Employment Agreement--Michael C. Garrity



 Exhibit 10.18 
 EMPLOYMENT AGREEMENT 
 This EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into as of this 13th day of May, 2011 by and between Michael C. Garrity (the “Executive”) and Revel AC, Inc., a Delaware corporation (“AC, Inc.”), Revel AC, LLC, a Delaware limited liability
company which is managed by its sole member, AC, Inc. (“AC, LLC”), Revel Entertainment Group, LLC, a New Jersey limited liability company which is managed by its sole member AC, LLC (the “Company”), Revel Atlantic
City, LLC, a New Jersey limited liability company which is managed by its sole member, AC, LLC (“Revel Atlantic City”), and NB Acquisition, LLC, a New Jersey limited liability company which is managed by its sole member, the Company
(“NB”). As used herein, AC, Inc., AC, LLC, Revel Atlantic City and NB are collectively referred to as the “Guarantors”, and AC, Inc., AC, LLC, the Company, Revel Atlantic City and NB are collectively referred to
herein as the “Revel Entities.” 
 WHEREAS, the Company desires to engage the services of the Executive and the
Executive desires to serve as an employee of the Company, as a member of the Board of Directors of AC, Inc. and as an officer of each of the Revel Entities on the terms and conditions of this Agreement. 

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. Employment Period. The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, in
accordance with the terms, conditions and provisions of this Agreement, for the period (such period, the “Employment Term”) commencing as soon as practicable after the execution of this Agreement by all parties (consistent with any
existing notice obligations of the Executive to his current employer) (the “Commencement Date”) and ending on the five-year anniversary of the actual Commencement Date (the “Initial Termination Date”). Commencing on
the Initial Termination Date and on the last day of the last month of each two-year anniversary thereof (such Initial Termination Date and each such bi-annual subsequent date, each an “Automatic Extension Date”), the Employment Term
shall automatically be extended for an additional two years, unless either the Company or the Executive shall have delivered written notice of non-renewal by 11:59 PM (prevailing eastern time) on the date which is six (6) months prior to an
Automatic Extension Date in which case the Employment Term shall terminate on such Automatic Extension Date. 
 2. Position,
Duties and Responsibilities. 
 2.1. Company. The Executive shall serve as Chief Investment Officer of the Company.
As Chief Investment Officer, the Executive shall report to the Company’s Chief Executive Officer. The Executive’s responsibilities shall include strategic development, capital markets and corporate finance. In addition to acting as Chief
Investment Officer, the Executive will also be available to assist Revel Group, LLC, including in Revel Group, LLC’s efforts to further develop and promote the Revel name and concept and shall have the appropriate authority, duties and
responsibilities attendant to his position as Chief Investment Officer of the Company. 







 2.2. Additional Positions. The Executive shall, without any additional compensation,
serve as a Chief Investment Officer and member of the Board of Directors of AC, Inc. and Chief Investment Officer of AC, LLC, Revel Atlantic City and NB. 
 3. Compensation. 
 3.1. Base Salary. The Company shall pay the
Executive an annual base salary (“Base Salary”), commencing on the Commencement Date, of Seven Hundred Thousand Dollars ($700,000), payable in installments in accordance with the Company’s customary payroll practice but not
less than monthly. The Company shall review the Executive’s performance and Base Salary no less often than annually within thirty (30) days of each anniversary of the Commencement Date and may, in its sole discretion, adjust the
Executive’s salary rate. Any such adjusted salary shall be and become the “Base Salary” for purposes of this Agreement. Base Salary shall not be reduced at any time (including after any increase) below the initial Base Salary (i.e.,
not below $700,000 per annum). 
 3.2. Annual Bonus. 

(a) During the 2011 calendar year, the Executive shall be eligible for an annual cash bonus (“Annual
Bonus”) in respect of each complete calendar year of the Company (or, for the last year of the Employment Term, a pro rata Annual Bonus based on the ratio that the number of days of such calendar year during the Employment Term bears to
365) with a target level of not less than 110% of Base Salary (“Target Bonus Opportunity”), or such greater amount as determined by the Board. The Annual Bonus for the 2011 calendar year shall be determined and communicated to the
Executive no later than sixty (60) days following the end of the 2011 calendar year and shall be payable promptly thereafter. 
 (b) Commencing with the 2012 calendar year, each Annual Bonus shall be subject to the achievement of objective performance targets as determined by the Company’s Chief Executive Officer (or, if
previously appointed, a designated committee of the Company’s Board), reasonably and in good faith, and no later than ninety (90) days after the beginning of the calendar year to which such Annual Bonus relates. Each Annual Bonus, if
earned, shall be payable promptly following a determination by the Chief Executive Officer (or, if previously appointed, a designated committee of the Company’s Board) that the applicable performance objectives have been satisfied, which
determination shall be made and communicated to the Executive no later than sixty (60) days following the end of the calendar year to which such Annual Bonus relates. 
 3.3. Expenses. In addition to Base Salary and Annual Bonus, on the Commencement Date, the Executive will be entitled to reimbursement for his reasonable legal and other expenses incurred in
negotiating the terms of this Agreement. 
 3.4 Options/Interests/Other Rights. 

(a) In consideration of the Executive’s employment by the Company, at a date on or prior to December 31, 2011,
the Executive will be granted a combination of (i) options to purchase 5,900,000 shares of Common Stock of AC, Inc. (collectively, the “Options”) at an exercise price equal to the fair market value of such shares on the date


  
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the Options are granted, such Options: (A) to be granted pursuant to a newly established stock incentive plan (the “AC, Inc. Equity Compensation Plan”), (B) to provide
for one-year cliff vesting of such Options (with full immediate vesting upon a termination of Executive’s employment by the Company without Cause (as defined below) or upon the Executive’s termination of employment for Good Reason (as
defined below)), (C) to be exercisable for a period of ten years from the date of grant (except in the event that the Executive’s employment is terminated for Cause or the Executive voluntarily terminates his Employment without Good
Reason, in which case such period shall be not more than one year from the date of such termination and in no event more than ten years from the date of grant) and (D) to be fully exercisable upon the death or Disability (as defined below) of
the Executive, and (ii) a profits interest in Revel Group, LLC (the terms and conditions of which will be set forth in the Amended and Restated Limited Liability Company Agreement of Revel Group, LLC (the “Operating
Agreement”)), which will entitle the Executive to a share of the profits of Revel Group, LLC in the percentages set forth on Exhibit A attached hereto (the “Profits Interest Percentage”). The Operating Agreement will
provide that if Revel Group, LLC is offered the opportunity to acquire additional shares of Common Stock of AC, Inc. through the exercise of the preemptive rights granted to Revel Group, LLC pursuant to that certain Securityholders Agreement, dated
as of February 17, 2011, by and among AC, Inc., Revel Group, LLC and the other parties therein named (the “Securityholders Agreement”), Revel Group, LLC will provide the Executive with the right to make a capital contribution
to Revel Group, LLC in order to enable Revel Group, LLC to purchase an additional number of shares of Common Stock of AC, Inc. equal to the aggregate number of shares of Common Stock of AC, Inc. being offered to Revel Group, LLC multiplied by the
Executive’s Profits Interest Percentage. The Executive may also acquire the right to exercise direct preemptive rights to acquire additional shares of Common Stock of AC, Inc. following the Executive’s exercise of any Options and the
Executive’s execution of a Joinder Agreement making him a party to the Securityholders Agreement. For the avoidance of doubt, the Executive will not have any direct preemptive rights with respect to the shares of Common Stock of AC, Inc. unless
and until the Executive becomes a party to the Securityholders Agreement. 
 (b) The Company will establish a
cash pool to be paid to the Executive upon the consummation of a “Change of Control” (as defined in the Revel Entities’ Indenture with U.S. Bank National Association as Trustee dated February 17, 2011) (the “Adjustment
Pool”), subject to satisfaction of the vesting requirements set forth herein and governed by a written plan adopted by the Board (the “Cash Adjustment Plan”). An illustration of the amounts to be paid to the Executive
pursuant to the Cash Adjustment Plan are as set forth on Exhibit A attached hereto and will be more fully described in the Adjustment Plan (the “Adjustment Amount”). The Executive’s right to receive the Adjustment Amount
will vest one year after the date hereof, subject to Executive being employed on such date by the Company, with earlier full immediate vesting in the event of a termination of Executive’s employment by the Company without Cause (as defined
below), the Executive’s termination of employment for Good Reason (as defined below) or the death or Disability (as defined below) of the Executive. Subject to Section 3(c) below, once vested, the Adjustment Amount will be payable whether
or not the Executive remains employed by the Company and upon the death of the Executive will be payable to the Executive’s heirs. 

  
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 (c) The Company will also reserve a sufficient number of shares of stock of
AC, Inc. to be issued to the Executive, at the election of the Executive, upon the consummation of the initial public offering of AC, Inc. (the “IPO”), if as of such time a “Change of Control” (as defined in the Revel
Entities’ Indenture with U.S. Bank National Association as Trustee dated February 17, 2011) has not occurred between the date hereof and date the IPO is consummated subject to satisfaction of the vesting requirements set forth herein and
governed by a written plan adopted by the Board (the “Share Adjustment Plan”). An illustration of the aggregate number of shares to be issued to the Executive pursuant to the Share Adjustment Plan are as set forth on Exhibit
A attached hereto and will be more fully described in the Share Adjustment Plan (all such shares to be issued, the “Adjustment Shares”). Any Adjustment Shares will be valued at the price ascribed to such shares in the initial
public offering and the valuation of AC, Inc. for purposes of calculating the aggregate number of Adjustment Shares to be issued to the Executive under the Share Adjustment Plan shall be equal to the valuation ascribed to AC, Inc. pursuant to its
IPO, The Executive’s right to receive the Adjustment Shares will vest one year after the date hereof, subject to Executive being employed on such date by the Company, with earlier full immediate vesting in the event of a termination of
Executive’s employment by the Company without Cause (as defined below), the Executive’s termination of employment for Good Reason (as defined below) or the death or Disability (as defined below) of the Executive. Once vested, the Executive
may elect to receive the Adjustment Shares upon the consummation of the IPO in accordance with the terms of the Share Adjustment Plan whether or not the Executive remains employed by the Company and upon the death of the Executive the election to
receive the Adjustment Shares will be made by the Executive’s heirs. If the Executive (or his heirs) elect to receive the Adjustment Shares pursuant to the Share Adjustment Plan, upon receipt of such Adjustment Shares the Executive will
thereafter forever forfeit his right to receive any amounts pursuant to the Cash Adjustment Plan. 
 (d) In the
event that AC, Inc. elects to pay any dividend on shares of its Common Stock, and as of the record date for the payment of such dividend the Executive has then outstanding but unexercised Options that are then exercisable by the Executive, the
Executive shall be entitled to receive from the aggregate amount set aside for the payment of such dividends a cash amount equal to the aggregate amount set aside for the payment of such dividends multiplied by a fraction, the numerator of which is
the number of then outstanding, unexercised, and then exercisable options held by the Executive and the denominator of which is equal to the sum of: (i) the number of then outstanding shares of capital stock of the Company on an as-converted to
Common Stock basis plus (ii) the number of then outstanding, unexercised, and then exercisable options held by the Executive. 
 3.5. Stock Bonus Election. Subject to the limitation set forth in this Section 3.5, the Executive may, by providing a written notice to the Company no later than fifteen (15) days
following the completion of the Company’s fiscal year (an “Initial Election Notice”), elect to forego all or a portion of any Annual Bonus payable to the Executive and apply such forgone amount to the purchase of shares of
Common Stock of AC, Inc, at a per share purchase price equal to the then current fair market value of one share of Common Stock of AC, Inc. as 

  
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determined in good faith by the Board. The Initial Election Notice shall set forth the Executive’s preliminary determination of the amount of the Executive’s Annual Bonus to be forgone
and used to purchase shares of the Common Stock of AC, Inc. (the “Initial Forgone Bonus Amount”). Within thirty (30) days of the Company’s receipt of a properly delivered Initial Election Notice, the Company will provide a
written notice to the Executive setting forth the then current fair market value of one share of Common Stock of AC, Inc. as determined in good faith by the Board, (the “Valuation Notice” and the established fair market value the
“Fair Market Value”)). Within twenty (20) days of the Executive’s receipt of the Valuation Notice, the Executive shall have the option to deliver a written notice to the Company (the “Final Election Notice”)
affirming or modifying in any respect the Initial Forgone Bonus (the Executive’s final determination of the amount of the Executive’s Annual Bonus to be forgone and used to purchase shares of the Common Stock of AC, Inc. referred to as the
“Final Forgone Bonus Amount”). Within ten (10) days of its receipt of the Final Election Notice, and in no event later than 75 days following the end of the Company’s fiscal year, AC, Inc. shall issue to the Executive such
number of shares of Common Stock of AC, Inc. as shall be determined by dividing the Final Forgone Bonus Amount by the Fair Market Value. Notwithstanding the foregoing, in no event will the Executive be permitted to purchase an aggregate number of
shares of Common Stock pursuant to this Section 3.5, which, when added to the sum of (A) the total number of shares of the capital stock of AC, Inc. issued to the Executive pursuant to the AC Inc. Equity Compensation Plan and (B) the total number of
shares of the capital stock of AC, Inc. issuable to the Executive upon the exercise of any then outstanding Options or other rights to purchase shares of the capital stock of AC, Inc. held by the Executive (whether or not such Options or other
rights are then vested), will exceed the sum of (Y) the total number of shares of the capital stock of AC, Inc. then issued pursuant to the AC Inc. Equity Compensation Plan plus (Z) the total number of shares of the capital stock of AC, Inc.
issuable upon the exercise of any rights to purchase shares of the capital stock of AC, Inc. then issued or issuable pursuant to the AC Inc. Equity Compensation Plan (whether or not such rights are then vested). 

3.6. Other Benefits. During the Employment Term, the Executive shall be entitled to participate in all other employee benefit
plans and programs of the Company, including, without limitation, health, long term disability, retirement, vacation and other fringe benefits customary for senior executives at the Company. The Company shall maintain life insurance on the life of
the Executive in the amount of $2,500,000, entitling the Executive to name the beneficiary of such policy, provided that if the policy cannot be issued at standard rates the Company shall be entitled to reimbursement from the Executive for the
amount of the premium in excess of the standard rate for such policy. 
 3.7. Vacation, Sick Leave and Holidays. The
Executive shall be entitled in each calendar year to four (4) weeks of paid vacation time and any portion of the Executive’s allowable vacation time not used during the calendar year shall be subject to the Company’s payroll policies
regarding carryover vacation. The Executive shall be entitled to holiday and sick leave in accordance with the Company’s holiday and other pay for time not worked policies. 

3.8. Relocation Benefits. If the Executive relocates his residence to within a reasonable commuting distance of the Atlantic City,
New Jersey vicinity, the Company shall reimburse the Executive for the reasonable cost (i) of moving the Executive’s family and household goods and cars to the Atlantic City, New Jersey vicinity, including hiring a professional moving
company of the Executive’s choosing to pack and ship such belongings, (ii) of any loss on the sale of the Executive’s existing residence and (iii) of the cost of storage of the


  
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Executive’s household goods and cars in the event the Executive’s residence is sold prior to the purchase of a residence in the Atlantic City, New Jersey vicinity. In addition, the
Company shall provide the Executive with a temporary residence, in size and cost reasonable in Executive’s good faith judgment under the circumstances, located within a reasonable commuting distance of the Atlantic City, New Jersey vicinity.
The total aggregate reimbursement and cost of all such relocation benefits shall not exceed $350,000. Such reimbursement shall be subject to the Executive presenting receipts evidencing such expenses as reasonably required by the Company.

 3.9. D&O Insurance. AC, Inc. shall maintain director and officers insurance covering the directors and officers of
AC, Inc. and each of the other Revel Entities with coverage in an amount and scope as approved by the Board and the Executive. The Executive shall be a named insured under such policy. Such policy shall not be amended, modified or cancelled by AC,
Inc. without the prior written consent of the Executive. 
 3.10. Reimbursement of Expenses. The Executive shall be
provided with reimbursement of reasonable expenses related to the Executive’s employment by the Company in accordance with Company policy. 
 4. Termination. The Executive’s employment may be terminated prior to the end of the Employment Term in accordance with, and subject to the terms and conditions, set forth below. 

4.1. Termination by the Company. 
 (a) Without Cause. The Company may terminate the Executive at any time without Cause (as such term is defined in subsection (b) below) effective sixty (60) days after delivery of written
notice to the Executive, in accordance with Section 4.6 herein. Any such termination shall not be deemed a breach of the Agreement. 
 (b) With Cause. The Company may terminate the Executive at any time for Cause effective immediately upon delivery of written notice to the Executive; provided, however, that if such termination is
based upon any event set forth in clause (iii) below, the Executive shall be given not less than thirty (30) days prior written notice by the Company of its intention to terminate him for Cause, such notice to state in detail the
particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and the Executive shall have thirty (30) days after the date that such written notice has been given to the
Executive in which to address the Company regarding any such alleged act or failure to act. If the Company makes a determination that Cause exists, the termination shall be effective on the later of the date immediately following the expiration of
the thirty (30) day notice period or the date of such determination. As used herein, the term “Cause” shall mean: 
  

	 	(i)	the Executive willfully breaches any material term of this Agreement or written Company policy and the Executive fails to cure such breach within thirty (30) days
after written notice of the alleged breach is provided to the Executive; 

  

	 	(ii)	the Executive is found, after a final determination upon the exhaustion of any and all appeals, disqualified or not suitable to hold a casino or other gaming license by
a governmental gaming authority in the jurisdiction where the Executive is required to be found qualified, suitable or licensed; 


  
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	 	(iii)	the Executive willfully engages in malfeasance, fraud, or gross misconduct in connection with the business of any of the Revel Entities; or


  

	 	(iv)	the Executive is convicted of a felony or pleads guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude.


 4.2. Termination by the Executive. 

(a) Voluntarily. The Executive may terminate his employment at any time effective upon at least ninety
(90) days advance written notice to the Company, in accordance with Section 4.6. Any such termination shall not be deemed a breach of the Agreement. 

(b) For Good Reason. The Executive may terminate his employment for Good Reason effective upon thirty
(30) days advance written notice to the Company, in accordance with Section 4.6; provided, however, that “Good Reason” shall cease to exist for an event on the 90th day following its occurrence, unless the Executive has
given the Company written notice during such 90-day period providing the Company with a 30-day advance notice period of Executive’s intent to terminate his employment for Good Reason. During such thirty (30) day notice period, the Company
shall have a cure right (if curable), and the Executive’s termination will be effective upon expiration of such cure period only if the events giving rise to such termination for Good Reason are not cured within such period. Any such
termination shall not be deemed a breach of the Agreement. As used herein, the term “Good Reason” shall mean, in the absence of a prior written consent of the Executive, 

 

	 	(i)	a material breach of this Agreement by the Company, including, but not limited to, a reduction of the Executive’s Base Salary below a rate of $700,000 per annum;


  

	 	(ii)	a material diminution of the Executive’s status, authority, duties or responsibilities with respect to the Company; 


 

	 	(iii)	a material diminution in the authority, duties and responsibilities of the supervisor to whom the Executive is required to report; 


 

	 	(iv)	a material change in the geographic location where Executive is required to perform services; 


 

	 	(v)	the Executive’s involuntarily ceasing to be a member of the Board of Directors of AC, Inc.; or 


 

	 	(vi)	the Company ceases to actively pursue or continue with the business program for developing the Company’s casino in Atlantic City, New Jersey.



  
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 4.3. Termination for Death or Disability. The Executive’s employment shall
terminate automatically upon the Executive’s death. In the event of any physical or mental disability of the Executive rendering the Executive substantially unable to perform his duties hereunder for a period of at least one hundred twenty
(120) days out of any twelve-month (12) period or ninety (90) consecutive days (“Disability”), the Company may terminate the Executive’s employment on account of the Executive’s Disability. If the Executive
was in fact substantially unable to perform or failed to perform his duties for such one hundred twenty (120) day or ninety (90) day period, as applicable, that shall be sufficient for the Company to make a determination of Disability. Any
determination of Disability if made prior to the expiration of such one hundred twenty (120) days or ninety (90) days as applicable, must be confirmed by a physician selected by the Company and acceptable to the Executive or the
Executive’s legal representative or by the insurance company which insures the Company’s long-term disability plan in which the Executive is eligible to participate. 
 4.4. Payments Due Upon Termination. 
 (a) Generally.
Upon any termination of employment during the Employment Term, the Executive shall be entitled to receive any amounts due for (i) Base Salary earned or accrued through the effective date of termination, (ii) reimbursement for any and all
monies advanced in connection with the Executive’s employment for reasonable and necessary business or relocation expenses incurred by the Executive through the date the Executive’s employment is terminated, and (iii) all other
payments and benefits to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company, including any earned and accrued, but unused vacation pay, but not including any
Annual Bonus (collectively, the “Accrued Benefits”). 
 (b) Other Than for Cause; For Good
Reason. If, during the Employment Term, the Company terminates the Executive’s employment without Cause (and not for death or Disability) or the Executive terminates his employment for Good Reason, in addition to the entitlements set forth
in Section 3 and Section 4.4(a) hereof, the Executive shall be entitled to (i) a lump sum cash payment within 30 days after the date of termination in an amount equal to two (2) times the sum of: (A) Base Salary (at the
highest rate in effect for the Executive during the twenty-four (24) month period immediately preceding the date of termination) plus (B) Annual Bonus (determined at Target Bonus Opportunity); and (ii) for twelve (12) months
following the date of termination, medical and life insurance benefits on the same basis and at the same cost as such benefits are provided to the Executive and, if applicable, his spouse and eligible dependents, prior to such termination of
employment; provided, however, that if the Executive becomes employed and eligible to receive substantially equivalent medical and life insurance benefits under a plan of such subsequent employer, the Company shall no longer be obligated to provide
such medical and life insurance benefits. The amounts payable to the Executive pursuant to Section 4.4(b)(i) and (ii) are referred to herein as “Severance”. 

(c) Other Than For Good Reason; End of Employment Period, Death or Disability. If, during the Employment Term, the
Executive terminates his employment without Good Reason, the Executive’s employment terminates on account of death or 

  
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Disability or if the Company or the Executive elects not to renew the Employment Term in accordance with Section 1 and the Executive is still employed by the Company on the last day of the
Employment Term, the Executive shall only be entitled to receive (i) the Accrued Benefits and (ii) any Annual Bonus determined or earned (and not yet determined) but not yet paid for any prior calendar year completed prior to the date of
termination or expiration. In addition, in the event of a termination on account of the Executive’s death or Disability, the Executive will be paid an Annual Bonus for the year in which termination occurs based on the Annual Bonus received,
earned or determined, as the case may be, by the Executive for the prior calendar year, pro rated based on the number of days in the termination calendar year until the date of termination of employment divided by three hundred and sixty-five (365).

 (d) For Cause. If, during the Employment Term, the Company terminates the Executive’s employment
for Cause, the Executive shall only be entitled hereunder to receive the Accrued Benefits. 
 4.5. Resignation from Company
Offices. Unless the Company agrees in writing to waive this requirement, upon the termination of the Executive’s employment for any reason, the Executive agrees to promptly resign and shall be deemed to have resigned immediately (i) as
a director of each of the Revel Entities that Executive is then serving as a director to or any other entity to which any of the Revel Entities have appointed the Executive to service as a director, (ii) from all offices held by the Executive in any
or all such entities in clause (i) above, (iii) all fiduciary positions (including as trustee) held by the Executive with respect to any retirement plans or trusts established by any such entity in clause (i) above. 

4.6. Notice of Termination. Any termination of the Executive’s employment shall be communicated by a written notice of
termination delivered within the time period specified in the applicable subsection of this Section 4. The notice of termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) briefly
summarize the facts and circumstances deemed to provide a basis for a termination of employment and the applicable provision hereof, and (iii) specify the termination date in accordance with the requirements of this Agreement. 

5. Confidentiality. The Executive recognizes and acknowledges that the Executive will have access to certain confidential
information of the Revel Entities and that such information constitutes valuable, special and unique property of the Revel Entities (including, but not limited to, information such as business strategies, identity of acquisition or growth targets,
marketing plans, customer lists, and other business related information for the Revel Entities’ customers, as well as information learned from members of the Company regarding other business ventures in which such members are engaged)
(collectively, “Confidential Information”). The Executive agrees that the Executive will not, for any reason or purpose whatsoever, during or after the term of employment, use or disclose any of such Confidential Information to any
party, and that the Executive will keep inviolate and secret all Confidential Information or knowledge which the Executive has access to by virtue of the Executive’s employment by the Company, except as otherwise may be necessary in the
ordinary course of performing the Executive’s duties with the Revel Entities. “Confidential Information” shall not include any information that is (i) generally known to the industry or the public other than as a result of the
Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties or (ii) made legitimately available to the Executive by a third party 

  
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without breach of any confidentiality obligations. Notwithstanding the foregoing, the Executive shall be authorized to disclose Confidential Information (i) as may be required by law or legal
process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), (ii) in any criminal proceeding against him after providing the Company with prior written
notice and (iii) with the prior written consent of the Company. 
 6. Restrictive Covenants. 

6.1. Non-Compete. During the Executive’s employment by the Company and, for one (1) year from the date of termination or
expiration of the Executive’s employment, the Executive shall not, except with the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or
control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit the Executive’s name to be used in connection with, any business or enterprise which, as of
the Executive’s date of termination with the Company, is competitive with the Revel Entities in the Atlantic City, New Jersey market. Notwithstanding the foregoing, the Executive shall not be subject to such restrictions if the Executive is
entitled to Severance on such termination or expiration of the Executive’s employment and waives his right to such Severance in writing prior to the date any payment of Severance is made to the Executive. The foregoing restrictions shall not be
construed to prohibit the Executive’s ownership of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses and has a class of securities registered pursuant to the
Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of
any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising the Executive’s rights as a shareholder, or seeks to do any of the foregoing. 

6.2. Acknowledgement. The Executive acknowledges that the covenants contained in this Section 6 are reasonable and
necessary to protect the legitimate interests of the Company and its affiliates and, in particular, that the duration and geographic scope of such covenants are reasonable given the nature of this Agreement and the position that the Executive will
hold within the Company and his interests in the Company. The Executive further agrees to disclose the existence and terms of such covenants to any employer for which the Executive works while these covenants are still in effect. 

7. Indemnification. To the fullest extent permitted by law, the Company will indemnify the Executive against any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, arising by reason of the Executive’s status as a director, officer, employee and/or agent of any of the Revel Entities during the Executive’s
employment (other than arising out of the Executive’s misappropriation of funds, fraud or material breach of this Agreement). In addition, following the Executive’s termination of employment, AC, Inc. shall continue to cover the Executive
under its directors and officer’s insurance, for the period during which the Executive may be subject to potential liability for any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative,
arising by reason of the Executive’s status as a director, officer, employee and/or agent of any of the Revel Entities during the Executive’s employment (other than arising out of 

  
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Executive’s misappropriation of funds, fraud or material breach of this Agreement), on the same terms such coverage was provided during the Employment Term, at the highest level then
maintained for any then current or former officer. 
 8. Excise Taxes. 

8.1. If any payment, benefit or distribution or any acceleration of any payment, benefit or distribution (or combination thereof) by any
of the Revel Entities, any of their affiliates, one or more trusts established by any of the Revel Entities for the benefit of its employees, or any other person or entity, to or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (a “Payment”), is subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), any similar tax imposed by state or local law or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall make an additional payment (the “Gross-Up
Payment”) to the Executive such that, after payment of all Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, the Executive shall retain the same amount as if no Excise Tax had been imposed. 

8.2. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by the Executive
and the amount of such Excise Tax, shall be made by the nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Company prior to the change in control (or, if such Accounting Firm declines to
serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Company and reasonably satisfactory to the Executive). The Accounting Firm shall be directed by the Company or the Executive to submit
its determination and detailed supporting calculations to both the Company and the Executive within fifteen (15) calendar days after the receipt of notice from the Executive or the Company that there has been a Payment, or any other such time
or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company shall make the Gross-Up Payment. If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Company and the Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall
eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination. The Company or the Executive may request that a redetermination be made by the Accounting Firm of the
amount of any Excise Tax or Gross-Up Payment if, following the initial determination, there is a change in law or a change in facts which would have the effect of changing the amount of such Excise Tax or the Gross Up Payment previously computed
under this Section 8.2 All fees and expenses of the Accounting Firm shall be paid by the Company in connection with services provided pursuant to this Section. 
 8.3. The federal, state and local income or other tax returns filed by the Executive (or any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a consistent
basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. 

  
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 8.4. The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of any Gross-Up Payment or, as applicable, the payment of any additional amount to satisfy the Company’s obligation under Section 8.1 hereof. Such notification shall be
given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (w) give the Company any information which is in the Executive’s
possession reasonably requested by the Company relating to such claim, (x) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company, (y) cooperate with the Company in good faith in order to effectively contest such claim, and (z) permit the Company to participate in any
proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing
provisions of this Section 8, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with
the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall pay the amount of such payment to the Executive, and the Executive shall use such amount received to pay such claim, and the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment (including the applicable Gross-Up Payment); provided, further, that if
the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

8.5. If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 8, the
Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the Executive shall (subject to the Company’s complying with the requirements of Section 8.4 herein) promptly pay to the Company the amount of such
refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, to 

  
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the extent such payment would be deemed prohibited by applicable law, shall be treated as a prepayment by the Company of any amounts owed to the Executive). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 8.4 herein, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of
its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall not be required to be repaid from the Executive to the Company and the amount of such advance to the
Executive thereunder shall be applied to the amount of the Gross-Up Payment required to be paid. 
 8.6. The Company’s
obligations under this Section 8 shall survive any termination of the Executive’s employment with the Company, other than a termination by the Company for Cause. 

9. Guaranty. The Guarantors hereby irrevocably and unconditionally guarantee the payment of all amounts and benefits due to the
Executive under this Agreement. 
 10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. 
 11. Jurisdiction. The parties hereby irrevocably consent to the jurisdiction
of the federal and state courts located in the State of New York for any matter that is not otherwise arbitrated or resolved in accordance with Section 15. This includes any action or proceeding to compel arbitration or to enforce an
arbitration award. 
 12. Notices. All notices and other communications required or permitted under this Agreement or
necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered, delivered by guaranteed next-day delivery or sent by facsimile (with confirmation of transmission) or shall be deemed
given on the third business day when mailed by registered or certified mail, as follows (provided that the notice of change of address shall be deemed given only when received): 

If to the Company, to: 
 Revel Entertainment Group, LLC 
 1301 Atlantic Avenue – Suite 200 

Atlantic City, NJ 08401 
 Attention: Alan Greenstein, Senior Vice President and CFO 
 If to the Executive,
to: 
 Michael C. Garrity 

  
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 or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by
notice to each other person entitled to receive notices in the manner specified in this Section. 
 13. Agreement; Amendment
and Assignment. 
 13.1. From and after the Commencement Date, this Agreement shall supersede any other agreement or
arrangement between the parties. This Agreement cannot be changed, modified, extended, waived or terminated except upon a written instrument signed by the Executive, the Company and the Guarantors. 

13.2. The Executive may not assign any of his rights or obligations under this Agreement. The Company may assign its rights and
obligations under this Agreement to any successor to all or substantially all of its assets or business by means of merger, consolidation, or reorganization. 
 13.3. The Guarantors shall be third party beneficiaries of the Agreement. 
 14.
Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any
provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. In addition, if any court of competent jurisdiction determines that any part
of Sections 5 or 6 hereof is unenforceable because of its duration, geographical scope or otherwise, such court will have the power to modify such provision and, in its modified form, such provision will then be enforceable. 

15. Remedies. 
 15.1. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy
given under this Agreement or now or hereafter existing at law or in equity. 
 15.2. No delay or omission by a party in
exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed
expedient or necessary by such party in its sole discretion. 
 15.3. The Executive acknowledges that money damages would not be
a sufficient remedy for any breach of Sections 5 or 6 of this Agreement by the Executive and that the Company shall be entitled to specific performance and injunctive relief as remedies for any such breach, in addition to all other remedies
available at law or equity to the Company. 
 15.4. Any dispute, controversy or claim arising out of or relating to this
Agreement or the performance by the parties of its or their terms shall be settled by binding arbitration held in New York, New York. The panel to be appointed shall consist of three neutral arbitrators and


  
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shall be selected by agreement of the parties; otherwise, one neutral arbitrator. The expenses relating to the arbitration, including fees for the arbitrators and reasonable attorneys’ fees
and expenses, shall be borne by the Company. The arbitrator(s) shall (i) set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity (adequate in the judgment
of a majority of the arbitrators) to discover relevant information about the subject matter of the dispute, (ii) rule upon motions to compel or limit discovery and (iii) have the authority to impose sanctions, including reasonable
attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial
justification. The decision of a majority of the arbitrator(s) as to the validity and amount of any disputed claim shall be final, binding and conclusive. Any such claim (when so resolved pursuant to arbitration under this Section 15.4
is referred to herein as a “Resolved Claim”). Any decision regarding a Resolved Claim shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order
awarded by the arbitrators. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 
 16. Construction. This Agreement is the result of thoughtful negotiations and reflects an arms’ length bargain between two sophisticated parties, each represented by counsel. The parties agree
that, if this Agreement requires interpretation, neither party should be considered “the drafter” nor be entitled to any presumption that ambiguities are to be resolved in his or her favor. 

17. Beneficiaries/References. The Executive shall be entitled, to the extent permitted under any applicable law, to select and
change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following the Executive’s death by giving the Company written notice thereof and otherwise to the Executive’s estate. In the event of
the Executive’s death or a judicial determination of the Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal
representative. 
 18. Withholding. All payments under this Agreement shall be made subject to applicable tax
withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes, as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided
otherwise in this Agreement, the Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement. 

19. Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of
Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, the Executive and the Company agree to work together in good faith in an effort to comply with Section 409A and any provision that
would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained
herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement,
and no payments shall be due to Executive under this Agreement which are payable upon termination of Executive’s employment, until Executive would be considered to have incurred a “separation from service” from the Company within the
meaning of Section 409A. 

  
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 20. Regulatory Compliance. The terms and provisions hereof shall be conditioned on
and subject to compliance with all laws, rules, and regulations of all jurisdictions, or agencies, boards or commissions thereof, having regulatory jurisdiction over the employment or activities of Executive hereunder. 

21. Executive May Not Act for the Company. The Executive may not act for the Company in any matter relating to this Agreement. All
such matters must be determined for the Company and all such rights must be exercised by the Company in each case by the Board (or any person or committee to which such authority is delegated). 

22. Representations and Warranties. The Executive represents and warrants that (i) he is not bound by any employment
agreement and (ii) that he is not bound by any restrictive covenant or agreement that limits his right to enter into this Agreement and perform his duties hereunder. 
 [Signatures on next page] 

  
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 IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Agreement as of the date first above written. 
  

			
	EXECUTIVE:
	
	 /s/ MICHAEL C. GARRITY

	MICHAEL C. GARRITY
	
	REVEL AC, INC.:
		
	By:	 	 /s/ Kevin DeSanctis

	Name:	 	Kevin DeSanctis
	Title:	 	Chief Executive Officer
	
	REVEL AC, LLC:
		
	By:	 	 /s/ Kevin DeSanctis

	Name:	 	Kevin DeSanctis
	Title:	 	Chief Executive Officer
	
	REVEL ENTERTAINMENT GROUP, LLC:
		
	By:	 	 /s/ Kevin DeSanctis

	Name:	 	Kevin DeSanctis
	Title:	 	Chief Executive Officer
	
	REVEL ATLANTIC CITY, LLC
		
	By:	 	 /s/ Kevin DeSanctis

	Name:	 	Kevin DeSanctis
	Title:	 	Chief Executive Officer
	
	NB ACQUISITION, LLC
		
	By:	 	 /s/ Kevin DeSanctis

	Name:	 	Kevin DeSanctis
	Title:	 	Chief Executive Officer


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