exv10w1






Exhibit 10.1




MGM MIRAGE 1997 NONQUALIFIED STOCK OPTION PLAN

AMENDED AND RESTATED




Effective October 6, 2008





	1.	 	PURPOSE. The purpose of the MGM MIRAGE 1997 Nonqualified Stock Option Plan is to provide a
means whereby MGM MIRAGE may attract and retain persons of ability and motivate such persons
to exert their best efforts on behalf of the Company and its Subsidiaries.






	2.	 	DEFINITIONS.






	 	(a)	 	“Board” shall mean the Board of Directors of the Company.
	 
	 	(b)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section of the Code shall include any provision successor
thereto.
	 
	 	(c)	 	“Committee” shall mean the administrative committee appointed pursuant to
Section 3.
	 
	 	(d)	 	“Company” shall mean MGM MIRAGE, a Delaware corporation.
	 
	 	(e)	 	“Employee” shall mean an employee of the Company or any of its Subsidiaries, as
defined in Instruction 1(a) to Form S-8 under the Securities Act of 1933, as amended.
	 
	 	(f)	 	“Nonqualified Option” shall mean an option to purchase shares of Stock, subject
to the terms and conditions described in the Nonqualified Plan, which is not an
incentive stock option within the meaning of Code Section 422.
	 
	 	(g)	 	“Nonqualified Plan” shall mean the MGM MIRAGE 1997 Nonqualified Stock Option
Plan.
	 
	 	(h)	 	“Participant” shall mean an Employee of the Company or any Subsidiary who is
designated to receive Nonqualified Options pursuant to Section 3.
	 
	 	(i)	 	“Stock” shall mean the Company’s $.01 par value common stock.
	 
	 	(j)	 	“Subsidiary” shall mean a subsidiary corporation as defined in Code Section
424(f) or any partnership or joint venture in which the Company owns a 50 percent or
greater ownership interest.






	3.	 	ADMINISTRATION. The Nonqualified Plan shall be administered by the Committee,
consisting of at least two members, who shall be members of the Board, appointed by and




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	 	 	holding office as Committee members at the pleasure of the Board. Subject to the provisions
of the Nonqualified Plan, the Committee shall have the power to: (a) determine and
designate from time to time those Employees who perform services for the Company or for any
Subsidiary who shall be Participants in the Nonqualified Plan and the number of shares to be
subject to the Nonqualified Options to be granted to each Participant; provided, however,
that no Nonqualified Option shall be granted after the expiration of ten years from the
effective date of the Nonqualified Plan specified in Section 8; (b) authorize the granting
of Nonqualified Options to Participants; and (c) determine the time or times and the manner
when each Nonqualified Option shall be exercisable and the duration of the exercise period.






	 	 	For all purposes of the Nonqualified Plan, the fair market value of the Stock shall be
determined in good faith by the Committee by applying the rules and principles of valuation
set forth in Treasury Regulations 20.2031-2, relating to the valuation of stocks and bonds
for purposes of Code 2031.
	 
	 	 	The Committee may interpret the Nonqualified Plan, prescribe, amend, and rescind any rules
and regulations necessary or appropriate for the administration of the Nonqualified Plan,
and make such other determinations and take such other action as it deems necessary or
advisable. Without limiting the generality of the foregoing sentence, the Committee may, in
its discretion, treat all or any portion of any period during which a Participant is on
military or on an approved leave of absence from the Company or a Subsidiary as a period of
service of such Participant with the Company or a Subsidiary, as the case may be, for
purposes of accrual of such Participant’s rights under the Nonqualified Options. Any
interpretation, determination, or other action made or taken by the Committee shall be
final, binding, and conclusive. Any action reduced to writing and signed by all members of
the Committee shall be as fully effective as if it had been taken by vote at a meeting duly
called and held. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Nonqualified Plan or
the Nonqualified Options.






	4.	 	BENEFITS AVAILABLE UNDER THE NONQUALIFIED PLAN. The benefits provided by the Nonqualified
Plan to Participants are Nonqualified Options. Nonqualified Options may be granted by the
Company from time to time for all Participants to acquire up to an aggregate of 16,500,000
shares of Stock, subject to adjustment as provided in Paragraph 5(h) and reduced by the number
of shares subject to options which are granted under the MGM MIRAGE 1997 Incentive Stock
Option Plan. However, no Participant in the Nonqualified Plan shall be entitled to receive
options to purchase more than 1,000,000 shares in any calendar year. The shares to be
delivered upon exercise of Nonqualified Options shall be made available, at the discretion of
the Board, either from authorized but unissued shares of Stock or from Stock reacquired by the
Company, including shares purchase in the open market. If any Nonqualified Option terminates,
expires or is canceled with respect to any shares of Stock, new Nonqualified Options may
thereafter be granted covering such shares.






	5.	 	TERMS AND CONDITIONS. Each Nonqualified Option shall be evidenced by an agreement (the
“Agreement”), in a form approved by the Committee, which shall be signed 




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	 	 	by an officer of the
Company and the Participant receiving the Nonqualified Option, and which shall be subject to
the following express terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:






	 	(a)	 	PERIOD. Each Agreement shall specify that the Nonqualified Option thereunder
is for a period not to exceed ten years (the “Option Period”) and shall provide that
the Nonqualified Option shall expire at the end of such period.
	 
	 	(b)	 	OPTION PRICE. The price per share at which a Nonqualified Option may be
exercised (the “Option Price”) shall be determined by the Committee at or prior to the
time the Nonqualified Option is granted, but shall be at least equal to the fair market
value per share at the time the Nonqualified Option is granted.
	 
	 	(c)	 	EXERCISE OF OPTION. Nonqualified Options shall only be deemed to be exercised
when both of the following have occurred: (1) the delivery of written notice to the
Company specifying the number of shares to be purchased pursuant to the exercise of
Nonqualified Options and (2) payment in full to the Company of the Option Price as
provided in Paragraph 5(d) and any tax withholding obligation (if applicable) with
respect to such issuance. In connection with the exercise of Nonqualified Options,
payment by the person entitled to exercise them shall be due the date that the Stock
underlying the Nonqualified Options is delivered, and in no event shall the Company
deliver the Stock underlying a Nonqualified Option before the Company receives payment
therefore as set forth herein. The Committee has the right to postpone the time of
delivery of the Stock underlying a Nonqualified Option for such period as may be
required for it to comply with any applicable listing requirement of a national
securities exchange or any federal, state or local law, rule or regulation. Options
may be exercised at such time or times as may be determined by the Committee at the
time of grant, subject to the provisions of this Section 5, including the following
limitation: no part of any Nonqualified Option may be exercised until the Participant
holding the Nonqualified Option shall have performed services for the Company or for a
Subsidiary for such period after the date on which the Nonqualified Option is granted
as the Committee may specify in the Agreement; provided, however, that, although a
Nonqualified Option may provide for earlier exercise, the Nonqualified Option shall be
exercisable with respect to at least 20 percent of the shares subject thereto no later
than the first anniversary of the grant of the Nonqualified Option, 40 percent of such
shares no later than the second such anniversary, 60 percent of such shares no later
than the third such anniversary, 80 percent of such shares no later than the fourth
such anniversary and 100 percent of such shares no later than the fifth such
anniversary. Notwithstanding the foregoing, however, the Committee may grant
Nonqualified Options that vest 50% on the third anniversary of the date of grant and
50% on the fourth anniversary of the date of grant. No Nonqualified Option may at any
time be exercised in part with respect to
fewer than the lesser of (i) fifty shares, or (ii) the number of shares which remain
to be purchased pursuant to the Nonqualified Option.




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	 	(d)	 	PAYMENT OF OPTION PRICE.






	 	(i)	 	Payment of the Option Price of the Stock transferred to a
Participant pursuant to the exercise of a Nonqualified Option and the
optionee’s tax withholding obligation, if any, shall be due the date the Stock
underlying the Nonqualified Option is delivered.
	 
	 	(ii)	 	Payment of the Option Price and the optionee’s tax withholding
obligation, if any, may be made, in whole or in part, by any one or more of the
following:






	 	(a)	 	in full in cash, at or before the time the
Company delivers the Stock underlying such Nonqualified Option;
	 
	 	(b)	 	by the delivery of previously owned Stock
having a fair market value equal to the Option Price and the optionee’s
tax withholding obligation, if any, at or before the time the Company
delivers the Stock underlying such Nonqualified Option;
	 
	 	(c)	 	by irrevocably authorizing a broker approved in
writing by the Company to sell Stock to be acquired through exercise of
such Nonqualified Option and remitting to the Company a sufficient
portion of the sale proceeds to pay the entire Option Price and any
federal and state withholding resulting from such exercise (a “Cashless
Exercise”); provided, however, that, notwithstanding anything in this
Nonqualified Plan to the contrary, (1) the Company shall only deliver
such Stock at or after the time the Company receives full payment for
such Stock, (2) the Option Price and tax withholdings for such Stock
will be due and payable to the Company no later than one business day
following the date on which the proceeds form the sale of the
underlying Stock are received by the authorized broker, (3) in not
event will the Company directly or indirectly extend or maintain
credit, arrange for the extension of credit or renew any extension of
credit, in the form a personal loan or otherwise, in connection with a
Cashless Exercise and (4) in no event shall the recipient of a
Nonqualified Option enter into any agreement or arrangement with a
brokerage or similar firm in which the proceeds received in connection
with a Cashless Exercise will be received by or advanced to such
recipient before the date the Stock underlying the Nonqualified Option
is delivered or released by the Company;
	 
	 	(d)	 	by a combination of any of the above; or
	 
	 	(e)	 	any other method approved or accepted by the
Committee in its sole discretion.




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	 	(iii)	 	Notwithstanding any other provision of this Nonqualified Plan
to the contrary, neither the Option Price of any Nonqualified Option nor any
tax withholding obligations thereunder shall be paid by the delivery of a
promissory note.






	 	(e)	 	EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT. If a Participant
holding Nonqualified Options shall terminate employment by the Company and its
Subsidiaries because of death, or shall die within three months of termination of
employment by the Company and its Subsidiaries, the Nonqualified Options held by the
Participant may be exercised, to the extent that the Participant was entitled to do so
at the date of termination of employment, by the person or persons to whom the
Participant’s rights under the Nonqualified Options pass by will or applicable law, or
if no such person has such rights, by the Participant’s executors or administrators, at
any time, or from time to time, within one year after the date of such termination of
employment, but in no event later than the expiration date determined pursuant to
Paragraph 5(a). If a Participant’s employment by the Company, its Parent and
Subsidiaries shall terminate for any reason other than death, Nonqualified Options held
by such Participant may be exercised, to the extent the Participant was entitled to do
so at the date of termination of employment at any time, or from time to time, within
three months after the date of termination of employment, but in no event later than
the expiration date determined pursuant to Paragraph 5(a). Notwithstanding the
foregoing, the Committee may, in its sole discretion, vary the foregoing provisions
with respect to a particular Participant or particular Nonqualified Options granted to
such Participant to make the termination provisions applicable to such Participant more
favorable to such Participant so long as such variation does not extend the expiration
date of such Nonqualified Options. Any such variation shall be set forth in the
applicable Agreement or amendment thereto.
	 
	 	(f)	 	LIMITS ON TRANSFERABILITY.






	 	(i)	 	Except for any “Permitted Transfers” (as hereinafter defined)
provided for in a Participant’s Agreement, which Permitted Transfers may be
subject to additional restrictions determined by the Committee and as set forth
in the Agreement, no Nonqualified Option granted under this Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except with
respect to interests in Nonqualified Options which have been subject to a
Permitted Transfer provided for in a Participant’s Agreement, all Nonqualified
Options granted to a Participant under this Plan shall be exercisable during
his or her lifetime only by such Participant. With respect
to those Nonqualified Options, if any, that are subject to a Permitted
Transfer, references in this Plan to exercise or payment related to such
Nonqualified Options by or to the Participant shall be deemed to include, as
determined by the Committee, the Participant’s “Family Member” (as




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	 	 	 	hereinafter defined) to whom such Permitted Transfer was made.






	 	(ii)	 	“Permitted Transfer” means any transfer of a Nonqualified
Option by a Participant to a Participant’s Family Member if such transfer is
not for value; provided that a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members or the Participant
in exchange for an interest in that entity shall not be deemed a transfer for
value for the purposes of determining whether a transfer is a Permitted
Transfer. “Family Member” means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, daughter-in-law, son-in-law, sister-in-law or
brother-in-law of such Participant, including adoptive relationships, any
person sharing such Participant’s household (other than a tenant or employee),
a trust in which such individuals (or the Participant) control the management
of assets and any other entity in which these individuals (or the Participant)
own more than fifty percent of the voting interests.






	 	(g)	 	INVESTMENT REPRESENTATION. Each Agreement shall contain a provision that, upon
demand by the Company for such a representation, the Participant holding the
Nonqualified Options (or any person acting under Paragraph 5(e)) shall deliver to the
Company at the time of any exercise of any Nonqualified Options a written
representation that the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof. Upon such
demand, delivery of such representation prior to the delivery of any shares issued upon
exercise of Nonqualified Options and prior to the expiration of the Option Period shall
be a condition precedent to the right of the Participant or such other person to
acquire any shares.
	 
	 	(h)	 	ADJUSTMENTS IN EVENT OF CHANGE IN STOCK. In the event of any change in the
Stock by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or of any similar change
affecting the Stock, the number and class of shares which thereafter may be acquired
under the Nonqualified Plan, the number and class of shares subject to outstanding
Agreements, the Option Price per share thereof, and any other terms of the Nonqualified
Plan or the Agreements which in the Committee’s sole discretion require adjustment
(including, without limitation, relating to the Stock, other securities, cash or other
consideration which may be acquired upon exercise of the Nonqualified Options) shall be
appropriately adjusted consistent with such change in such manner as the Committee may
deem appropriate.
	 
	 	(i)	 	NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
stockholder with respect to any shares subject to Nonqualified Options prior to the
date of issuance to such Participant of a certificate or certificates for such shares.
	 
	 	(j)	 	NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Nonqualified Plan nor 




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	 	 	 	any
Nonqualified Options granted under the Nonqualified Plan shall confer upon any employee
any right with respect to continuance of employment by the Company or any Subsidiary,
nor shall they interfere in any way with the right of the Company or any Subsidiary for
which a Participant performs services to terminate such employment at any time.






	 	(k)	 	ARRANGEMENT FOR TAX PAYMENT. Each Agreement shall contain a provision that the
Participant shall agree to make any arrangements required by the Committee to insure
that the amount of tax required to be withheld by the Company or a Subsidiary as a
result of the exercise of Nonqualified Options is available for payment.
	 
	 	(l)	 	CERTAIN CORPORATE TRANSACTIONS. Each Agreement shall provide that nothing in
the Nonqualified Plan or the Agreement shall in any way prohibit the Company from
merging with or consolidating into another corporation, or from selling or transferring
all or substantially all of its assets, or from distributing all or substantially all
of its assets to its stockholders in liquidation, or from dissolving and terminating
its corporate existence, and in any such event (other than a merger in which the
Company is the surviving corporation and under the terms of which the shares of Stock
outstanding immediately prior to the merger remain outstanding and unchanged), the
Participant shall be entitled to receive, at the time the Nonqualified Option or
portion thereof would otherwise become exercisable and upon payment of the Option
Price, the same shares of stock, cash or other consideration received by stockholders
of the Company in accordance with such merger, consolidation, sale or transfer of
assets, liquidation or dissolution.






	6.	 	COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Nonqualified Plan, the grant and exercise of
Nonqualified Options under the Nonqualified Plan, and the obligation of the Company to
transfer shares under these Nonqualified Options shall be subject to all applicable federal
and state laws, rules and regulations, including those related to disclosure of financial and
other information to Participants, and to any 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, where such listing is required under the rules or regulations of
such exchange, and (b) compliance with applicable federal and state securities laws and
regulations relating to the issuance and delivery of such certificates; provided, however,
that the Company shall make all reasonable efforts to so list such shares and to comply with
such laws and regulations.






	7.	 	AMENDMENT AND DISCONTINUANCE. The Board may from time to time amend, suspend or discontinue
the Nonqualified Plan; provided, however, that, subject to the provisions of Paragraph 5(h),
no action of the Board, or any committee thereof, may (a) increase the number of shares
reserved for options pursuant to Section 4 without approval of the stockholders of the
Company, (b) permit the granting of any Nonqualified Option at an Option Price less than that
determined in accordance with Paragraph 5(b), (c) permit the 




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	 	 	granting of Nonqualified Options
which expire beyond the period provided for in Paragraph 5(a), or (d) make any material change
in the class of eligible Employees as defined in the Nonqualified Plan.






	8.	 	COMPLIANCE WITH RULE 16(B)(3) UNDER THE SECURITIES EXCHANGE ACT OF 1934. (a) The
Nonqualified Plan is intended to comply with all applicable conditions of Rule 16(b)(3) under
the Securities Exchange Act of 1934, as amended, or any successor rule; (b) all transactions
involving insider Participants are subject to such conditions, regardless of whether the
conditions are expressly set forth in the Plan; and (c) any provision of the Nonqualified Plan
or action by the Committee that is contrary to a condition of Rule 16(b)(3) shall not apply to
insider-participants.






	9.	 	EFFECTIVE DATE. The effective date of the Nonqualified Plan shall be the earlier of the date
the Nonqualified Plan is adopted by the Board or the date it is approved by the stockholders
of the Company.





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