EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of
August 16, 1995, by and between Mirage Resorts, Incorporated, a
Nevada corporation ("Employer"), and Xxxxx X. Xxxxxx
("Employee").
1. Employer hereby employs Employee as its Vice President of
Risk Management, to perform such executive, supervisory,
managerial or administrative duties and to report to such
officers of Employer as may be specified from time to time
by Employer's Board of Directors.
2. The term of this Agreement shall be five (5) years,
commencing August 16, 1995 (the "Employment Period").
3. Employee shall receive an annual salary of $150,000 and such
raises or bonuses as Employer's Board of Directors may
determine in its discretion, and reimbursement for all
reasonable business and travel expenses incurred by Employee
in performing his duties hereunder. Employee shall also be
provided with coverage under Employer's group major medical
policy, paid vacation and such other benefits as Employer
makes available to its employees of similar status.
Employee shall also be granted fifty thousand (50,000)
non-qualified stock options (the "Options") pursuant to and
in accordance with one of Employer's Stock Option and Stock
Appreciation Rights Plans (the "Plan"), with an exercise
price equal to $32.375, the closing price of a share of
Employer's common stock on the New York Stock Exchange on
August 16, 1995. The Options shall vest at the rate of
twenty (20%) or 10,000 Options per year on a cumulative
basis. The Options shall be governed by the standard form
of agreement utilized under the Plan.
4. Employee acknowledges and agrees that the laws of Nevada and
other jurisdictions in which Employer may propose to, 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 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, Employer may terminate this Agreement, in which
event Employer shall have no further liability or obligation
whatsoever to Employee hereunder, notwithstanding anything
to the contrary contained herein.
EXHIBIT 10.5
5. In consideration hereof, Employee covenants and agrees that
during the Employment Period, Employee shall, except as
provided in the next sentence, devote his full business time
and best efforts to the performance of his duties hereunder
and shall not directly or indirectly engage in, participate
in, consult for or otherwise be connected in any way with
any firm, person, corporation or other entity engaged in
gaming in Xxxxx County, Nevada. Employee may continue his
historical practice of consulting and advising third parties
on a limited and periodic basis with respect to insurance
matters to the extent that such activities do not interfere
with the performance of his duties hereunder. In addition
to all other rights and remedies provided to Employer
hereunder, if Employee breaches any of the obligations
contained in the preceding sentence or fails to cooperate as
specified in paragraph 4 hereof, 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. The foregoing restrictions on Employee shall not
apply if Employee is wrongfully terminated by Employer
without good cause. 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 persons or business entities any
trade secrets or other confidential information concerning
Employer, including without limitation, Employer's customers
or its casino, hotel and marketing practices, procedures or
management policies, 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, confidential information and all information
concerning Employer's customers 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 Agreement 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 Agreement or to enjoin Employee from engaging in any
activity in violation hereof.
6. 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 Options which have vested as of such date or
salary earned by Employee and not paid by Employer prior to
the date of termination. Good cause shall include, but not
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 three (3) months or more; or
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(b) Employee's dishonesty, criminal misconduct, willful or
habitual insubordination, inattention to Employer's
business, failure to substantially perform his duties
or other material breach of this Agreement, which, if
curable, is not cured by Employee within a reasonable
time after written notice thereof from Employer.
7. If any provision hereof is unenforceable, illegal 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 rights to terminate this Agreement.
8. 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.
9. 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.
10. This Agreement shall be controlled, construed and enforced
in accordance with the laws of Nevada.
IN WITNESS WHEREOF, Employer and Employee have entered into
this Agreement in Las Vegas, Nevada, as of the date first
above written.
Mirage Resorts, Incorporated
XXXXX X. XXXXXX By: XXXXXXX X. XXXX
______________________ _____________________
XXXXX X. XXXXXX XXXXXXX X. XXXX
Chairman of the Board
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