ex10-1.htm


     

     

    Exhibit
      10.1

     

    ____________________________

    


    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    _____________________________

    


    THIS
      AMENDED AND RESTATED
      EMPLOYMENT AGREEMENT (“Agreement”) is made and entered
      into on November 8, 2007, with effect from the 4TH day of July
      2007,
      by and between WYNN INTERNATIONAL MARKETING, LTD.  
      (“Employer”) and IAN MICHAEL COUGHLAN
      (“Employee”).

    


    RECITALS

    


    A.  
      Employee and Employee are party to that certain Employment Agreement (the
“Existing Agreement”) dated as of September 6, 2006 pursuant to which Employee
      has been employed as Director of Hotel Operations, Wynn Worldwide and Employer
      and Employee desire to amend the Existing Agreement to reflect Employee’s
      promotion to President of Wynn Macau as of July 4, 2007;

    


    B.  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,

    


    C.  
      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 herein, 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.


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

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

    


    (c)           “Benefits
      Date" – means January 1, 2007.

    


    (d)           “Cause”
      - means

    


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

       

      (ii)           fraud,
        embezzlement, theft, or comparable dishonest activity committed by Employee
        (excluding acts involving a de minimis dollar value and not related to
        Employer or an Affiliate of Employer);

       

      (iii)           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 to Employer or an Affiliate of Employer);

       

      (iv)           Employee’s
        breach, neglect, refusal, or failure to materially discharge his duties (other
        than due to physical or mental illness) commensurate with his title and
        function, or Employee’s failure to comply with the lawful directions of
        Employer’s Board of Directors or the board of directors of Wynn Resorts, Limited
        (“WRL”), that is not cured within fifteen (15) days after Employee has received
        written notice thereof from either board;

       

      (v)           a
        willful and knowing material misrepresentation to Employer’s Board of Directors
        or and WRL’s board of directors;

       

      (vi)           a
        willful violation of a material policy of Employer, which does or could result
        in material harm to i) Employer or its Affiliates, or ii) Employer’s or its
        Affiliates’ reputation; or

      


      (vii)           Employee’s
        material violation of a statutory or common law duty of loyalty or fiduciary
        duty to Employer or an Affiliate of Employer,



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


    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

    (e)           “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 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 the WRL 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; 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 WRL board  of
      directors (a "ProxyContest"), 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
        Employer is a party, whether or not Employer 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 Employer, in one
        transaction or a series of related transactions, to any Person other than
        Employer, where any such transaction or series of related transactions as
        is
        referred to in clause (x) or clause (y) above in this
        subparagraph (iii) (singly or collectively, a
        "Transaction") does not otherwise result in a "Change of
        Control" pursuant

    

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     to
      subparagraph (i) of this definition of "Change of Control";
provided, however, that no such
      Transaction shall constitute a "Change of Control" under this
      subparagraph (iii) if the Persons who were the stockholders of Employer
      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
      subparagraph (iii) or the Person to whom the assets of Employer are sold,
      assigned, leased, conveyed or disposed of in any transaction or series of
      related transactions referred in clause (y) above in this
      subparagraph (iii), in substantially the same proportions in which such
      Beneficial Owners held voting stock in Employer immediately before such
      Transaction.

     

    For
      purposes of the foregoing definition of “Change of Control,” the term “Excluded
      Stockholder” means Stephen A. Wynn, the spouse, siblings, children,
      grandchildren or great grandchildren of Stephen A. Wynn, any trust primarily
      for
      the benefit of the foregoing persons, or any Affiliate of any of the foregoing
      persons.

    


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

    


    (g)           “Confidential
      Information” - means any information that is possessed or developed
      by or for Employer or its Affiliates and which relates to the Employer’s or its
      Affiliates’ 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 its Affiliates, or which Employer or its
      Affiliates 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 its
      Affiliates, and any other proprietary

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     material
      of Employer or its Affiliates, 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 its
      Affiliates has an obligation to treat as confidential.

    


    (h)           “Effective
      Date” – means July 4, 2007.

    


    (i)           “Good
      Reason” - means the occurrence, 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 of Employer reduces Employee’s Base
        Salary (as defined in Subparagraph 7(a) below);

       

      (ii)        
           Employer discontinues its bonus plan in which Employee
        participates as in effect 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;

       

      (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; or

       

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



    For
      purposes of this Agreement, a determination by Employee that Employee has “Good
      Reason” shall be final and binding on Employer and Employee absent a showing of
      bad faith on Employee’s part.

    


    (j)           “Separation
      Payment” – means a lump sum equal to Employee’s
      compensation as set forth in Subparagraphs 7(a) of this Agreement for the
      remainder of the Term, but not less than one (1) year of Base Salary, and a
      pro-rated amount of any bonuses that might otherwise

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

    have
      been paid to Employee under Subparagraph 7(b) for any bonus periods that
      would have concluded during the remainder of the Term.

    


    (k)           “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.

    


    (l)           “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 managerial or executive capacity, under a title and with such duties not
      inconsistent with those set forth in paragraph 3 of this Agreement, as the
      same may be modified and/or assigned to Employee by Employer from time to time;
      provided, however, 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 that, prior to a Change in
      Control, no change in Employee’s titles or reporting responsibilities shall in
      itself be 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 President of Wynn Macau or such similar duties
      as
      may be assigned to Employee by Employer as Employer may
      determine.  The foregoing notwithstanding, Employee shall devote such
      time to Employer’s 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 2006 EMPLOYMENT
      AGREEMENT.  Employee
      hereby unconditionally accepts the employment set forth hereunder, under the
      terms and pursuant to the conditions set forth

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

    in
      this
      Agreement.  Employee hereby covenants and agrees that, during the Term
      of this Agreement, 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
      of
      the Effective Date, this Agreement supersedes and replaces any and all prior
      employment agreements (including, but not limited to, the Existing 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.  For the avoidance of doubt, that certain Restricted
      Stock Agreement dated March 6, 2007 shall remain in full force and
      effect.  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.

    


    5.           TERM. 
      Unless sooner terminated as provided in this Agreement, the term of this
      Agreement (the “Term”) shall consist of five (5) years
      commencing as of the Effective Date of this Agreement and terminating on the
      fifth Anniversary Date of the Effective Date.

    


    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.

    


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

     

    
      (a)           the
        death of Employee;

      


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

      


      (c)           the
        giving of written notice by Employer to Employee of the termination of this
        Agreement upon the discharge of Employee for Cause;

      


      (d)           the
        giving of written notice by Employer to Employee of the termination of this
        Agreement without Cause, provided,
however,
        that, within ten (10) calendar days after such notice, Employer must tender
        the
        Separation Payment to Employee;

    

    


     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

    
      (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, provided,
        however,
        that, within ten (10) days after the expiration of such cure period without
        the
        cure having been effected, Employer must tender the Separation Payment to
        Employee;

      


      (f)           at
        Employee’s sole election in writing as provided in paragraph 16 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 the termination of this
        Agreement following a termination of Employee’s License (as defined in
        Subparagraph 8(b) of this Agreement).



    In
      the
      event of a termination of this Agreement pursuant to the provisions of
      Subparagraph 6(a), (b), (c) or (g), Employer shall not be required to make
      any payments to Employee other than payment of Base Salary and vacation pay
      accrued but unpaid through the termination date.  In the event of a
      termination of this Agreement pursuant to the provisions of Subparagraph (d),
      (e) or (f), Employee will also be entitled to receive health benefits coverage
      for Employee and Employee’s dependents under the same plan(s) or arrangement(s)
      under which Employee was covered immediately before Employee’s termination, or
      plan(s) established or arrangement(s) provided by Employer or any of its
      Affiliates thereafter.  Such health benefits coverage shall be paid
      for by Employer to the same extent as if Employee were still employed by
      Employer, and Employee will be required to make such payments as Employee would
      be required to make if Employee were still employed by Employer.  The
      health benefits provided under this Paragraph 6 shall continue until the
      earlier of (x) the expiration of the period for which the Separation
      Payment is paid, (y) the date Employee becomes covered under any other
      group health plan not maintained by Employer or any of its Affiliates;
provided, however, that if such other group
      health plan excludes any pre-existing condition that Employee or Employee’s
      dependents may have when coverage under such group health plan would otherwise
      begin, coverage under this Paragraph 6 shall continue (but not beyond the
      period described in clause (x) of this sentence) with respect to such
      pre-existing condition until such exclusion under such other group health plan
      lapses or expires.  In the event of a termination of this Agreement
      pursuant to any of the provisions of this Paragraph 6, Employee shall not
      be entitled to any benefits pursuant to any severance plan in effect by Employer
      or any of Employer’s Affiliates.

    


    7.           COMPENSATION
      TO EMPLOYEE.  For and in
      complete consideration of Employee's full and faithful performance of Employee’s
      duties under this Agreement, 

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    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 (the “Base Salary”) at the rate of
        Seven Hundred and Fifty Thousand US Dollars (US$750,000.00) per annum payable
        in
        such weekly, bi-weekly or semi-monthly installments as shall be convenient
        to
        Employer.  Such 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, those benefits described in
        Subparagraphs 7(b) through (f) of this Agreement.

      


      (b)           BONUS
        COMPENSATION.  Employee also will be
        eligible to receive a bonus at such times and in such amounts as Employer,
        in
        its sole, exclusive and unreviewable discretion, may determine.  The
        parties agree that for 2007, Employee’s target bonus is up to 100% of his Base
        Salary earned in 2007.    For the fiscal year 2008 and
        thereafter Employee shall participate in the Wynn Resorts, Limited Annual
        Performance Based Incentive Plan for Executive Officers (the “162(m)
        Plan”).

      


      (c)           EMPLOYEE
        BENEFIT PLANS. 
        Employer hereby covenants and agrees that it shall include Employee, if
        otherwise eligible, in any profit sharing plan, stock option plan, pension
        plan,
        retirement plan, disability or life insurance plan, medical and/or
        hospitalization plan, and/or any and all other benefit plans which may be
        placed
        in effect by Employer or any of its Affiliates for the benefit of Employer’s
        executives during the Term. Nothing in this Agreement shall limit Employer’s or
        its Affiliates’ ability to adopt, amend or terminate any such benefit plans at
        any time prior to a Change of Control.

      


      (d)          EXPENSE
        REIMBURSEMENT.  During the Term and
        provided the same are authorized 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 amended, modified or changed from
        time
        to time.  Such reimbursable expenses shall include, but are not
        limited to, (i) reasonable entertainment and promotional expenses,
        (ii) gift and travel expenses, (iii) dues and expenses of membership
        in clubs, professional societies and fraternal organizations (upon Employer’s
        prior written approval), and (iv) the like.  Prior to
        reimbursement, Employee shall provide Employer with sufficient detailed invoices
        of such expenses in accordance with the then applicable guidelines of the
        Internal Revenue Service so as to entitle Employer to a deduction for such
        expenses.  When traveling under the terms of this Agreement, Employee
        shall be entitled to first class air travel.

      


                  (e)           VACATIONS
        AND HOLIDAYS.  Commencing as of the
        Effective Date of this Agreement, Employee shall be entitled to (i) annual
        paid vacation leave in accordance with Employer’s standard policy therefor, but
        in no event less than three (3) weeks each year of the Term, to be taken
        at such
        times as selected by Employee and

    

    


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

    
      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 therefor.

      


      (f)           MACAU
        EXPENSES.  At Employer’s request,
        Employee has agreed to relocate his household to Macau, Special Administrative
        Region of the People’s Republic of China (“Macau”), for such period of
        time as determined by Employer.  During such period that Employee
        actually has his and his family’s primary place of residence in Macau, Employer
        agrees to provide Employee at Employer’s sole cost and expense housing (in the
        form of a family house) for Employee and his immediate family at a level
        commensurate with Employee’s position.  In addition, Employer agrees
        to pay all reasonable costs of relocating Employee’s family from Hong Kong to
        Macau, as well as relocation back to Hong Kong or Singapore if Employee’s
        employment hereunder is terminated without cause during the Term in accordance
        with Sections 6(d), 6(e) or 6(f) hereunder.  In addition, throughout
        the Term, Employee shall have the use of one luxury automobile in Macau,
        at a
        standard that is suitable for a person holding Employee’s
        position.   Further, Employee shall be entitled to three return
        trips to Singapore or Ireland during each year of employment hereunder for
        himself, and his immediate family (business class).

      


      (g)           Intentionally
        deleted.

      


      (h)           BENEFITS
        DATE.  Employee's Benefits Date shall be
        used for determining Employee’s other benefits.

      


      (i)        
           EQUITY GRANT.  Employee has
        been advised that Employer is currently evaluating an equity grant program
        for
        senior executives.  At such time as a plan is adopted, Employee shall
        be included in such plan on terms acceptable to Employer in its sole
        discretion.



    8.          LICENSING
      REQUIREMENTS.

    


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

    


    (b)           Employer
      and Employee hereby covenant and agree that, in order for Employee to discharge
      the duties required under this Agreement, Employee may be required to apply
      for
      or hold a license, registration, permit or other approval as issued by


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

    the
      Gaming Authorities pursuant to the terms of the applicable Gaming Laws and
      as
      otherwise required by this Agreement (the
“License”).  In the event Employee fails to apply for
      and secure, or the Gaming Authorities refuse to issue or renew, or revoke or
      suspend any required License, then 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, secure the Gaming
      Authorities’ approval, or reinstate the License, respectively.  The
      foregoing notwithstanding, if the source of the objections or the Gaming
      Authorities’ refusal to renew the License or their imposition of disciplinary
      action against Employee is any of the events described in Subparagraph 1(d)
      of this Agreement, then Employer’s obligations under this paragraph 8 shall
      not be operative and Employee shall promptly reimburse Employer upon demand
      for
      any expenses incurred by Employer pursuant to this
      paragraph 8.

    


    (c)           Employer
      and Employee hereby covenant and agree that the provisions of this
      paragraph 8 shall apply in the event Employee’s duties require that
      Employee also be licensed by such relevant governmental agencies other than
      the
      Gaming 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, 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, 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, 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, 

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

    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 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 paragraph 9 are continuing and shall survive the termination
      of Employee’s employment with Employer.

    


    10.           RESTRICTIVE
      COVENANT/NO SOLICITATION.

    


      
      (a)          Employee hereby
      covenants and agrees that, during the remainder of the Term, notwithstanding
      a
      termination of this Agreement under paragraph 6, 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, or in any other
      individual or representative capacity, engage or otherwise participate in any
      manner or fashion in any gaming or hotel business that is in competition in
      any
      manner whatsoever with the principal business activity of Employer or Employer’s
      Affiliates, in or about any market in which Employer or Employer’s Affiliates
      have or have publicly announced a plan for gaming or hotel
      operations.  Employee hereby further covenants and agrees that the
      restrictive covenant contained in this paragraph 11 is reasonable as to
      duration, terms and geographical area and that the same protects the legitimate
      interests of Employer, imposes no undue hardship on Employee, and is not
      injurious to the public.

    


      
      (b)          Employee hereby
      further covenants and agrees that, for the period described in
      Subparagraph 10(a), Employee shall not directly or indirectly, and Employee
      shall not suffer others to, solicit or attempt to solicit for employment any
      management level employee of Employer or Employer’s Affiliates with or on behalf
      of any business that is in competition in any manner whatsoever with the
      principal business activity of Employer or Employer’s Affiliates, in or about
      any market in which Employer or Employer’s Affiliates have or plan gaming or
      hotel 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

    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     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.           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.

    


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

    


    13.           ASSIGNMENT.  Employee
      shall not assign this Agreement or delegate his duties hereunder without the
      express written prior consent of Employer thereto.  Any purported
      assignment by Employee in violation of this paragraph 13 shall be null and
      void
      and of no force or effect.  Employer shall have the right to assign
      this Agreement to any of its Affiliates, provided that this agreement shall
      be
      reassigned to Employer upon a sale of that Affiliate or substantially all of
      that Affiliate’s assets to an unaffiliated third party, provided further that,
      in any event, Employer shall have the right to assign this Agreement to any
      successor of Employer that is not an affiliate of Employer.

    


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

    


    15.           GOVERNING
      LAW.  This Agreement shall be governed by and
      construed in accordance with the laws of Hong Kong and Employee and Employer
      submit to exclusive jurisdiction in the applicable courts.

    


    16.           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
                International Marketing, Ltd.

            
	 	 	
              c/o
                3131 Las Vegas Boulevard South

            
	 	 	
              Las
                Vegas, Nevada 89109

            
	 	 	 
	 	
              WITH
                A COPY

            	
              Wynn
                Resorts, Limited

            
	 	
              THAT
                SHALL NOT BE

            	
              3131
                Las Vegas Boulevard South

            
	 	
              NOTICE
                TO:

            	
              Las
                Vegas, Nevada 89109

            
	 	 	
              Attn:  Legal
                Department

            
	 	 	 
	 	
              TO
                EMPLOYEE:

            	
              Ian
                Michael Coughlan

            
	 	 	
              32A
                Residence Bel Air

            
	 	 	
              Phase
                I Tower 5

            
	 	 	
              Bel
                Air Avenue

            


    

     

    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              Pok
                Fu Lam Island South

            
	 	 	
              Hong
                Kong

            


    

    


    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
      paragraph 16.

    


    17.           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.

    


    18.           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.

    


    19.           DISPUTE
      RESOLUTION.  Except for
      equitable actions seeking to enforce the covenants in paragraph 9 or 10 of
      this Agreement, jurisdiction and venue for which is hereby granted to the court
      of general trial jurisdiction in the state and county where Employer’s or its
      applicable Affiliate’s principal place of business is located, any and all
      claims, disputes, or controversies arising between the parties regarding any
      of
      the terms of this Agreement or the breach thereof, shall, on the written demand
      of either of the parties, be submitted to and be determined by final and binding
      arbitration held in the local jurisdiction where Employer’s or Employer’s
      Affiliate’s principal place of business is located, in accordance with
      Employer’s or Employer’s Affiliate’s arbitration policy governing employment
      disputes.  This agreement to arbitrate shall be specifically
      enforceable in any court of competent jurisdiction.

    


    20.           WAIVER. 
      None of the terms of this Agreement, including this paragraph 21, 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.           PAROL. 
      This Agreement constitutes the entire agreement between Employer and Employee
      with respect to the subject matter hereto and this Agreement supersedes any
      prior  understandings, agreements,  undertakings or
      severance policies or plans
      by and between Employer or Employer’s Affiliates, on the one side, and Employee,
      on the other side, with respect to the subject matter hereof or Employee’s
      employment with Employer or Employer’s Affiliates.

    


    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.

    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    
      	
              WYNN
                INTERNATIONAL MARKETING, LTD.

            	
              EMPLOYEE

            


    

     

     

     

    
    

    
      
        	
                By:

              	
                /s/
                  Stephen A. Wynn

              	 	
                /s/
                  Ian Michael Coughlan

              	 
	 	
                Ian
                  Michael Coughlan

              


      

    

     

     

    
      
        
        

      

      
        Page
          15

        
          

        

      

      
        
        

      

    

    


    ____________________________________________

    


    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    (“Agreement”)

    


    -
      by
      and between -

    


    WYNN
      INTERNATIONAL MARKETING, LTD.

    


    (“Employer”)

    


    -
      and
      -

    


    IAN
      MICHAEL COUGHLAN (“Employee”)

    ____________________________________________

    


    DATED:                      as
      of July 4, 2007

    ____________________________________________

    


     

    Page
      16