EX-10.2



 Exhibit 10.2 

FORM - BONUS PAYOUT 
 MGM
RESORTS INTERNATIONAL 
 PERFORMANCE SHARE UNITS AGREEMENT 

Target No. of Performance Share Units:
                     
 This Agreement
(including its Exhibits, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and
                                         (the
“Participant”) with an effective date of                      (the “Effective Date”).

RECITALS 

A.    The Board of Directors of the Company (the “Board”) has adopted the Company’s 2005 Omnibus Incentive
Plan, as amended (the “Plan”), which provides for the granting of Performance Share Units (as that term is defined in Section 1 below) to selected service providers. Capitalized terms used and not defined in this Agreement shall
have the same meanings as in the Plan. 
 B.    The Board believes that the grant of Performance Share Units will
stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined). 

C.    The Compensation Committee of the Board (the “Committee”) has authorized the grant of Performance Share
Units to the Participant pursuant to the terms of the Plan and this Agreement. 
 D.    The Committee and the
Participant intend that the Plan and this Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or
written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered
into, currently effective or entered into in the future) which relate to the subject matter hereof. 
 Accordingly, in consideration of the
mutual covenants contained herein, the parties agree as follows: 
 1. Definitions. 







 1.1    “Beginning Average Stock Price” means the average closing
price of the Company’s Stock over the 60 calendar day period ending on the Effective Date. 
 1.2    “Change
of Control” means
 A.    the date that a reorganization, merger, consolidation, recapitalization, or similar
transaction is consummated, unless: (i) at least 50% of the outstanding voting securities of the surviving or resulting entity (including, without limitation, an entity which as a result of such transaction owns the Company either directly or
through one or more subsidiaries) (“Resulting Entity”) are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the outstanding voting securities of the Corporation immediately prior to such
transaction in substantially the same proportions as their beneficial ownership, immediately prior to such transaction, of the outstanding voting securities of the Corporation and (ii) immediately following such transaction no person or persons
acting as a group beneficially owns capital stock of the Resulting Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Resulting Entity; 

B.    the date that a majority of members of the Company’s Board is replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election; 

C.    the date that any one person, or persons acting as a group, acquires (or has or have acquired as of the date of the
most recent acquisition by such person or persons) beneficial ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or 

D.    the date that any one person acquires, or persons acting as a group acquire (or has or have acquired as of the date
of the most recent acquisition by such person or persons), assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions. 
 1.3    “Code” means the Internal Revenue Code of 1986,
as amended. 
 1.4    “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies,
but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries. 

1.5    “Ending Average Stock Price” means (A) the average closing price of the Company’s Stock over
the 60 calendar day period ending on the third anniversary of the date of grant times (B) the sum of one plus X, where X equals the additional fractional share that would exist on the third anniversary if all dividends on one share of Company
Stock during the period from the date of grant to the third anniversary thereof were used to purchase additional fractional shares (assuming such dividends are reinvested in the Company’s Stock on the date of payment), including the
reinvestment of dividends on such additional fractional shares; provided, however, 

  
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that in the event of a Change of Control, the “Ending Average Stock Price” will equal (A) the price per share of the Company’s Stock to be paid to the holders thereof in
accordance with the definitive agreement governing the transaction constituting the Change of Control (or, in the absence of such agreement, the closing price per share of the Company’s Stock for the last trading day prior to the consummation
of the Change of Control) times (B) the sum of one plus X, where X equals the additional fractional share that would exist on the date of the Change of Control if all dividends on one share of Company Stock during the period from the date of
grant to the date of such Change of Control were used to purchase additional fractional shares (assuming such dividends are reinvested in the Company’s Stock on the date of payment), including the reinvestment of dividends on such additional
fractional shares. 
 1.6    “Fair Market Value” means the closing price of a share of Stock reported on the
New York Stock Exchange (“NYSE”) or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no closing price was reported on such date, the first trading day immediately
preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of
their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.     

1.7    “Parent” means a parent corporation as defined in Section 424(e) of the Code. 

1.8    “Performance Share Units” means an award of Performance Shares granted to a Participant pursuant to
Article 9 of the Plan. 
 1.9    “Section 409A” means Section 409A of the Code, and the regulations and
guidance promulgated thereunder to the extent applicable. 
 1.10    “Stock” means the Company’s common
stock, $.01 par value per share. 
 1.11    “Stock Performance Multiplier” means the Company’s Ending
Average Stock Price divided by the Target Price. 
 1.12    “Subsidiary” means a subsidiary corporation of the
Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

 1.13    “Target Price” means 125% of the Company’s Beginning Average Stock Price. 

2.    Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions
of the Plan and this Agreement, a target award of                  Performance Share Units (the “Target Award”). Except as otherwise set forth in the Plan
or this Agreement, the grant of Performance Share Units represents the right to receive a percentage of the Target Award, with each Performance Share Unit that becomes payable representing the right to receive one (1) share of Stock in respect
thereof and the portion of the Target Award that becomes 

  
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payable hereunder shall be paid to the Participant within thirty (30) days following the earlier to occur of (i) a change of control (as defined in the Company’s Change of Control
Policy for Executive Officers, as amended from time to time, provided such change of control meets the definition of a change in control event for purposes of Section 409A and (ii) the end of the Performance Period (as defined in
Section 3.1). 
 3.    Terms and Conditions.     

3.1    Performance Period and Vesting. A percentage of the Target Award shall be payable based on the
performance of the Company’s stock price over the three year period beginning on the Effective Date and ending on third anniversary of such Effective Date (the “Performance Period”). 

(i)    Target. The Participant shall be paid the Target Award if the Ending Average Stock Price equals the
Target Price. 
 (ii)    Threshold. The Participant shall not be paid any portion of the Target Award
unless the Ending Average Stock Price is at least 60% of the Target Price. If the Ending Average Stock Price is below 60% of the Target Price, all of the Performance Share Units awarded by this Agreement shall immediately be forfeited and
cancelled without consideration as of the last day of the Performance Period. 
 (iii)    Maximum. In no
event shall the Participant be awarded more than 160% of the Target Award. 
 (iv)    In the event that the Ending
Average Stock Price is at least 60% or more of the Target Price, then the Participant will receive a portion of the Target Award equal to the amount of the Target Award multiplied by the Stock Performance Multiplier; provided, however, in no event
shall the Stock Price Multiplier be greater than 1.6. 
 3.2    Vesting. The Performance Share Units shall
be fully vested as of the Date of Grant and shall not be subject to forfeiture in the event Participant’s employment with Employer terminates for any reason. For the avoidance of doubt, the Performance Share Units shall be paid out under
Section 2 notwithstanding any prior termination of employment. 
 3.3     Stockholder Rights and Dividend
Equivalents.
 (i)    Participant will have no rights as a stockholder with respect to any shares of Stock subject
to Performance Share Units until the shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

(ii)    Notwithstanding the foregoing, this award shall accrue dividend equivalents with respect to dividends that would
otherwise be paid on the shares of Stock underlying the award during the period from the Effective Date to the date such Performance Share Unit is earned and the underlying shares of Stock delivered. On each dividend payment date during such period,
the award shall accrue a target number of dividend equivalents equal to 

  
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(A) the sum of (i) the number of Performance Share Units subject to the Target Award, plus (ii) the number of dividend equivalents previously accrued, multiplied by (B) the
applicable per-share dividend amount and divided by (C) the then-current Fair Market Value. The dividend equivalent shall be subject to the same vesting, settlement and other conditions applicable to the
Performance Share Units on which such dividend equivalents are accrued.    As such, the determination of the number of dividend equivalents which vest and are payable pursuant to the award shall be determined as the product of
(a) the sum of all dividend equivalents determined in accordance with this Section 3.4(ii) and (b) a fraction equal to (i) the number of Performance Share Units which vest in accordance with the terms of this Agreement divided by
(ii) the number of Performance Share Units subject to the Target Award. 
 3.4    Limits on
Transferability. The Performance Share Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. Any transfer of Performance
Share Units shall be subject to the terms and conditions of the Plan and this Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant. No interest of the Participant under this Agreement
shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

3.5    Adjustments. If there is any change in the Stock by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments
(including relating to the Stock, other securities, cash or other consideration which may be acquired upon payment or settlement of the Performance Share Units) that it deems necessary to the number and class of securities subject to the Performance
Share Units and any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

3.6    No Right to Continued Performance of Services. The grant of the Performance Share Units does not confer
upon the Participant any right to continue to be employed by the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) nor may it interfere in any way with the right of the Company or any of its affiliates
(including, without limitation, any Parent or Subsidiary) for which the Participant performs services to terminate the Participant’s employment at any time. 

3.7    Compliance With Law and Regulations. The grant of Performance Share Units and the obligation of the
Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any
government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be
listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or
advisable. 

  
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 3.8    Corporate Transaction. Subject to Section 2, upon the
occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or
national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the Performance Share Units, including without limitation the following (or any combination thereof): (i) continuation
or assumption of the Performance Share Units by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an
award with substantially the same terms for the Performance Share Units; and (iii) cancellation of all or any portion of the Performance Share Units for fair value (in the form of cash or its equivalent (e.g., by check), other property or any
combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the value of the underlying stock is zero), and payment to the Participant within thirty (30) days thereafter. 

4.    Investment Representation. The Participant must, within five (5) days of demand by the
Company furnish the Company an agreement satisfactory to the Company in which the Participant represents that the shares of Stock acquired upon payment are being acquired for investment. The Company will have the right, at
its election, to place legends on the certificates representing the shares of Stock so being issued with respect to limitations on transferability imposed by federal and/or state laws, and the Company will have the right to issue “stop
transfer” instructions to its transfer agent. 
 5.    Participant Bound by Plan. The Participant
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as amended from time to time.

6.    Withholding. The Company or any Parent or Subsidiary shall have the right and is hereby authorized to
withhold, any applicable withholding taxes in respect of the Performance Share Units awarded by this Agreement, their grant or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for
the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to
be withheld by the Company or a Parent or Subsidiary as a result of the settlement or otherwise of the Performance Share Units.

7.    Notices. Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600
Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant’s last address on the records of
the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on personal delivery or three (3) days after being sent in a properly
sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.

8.    Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto
with regard to the subject matter hereof and shall supersede any other 

  
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agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the
Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to
the subject matter hereof. 
 9.    Waiver. No waiver of any breach or condition of this Agreement shall be
deemed a waiver of any other or subsequent breach or condition whether of like or different nature. 

10.    Participant Undertaking. The Participant agrees to take whatever additional action and execute whatever
additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Performance Share Units pursuant to this Agreement. 

11.    Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding
upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to
this Agreement and agreed in writing to be joined herein and be bound by the terms hereof. 
 12.    Governing
Law. The parties hereto agree that the validity, construction and interpretation of this Agreement shall be governed by the laws of the state of Nevada. 

13.    Arbitration. Except as otherwise provided in Exhibit A to this Agreement (which
constitutes a material provision of this Agreement), disputes relating to this Agreement shall be resolved by arbitration pursuant to Exhibit A hereto. 

14.    Clawback Policy. By accepting this award the Participant hereby agrees that this award and any other
compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be
considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing
requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by
applicable law and/or stock exchange listing requirements.
 15.    Amendment. This Agreement may not be
altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or
to cause this Agreement to comply with applicable law. 
 16.    Severability. The provisions of this
Agreement are severable and if any portion of this Agreement is declared contrary to any law, regulation or is otherwise invalid, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding and enforceable. 

  
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 17.    Execution. Each party agrees that an electronic, facsimile
or digital signature or an online acceptance or acknowledgment will be accorded the full legal force and effect of a handwritten signature under Nevada law. This Agreement may be signed in counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument. 
 18.    Variation of
Pronouns. All pronouns and any variations thereof contained herein shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require. 

19.    Tax Treatment; Section 409A. The Participant shall be responsible for all taxes with respect to the
Performance Share Units. Notwithstanding the forgoing or any provision of the Plan or this Agreement: 

19.1    The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A, and all
provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement or the Plan contravenes Section 409A or could cause the
Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision in order to comply with the requirements of Section 409A or to
satisfy the conditions of any exception therefrom, or otherwise to avoid the imposition of the additional income tax and interest under Section 409A, while maintaining, to the maximum extent practicable, the original intent and economic benefit to
the Participant, without materially increasing the cost to the Company, of the applicable provision. However, the Company makes no guarantee regarding the tax treatment of the Performance Share Units and none of the Company, its Parent,
Subsidiaries or affiliates, nor any of their employees or representatives shall have any liability to the Participant with respect thereto. 

19.2    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the
Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified
deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured
from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits
delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay
Period to the Participant in a lump sum, and any remaining payments and 

  
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benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

19.3    For purposes of Section 409A, the Participant’s right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within
thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. 

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 IN WITNESS WHEREOF, the parties hereto have executed this Performance Share Units Agreement as of
the date first written above. 
  

			
	MGM RESORTS INTERNATIONAL
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	PARTICIPANT
		
	By:	 	  

	Name:	 	



  
 [Signature Page to
Performance Share Units Agreement] 








 EXHIBIT A 

ARBITRATION 
 This Exhibit A sets forth the
methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit A shall be considered a part of the Agreement. 

1.    Except for a claim by either Participant or the Company for injunctive relief where such would be otherwise authorized by law, any
controversy or claim arising out of or relating to the Agreement or the breach hereof including without limitation any claim involving the interpretation or application of the Agreement or the Plan, shall be submitted to binding arbitration in
accordance with the employment arbitration rules then in effect of the Judicial Arbitration and Mediation Service (“JAMS”), to the extent not inconsistent with this paragraph. This Exhibit A covers any claim Participant might have against
any officer, director, employee, or agent of the Company, or any of the Company’s subsidiaries, divisions, and affiliates, and all successors and assigns of any of them. The promises by the Company and Participant to arbitrate differences,
rather than litigate them before courts or other bodies, provide consideration for each other, in addition to other consideration provided under the Agreement. 

2.    Claims Subject to Arbitration. This Exhibit A contemplates mandatory arbitration to the fullest extent permitted by
law. Only claims that are justiciable under applicable state or federal law are covered by this Exhibit A. Such claims include any and all alleged violations of any state or federal law whether common law, statutory, arising under
regulation or ordinance, or any other law, brought by any current or former employees. 

3.    Non-Waiver of Substantive Rights. This Exhibit A does not waive any rights or
remedies available under applicable statutes or common law. However, it does waive Participant’s right to pursue those rights and remedies in a judicial forum. By signing the Agreement and the acknowledgment at the end of this Exhibit
A, the undersigned Participant voluntarily agrees to arbitrate his or her claims covered by this Exhibit A. 
 4.    Time Limit to
Pursue Arbitration; Initiation: To ensure timely resolution of disputes, Participant and the Company must initiate arbitration within the statute of limitations (deadline for filing) provided for by applicable law pertaining to the
claim. The failure to initiate arbitration within this time limit will bar any such claim. The parties understand that the Company and Participant are waiving any longer statutes of limitations that would otherwise apply, and any aggrieved
party is encouraged to give written notice of any claim as soon as possible after the event(s) in dispute so that arbitration of any differences may take place promptly. The parties agree that the aggrieved party must, within the time frame
provided by this Exhibit A, give written notice of a claim pursuant to Section 7 of the Agreement. In the event such notice is to be provided to the Company, the Participant shall provide a copy of such notice of a claim to the
Company’s Executive Vice President and General Counsel. Written notice shall identify and describe the nature of the claim, the supporting facts and the relief or remedy sought. 

  
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 5.    Selecting an Arbitrator: This Exhibit A mandates Arbitration under
the then current rules of the Judicial Arbitration and Mediation Service (JAMS) regarding employment disputes. The arbitrator shall be either a retired judge or an attorney experienced in employment law and licensed to practice in the state in
which arbitration is convened. The parties shall select one arbitrator from among a list of three qualified neutral arbitrators provided by JAMS. If the parties are unable to agree on the arbitrator, each party shall strike one name and the
remaining named arbitrator shall be selected. 
 6.    Representation/Arbitration Rights and Procedures: 

a.    Participant may be represented by an attorney of his/her choice at his/her own expense. 

b.    The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of Nevada (without regard to
its choice of law provisions) and/or federal law when applicable. In all cases, this Exhibit A shall provide for the broadest level of arbitration of claims between the Company and Participant under Nevada or applicable federal law. The arbitrator
is without jurisdiction to apply any different substantive law or law of remedies. 
 c.    The arbitrator shall have no
authority to award non-economic damages or punitive damages except where such relief is specifically authorized by an applicable state or federal statute or common law. In such a situation, the arbitrator
shall specify in the award the specific statute or other basis under which such relief is granted. 
 d.    The
applicable law with respect to privilege, including attorney-client privilege, work product, and offers to compromise must be followed. 

e.    The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery
and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent with the procedural rules of JAMS. The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to
regulate the conduct of any hearing and/or trial proceeding. The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment. 

f.    The parties shall exchange witness lists at least 30 days prior to the trial/hearing procedure. The arbitrator shall
have subpoena power so that either Participant or the Company may summon witnesses. The arbitrator shall use the Federal Rules of Evidence. Both parties have the right to file a post hearing brief. Any party, at its own expense, may arrange for and
pay the cost of a court reporter to provide a stenographic record of the proceedings. 
 g.    Any arbitration hearing
or proceeding shall take place in private, not open to the public, in Las Vegas, Nevada. 
 7.    Arbitrator’s
Award: The arbitrator shall issue a written decision containing the specific issues raised by the parties, the specific findings of fact, and the specific conclusions of law. The award shall be rendered promptly, typically within 30 days
after conclusion of the arbitration hearing, or the submission of post-hearing briefs if requested. The arbitrator may not award any relief or remedy in excess of what a court could grant under applicable law. The arbitrator’s


  
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decision is final and binding on both parties. Judgment upon an award rendered by the arbitrator may be entered in any court having competent jurisdiction. 

a.    Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Exhibit A
and to enforce an arbitration award. 
 b.    In the event of any administrative or judicial action by any agency or
third party to adjudicate a claim on behalf of Participant which is subject to arbitration under this Exhibit A, Participant hereby waives the right to participate in any monetary or other recovery obtained by such agency or third party in any such
action, and Participant’s sole remedy with respect to any such claim shall be any award decreed by an arbitrator pursuant to the provisions of this Exhibit A. 

8.    Fees and Expenses: The Company shall be responsible for paying any filing fee and the fees and costs of
the arbitrator; provided, however, that if Participant is the party initiating the claim, Participant will contribute an amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which Participant is (or
was last) employed by the Company. Participant and the Company shall each pay for their own expenses, attorney’s fees (a party’s responsibility for his/her/its own attorney’s fees is only limited by any applicable statute
specifically providing that attorney’s fees may be awarded as a remedy), and costs and fees regarding witness, photocopying and other preparation expenses. If any party prevails on a statutory claim that affords the prevailing party
attorney’s fees and costs, or if there is a written agreement providing for attorney’s fees and/or costs, the arbitrator may award reasonable attorney’s fees and/or costs to the prevailing party, applying the same standards a court
would apply under the law applicable to the claim(s). 
 9.    The arbitration provisions of this Exhibit A shall survive the
termination of Participant’s employment with the Company and the expiration of the Agreement. These arbitration provisions can only be modified or revoked in a writing signed by both parties and which expressly states an intent to modify or
revoke the provisions of this Exhibit A. 
 10.    The arbitration provisions of this Exhibit A do not alter or affect the termination
provisions of this Agreement. 
 11.    Capitalized terms not defined in this Exhibit A shall have the same definition as in the
Agreement to which this is Exhibit A. 
 12.    If any provision of this Exhibit A is adjudged to be void or otherwise unenforceable, in
whole or in part, such adjudication shall not affect the validity of the remainder of Exhibit A. All other provisions shall remain in full force and effect. 

  
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 ACKNOWLEDGMENT 

BOTH PARTIES ACKNOWLEDGE THAT: THEY HAVE CAREFULLY READ THIS EXHIBIT A IN ITS ENTIRETY, THEY UNDERSTAND ITS TERMS, EXHIBIT A
CONSTITUTES A MATERIAL TERM AND CONDITION OF THE PERFORMANCE SHARE UNITS AGREEMENT BETWEEN THE PARTIES TO WHICH IT IS EXHIBIT A, AND THEY AGREE TO ABIDE BY ITS TERMS. 

The parties also specifically acknowledge that by agreeing to the terms of this Exhibit A, they are waiving the right to pursue claims covered
by this Exhibit A in a judicial forum and instead agree to arbitrate all such claims before an arbitrator without a court or jury. It is specifically understood that this Exhibit A does not waive any rights or remedies which are available under
applicable state and federal statutes or common law. Both parties enter into this Exhibit A voluntarily and not in reliance on any promises or representation by the other party other than those contained in the Agreement or in this Exhibit
A.
 Participant further acknowledges that Participant has been given the opportunity to discuss this Exhibit A with Participant’s
private legal counsel and that Participant has availed himself/herself of that opportunity to the extent Participant wishes to do so. 

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