ex10-1.htm


    Exhibit
10.1

     

    
      _____________________________

      


      EMPLOYMENT
AGREEMENT

      _____________________________

      


      THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made
and entered into as of the 5th day of May 2009, by and between WYNN LAS VEGAS, LLC (“Employer”) and SCOTT PETERSON (“Employee”).

      


      W I T N E S S E T
H:

      


      WHEREAS,
Employer is a limited liability company duly organized and existing under the
laws of the State of Nevada, maintains its principal place of business at 3131
Las Vegas Boulevard South, Las Vegas, Nevada 89109, and is engaged in the
business of developing, owning and operating a casino resort at such place of
business; and,

      


      WHEREAS, Employee is a party
to that certain Employment Agreement dated as of June 27,2005, as amended (the
“Prior Employment
Agreement”) with Worldwide Wynn, LLC (“WWW”), a affiliate of
Employer;

      


      WHEREAS, Employee and WWW have
agreed to terminate the Prior Employment Agreement in order to permit Employer
and Employee to enter into this Agreement;

      


      WHEREAS,
in furtherance of its business, Employer has need of qualified, experienced
personnel;

      


      WHEREAS,
Employee is an adult individual residing in Clark County, Nevada;

      


      WHEREAS,
Employee has represented and warranted to Employer that Employee possesses
sufficient qualifications and expertise in order to fulfill the terms of the
employment stated in this Agreement; and,

      


      WHEREAS,
Employer is willing to employ Employee, and Employee is desirous of accepting
employment from Employer under the terms and pursuant to the conditions set
forth herein.

      


      NOW,
THEREFORE, for and in consideration of the foregoing recitals, and in
consideration of the mutual covenants, agreements, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, Employer and Employee do hereby covenant and agree as
follows:

      


      1.           DEFINITIONS.  As used in this
Agreement, the words and terms hereinafter defined have the respective meanings
ascribed to them, unless a different meaning clearly appears from the
context:

      


      (a)           “Affiliate”
- means with respect to a specified Person, any other Person who or which is (i)
directly or indirectly controlling, controlled by or under common control with
the specified Person, or (ii) any member, director, officer or manager of the
specified Person.  For purposes of this 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      definition
only, “control”, “controlling” and “controlled” mean the right to exercise,
directly or indirectly, more than fifty percent (50%) of the voting power of the
stockholders, members or owners and, with respect to any individual,
partnership, trust or other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled entity.  For purposes hereof, “Person”
shall mean an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture or other entity of whatever nature.

      


      (b)           “Anniversary”
- means each anniversary date of the Effective Date during the Term (as defined
in Section 5 hereof).

      


      (c)           “Cause”
- means

      


      (i)           Employee’s
inability or failure to secure and/or maintain any licenses or permits required
by government agencies with jurisdiction over the business of Employer or its
Affiliate;

       

      (ii)           the
willful destruction by Employee of the property of Employer or its Affiliate
having a material value to Employer or such Affiliate;

       

      (iii)           fraud,
embezzlement, theft, or dishonest activity committed by Employee (excluding acts
involving a de minimis
dollar value and not related in any manner whatsoever to Employer or its
Affiliate or their business);

       

      (iv)           Employee’s
conviction of or entering a plea of guilty or nolo contendere to any crime
constituting a felony or any misdemeanor involving fraud, dishonesty or moral
turpitude (excluding acts involving a de minimis dollar value and
not related in any manner whatsoever to Employer or its Affiliate of their
business);

       

      (v)           Employee’s
breach of this Agreement;

       

      (vi)           Employee’s
neglect, refusal, or failure to discharge Employee’s duties (other than due to
physical or mental illness) commensurate with Employee’s title and function, or
Employee’s failure to comply with the lawful directions of
Employer;

       

      (vii)           Employee’s
failure or refusal to perform Employee’s duties within the expectations of
Employer or its Affiliate;

       

       

      
        
          
          

        

        
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      (viii)           a
knowing material misrepresentation to Employer;

       

      (ix)           a
willful failure to follow a material policy or procedure of Employer or its
Affiliate;

      


      (x)           Employee’s
material violation of a statute, regulation or common law, whether federal,
state or local, which applies to and/or governs the business of Employer or its
Affiliate;

      


      (xi)           Employee’s
material breach of a statutory or common law duty of loyalty or fiduciary duty
to Employer or its Affiliate including but not limited to Employer’s conflict of
interest policy; or

      


      (xii)           conduct
by Employee which adversely and materially reflects upon the business, affairs
or reputation of Employer and its affiliate,

      


      provided, however, that Employee’s complete
disability due to illness or accident or any other mental or physical incapacity
shall not constitute “Cause” as defined herein.

      


      (d)           “Change of
Control” - means the occurrence, after the Effective Date, of any of the
following events:

      


      (i)           any
"Person" or "Group" (as such terms are defined in Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules
and regulations promulgated thereunder), excluding any Excluded Stockholder, is
or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
Wynn Resorts, Limited (“WRL”), or of any entity
resulting from a merger or consolidation involving WRL, representing more than
fifty percent (50%) of the combined voting power of the then outstanding
securities of WRL or such entity;

       

      (ii)           the
individuals who, as of the Effective Date,  are members of WRL’s Board
of Directors (the "Existing
Directors") cease, for any reason, to constitute more than fifty percent
(50%) of the number of authorized directors of WRL as determined in the manner
prescribed in WRL’s Articles of Incorporation and Bylaws; provided, however,
that if the election, or nomination for election, by WRL's stockholders of any
new director was approved by a vote of at least fifty percent (50%) of the
Existing Directors, such new director shall be considered an Existing Director;


       

      
        
          
          

        

        
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      provided
further, however,
that no individual shall be considered an Existing Director if such individual
initially assumed office as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies by or on behalf of anyone
other than the Board (a "Proxy
Contest"), including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or

       

      (iii)           the
consummation of (x) a merger, consolidation or reorganization to which WRL
is a party, whether or not WRL is the Person surviving or resulting therefrom,
or (y) a sale, assignment, lease, conveyance or other disposition of all or
substantially all of the assets of WRL, in one transaction or a series of
related transactions, to any Person other than WRL, where any such transaction
or series of related transactions as is referred to in clause (x) or
clause (y) above in this subsection (iii) (singly or collectively, a
"Transaction") does not
otherwise result in a "Change in Control" pursuant to subsection (i) of
this definition of "Change in Control"; provided, however,
that no such Transaction shall constitute a "Change in Control" under this
subsection (iii) if the Persons who were the stockholders of WRL
immediately before the consummation of such Transaction are the Beneficial
Owners, immediately following the consummation of such Transaction, of fifty
percent (50%) or more of the combined voting power of the then outstanding
voting securities of the Person surviving or resulting from any merger,
consolidation or reorganization referred to in clause (x) above in this
subsection (iii) or the Person to whom the assets of WRL are sold,
assigned, leased, conveyed or disposed of in any transaction or series of
related transactions referred in clause (y) above in this
subsection (iii), in substantially the same proportions in which such
Beneficial Owners held voting stock in WRL immediately before such
Transaction.

       

      For
purposes of the foregoing definition of “Change in Control,” the term “Excluded
Stockholder” means Stephen A. Wynn, Elaine P. Wynn, and their respective
spouses, siblings, children, grandchildren or great grandchildren, any trust
primarily for the benefit of the foregoing persons, or any Affiliate of any of
the foregoing persons.

       

       (e)           “Complete
Disability” - means the inability of Employee, due to illness or accident
or other mental or physical incapacity, to perform Employee’s obligations under
this Agreement for a period as defined by Employer’s local disability plan or
plans.

       

      
        
          
          

        

        
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      (f)           “Confidential
Information” - means any
information that is possessed or developed by or for Employer or its Affiliate
and which relates to the Employer’s or Affiliate’s existing or potential
business or technology, which is not generally known to the public or to persons
engaged in business similar to that conducted or contemplated by Employer or
Affiliate, or which Employer or Affiliate seeks to protect from disclosure to
its existing or potential competitors or others, and includes without limitation
know how, business and technical plans, strategies, existing and proposed bids,
costs, technical developments, purchasing history, existing and proposed
research projects, copyrights, inventions, patents, intellectual property, data,
process, process parameters, methods, practices, products, product design
information, research and development data, financial records, operational
manuals, pricing and price lists, computer programs and information stored or
developed for use in or with computers, customer information, customer lists,
supplier lists, marketing plans, financial information, financial or business
projections, and all other compilations of information which relate to the
business of Employer or Affiliate, and any other proprietary material of
Employer or Affiliate, which have not been released to the general
public.  Confidential Information also includes information received
by Employer or any of its Affiliates from others that the Employer or Affiliate
has an obligation to treat as confidential.

      


      (g)           “Effective
Date” –
April 20, 2009.

      


      (h)           “Good
Reason” - means the occurrence, on or after the occurrence of a Change in
Control, of any of the following (except with Employee’s written consent or
resulting from an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by Employer or its Affiliate promptly after
receipt of notice thereof from Employee):

      


      (i)           Employer
or an Affiliate reduces Employee’s Base Salary (as defined in Subsection 8(a)
below);

       

      (ii)           Employer
discontinues its bonus plan in which Employee participates as in effect
immediately before the Change in Control without immediately replacing such
bonus plan with a plan that is the substantial economic equivalent of such bonus
plan, or amends such bonus plan so as to materially reduce Employee’s potential
bonus at any given level of economic performance of Employer or its successor
entity;

       

      (iii)           Employer
materially reduces the aggregate benefits and perquisites to Employee from those
being provided immediately before the Change in Control;

       

      
        
          
          

        

        
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       (iv)           Employer
or any of its Affiliates reduces Employee’s responsibilities or directs Employee
to report to a person of lower rank or responsibilities than the person to whom
Employee reported immediately before the Change in Control; or

       

      (v)           the
successor to Employer fails or refuses expressly to assume in writing the
obligations of Employer under this Agreement.

      


      (g)      ”Original
Hire Date” – means April 5,
1993.


      (i)          ”Separation
Payment” - means a lump sum equal to
(A) one year of Employee’s Base Salary (as defined in Subsection 8(a) of this
Agreement) plus (B) the bonus (specifically excluding any special or one time
bonus) that was paid to Employee under Subparagraph 7(b) for the preceding
annual bonus period, plus (C) any accrued but unpaid vacation pay plus (D) any
Gross-Up Payment required by Exhibit B to this Agreement, which is incorporated
herein by reference, said sum to be paid out over twelve (12) months in such
weekly, bi-weekly or semi-monthly installments as shall be convenient to
Employer.

      


      (j)           “Trade
Secrets” - means unpublished inventions or works of
authorship, as well as all information possessed by or developed by or for
Employer or its Affiliate, including without limitation any formula, pattern,
compilation, program device, method, technique, product, system, process,
design, prototype, procedure, computer programming or code that (i) derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by the public or other
persons who can obtain economic value from its disclosure or use; and (ii) is
the subject of efforts that are reasonable to maintain its
secrecy.

      


      (k)           “Work
of Authorship” - means any
computer program, code or system as well as any literary, pictorial, sculptural,
graphic or audio visual work, whether published or unpublished, and whether
copyrightable or not, in whatever form and jointly with others that (i) relates
to any of Employer’s or its Affiliate’s existing or potential products,
practices, processes, formulations, manufacturing, engineering, research,
equipment, applications or other business or technical activities or
investigations; or  (ii) relates to ideas, work or investigations
conceived or carried on by Employer or its Affiliate or by Employee in
connection with or because of performing services for Employer or its
Affiliate.

      


      2.           BASIC
EMPLOYMENT AGREEMENT.  Subject to the terms
and pursuant to the conditions hereinafter set forth, Employer hereby employs
Employee during the Term hereinafter specified to serve in a capacity, under a
title, and with such duties not inconsistent with those set forth in Section 3
of this Agreement, as the same may be modified and/or assigned to Employee by
Employer from time to time; provided, however, 

       

      
        
          
          

        

        
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      that no
change in Employee’s duties shall be permitted if it would result in a material
reduction in the level of Employee’s duties as in effect prior to the change, it
being understood, however, that a change in Employee’s reporting
responsibilities is not, itself, a basis for finding a material reduction in the
level of duties.

      


      3.           DUTIES
OF EMPLOYEE.  Employee shall perform
such duties assigned to Employee by Employer as are generally associated with
the duties of Senior
Vice President and Chief
Financial Officer for Employer or such similar duties as may be assigned
to Employee by Employer as Employer may determine.  Employee’s duties
shall include, but not be limited to:  (i) the efficient and
continuous operation of Employer and its Affiliates; (ii) the preparation of
relevant budgets and allocation or relevant funds; (iii) the selection and
delegation of duties and responsibilities of subordinates; (iv) the direction,
review and oversight of all programs under Employee’s supervision; and (v) such
other and further duties as may be assigned by Employer to Employee from time to
time.  The foregoing notwithstanding, Employee shall devote such time
to Employer or its Affiliates as may be required by Employer, provided such
duties are not inconsistent with Employee’s primary duties to Employer
hereunder.

      


      4.           ACCEPTANCE
OF EMPLOYMENT/ TERMINATION OF PRIOR EMPLOYMENT AGREEMENT.  Employee hereby
unconditionally accepts the employment set forth hereunder, under the terms and
pursuant to the conditions set forth in this Agreement.  Employee
hereby covenants and agrees that, during the Term, Employee will devote the
whole of Employee’s normal and customary working time and best efforts solely to
the performance of Employee’s duties under this Agreement and that, except upon
Employer’s prior express written authorization to that effect, Employee shall
not perform any services for any casino, hotel/casino or other similar gaming or
gambling operation not owned by Employer or any of Employer’s
Affiliates.

      


      As a
condition to the acceptance of the employment hereunder and concurrent the
execution of this Agreement, Employee agrees that as of the Effective Date and
concurrent with the effectiveness of this Agreement Employee agrees to terminate
the Prior Employment Agreement by executing and delivering the Termination
Agreement attached hereto as Exhibit
A.

      


      5.           TERM.  Unless sooner
terminated as provided in this Agreement, the term of this Agreement (the “Term”) shall consist of three
years commencing on the Effective Date of this Agreement and terminating on the
third Anniversary of the Effective Date at which time the terms of this
Agreement shall expire and shall not apply to any continued employment of
Employee by Employer, except for those obligations under Paragraphs 9 and
10.  Following the Term, unless the parties enter into a new written
contract of employment, (a) any continued employment of Employee shall be
at-will, (b) any or all of the other terms and conditions of Employee’s
employment may be changed by Employer at its discretion, with or without notice,
and (c) the employment relationship may be terminated at any time by either
party, with or without cause or notice.

      


      Concurrent
with Employee’s resignation from Employer or upon the termination of Employee’s
employment with Employer, Employee agrees to resign, and shall be deemed to have
resigned, all other positions (including but not limited to board of


       

      
        
          
          

        

        
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      director
memberships) that Employee may have held with Employer and any affiliates of
Employer immediately prior to Employee’s resignation or
termination.

      


      6.           SPECIAL
TERMINATION PROVISIONS.  Notwithstanding
the provisions of Section 5, this Agreement shall terminate upon the occurrence
of any of the following events:

      


      (a)           the
death of Employee; or

      


      (b)           the
giving of written notice from Employer to Employee of the termination of this
Agreement upon the Complete Disability of Employee; or

      


      (c)           the
giving of written notice by Employer to Employee of the termination of this
Agreement upon the discharge of Employee for Cause (Employer’s right to
terminate for Cause (as defined in Section 1(c) shall survive the expiration of
this Agreement); or

      


       (d)           the
giving of written notice by Employer to Employee of the termination of this
Agreement following a disapproval of this Agreement or the denial, suspension,
limitation or revocation of Employee’s License (as defined in Subsection 8(b) of
this Agreement); or

      


      (e)           the
giving of written notice by Employee to Employer upon a material breach of this
Agreement by Employer, which material breach remains uncured for a period of
thirty (30) days after the giving of such notice.   “Material
breach” under this Section 6(e) shall not be construed to include temporary
suspension of the Employee from duty, pursuant to Employer’s policy, pending
investigation by Employer of any incident or occurrence that could give rise to
discipline or termination of employment;

      


      (f)           at
Employee’s sole election in writing as provided in Section 17 of this Agreement,
after both a Change of Control and as a result of Good Reason, provided, however, that,
within ten (10) calendar days after Employer’s receipt of Employee’s written
election, Employer must tender the Separation Payment to Employee;
or

      


      (g)           the
giving of written notice by Employer to Employee of immediate termination of
this Agreement Without Cause for any reason deemed sufficient by
Employer.  In the event of termination Without Cause, Employer’s sole
liability to Employee shall be (i) continued payment of Employee’s Base Salary
for that period of time equal to one-half the number of months remaining in the
Term of this Agreement following the effective date of termination (which in no
event shall be greater than twelve months or less than three months), calculated
at the Base Salary rate in force on the effective date of termination, plus (ii)
a monthly amount equal to one twelfth of the cash bonus amount (specifically
excluding any special or one time bonus) that was paid to Employee under
Subparagraph 7(b) for the preceding annual bonus period for the same period
of time that the Base Salary payments are made under Section 

       

      
        
          
          

        

        
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      6(g)(i).  Both
the Base Salary and bonus amounts shall paid according to the usual payroll
schedule in force for all employees of Employer less deductions of all
applicable taxes and withholdings.  Employee shall not be entitled to
payment of continued Base Salary or bonus amount unless and until Employee first
executes a written release-severance agreement, prepared and presented by
Employer, that fully releases Employer, Affiliates, and their officers,
directors, agents and employees, from any and all claims or causes of action,
whether based upon statute, contract (including without limitation breach or
construction of this Agreement), or common law, that have arisen as of the date
of such execution, irrespective of whether Employee has knowledge of the
existence of such claim; and provides for the confidentiality of both the terms
of the release-severance agreement and the compensation paid.  In the
event Employee fails or refuses to execute such release-severance agreement,
Employer shall have no further obligation to Employee other than payment of all
accrued but unpaid Base Salary through the date Employee last performs services
for Employer and vacation pay accrued but unpaid and expenses incurred but not
reimbursed through the termination date; specifically, in such event, Employee
shall not be entitled to any benefits pursuant to any severance plan in effect
by Employer or any of its Affiliates.

      


      In the
event of a termination of this Agreement pursuant to the provisions of
Subsection 6(a), (b), (c), or (d), Employer shall not be required to make
any payments to Employee other than payment of Base Salary and vacation pay
accrued but unpaid and expenses incurred but not reimbursed through the
termination date; specifically, in such event, Employee shall not be entitled to
any benefits pursuant to any severance plan in effect by Employer or any of its
Affiliates.

      


      It is
expressly acknowledged and agreed that the decision as to whether “Cause” exists
for termination of the employment relationship by Employer is delegated to the
Employer’s President.  If Employee disagrees with the decision reached
by Employer’s President, any dispute as to the “Cause” determination will be
limited to whether Employer’s President reached his/her decision in good faith,
based upon facts reasonably believed by Employer’s President to be true, and not
for any arbitrary, capricious or illegal reason,.  This shall be the
standard applied by any fact finder, and Employee shall bear the burden to prove
that “Cause,” under this standard, did not exist.

      


      7.           COMPENSATION
TO EMPLOYEE.  For
and in complete consideration of Employee's full and faithful performance of
Employee’s duties under this Agreement, Employer hereby covenants and agrees to
pay to Employee, and Employee hereby covenants and agrees to accept from
Employer, the following items of compensation:

      


      (a)           Base
Salary.
  Employer hereby covenants and agrees to pay to Employee, and
Employee hereby covenants and agrees to accept from Employer, a base salary at
the rate of Four Hundred Thousand Dollars and No Cents ($400,000.00) per annum,
payable in such installments as shall be convenient to Employer (the “Base
Salary”).  Employee shall be subject to performance reviews and
the Base Salary may be increased but not decreased as a result of any such
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      Base
Salary shall be exclusive of and in addition to any other benefits which
Employer, in its sole discretion, may make available to Employee, including, but
not limited to, any discretionary bonus, profit sharing plan, pension plan,
retirement plan, disability or life insurance plan, medical and/or
hospitalization plan, or any and all other benefit plans which may be in effect
during the Term.

      


      (b)           Bonus
Compensation.  Employee will be
eligible to receive a bonus at such times and in such amounts as Employer in its
sole and exclusive discretion may determine.  Employer retains the
discretion to adopt, amend or terminate any bonus plan at any time.

      


      (c)           Employee
Benefit Plans. 
Employer hereby covenants and agrees that it shall include Employee, if
otherwise eligible, in any profit sharing plan, pension plan, retirement plan,
disability or life insurance plan, medical and/or hospitalization plan, and any
other benefit plan which may be placed in effect by Employer or any of its
Affiliates and generally available to Employer’s employees during the
Term.  All issues as to eligibility for specific benefits and payment
of benefits shall be as set forth in the applicable insurance policies or plan
documents. Nothing in this Agreement shall limit Employer’s or any of its
Affiliates’ ability to exercise the discretion provided to it under any employee
benefit plan, or to adopt, amend or terminate any benefit plan at any
time.

      


      (d)           Expense
Reimbursement.  During the Term
and provided the same are authorized in advance by Employer, Employer shall
either pay directly or reimburse Employee for Employee’s reasonable expenses
incurred for the benefit of Employer in accordance with Employer’s general
policy regarding expense reimbursement, as the same may be modified from time to
time.  Prior to such payment or reimbursement, Employee shall provide
Employer with sufficient detailed invoices of such expenses as may be required
by Employer’s policy.

      


      (e)           Vacations
and Holidays.  Commencing as of
the Effective Date of this Agreement, Employee shall be entitled to (i) four (4)
weeks paid vacation leave during each 12 month period of employment in
accordance with Employer’s standard policy, to be taken at such times as
selected by Employee and approved by Employer, and (ii) paid holidays (or,
at Employer’s option, an equivalent number of paid days off) in accordance with
Employer’s standard policy..

      


      (f)           
Withholdings.  All compensation
provided to Employee by Employer under this Section 7 shall be subject to
applicable withholdings for federal, state or local income or other taxes,
Social Security Tax, Medicare Tax, State Unemployment Insurance, State
Disability Insurance, charitable contributions and the like.

      


      With
respect to Employee employment with Worldwide Wynn, LLC (“WWW”) during 2009, Employer
covenants and agrees that Employee shall 

       

      
        
          
          

        

        
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      not be
required to pay any more income tax for his employment with WWW in Macau than he
would have been required to pay on the same amount of compensation had Employee
been employed by Employer in Las Vegas, Nevada, and Employer shall either pay,
or cause WWW to pay, any additional tax or “gross up” as much of Employee’s
compensation as may be necessary to enforce this covenant.

      


      (g)           Immigration
Assistance.  Employer agrees to reimburse Employee for up to
Twenty-Five Thousand Dollars ($25,000.00) in legal fees and expenses (including
airfare related expenses) incurred by Employee due to Employee’s spouse’s
immigration to the United States.

      


      (h)           Original
Hire Date.  Except as
specified in this Agreement, Employee's Original Hire Date shall be used for
determining benefits.

      


      8.           LICENSING
REQUIREMENTS.

      


      (a)           Employer
and Employee hereby covenant and agree that this Agreement and/or Employee’s
employment may be subject to the approval of one or more gaming regulatory
authorities (the “Authorities”) pursuant to the
provisions of the relevant gaming regulatory statutes (the “Gaming Acts”) and the
regulations promulgated thereunder (the “Gaming
Regulations”).  Employer and Employee hereby covenant and agree
to use their best efforts to obtain any and all approvals required by the Gaming
Acts and/or Gaming Regulations.  In the event that (i) an approval of
this Agreement or Employee’s employment by the Authorities is required for
Employee to carry out Employee’s duties and responsibilities set forth in
Section 3 of this Agreement, (ii) Employer and Employee have used their best
efforts to obtain such approval, and (iii) this Agreement or employee’s
employment is not so approved by the Authorities, then this Agreement shall
immediately terminate and shall be null and void, thus extinguishing any and all
obligations of Employer.

      


      (b)           If
applicable, Employer and Employee hereby covenant and agree that, in order for
Employee to discharge the duties required under this Agreement, Employee must
apply for or hold a license, registration, permit or other approval (the “License”) as issued by the
Authorities pursuant to the terms of the relevant Gaming Act and as otherwise
required by this Agreement.  In the event Employee fails to apply for
and secure, or the Authorities refuse to issue or renew Employee’s License,
Employee, at Employer’s sole cost and expense, shall promptly defend such action
and shall take such reasonable steps as may be required to either remove the
objections or secure or reinstate the Authorities’ approval,
respectively.  The foregoing notwithstanding, if the source of the
objections or the Authorities’ refusal to renew or maintain Employee’s License
arise as a result of any of the events described in Subsection 1(c) of this
Agreement, then Employer’s obligations under this Section 8 also shall not
be operative and Employee shall promptly reimburse Employer upon demand for any
expenses incurred by Employer pursuant to this Section 8.

      


      
        
          
          

        

        
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      (c)           Employer
and Employee hereby covenant and agree that the provisions of this
Section 8 shall apply in the event Employee’s duties require that Employee
also be licensed by governmental agencies other than the
Authorities.

      


      
        
          	
                          9.

                	
                  CONFIDENTIALITY.

                


        

      

      


      (a)           Employee hereby warrants,
covenants and agrees that Employee
shall not directly or indirectly use or disclose any Confidential Information,
Trade Secrets, or Works of Authorship, whether in written, verbal, electronic,
or model form, at any time or in any manner, except as required in the conduct
of Employer’s business or as expressly authorized by Employer in
writing.   Employee shall take all necessary and available
precautions to protect against the unauthorized disclosure of Confidential
Information, Trade Secrets, or Works of Authorship.  Employee
acknowledges and agrees that such Confidential Information, Trade Secrets, or
Works of Authorship are the sole and exclusive property of Employer or its
Affiliate.

      


      (b)           Employee shall not remove from
Employer’s premises any Confidential Information, Trade Secrets, Works of
Authorship, or any other documents pertaining to Employer’s or its Affiliate’s
business, unless expressly authorized by Employer in writing. Furthermore,
Employee specifically covenants and agrees not to make any duplicates, copies,
or reconstructions of such materials and that, if any such duplicates, copies,
or reconstructions are made, they shall become the property of Employer or its
Affiliate upon their creation.

      


      (c)           Upon termination of Employee’s
employment with Employer for any reason, Employee shall turn over to Employer
the originals and all copies of any and all papers, documents and things,
including information stored for use in or with computers and software, all
files, Rolodex cards, phone books, notes, price lists, customer contracts, bids,
customer lists, notebooks, books, memoranda, drawings, computer disks or drives,
or other documents: (i) made, compiled by, or delivered to Employee
concerning any customer served by Employer or its Affiliate or any product,
apparatus, or process manufactured, used, developed or investigated by Employer;
(ii) containing any Confidential Information, Trade Secret or Work of
Authorship; or (iii) otherwise relating to Employee’s performance of duties
under this Agreement.  Employee further acknowledges and agrees that
all such documents are the sole and exclusive property of Employer or its
Affiliate.

      


      (d)           Employee
hereby warrants, covenants and agrees that Employee shall not disclose to
Employer, or any Affiliate, officer, director, employee or agent of Employer,
any proprietary or confidential information or property, including but not
limited to any trade secret, formula, pattern, compilation, program, device,
method, technique or process, which 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      Employee
is prohibited by contract, or otherwise, to disclose to Employer (the “Restricted
Information”).  In the event Employer requests Restricted
Information from Employee, Employee shall advise Employer that the information
requested is Restricted Information and may not be disclosed by
Employee.

      


      (e)           The obligations of this Section 9 are
continuing and shall survive the termination of Employee’s employment with
Employer for any reason.

      


      10.       RESTRICTIVE COVENANT/NO
SOLICITATION.

      


      (a)           Employee
hereby covenants and agrees that during the Term, or for such period as Employer
continues to employ or compensate Employee, whichever is longer, Employee shall
not, directly or indirectly, either as a principal, agent, employee, employer,
consultant, partner, member of a limited liability company, shareholder of a
closely held corporation, or shareholder in excess of two percent (2%) of a
publicly traded corporation, corporate officer or director, manager, or in any
other individual or representative capacity, engage or otherwise participate in
any manner or fashion in any business that is in competition in any manner
whatsoever with the principal business activity of Employer or its Affiliates,
in or about any market in which Employer or its Affiliates currently operate or
have announced, publicly or otherwise, a plan to have hotel or gaming
operations.

      


      (b)           Employee
hereby further covenants and agrees that, during the Term and for a period of
one (1) year following the expiration of the Term, Employee shall not, directly
or indirectly, solicit or attempt to solicit for employment any management level
employee of Employer or its Affiliates with or on behalf of any business that is
in competition in any manner whatsoever with the principal business activity of
Employer or its Affiliates, in or about any market in which Employer or its
Affiliates operate have publicly announced, publicly or otherwise, a plan to
have hotel or gaming operations.

      


      (c)           Employee
hereby further covenants and agrees that the restrictive covenants contained in
this Section 10 are reasonable as to duration, terms and geographical area
and that they protect the legitimate interests of Employer, impose no undue
hardship on Employee, and are not injurious to the public. In the event that any
of the restrictions and limitations contained in this Section 10 are deemed to
exceed the time, geographic or other limitations permitted by Nevada law, the
parties agree that a court of competent jurisdiction shall revise any offending
provisions so as to bring this Section 10 within the maximum time, geographical
or other limitations permitted by Nevada law.

      


      11.       REMEDIES.  Employee
acknowledges that Employer has and will continue to deliver, provide and expose
Employee to certain knowledge, information, practices, and procedures possessed
or developed by or for Employer at a considerable 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      investment
of time and expense, which are protected as confidential and which are essential
for carrying out Employer’s business in a highly competitive
market.  Employee also acknowledges that Employee will be exposed to
Confidential Information, Trade Secrets, Works of Authorship, inventions and
business relationships possessed or developed by or for Employer or its
Affiliates, and that Employer or its Affiliates would be irreparably harmed if
Employee were to improperly use or disclose such items to competitors, potential
competitors or other parties. Employee further acknowledges that the protection
of Employer’s and its Affiliates’ customers and businesses is essential, and
understands and agrees that Employer’s and its Affiliates’ relationships with
its customers and its employees are special and unique and have required a
considerable investment of time and funds to develop, and that any loss of or
damage to any such relationship will result in irreparable
harm.  Consequently, Employee covenants and agrees that any violation by Employee of Section 9 or
10 shall entitle Employer to immediate injunctive relief in a court of competent
jurisdiction.  Employee further agrees that no cause of action for
recovery of materials or for breach of any of Employee’s representations,
warranties or covenants shall accrue until Employer or its Affiliate has actual
notice of such breach.

      


      12.       BEST
EVIDENCE.  This Agreement shall
be executed in original and “Xerox” or photostatic copies and each copy bearing
original signatures in ink shall be deemed an original.

      


      13.       SUCCESSION.  This
Agreement shall be binding upon and inure to the benefit of Employer and
Employee and their respective successors and assigns.

      


      14.       ASSIGNMENT.  Employee
shall not assign this Agreement or delegate Employee’s duties hereunder without
the express written prior consent of Employer thereto.  Any purported
assignment by Employee in violation of this Section 14 shall be null and
void and of no force or effect.  Employer shall have the right to
assign this Agreement freely, including without limitation Employee’s
obligations under Section 10, and Employee hereby acknowledges receipt of
consideration in exchange for Employee’s consent to the assignability of
Employee’s obligations under Section 10 that is additional to and separate from
the consideration provided to Employee exchange for the other covenants in this
Agreement.

      


      15.       AMENDMENT
OR MODIFICATION.  This Agreement may not
be amended, modified, changed or altered except by a writing signed by both
Employer and Employee.

      


      16.       GOVERNING
LAW.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada, without regard to conflict of laws principles.

      


      17.       NOTICES.  Any
and all notices required under this Agreement shall be in writing and shall be
either hand-delivered or mailed, certified mail, return receipt requested,
addressed to:

      


      
        
          
            
              	 
      	
                      TO
      EMPLOYER:

                    	
                      Wynn
      Las Vegas, LLC

                    
	 
      	 
      	
                      3131
      Las Vegas Boulevard South

                    
	 
      	 
      	
                      Las
      Vegas, Nevada 89109

                    
	 
      	 
      	
                      Attn:
      Legal Department

                    
	 
      	 
      	 
      


            

          

        

      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
              	 
      	 
      
	 
      	
                TO
      EMPLOYEE:

              	
                Scott
      Peterson

              
	 
      	 
      	
                [intentionally
      omitted]

              
	 
      	 
      	
                      
                  [intentionally
      omitted]

                

              




      All
notices hand-delivered shall be deemed delivered as of the date actually
delivered.  All notices mailed shall be deemed delivered as of three
(3) business days after the date postmarked.  Any changes in any of
the addresses listed herein shall be made by notice as provided in this
Section 17.

      


      18.       INTERPRETATION.  The preamble recitals
to this Agreement are incorporated into and made a part of this Agreement;
titles of paragraphs are for convenience only and are not to be considered a
part of this Agreement.

      


      19.       SEVERABILITY.  In
the event any one or more provisions of this Agreement is declared judicially
void or otherwise unenforceable, the remainder of this Agreement shall survive
and such provision(s) shall be deemed modified or amended so as to fulfill the
intent of the parties hereto.

      


      20.       WAIVER.  None of the terms of
this Agreement, or any term, right or remedy hereunder, shall be deemed waived
unless such waiver is in writing and signed by the party to be charged therewith
and in no event by reason of any failure to assert or delay in asserting any
such term, right or remedy or similar term, right or remedy
hereunder.

      


      21.       DISPUTE
RESOLUTION.  Except for a claim by either Employee or Employer
for injunctive relief where such would be otherwise authorized by law to enforce
Sections 9, 10 and/or 11 of this Agreement, any controversy or claim arising out
of or relating to this Agreement, the breach hereof, or Employee's employment by
Employer, including without limitation any claim involving the interpretation or
application of this Agreement, or claims for wrongful termination,
discrimination, or other claims based upon statutory or common law, shall be
submitted to binding arbitration in accordance with the employment arbitration
rules then in effect of the American Arbitration (“AAA”), to the extent not
inconsistent with this Section as set forth below.  This Section 21
applies to any claim Employee might have against any officer, director,
employee, or agent of Employer or its Affiliate, and all successors and assigns
of any of them. These arbitration provisions shall survive the termination of
Employee’s employment with Employer and the expiration of the
Agreement.

      


      (a)           Coverage
of Arbitration Agreement:   The promises by Employer and Employee
to arbitrate differences, rather than litigate them before courts or other
bodies, provide consideration for each other, in addition to other consideration
provided under the Agreement.  The parties contemplate by this Section
21 arbitration of all clams against each of them to the fullest extent permitted
by law except as specifically excluded by this Agreement.  Only claims
that are justiciable or arguably justiciable under applicable federal, state or
local law are covered by this Section, and include, without limitation, any and
all alleged violations of any federal, state or local law whether common law,
statutory, arising under regulation or 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      ordinance,
or any other law, brought by any current or former employee.  Such
claims may include, but are not limited to, claims for: wages or other
compensation; breach of contract; torts; work-related injury claims not covered
under workers’ compensation laws; wrongful discharge; and any and all unlawful
employment discrimination and/or harassment claims.  This Section 21
excludes claims under state workers’ compensation or unemployment compensation
statutes; claims pertaining to any of Employer’s employee welfare, insurance,
benefit, and pension plans, with respect to which are applicable the filing and
appeal procedures of such plans shall apply to any denial of benefits; and
claims for injunctive or equitable relief for violations of non-competition
and/or confidentiality agreements in Sections 9, 10 and 11.

      


      (b)           Waiver
of Rights to Pursue Claims in Court and to Jury Trial: This Section 21 does not
in any manner waive any rights or remedies available under applicable statutes
or common law, but does waive Employer’s and Employee's rights to pursue those
rights and remedies in a judicial forum and waive any right to trial by jury of
any claims covered by this Section 21(a).  By signing this Agreement,
the parties voluntarily agree to arbitrate any covered claims against each
other.  In the event of any administrative or judicial action by any
agency or third party to adjudicate, on behalf of Employee, a claim subject to
arbitration, Employee hereby waives the right to participate in any monetary or
other recovery obtained by such agency or third party in any such action, and
Employee's sole remedy with respect to any such claim will be any award decreed
by an arbitrator pursuant to the provisions of this Agreement.

      


      (c)           Initiation
of Arbitration:  To commence arbitration of a claim subject to this
Section 21, the aggrieved party must, within the time frame provided in Section
21(d) below, make written demand for arbitration and provide written notice of
that demand to the other party. If a claim is brought by Employee against
Employer, such notice shall be given to Employer’s Legal
Department.  Such written notice must identify and describe the nature
of the claim, the supporting facts, and the relief or remedy
sought.  In the event that either party files an action in any court
to pursue any of the claims covered by this Section 21, the complaint, petition
or other initial pleading commencing such court action shall be considered the
demand for arbitration.  In such event, the other party may move that
court to compel arbitration.

      


      (d)           Time
Limit to Initiate Arbitration: To ensure timely resolution of disputes, Employee
and Employer must initiate arbitration within the statute of limitations
(deadline for filing) provided by applicable law pertaining to the claim, or one
year, whichever is shorter, except that the statute of limitations imposed by
relevant law will solely apply in circumstances where such statute of
limitations cannot legally be shortened by private agreement. The failure to
initiate arbitration within this time limit will bar any such
claim.  The parties understand that Employer and Employee are waiving
any longer statutes of limitations 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      that
would otherwise apply, and any aggrieved party is encouraged to give written
notice of any claim as soon as possible after the event(s) in dispute so that
arbitration of any differences may take place promptly.

      


      (e)           Arbitrator
Selection:  The parties contemplate that, except as specifically set
forth in this Section 21, selection of one (1) arbitrator shall take place
pursuant to the then-current rules of the AAA applicable to employment
disputes.  The arbitrator must be either a retired judge or an
attorney experienced in employment law. The parties will select one arbitrator
from among a list of qualified neutral arbitrators provided by
AAA.  If the parties are unable to agree on the arbitrator, the
parties will select an arbitrator by alternatively striking names from a list of
qualified arbitrators provided by AAA.  AAA will flip a coin to
determine which party has the final strike (that is, when the list has been
narrowed by striking to two arbitrators). The remaining named arbitrator will be
selected.

      


      (f)           Arbitration
Rights and Procedures:  Employee may be represented by an attorney of
his/her choice at his/her own expense.  Any arbitration hearing or
proceeding will take place in private, not open to the public, in Clark County,
Nevada.  The arbitrator shall apply the substantive law (and the law
of remedies, if applicable) of Nevada (without regard to its choice of law
provisions) and/or federal law when applicable. The arbitrator is without power
or jurisdiction to apply any different substantive law or law of remedies or to
modify any term or condition of this Agreement.  The arbitrator will
have no power or authority to award non-economic damages or punitive damages
except where such relief is specifically authorized by an applicable federal,
state or local statute or ordinance, or common law.  In such a
situation, the arbitrator shall specify in the award the specific statute or
other basis under which such relief is granted.    The
applicable law with respect to privilege, including attorney-client privilege,
work product, and offers to compromise must be followed.   The
parties will have the right to conduct reasonable discovery, including written
and oral (deposition) discovery and to subpoena and/or request copies of
records, documents and other relevant discoverable information consistent with
the procedural rules of AAA.  The arbitrator will decide disputes
regarding the scope of discovery and will have authority to regulate the conduct
of any hearing.  The arbitrator will have the right to entertain a
motion or request to dismiss, for summary judgment, or for other summary
disposition.   The parties will exchange witness lists at least
30 days prior to the hearing.  The arbitrator will have subpoena power
so that either Employee or Employer may summon witnesses.  The
arbitrator will use the Federal Rules of Evidence in connection with the
admission of all evidence at the hearing.  Both parties shall have the
right to file post-hearing briefs.  Any party, at its own expense, may
arrange for and pay the cost of a court reporter to provide a stenographic
record of the proceedings.

      


      (g)           Arbitrator’s
Award: The arbitrator will issue a written decision containing the specific
issues raised by the parties, the specific findings of 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      fact,
and the specific conclusions of law.  The award will be rendered
promptly, typically within 30 days after conclusion of the arbitration hearing,
or after the submission of post-hearing briefs if requested.  The
arbitrator shall have no power or authority to award any relief or remedy in
excess of what a court could grant under applicable law.  The
arbitrator’s decision shall be final and binding on both
parties.  Judgment upon an award rendered by the arbitrator may be
entered in any court having competent jurisdiction.

      


      (h)           Fees
and Expenses:  Unless the law requires otherwise for a particular
claim or claims, the party demanding arbitration bears the responsibility for
payment of the fee to file with AAA and the fees and expenses of the arbitrator
shall be allocated by the AAA under its rules and procedures. Employee and
Employer shall each pay his/her/its own expenses for presentation of their
cases, including but not limited to attorney’s fees, costs, and fees for
witnesses, photocopying and other preparation expenses.  If any party
prevails on a statutory claim that affords the prevailing party attorney’s fees
and costs, the arbitrator may award reasonable attorney’s fees and/or costs to
the prevailing party, applying the same standards a court would apply under the
law applicable to the claim.

      


      22.       PAROL.  This Agreement
constitutes the entire agreement between Employer and Employee, and supersedes
any prior understandings, agreements, undertakings or severance policies or
plans by and between Employer or its Affiliates, on the one side, and Employee,
on the other side, with respect to its subject matter or Employee’s employment
with Employer or its Affiliates.   As of the Effective Date, this
Agreement supersedes and replaces any and all prior employment agreements
(including, but not limited to, any prior Employment Agreement), change in
control agreements and severance plans or agreements, whether written or oral,
by and between Employee, on the one side, and Employer or any of Employer’s
Affiliates, on the other side, or under which Employee is a
participant.  From and after the Effective Date, Employee shall be
employed by Employer under the terms and pursuant to the conditions set forth in
this Agreement.

      


      23.       SECTION 409A
PROVISION.  Notwithstanding any provision of the Agreement to
the contrary, if, at the time of Employee’s termination of employment with the
Employer, he or she is a “specified employee” as defined in Section 409A of the
Internal Revenue Code (the “Code”), and one or more of the
payments or benefits received or to be received by Employee pursuant to the
Agreement would constitute deferred compensation subject to Section 409A, no
such payment or benefit will be provided under the Agreement until the earlier
of:  (a) the date that is six (6) months following Employee’s
termination of employment with the Employer or (b) the Employee’s
death.  The provisions of this Section shall only apply to the extent
required to avoid Employee’s incurrence of any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance promulgated
thereunder.  In addition, if any provision of the Agreement would
cause Employee to incur any penalty tax or interest under Section 409A of the
Code or any regulations or Treasury guidance promulgated thereunder, the
Employer may reform such provision to maintain the 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      maximum
extent practicable the original intent of the applicable provision without
violating the provisions of Section 409A of the Code.

      


      24.       REVIEW BY PARTIES
AND THEIR LEGAL COUNSEL. The parties represent
that they have read this Agreement and acknowledge that they have discussed its
contents with their respective legal counsel or have been afforded the
opportunity to avail themselves of the opportunity to the extent they each
wished to do so.

      


      IN WITNESS
WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto
have executed and delivered this Agreement as of the year and date first above
written.

      


      
        
          	
                   

                	 
      	
                   

                
	 	
                  WYNN
      LAS VEGAS, LLC

                	 	
                  EMPLOYEE

                
	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Andrew Pascal

                	 
      	
                  /s/
      Scott Peterson

                
	 
      	
                  Andrew
      Pascal, President

                	 
      	
                  Scott
      Peterson

                


        

      

      


      


      


      


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      


      ____________________________________________

      


      EMPLOYMENT
AGREEMENT

      (“Agreement”)

      


      - by
and between -

      


      WYNN
LAS VEGAS, LLC

      (“Employer”)

      


      - and
-

      


      SCOTT
PETERSON

       (“Employee”)

      ____________________________________________

      


      DATED:                      as
of May 5, 2009

      ____________________________________________

      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      EXHIBIT
A

      


      TERMINATION
AGREEMENT

      


      This
Termination Agreement (“Termination Agreement”) is
made and entered into as of the 5th day of May 2009, by and between Scott
Peterson (“Employee”)
and Worldwide Wynn, LLC (“WWW”).

      


      WHEREAS, Employee has entered
into that certain Employment Agreement dated as of June 27, 2005, as amended
(the “Prior Employment
Agreement”) with WWW; and

      


      WHEREAS, Employee has agreed
to enter into an employment agreement with Wynn Las Vegas, LLC (the “WLV Employment Agreement”)
subject to and concurrent with the termination of the Prior Employment
Agreement; and

      


      WHEREAS, Employee and WWW have
agreed to terminate the Prior Employment Agreement concurrent with the
effectiveness of the Macau Employment Agreement.

      


      NOW,
THEREFORE, for and in consideration of the foregoing recitals, and in
consideration of the mutual covenants, agreements, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, WLV and Employee do hereby covenant and agree as
follows:

      


      
        	
                1.

              	
                TERMINATION OF
      AGREEMENT.  Employee and WLV agree that the Prior
      Employment Agreement shall terminated and be of no further force or effect
      concurrent with the effectiveness of the WLV Employment Agreement which is
      scheduled to be come effective as of April 20,
  2009.

              


      

      


      IN WITNESS
WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto
have executed and delivered this Agreement as of the year and date first above
written.

      


      
        
          
            
              
                
                  	
                          WORLDWIDE
      WYNN, LLC

                        	 
      	
                          EMPLOYEE

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          By:

                        	 
      	 
      	 
      
	 
      	
                          MARC
      D. SCHORR

                        	 
      	
                          SCOTT
      PETERSON

                        
	 	President	 	 


                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
B

      


      Indemnification and Gross-Up
for Excise Taxes

      


      (a)           Employer
shall indemnify and hold Employee harmless from and against any and all
liabilities, costs and expenses (including, without limitation, attorney's fees
and costs) which Employee may incur as a result of the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar
provision of state or local income tax law (the "Excise Tax"), to the end that
Employee shall be placed in the same tax position with respect to the Severance
Payment under Employee’s Employment Agreement and all other payments from
Employer to Employee in the nature of compensation as Employee would have been
in if the Excise Tax had never been enacted.  In furtherance of such
indemnification, Employer shall pay to Employee a payment (the "Gross-Up Payment") in an
amount such that, after payment by Employee of all taxes, including income taxes
and the Excise Tax imposed on the Gross-Up Payment and any interest or penalties
(other than interest and penalties imposed by reason of Employee’s failure to
file timely tax returns or to pay taxes shown due on such returns and any tax
liability, including interest and penalties, unrelated to the Excise Tax or the
Gross-Up Amount), Employee shall be placed in the same tax position with respect
to the Severance Payment under this Plan and all other payments from Employer to
Employee in the nature of compensation as Employee would have been in if the
Excise Tax had never been enacted.  When Employer pays Employee’s
Severance Payment, it shall also pay to Employee a Gross-Up Payment for the
Severance Payment and any other payments in the nature of compensation that
Employer determines are "excess parachute payments" under Section 280G(b)(1) of
the Code ("Excess Parachute
Payments").  If, through a determination of the Internal
Revenue Service or any state or local taxing authority (a "Taxing Authority"), or a
judgment of any court, Employee becomes liable for an amount of Excise Tax not
covered by the Gross-Up Payment payable pursuant to the preceding sentence,
Employer shall pay Employee an additional Gross-Up Payment to make Employee
whole for such additional Excise Tax; provided, however, that, pursuant to
paragraph (c), Employer shall have the right to require Employee to protest,
contest, or appeal any such determination or judgment.  For purposes
of this Exhibit B, any amount that Employer is required to withhold under
Sections 3402 or 4999 of the Code or under any other provision of law shall be
deemed to have been paid to Employee.

       

      (b)           Upon
payment to Employee of a Gross-Up Payment, Employer shall provide Employee with
a written statement showing Employer's computation of such Gross-Up Payment and
the Excess Parachute Payments and Excise Tax to which it relates, and setting
forth Employer's determination of the amount of gross income Employee is
required to recognize as a result of such payments and Employee’s liability for
the Excise Tax.  Employee shall cause his or her federal, state, and
local income tax returns for the period in which Employee receive such Gross-Up
Payment to be prepared and filed in accordance with such statement, and, upon
such filing, Employee shall certify in writing to Employer that such returns
have been so prepared and filed.  Notwithstanding the provisions of
paragraph (a), Employer shall not be obligated to indemnify Employee from and
against any tax liability, cost or expense (including, without limitation, any
liability for the Excise Tax or attorney's fees or costs) to the extent


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      such
tax liability, cost or expense is attributable to your failure to comply with
the provisions of this paragraph (b).

       

      (c)           If
any controversy arises between Employee and a Taxing Authority with respect to
the treatment on any return of the Gross-Up Amount, or of any payment Employee
receives from Employer as an Excess Parachute Payment, or with respect to any
return which a Taxing Authority asserts should show an Excess Parachute Payment,
including, without limitation, any audit, protest to an appeals authority of a
Taxing Authority or litigation (a "Controversy"), Employer shall
have the right to participate with Employee in the handling of such
Controversy.  Employer shall have the right, solely with respect to a
Controversy, to direct Employee to protest or contest any proposed adjustment or
deficiency, initiate an appeals procedure within any Taxing Authority, commence
any judicial proceeding, make any settlement agreement, or file a claim for
refund of tax, and Employee shall not take any of such steps without the prior
written approval of Employer, which Employer shall not unreasonably
withhold.  If Employer so elects, Employee shall be represented in any
Controversy by attorneys, accountants, and other advisors selected by Employer,
and Employer shall pay the fees, costs and expenses of such attorneys,
accountants, or advisors, and any tax liability Employee may incur as a result
of such payment.  Employee shall promptly notify Employer of any
communication with a Taxing Authority, and Employee shall promptly furnish to
Employer copies of any written correspondence, notices, or documents received
from a Taxing Authority relating to a Controversy. Employee shall cooperate
fully with Employer in the handling of any Controversy by furnishing Employer
any information or documentation relating to or bearing upon the Controversy;
provided, however, that
Employee shall not be obligated to furnish to Employer copies of any portion of
his or her tax returns which do not bear upon, and are not affected by, the
Controversy.

       

      (d)           Employee
shall pay over to Employer, within ten (10) days after receipt thereof, any
refund Employee receive from any Taxing Authority of all or any portion of the
Gross-Up Payment or the Excise Tax, together with any interest Employee receive
from such Taxing Authority on such refund.  For purposes of this
paragraph (d), a reduction in Employee’s tax liability attributable to the
previous payment of the Gross-Up Amount or the Excise Tax shall be deemed to be
a refund.  If Employee would have received a refund of all or any
portion of the Gross-Up Payment or the Excise Tax, except that a Taxing
Authority offset the amount of such refund against other tax liabilities,
interest, or penalties, Employee shall pay the amount of such offset over to
Employer, together with the amount of interest Employee would have received from
the Taxing Authority if such offset had been an actual refund, within ten (10)
days after receipt of notice from the Taxing Authority of such
offset.