EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.8

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of November, 2007, by and between STATION CASINOS, INC., a Nevada corporation (the “Company”), and XXXXXXX X. XXXXXXXX (the “Executive”).

WHEREAS, the Company and the Executive are parties to an Executive Employment Agreement dated May 20, 2003 as amended by that First Amendment to Employment Agreement dated January 21, 2005 (as so amended, the “Former Agreement”); and

WHEREAS, the Executive has agreed to continue his employment with the Company, and to serve as President and Vice Chairman of the Board of the Company, on the terms and conditions set forth herein; and

WHEREAS, the parties to this Agreement desire to replace the Former Agreement in its entirety with this Agreement, and the Former Agreement shall no longer be of any force or effect;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each individually a “Party” and together the “Parties”) agree as follows.

1. DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1 “Affiliate” shall mean any Person controlling, controlled by or under common control with the Company,

1.2 “Base Salary” shall mean the greater of (a) the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder, (b) any increased salary granted to the Executive by the Board (in accordance with the terms of the LLC Agreement) or (c) any increased salary provided for in Section 7.1(a).

1.3 “Board” shall mean the Board of Directors of the Company, including any successor of the Company in the event of a Change in Control.

1.4 “Cause” shall mean that the Executive has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission.

1.5 “Change of Control” shall mean the following: (A) prior to the occurrence of an Initial Public Offering (as defined in the LLC Agreement), the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any “person” or “group” (in each case, as such term is used in Section 13(d)(3) of the Exchange Act), other than any Member of HoldCo LLC who is an Existing Equity Holder or Permitted Transferee (as defined in the LLC Agreement) of such a Member of HoldCo LLC, or an Affiliate thereof, becomes the “beneficial owner” (as such term is defined in rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the total issued and outstanding Class A Units

and Class B Units of HoldCo LLC; (B) after the occurrence of an Initial Public Offering, the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any person or group, other than a Member of HoldCo LLC who is an Existing Equity Holder or Permitted Transferee of such a Member of HoldCo LLC, or any Affiliate thereof, becomes the beneficial owner of more than thirty-five percent (35%) of the total issued and outstanding shares of Voting Stock of the IPO Corporation; or (C) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of more than 50% (as measured by fair market value at the time of transfer) of the assets of the Company to any person (other than the Company or a Company subsidiary), other than (x) any Member of HoldCo LLC on the date hereof or Permitted Transferee of such a Member of HoldCo LLC or Affiliate thereof or (y) as part of any financing transaction engaged in by the Company or a Company subsidiary. In addition, no Change of Control shall be deemed to have occurred as a result of any reorganization of or similar transaction engaged in by the Company or any subsidiary of the Company (including in respect of an Initial Public Offering). The Executive acknowledges and agrees that the consummation of the transactions contemplated by that Agreement and Plan of Merger dated February 23, 2007, and amended as of May 4, 2007, among HoldCo LLC, FCP Acquisition Sub and the Company shall not constitute a “Change in Control” hereunder.

1.6 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7 “Company Property” shall mean all items and materials provided by the Company to the Executive, or to which the Executive has access, in the course of his employment, including, without limitation, all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, drawings, blueprints and other documents and similar items relating to the Company, HoldCo LLC, Affiliates under the Company’s control, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.8 “Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company, HoldCo LLC or any Affiliate of either of them, including, without limitation, its products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s, HoldCo LLC’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company, HoldCo LLC or any Affiliate concerning its customers whether or not such information has been reduced to documentary form. Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive.

1.9 “Deferred Compensation Plan for Executives” shall mean the Company’s Deferred Compensation Plan for Executives, effective as of November 30, 1994, as the same may be amended from time to time.

1.10 “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of ninety (90) days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure: The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, the other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

1.11 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12 “Existing Equity Holders” shall mean (a) the Sponsor Equity Holder and (b) the Executive, Xxxxx X. Xxxxxxxx III, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx X Xxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, and their executors, administrators or the legal representatives of their estates, their heirs, distributees and beneficiaries, and any trust as to which any of the foregoing is a settlor or co-settlor and any corporation, partnership or other entity which is an Affiliate of any of the foregoing, and any lineal descendants of such persons (but only to the extent that the beneficial ownership of the Class A Units and/or Class B Units of HoldCo LLC held by such lineal descendants was directly received by gift, trust or sale from any such person).

1.13 “Good Reason” shall mean and exist if, without the Executive’s prior written consent, one or more of the following events occurs:

(a) the Executive is not appointed to or is otherwise removed from the office(s) provided for in Section 2.3, for any reason other than the termination of his employment;

(b) the Executive is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;

(c) unless the Minimum Ownership Threshold is not satisfied, the Company gives the Executive notice pursuant to Section 2.2 that it does not intend to extend the Term of Employment for an additional five year period;

(d) the Executive is not appointed to or is removed from membership on the Board other than for Cause;

(e) the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(f) the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3;

(g) the Executive’s Base Salary is decreased by the Company or is not increased as provided for in Section 3.1 and/or Section 7.1(a);

(h) the Executive is excluded from participation in any employee benefit or incentive plan or program (other than equity-based compensation) offered to other executives of the Company or his benefits or opportunities under any employee benefit or incentive plan or program of the Company is or are materially reduced;

(i) the Executive is not permitted to participate in the Deferred Compensation Plan for Executives or any other incentive compensation plans or programs offered by the Company to senior executives;

(j) the Company fails to pay the Executive any deferred payments that have become payable under the Deferred Compensation Plan for Executives or any other bonus or incentive plans;

(k) the Company fails to reimburse the Executive for business expenses in accordance with the Company’s policies, procedures or practices;

(l) the Company fails to agree to or to actually indemnify the Executive for his actions and/or inactions, as either a director or officer of the Company, to the fullest extent permitted by Nevada law and the Company’s by-laws, and/or the Company fails to maintain reasonably sufficient levels of directors’ and officers’ liability insurance coverage for the Executive when such insurance is available;

(m) the Company fails to make any of the payments or to provide any of the benefits required under Section 7.1; or

(n) the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

For purposes of this Agreement, a determination by the Executive that the Executive has “Good Reason” shall be final and binding on the Company and the Executive absent a showing of bad faith on the part of the Executive; provided, however, that if the occurrence of any of the events listed in this Section 1.13 is the result of, or caused by, the actions, or failure to act, of the Executive or Xxxxx X. Xxxxxxxx III, then the occurrence of such events(s) shall not constitute “Good Reason” for purposes of this Agreement.

1.14 “HoldCo LLC” shall mean Xxxxxxxx Colony Partners LLC.

1.15 “IPO Corporation” shall mean the Company (or Affiliate thereof) which is the issuer of the equity interests offered and sold in the Initial Public Offering.

1.16 “LLC Agreement” shall mean that Second Amended and Restated Operating Agreement of Xxxxxxxx Colony Partners LLC, dated of even date herewith, as the same may be amended from time to time in accordance with the terms thereof.

1.17 “Minimum Annual Bonus” shall mean an amount equal to fifty percent (50%) of the Executive’s then current Target Annual Bonus.

1.18 “Minimum Ownership Threshold” shall mean the direct or indirect ownership by the Executive and Xxxxx X. Xxxxxxxx III, in the aggregate, of not less than two and one-half percent (2.5%) of the outstanding Class A Units of HoldCo LLC, including any successor of the Company in the event of a Change in Control.

1.19 “Person” shall mean any individual, firm, partnership, association, trust, company, corporation or other entity.

1.20 “Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

1.21 “Special Long-Term Disability Plan” shall mean the Company’s Special Long-Term Disability Plan, effective as of November 30, 1994, as the same may be amended from time to time.

1.22 “Sponsor Equity Holder” shall mean the affiliates of Colony Capital, LLC, including FC Investor, LLC and its affiliated funds and controlled accounts.

1.23 “Supplemental Executive Retirement Plan” shall mean the Company’s Supplemental Executive Retirement Plan, effective as of November 30, 1994, as amended by that First Amendment to Supplemental Executive Retirement Plan, effective as of January 21, 2005, as the same may be amended from time to time.

1.24 “Target Annual Bonus” shall mean an amount that is no less than one hundred fifty percent (150%) of the Executive’s then current Base Salary.

1.25 “Term of Employment” shall mean the period specified in Section 2.2.

1.26 “Voting Stock” shall mean capital stock or other equity interests of any class or classes whose holders are entitled under ordinary circumstances (irrespective of whether at the time stock or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency) to vote for the election of a majority of the directors, managers, trustees or other governing body of such Person.

2. TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1 Employment Accepted. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement. The Former Agreement is hereby deemed to be superceded by this Agreement and shall no longer be in force or effect.

2.2 Term of Employment. The initial Term of Employment shall commence upon the date of this Agreement and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the date of this Agreement; provided, however, that the initial Term of Employment shall automatically be extended for successive five-year periods if neither Party has advised the other in writing in accordance with Section 13 at least six (6) months prior to the end of the then current Term of Employment that such Term of Employment will not be extended for an additional five (5) year period and, provided, further, so long as the Minimum Ownership Threshold is satisfied, the Company shall have no right to provide a notice of non-extension to the Executive. In the event that such notice is given, (i) the Executive’s employment shall terminate upon the close of business on the day immediately preceding the expiration of the then current Term of Employment, and (ii) the Executive shall not be entitled to any additional compensation hereunder after the expiration thereof, but such termination of employment shall not otherwise affect accrued but unpaid compensation or benefits provided under this Agreement or pursuant to any Company plan or program.

2.3 Title and Responsibilities. During the Term of Employment, the Executive shall be employed as the President and Vice Chairman of the Board and shall serve as a member of the Board. In carrying out his duties under this Agreement, the Executive shall only report to the Board. During the Term of Employment, the Executive shall devote reasonable time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the Company’s interests. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments. It is expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board, the continued conduct of such activities (or activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3. COMPENSATION.

3.1 Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than (a) $1,930,000 during the first year of the Term of Employment; (b) $2,120,000 during the second year of the Term of Employment; (c) $2,310,000 during the third year of the Term of Employment; (d) $2,500,000 during the fourth year of the Term of Employment; and (e) $2,690,000 during the fifth year of the Term of Employment (the “Base

Salary”). Following the fifth year of the Term of Employment, the Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board; provided, however, that the Base Salary shall be increased by a minimum of five percent (5%) per year following the fifth year of the Term of Employment, (which guaranteed minimum increases shall continue through the reminder of the Term of Employment). In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any competitor(s) of either or both), the performance of the Executive and/or other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2 Annual Bonus. The Company shall pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the Executive’s performance; provided, however, that the Annual Bonus for each such calendar year shall be no less than the Minimum Annual Bonus. The Annual Bonus awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned, unless the Executive has elected to defer receipt of all or part of the bonus amounts to which he is entitled in respect of any such calendar year, in accordance with the terms and provisions of any deferred compensation program maintained by the Company.

3.3 Supplemental Performance Bonus. In addition to the Annual Bonus, the Company shall also pay to the Executive a supplemental performance bonus (the “Supplemental Performance Bonus”) for each calendar year ending during the Term of Employment in the event that the Company and its subsidiaries, on a consolidated basis, exceed the target financial performance benchmarks established pursuant to clause (ii) of Schedule II of the LLC Agreement, (as the same may be subject to equitable adjustment thereunder), for such calendar year by ten percent (10%) or more.

3.4 Deferred Compensation. The Executive shall be eligible to participate in the Company’s Deferred Compensation Plan for Executives, and any other deferred compensation plans that the Company may adopt for executives, pursuant to the terms of the plans.

4. EMPLOYEE BENEFIT PROGRAMS.

4.1 Pension and Welfare Benefit Plans. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit sharing plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations, holidays and other employee benefit programs sponsored by the Company; provided, however, that the Executive shall not be entitled to receive any equity-based compensation (other than the equity-based compensation provided to the Executive under the terms of the LLC Agreement) without the approval of a Supermajority (as defined in the LLC Agreement) of the Board of Managers of HoldCo LLC.

4.2 Additional Pension and Welfare Benefits. In addition to the foregoing, the Company shall provide the Executive with the following benefits:

(a) Executive Group Health Insurance coverage pursuant to such plan or plans as the Company may select and which shall be fully paid for by the Company;

(b) full salary continuation during the first ninety (90) days of any physical or mental incapacity that prevents the Executive from performing his duties and, for any Disability that continues thereafter, benefits pursuant to the Company’s Special Long-Term Disability Plan and any other long-term disability benefits pursuant to any other disability plan of which the Executive is a participant;

(c) an annual supplemental retirement benefit as set forth in the Supplemental Executive Retirement Plan, in addition to any other benefit pursuant to any other retirement plan under which the Executive is covered; provided, however, that the Supplemental Executive Retirement Plan may not be amended or modified in any respect without the prior written consent of the Executive;

(d) life insurance coverage in an aggregate amount of not less than $35,000,000 through individual and/or group policies, including split dollar policies and term life policies; and

(e) the Executive shall be eligible to participate in any long-term compensation programs maintained by the Company to the extent provided in the applicable plan documents.

5. BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.

5.1 Expense Reimbursement; Security Arrangements. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses. During the Term of Employment, the Company shall also provide the Executive, if he so chooses, with security arrangements similar to these in effect for Xxxxx X. Xxxxxxxx III as of the date of this Agreement at his residences and when traveling (for both business and personal purposes); provided, however, that any security equipment installed at such residences shall become the sole property of the Executive upon the expiration or earlier termination of this Agreement.

5.2 Perquisites. During the Term of Employment, the Executive shall also be entitled to any of the Company’s executive perquisites in accordance with the terms and provisions of the applicable policies, including, without limitation:

(a) use of an automobile;

(b) payment or reimbursement of the cost of an annual physical examination;

(d) payment or reimbursement of initiation fees and annual membership fees and assessments for a country club, a luncheon club and a physical fitness program of the Executive’s choice; and

(e) payment or reimbursement of fees and expenses, up to a maximum amount of $10,000.00, incurred in connection with having this Agreement reviewed by legal counsel prior to execution.

6. TERMINATION OF EMPLOYMENT.

6.1 Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a) Base Salary at the rate in effect at the time of his termination for a period of twenty-four (24) months following the termination of employment;

(b) any Annual Bonus and Supplemental Performance Bonus awarded but not yet paid;

(d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts to the extent provided in the plans or programs providing for deferral;

(e) immediate vesting of all restricted stock, stock options, phantom stock units, stock appreciation rights and similar stock-based or performance-based interests, which stock options, stock appreciation rights and similar exercisable interests shall continue to be and shall remain exercisable for the remaining term of such stock options, stock appreciation rights and similar exercisable interests, as applicable, as set forth in the agreement granting or otherwise awarding such stock option, stock appreciation right or similar exercisable interest as if no termination of employment had occurred;

(f) reimbursement for expenses incurred but not paid prior to such termination of employment;

(g) in the case of Disability, (i) continuation of the Executive’s health and welfare benefits at the level in effect on the date of termination through the end of the 60th month following the termination of the Executive’s employment, or (ii) at the Executive’s option, a lump-sum payment to the Executive of the economic equivalent thereof, as if the Executive’s employment had continued during such period; and

(h) such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable

employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2 Termination by the Company for Cause. The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice of the Executive in the event (and only in the event) that the Executive has been found unsuitable to hold a gaming license by a final, non-appealable decision of the Nevada Gaming Commission. In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a) Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b) any Annual Bonus and Supplemental Performance Bonus awarded but not yet paid;

(c) any deferred compensation or bonuses, including interest or other credits on the deferred amounts to the extent provided in the plans or programs providing for deferral;

(d) reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e) such rights to other benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.3 Termination by the Executive Without Good Reason Prior to a Change in Control. The Executive may terminate his employment on his own initiative for any reason prior to a Change in Control upon one hundred eighty (180) days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company and its subsidiaries. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4 Termination by the Company Without Cause Prior to Change in Control. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment that the Minimum Ownership Threshold is not satisfied by giving written notice to the Executive. In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a) a lump-sum payment equal to three times one hundred ninety percent (190%) of the Executive’s Base Salary at the rate in effect at the time of his termination;

(b) any Annual Bonus and Supplemental Performance Bonus awarded but not yet paid;

(d) any deferred bonus, including interest or other credits on the deferred amounts, to the extent provided in the Deferred Compensation Plan for Executives;

(e) immediate vesting of all restricted stock, stock options, phantom stock units, stock appreciation rights and similar stock-based or performance-based interests, which stock options, stock appreciation right and similar exercisable interests shall continue to be and shall remain exercisable for the remaining term of such stock options, stock appreciation rights and similar exercisable interests, as applicable, as set forth in the agreement granting or otherwise awarding such stock option, stock appreciation right or similar exercisable interest as if no termination of employment had occurred;

(f) reimbursement of expenses incurred but not paid prior to such termination of employment;

(g) (i) continuation of all benefits provided to the Executive pursuant to Section 4.2, including, without limitation, the Executive’s group health insurance and participation in the Company’s Special Long-Term Disability Plan and any other long-term disability insurance generally provided to senior executives of the Company, at the level in effect at the time of his termination of employment, through the end of the 60th month following such termination, or (ii) at the Executive’s option, a lump-sum payment to the Executive of the economic equivalent thereof, as if such Executive were employed during such period; and

(h) such rights to other benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

For the avoidance of doubt, so long as the Minimum Ownership Threshold is satisfied, the Company shall have no right to terminate the Executive without Cause under this Agreement.

6.5 Termination by the Executive With Good Reason Prior to a Change in Control. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes such action, or fails to take such action, in violation of the proceeding sentence, then in addition to any other remedies available to the Executive at law or in equity, the Executive may terminate his employment on his own initiative for Good Reason at any time prior to a Change in Control upon thirty (30) days prior written notice to the Company. Such termination shall have the same consequences as a termination without Cause under Section 6.4.

7. CHANGE IN CONTROL.

7.1 Change in Control. Immediately upon a Change in Control, in addition to any other compensation or benefits payable pursuant to this Agreement or otherwise, the Executive shall be entitled to:

(a) an Annual Bonus of at least ninety percent (90%) of his then applicable Base Salary;

(b) immediate vesting of all benefits, without penalty or reduction in rights or benefits, including, without limitation, immediate vesting of all restricted stock, stock options, phantom stock units, stock appreciation rights and similar stock-based or performance-based interests, which stock options, stock appreciation rights and similar exercisable interests shall continue to be and shall remain exercisable for the remaining term of such stock options, stock appreciation rights and similar exercisable interests, as applicable, as set forth in the agreement granting or otherwise awarding such stock option, stock appreciation right, or similar exercisable interest;

(c) a lump-sum payment to the Executive of the economic equivalent of the Executive receiving payments under the Supplemental Executive Retirement Plan for a period of fifteen (15) years (with such amount to be determined as if the Executive were immediately eligible for retirement under such Plan as of his termination date without penalty for early retirement); provided, however, that all of the Executive’s rights under such Plan shall terminate upon receiving such lump-sum payment;

(d) immediate vesting of any deferred compensation or bonuses, including interest or other credits on the deferred amount to the extent provided in the plans or programs providing for deferral;

(e) (i) continued funding of the Executive’s split dollar and term life insurance policies and any other life insurance policies maintained by the Company on behalf of the Executive as of the date of the Change in Control, as if the Executive were employed by the Company through the maturity date of such policies or payment in full of all premium obligations under such policies, or (ii) at the Executive’s option, a lump-sum payment to the Executive of the economic equivalent thereof, as if the Executive were employed by the Company through the maturity date of such policies; and

(f) such rights to other benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

7.2 Termination of the Executive’s Employment After a Change in Control. If subsequent to a Change in Control, the Executive’s employment is terminated by the Company without Cause (which termination may only occur if the Executive fails to satisfy the Minimum Ownership Threshold at the time of such termination) or by the Executive for Good Reason, the Executive shall be entitled, in addition to any compensation and benefits provided pursuant to Section 7.1 above, to:

(a) a lump-sum payment equal to the greater of (i) four (4) times one hundred ninety percent (190%) of his Base Salary at the time of the Change in Control or (ii) four (4) times one hundred ninety percent (190%) of his Base Salary at the time of the termination of his employment;

(b) any Annual Bonus and Supplemental Performance Bonus awarded but not yet paid;

(d) (i) continuation of all employee benefits provided to the Executive pursuant to Section 4.2 for a period of sixty (60) months following such termination of employment, or (ii) at the Executive’s option, a lump-sum payment to the Executive of the economic equivalent thereof, as if the Executive were an employee of the Company during such period; and

(e) reimbursement of expenses incurred but not paid prior to such termination of employment.

For the avoidance of doubt, so long as the Minimum Ownership Threshold is satisfied, the Company shall have no right to terminate the Executive without Cause under this Agreement.

7.3 Termination by Executive without Good Reason After a Change in Control. If the Executive terminates his employment without Good Reason following a Change in Control, in addition to any compensation and benefits provided pursuant to Section 7.1, but in lieu of any other compensation and benefits whatsoever, he shall be entitled to the following:

(a) if such termination occurs in the first twelve (12) months following a Change in Control, the Executive shall be entitled to (i) a lump-sum payment equal to eighty percent (80%) of the amount payable to the Executive pursuant to Section 7.2(a), and (ii) all of the benefits provided in Sections 6.4(a), (b), (d) and (e);

(b) if such termination occurs at any time after the first twelve (12) months following a Change in Control, the Executive shall be entitled to (i) one hundred percent (100%) of the amount payable to the Executive pursuant to Section 7.2(a), and (ii) all of the benefits provided in Sections 6.4 (a), (b), (d) and (e); and

(c) in either instance, the Executive shall be entitled to such rights to benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs; and

(d) reimbursement of expenses incurred but not paid prior to such termination of employment.

7.4 Termination for Other Reasons After a Change in Control. If the Executive’s employment is terminated by the Company for any reason not provided by Section 7.2 or Section 7.3, his rights shall be determined in accordance with the applicable subsection of Section 6.

7.5 Funding of Payments. All payments payable to the Executive pursuant to this Section 7, except for payments payable as a lump sum, shall be made to a trust which shall be established for such purpose and shall provide for Towers Xxxxxx (or such other trustee mutually acceptable to the Company and the Executive) to serve as the trustee thereof.

8. CONDITIONS TO PAYMENTS.

8.1 Timing of Payments. Unless otherwise provided herein, any payments to which the Executive shall be entitled under Sections 6 and 7 following the termination of his employment shall be made as promptly as possible and in no event later than five (5) business days following such termination of employment.

8.2 No Mitigation; No Offset. In the event of any termination of employment under Sections 6 or 7, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

9. SPECIAL REIMBURSEMENT.

9.1 If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement of or with the Company, any Affiliate, any Person, or otherwise (the “Total Payments”), will or would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

9.2 For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(a) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive (which opinion shall be provided to the Executive) such Total Payments (in whole or in part) (i) do not constitute parachute payments, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, or (iii) are not, in the opinion of legal counsel, otherwise subject to the Excise Tax, and

(b) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

9.3 In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the initial Gross-Up Payment), the Company shall make an additional Gross-Up Payment in accordance with Section 9.1 in respect of such excess Excise Tax (plus any interest, penalties or additions payable by the Executive with respect to such excess Excise Tax) at the time that the amount of such excess Excise Tax is finally determined. The Executive and the Company shall each reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of any such subsequent liability for Excise Tax with respect to the Total Payments.

10. INDEMNIFICATION.

10.1 General. The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company to the fullest extent authorized by Nevada law and the Company’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s by-laws, only to the extent such amendment permits the Company to provide broader indemnification rights than the Company’s by-laws permitted the Company to provide before such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith.

10.2 Procedure. The indemnification provided pursuant to this Section 10 shall be subject to the following conditions:

(a) The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

(b) The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the

retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(d) The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

10.3 Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 10.1 and 10.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within twenty (20) days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 10.

10.4 Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 10 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company, agreement, vote of stockholders or disinterested directors or otherwise.

10.5 D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

10.6 Witness Expenses. Notwithstanding any other provision of this Agreement, the Company shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an

hourly basis, for all time spent, at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

10.7 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

11. CONFIDENTIAL INFORMATION.

11.1 Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or for a period of twelve (12) months after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or for a period of twelve (12) months after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or the Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

11.2 Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

11.3 Required Disclosure. In the event the Executive is required by law or court order to disclose any Confidential Information or to produce any Company Property, the Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court order or of any law which requires such disclosure and, if the Company so elects, to the extent permitted by applicable law, give the Company an adequate opportunity, at its own expense, to contest such law or court order prior to any such required disclosure or production by the Executive.

11.4 Survival. The Executive agrees that the provisions of this Section 11 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

12. DISPUTE RESOLUTION; FEES. Except as otherwise provided in Section 10.3, the Company agrees that in the event the Executive finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to him, the Company shall reimburse the Executive for all attorney’s fees and other related expenses incurred by him to the extent the Executive is successful in such action.

13. NOTICES. All notices, demands and requests required or permitted to be given to either Party under this Agreement shall be in writing and shall be deemed to have been given when

delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Station Casinos, Inc.
	0000 X. Xxxxxxxx Xxxxxx Xxxxx
	Xxx Xxxxx, Xxxxxx 00000
	Attention: General Counsel

With a copy to:	Milbank, Tweed, Xxxxxx & XxXxxx LLP
	000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxxxxx, Xxxxxxxxxx 00000
	Attention: Xxxxxxx X. Xxxxxxxx

If to the Executive:	Xxxxxxx X. Xxxxxxxx
	0000 X. Xxxxxxxx Xxxxxx Xxxxx
	Xxx Xxxxx, Xxxxxx 00000

14. EMPLOYEE BENEFIT PLAN DOCUMENTS. In the event that any provision of this Agreement conflicts with the terms and provisions of any employee benefit plan document, the provisions of this Agreement shall govern; and the Company shall take any and all actions that may be necessary, including amendment of any plan document, to the extent necessary to effect the provision of benefits expressly provided upon termination of the Executive’s employment pursuant to Sections 6 and 7.

15. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

16. SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 16 are in addition to the survivorship provisions of any other Section of this Agreement.

17. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

19. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. Upon the consummation of the Initial Public Offering, this Agreement shall be assumed by the IPO Corporation and the Company and any other Company Affiliate having obligations hereunder shall thereupon be released from any liabilities or obligations hereunder.

20. AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by both Parties. No waiver by one Party of any breach by the other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

21. SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

22. SECTION 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. The Company will place an amount in a “rabbi trust” with Towers Xxxxxx (or such other trustee mutually acceptable to the Company and the Executive) equal to the Deferred Amount, plus the interest that will accrue thereon.

23. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to

this Agreement, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Xxxxx County, Nevada, to resolve such dispute or controversy.

24. HEADINGS. The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

25. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

STATION CASINOS, INC.


By:	/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Executive Vice President,
		General Counsel and Secretary


/s/ Xxxxxxx X. Xxxxxxxx
XXXXXXX X. XXXXXXXX

GUARANTEE

Xxxxxxxx Colony Partners LLC, a Nevada limited liability company, hereby, to the fullest extent permitted by applicable law, irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Employment Agreement; provided, however, that upon an Initial Public Offering, such guarantee shall automatically terminate and be of no further force or effect.

XXXXXXXX COLONY PARTNERS LLC


By:	/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President

Document Metadata

Table of Contents

EXECUTIVE EMPLOYMENT AGREEMENT

Document Metadata