Second Amendment to Employment Agreement



 Exhibit 10.14 
 SECOND AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of the 31 day of December, 2008, by and
between Wynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”). Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement (as defined below). 
 RECITALS 
 WHEREAS, Employer and
Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended by that certain First Amendment to Employment Agreement dated as of March 26, 2008, effective March 18, 2008 (collectively, the
“Agreement”); and 
 WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the
Agreement as more fully set forth herein; 
 NOW, THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows: 
 1. Termination of Affiliate
Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that
Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement. 
 2.
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
maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. 







 2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified
only as stated herein, and agree that nothing else in the Agreement shall be affected by this Second Amendment. 
 IN WITNESS WHEREOF, the
parties hereto have caused this Second Amendment to be executed as of the date first written above. 
  

									
	WYNN RESORTS, LIMITED	 		 	EMPLOYEE
					
	By:	 	/s/ Marc D. Schorr	 		 		 	/s/ John Strzemp
		 	 Marc D. Schorr
 Chief Operating Officer
	 		 		 	John Strzemp