXXX X. XXX
4
MIRAGE RESORTS, INCORPORATED
1995 NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement is entered into as of July 16, 1997 (the
"Effective Date"), by and between Mirage Resorts,
Incorporated ("MRI") and Xxxxxx X. Xxx ("Grantee"), pursuant
to MRI's 1995 Stock Option and Stock Appreciation Rights
Plan (the "Plan").
1. MRI hereby grants to Grantee a Non-Qualified
Option to purchase 200,000 shares (the "Shares") of MRI's
$.004 par value common stock (the "Common Stock") at a price
of $20.375 per share (the "Options").
2. The term of the Options shall be for a period of
10 years, commencing on the Effective Date, except as
otherwise expressly provided below with respect to the
earlier termination of the Options.
3. The Options may be exercised only as follows:
(a) Except as provided in Paragraph 6 hereof, no
portion of the Options may be exercised prior to
February 24, 2005 (the "Vesting Date").
(b) The Options may not be exercised as to less
than 1,000 Shares at any one time unless they are
exercised with respect to all of the Shares then
subject to exercise; and
(c) Except as otherwise expressly provided herein,
the Options may be exercised at any time or from
time to time during their term as to any part or
all of the Shares subject thereto.
Notice of any exercise of the Options shall be in
writing and delivered in person or by registered or certified mail
to MRI at its principal office at 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx,
Xxx Xxxxx, XX 00000. Such notice shall state the number of Shares
with respect to which the Options are being exercised and shall be
accompanied by full payment for all Shares being purchased, which
may consist of cash or the delivery of shares of Common Stock, to
be valued for such purpose at the Fair Market Value of such shares
as of the close of business on the day prior to exercise. MRI
shall deliver to Grantee a certificate or certificates evidencing
such Shares as soon as practicable after such notice and payment
is received. MRI's Board of Directors or any Committee appointed
pursuant to the Plan may waive any limitations upon exercise
contained herein.
EXHIBIT B
4. The Options shall not be assignable or transferable by
Grantee by operation of law or otherwise except by will or the
laws of descent and distribution, shall not be subject to execution,
attachment or similar process and during Grantee's lifetime, may
only be exercised by Grantee or, in the event of his incapacity,
his guardian or legal representative.
5. Except as provided in Paragraph 6 hereof, in the
event of the termination of Grantee's employment or other
Relationship with MRI or any subsidiary or affiliated
corporation of MRI, the Options shall terminate as to any
Shares which were not subject to exercise as of the date of
termination. With respect to Shares subject to exercise as
of the date of termination, Grantee may exercise the Options
as to such Shares only within the three-month period
following the date of termination (unless the Options shall
expire sooner by their terms), and following the expiration
of such three-month period, the Options shall terminate
unless Grantee has been rehired or re-engaged and is
employed or engaged on the date when the Options would
otherwise have terminated. A leave of absence approved in
writing by MRI's Board of Directors or the Committee shall
not be deemed termination of Grantee's employment or other
Relationship, but Grantee may not exercise any Options
during such leave of absence except during the first three
months thereof. Nothing in this Agreement shall confer upon
Grantee any rights except as specifically provided herein or
any right to continue any Relationship with or to remain in
the employ of MRI or any subsidiary or affiliated
corporation of MRI or interfere with MRI's or any such other
corporation's right to terminate his employment or other
Relationship at any time for any reason.
6. Except as provided in the following sentence, if
Grantee shall die or suffer a Permanent Disability while
employed by or during the period of any other Relationship
with MRI or any subsidiary or affiliated corporation of MRI,
the Options may be exercised (to the extent otherwise
exercisable hereunder as of the date of death or termination
of employment or other Relationship) by Grantee or Grantee's
Successor at any time within one year after the date of
death or termination of employment or other Relationship due
to Permanent Disability (unless the Options shall expire
sooner by their terms), but the Options shall terminate in
all events following the expiration of such one-year period.
Notwithstanding the immediately preceding sentence, if
Grantee shall die, or Grantee's employment or other
Relationship with MRI or any subsidiary or affiliated
corporation of MRI shall terminate as a result of a
Permanent Disability, or disability as defined in any
employment agreement to which Grantee is a party, prior to
the Vesting Date, Grantee or Grantee's Successor may
exercise Options as to that number of Shares (the
"Accelerated Options") equal to the product of 200,000 times
a fraction, the numerator of which shall be the number of
2
calendar days elapsed between February 24, 1997 and the date
of Grantee's death or termination of employment or other
Relationship, and the denominator of which shall be 2,920.
The Accelerated Options may be exercised by Grantee or
Grantee's Successor only within the three-month period
following the date of Grantee's death or termination of
employment or other Relationship, and shall terminate at the
end of such three-month period. For purposes of this
Paragraph 6, "Permanent Disability" shall mean that Grantee
is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous
period of not less than 12 months. MRI's Board of Directors
or the Committee may require such proof of Permanent
Disability as it, in its sole judgment, deems necessary or
appropriate.
7. If, after the date hereof, MRI shall effect or
become a party to any stock dividend, stock split,
recapitalization, merger, consolidation, reorganization or
similar event affecting its outstanding shares, the Shares
subject to the Options and the purchase price thereof shall
be proportionately and equitably adjusted in the customary
manner without change in the total consideration payable
upon exercise of the Options or any portion thereof
consistent with the provisions of the Plan, and MRI and
Grantee shall each have the other rights and obligations
specified in the Plan upon the occurrence of any such event.
Adjustments and determinations under this Paragraph 7 shall
be made by the Board of Directors of MRI or the Committee,
whose decisions shall be final, binding and conclusive.
8. Grantee shall not have any of the rights of a
stockholder of MRI until certificates evidencing Shares
purchased hereunder are properly delivered to him.
Notwithstanding any provision to the contrary contained
herein, the exercise of all or any portion of the Options
and the delivery of certificates for Shares hereunder shall
be subject to the condition that if at any time MRI shall
determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or the
listing, registration or qualification of any Shares
otherwise deliverable upon such exercise upon any securities
exchange or under any state or federal law, or the consent
or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such
exercise or the delivery of Shares hereunder, then in any
such event, such exercise and delivery shall not be
effective or made until such withholding, listing,
registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not
acceptable to MRI.
3
9. This Agreement has been entered into pursuant to
the Plan and is subject in all particulars to the terms,
conditions and definitions set forth in the Plan, all of
which are incorporated herein by this reference and made a
part hereof. In the event of any conflict or inconsistency
between any of the provisions of this Agreement and the
Plan, the provisions of the Plan shall govern and control.
10. This Agreement shall be controlled, construed and
enforced in accordance with the laws of Nevada.
IN WITNESS WHEREOF, the parties have signed this
Agreement as of the Effective Date specified herein.
MIRAGE RESORTS, INCORPORATED
XXXXXXX X. XXXX
By:__________________________
Xxxxxxx X. Xxxx
Chairman of the Board
XXXXXX X. XXX
___________________________
XXXXXX X. XXX
4
