exv10w3w31






Exhibit 10.3(31)




EMPLOYMENT AGREEMENT



This Employment Agreement (this “Agreement”) is entered into as of September 10, 2007 by and
between MGM MIRAGE (“Employer”, “we” or “us”), and Robert C. Selwood (“Employee” or “you”) and
supersedes the Employment Agreement between Employer and Employee entered into as of November 1,
2005.





	1.	 	Employment. We hereby employ you, and you hereby accept employment by us, as our Executive
Vice President and Chief Accounting Officer to perform such executive, managerial or
administrative duties as we may specify from time to time during the Specified Term (as
defined in Section 2). In construing the provisions of this Agreement, the term
“Employer”, “we” or “us” includes all of our subsidiary, parent and affiliated companies, but
specifically excludes Tracinda Corporation, its stockholder or stockholders, and its
subsidiaries.






	2.	 	Term. The term of your employment under this Agreement commences on September 10, 2007 and it
terminates on September 10, 2011 (the “Specified Term”). Unless a new written employment
agreement is executed by the parties, upon the expiration of the Specified Term, all terms and
conditions of this Agreement will continue, except that the new Specified Term of the
Agreement shall be three (3) months, which shall renew for successive three (3) month periods
on each successive three (3) month anniversary, if the Agreement is not otherwise terminated
pursuant to its terms.






	3.	 	Compensation. During the Specified Term, we shall pay you a minimum annual salary of $400,000
payable in arrears at such frequencies and times as we pay our other employees. You are also
eligible to receive generally applicable fringe benefits commensurate with our employees in
positions comparable to yours. We will also reimburse you for all reasonable business and
travel expenses you incur in performing your duties under this Agreement, payable in
accordance with our customary practices and policies, as we may modify and amend them from
time to time. Your performance may be reviewed periodically. You are eligible for
consideration for a discretionary raise, annual bonus of up to 75% of your annual salary,
promotion, and/or participation in discretionary benefit plans; provided, however, whether and
to what extent you will be granted any of the above will be determined by us in our sole and
absolute discretion.






	4.	 	Extent of Services. You agree that your employment by us is full time and exclusive. You
further agree to perform your duties in a competent, trustworthy and businesslike manner. You
agree that during the Specified Term, you will not render any services of any kind (whether or
not for compensation) for any person or entity other than us, and that you will not engage in
any other business activity (whether or not for compensation) that is similar to or conflicts
with your duties under this Agreement, without the approval of the Board of Directors of MGM
MIRAGE or the person or persons designated by the Board of Directors to determine such
matters.






	5.	 	Policies and Procedures. You agree and acknowledge that you are bound by our policies and
procedures as they may be modified and amended by us from time to time. In the
event the terms in this Agreement conflict with our policies and procedures, the terms of this
Agreement shall take precedence. As you are aware, 




 









 






	 	 	problem gaming and underage gambling can
have adverse effects on individuals and the gaming industry as a whole. You acknowledge that
you have read and are familiar with our policies, procedures and manuals and agree to abide by
them. Because these matters are of such importance to us, you specifically confirm that you
are familiar with and will comply with our policies of prohibiting underage gaming, supporting
programs to treat compulsive gambling, and promoting diversity in all aspects of our business.






	6.	 	Licensing Requirements. You acknowledge that we are engaged in a business that is or may be
subject to and exists because of privileged licenses issued by governmental authorities in
Nevada, New Jersey, Michigan, Mississippi, Illinois, Macau S.A.R., the United Kingdom and
other jurisdictions in which we are engaged in a gaming business or where we have applied to
(or during the Specified Term may apply to) engage in a gaming business. You shall apply for
and obtain any license, qualification, clearance or other similar approval which we or any
regulatory authority which has jurisdiction over us requests or requires that you obtain.






	7.	 	Failure to Satisfy Licensing Requirement. We have the right to terminate your employment
under Section 10.1 of this Agreement if: (i) you fail to satisfy any licensing
requirement referred to in Section 6 above; (ii) we are directed to cease business with you by
any governmental authority referred to in Section 6 above; (iii) we determine, in our sole and
exclusive judgment, that you were, are or might be involved in, or are about to be involved
in, any activity, relationship(s) or circumstance which could or does jeopardize our business,
reputation or such licenses; or (iv) any of our licenses is threatened to be, or is, denied,
curtailed, suspended or revoked as a result of your employment by us or as a result of your
actions.






	8.	 	Restrictive Covenants






	 	8.1	 	Competition. You acknowledge that, in the course of performing your responsibilities
under this Agreement, you will form relationships and become acquainted with Confidential
Information. You further acknowledge that such relationships and the Confidential
Information are valuable to us, and the restrictions on your future employment contained in
this Agreement, if any, are reasonably necessary in order for us to remain competitive in
our various businesses. In consideration of this Agreement and the compensation payable to
you under this Agreement, and in recognition of our heightened need for protection from
abuse of relationships formed or Confidential Information garnered before and during the
Specified Term of this Agreement, you covenant and agree that, except as otherwise
explicitly provided in Section 10 of this Agreement, if you are not employed by us for the
entire Specified Term,
then during the entire Restrictive Period you shall not directly or indirectly be employed
by, provide consultation or other services to, engage in, participate in or otherwise be
connected in any way with any Competitor. The terms “Confidential Information,”
“Restrictive Period” and “Competitor” are defined in Section 22. Your obligations during
the Specified Term and Restrictive Period under this Section 8.1 include but are not
limited to the following:






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	 	8.1.1	 	You will not make known to any third party the names and addresses of any of
our customers, or any other information pertaining to those customers.






	 	8.1.2	 	You will not call on, solicit and/or take away, or attempt to call on,
solicit and/or take away, any of our customers, either for your own account or for
any third party.






	 	8.1.3	 	You will not call on, solicit and/or take away, any of our potential or
prospective customers, on whom you called or with whom you became acquainted during
employment by us (either before or during the Specified Term), either for your own
account or for any third party.






	 	8.1.4	 	You will not approach or solicit any of our employees with a view towards
enticing such employee to leave our employ to work for you or for any third party,
or hire any of our employees, without our prior written consent, which we may give
or withhold in our sole discretion.






	 	8.2	 	Confidentiality. You further covenant and agree that you will not at any time during or
after the Specified Term, without our prior written consent, disclose to any other person
or business entities any Confidential Information or utilize any Confidential Information
in any way, including communications with or contact with any of our customers or other
persons or entities with whom we do business, other than in connection with your employment
hereunder.






	 	8.3	 	Employer’s Property. You hereby confirm that the Confidential Information constitutes
our sole and exclusive property (regardless of whether you possessed or claim to have
possessed any of such Confidential Information prior to the date hereof). You agree that
upon termination of your active employment with us, you will promptly return to us all
notes, notebooks, memoranda, computer disks, and any other similar repositories of
Confidential Information (regardless of whether you possessed such Confidential Information
prior to the date hereof) containing or relating in any way to the Confidential
Information, including but not limited to the documents referred to on Exhibit A hereto.
Such repositories of Confidential Information also include but are not limited
to any so-called personal files or other personal data compilations in any form,
which in any manner contain any Confidential Information.






	 	8.4	 	Notice to Employer. You agree to notify us immediately of any other persons or entities
for whom you work or provide services during the Specified
Term or within the Restrictive Period. You further agree to promptly notify us, during the
Specified Term, of any contacts made by any gaming licensee which concern or relate to an
offer to employ you or for you to provide consulting or other services.






	9.	 	Representation and Additional Agreements. You hereby represent, warrant and agree that:





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	 	9.1	 	The covenants and agreements contained in Sections 4 and 8 above are reasonable in
their geographic scope, duration and content; our agreement to employ you and a portion of
the compensation and consideration we have agreed to pay you under Section 3 of this
Agreement, are in partial consideration for such covenants and agreements; you agree that
you will not raise any issue of the reasonableness of the geographic scope, duration or
content of such covenants and agreements in any proceeding to enforce such covenants and
agreements, and such covenants and agreements shall survive the termination of this
Agreement;






	 	9.2	 	The enforcement of any remedy under this Agreement will not prevent you from earning a
livelihood, because your past work history and abilities are such that you can reasonably
expect to find work in other areas and lines of business;






	 	9.3	 	The covenants and agreements stated in Sections 4, 6, 7 and 8 of this Agreement are
essential for our reasonable protection;






	 	9.4	 	We have reasonably relied on your representations, warranties and agreements, including
those set forth in this Section 9; and






	 	9.5	 	You have the full right to enter into this Agreement and by entering into
and performance of this Agreement, you will not violate or conflict with any
arrangements or agreements you may have with any other person or entity.






	 	9.6	 	You agree that in the event of your breach of any covenants and agreements set forth in
Sections 4 and 8 above, we may seek to enforce such covenants and agreements through any
equitable remedy, including specific performance or injunction, without waiving any claim
for damages. In any such event, you waive any claim that we have an adequate
remedy at law.




10. Termination.





	 	10.1	 	Employer’s Good Cause Termination. We have the right to terminate this Agreement at
any time during the Specified Term hereof for Employer’s Good Cause (which term is defined
in Section 22). Upon any such termination, we will have no further liability or obligations
whatsoever to you under this Agreement except as provided under Sections 10.1.1, 10.1.2,
and 10.1.3 below.






	 	10.1.1	 	In the event Employer’s Good Cause termination is the result of
your death during the Specified Term, your beneficiary (as designated by you on our
benefit records) will be entitled to receive your salary for a
three (3) month period following your death, such amount to be paid at regular
payroll intervals.






	 	10.1.2	 	In the event Employer’s Good Cause termination is the result of your
Disability (which term is defined in Section 22), we will pay you (or your
beneficiary in the event of your death during the period in which payments are
being made) an amount equal to your 




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	 	 	 	salary for three (3) months following your
termination, such amount to be paid at regular payroll intervals, net of payments
received by you from any short term disability policy which is either self-insured
by us or the premiums of which were paid by us (and not charged as compensation to
you).






	 	10.1.3	 	You or your beneficiary will be entitled to exercise your vested but
unexercised stock options to acquire Company’s stock, stock appreciation rights
(“SAR”) or other stock-based compensation (“Other Right”) as of the date of
termination, if any, upon compliance with all of the terms and conditions required
to exercise such options, SARs or Other Rights.






	10.2	 	Employer’s No Cause Termination. We have the right to terminate this Agreement on
written notice to you in our sole discretion for any cause we deem sufficient or for no
cause, at any time during the Specified Term.
Upon such termination, our sole liability to you shall be as follows:






	 	10.2.1	 	We will treat you as an inactive employee through the Specified Term and (i)
pay your salary for the period remaining in the Specified Term, and (ii) maintain
you as a participant in all health and insurance programs in which you and your
dependents, if applicable, are then participating (as such programs may be changed
by us from time to time for its employees in positions comparable to yours and
subject to satisfying the eligibility requirements of such programs to the extent
imposed by third party providers) through the first to occur of (x) the end of the
Specified Term or (y) the date on which you become eligible to receive health
and/or insurance benefits, as applicable from a new employer. However, you would
not be eligible for flex or vacation time, discretionary bonus or new grants of
stock options, SARs or Other Rights, but (subject to Section 10.5.1 of this
Agreement, if applicable) you would continue to vest previously granted stock
options, SARs or Other Rights, if any, for the shorter of twelve (12) months from
the date you are placed in an inactive status or the remaining period of the
Specified Term if you remain in inactive status for such period; and






	 	10.2.2	 	You will be entitled to exercise your vested but unexercised stock options
to acquire Company stock, SARs or Other Rights, if any, while you are on inactive
status and upon termination of your inactive status, upon your compliance with all
of the terms and conditions required to exercise such options, SARs or Other
Rights.






Upon any such termination, you will continue to be bound by the restrictions
in Section 8 above. Notwithstanding anything herein to the contrary, while you are
in an inactive status, you may be employed by or provide consultation services to a
non-Competitor, provided that we will be entitled to offset the compensation being
paid by us during the Specified Term by the compensation and/or consultant’s fees
being paid to you, and provided further, that we will not be required to continue
to provide benefits to the extent that you are entitled to receive benefits from




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a third party. In addition, at any time after the end of the Restrictive
Period, if you are in an inactive status, you may notify us in writing that
you desire to terminate your inactive status (an “Employee Inactive
Termination Notice”) and immediately thereafter we will have no further
liability or obligations to you, except under Section 10.2.2 above.




	 	10.3	 	Employee’s Good Cause Termination. You may terminate this Agreement
for Employee’s Good Cause (which term is defined in Section 22). Prior
to any termination under this Section 10.3 being effective, you agree to
give us thirty (30) days’ advance written notice specifying the facts and
circumstances of our alleged breach. During such thirty (30) day period,
we may either cure the breach (in which case your notice will be
considered withdrawn and this Agreement will continue in full force and
effect) or declare that we dispute that Employee’s Good Cause exists, in
which case this Agreement will continue in full force until the dispute is
resolved in accordance with Section 12. In the event this Agreement is
terminated under this Section 10.3, you will be entitled to exercise your
vested but unexercised stock options to acquire Company stock, SARs or
Other Rights, if any, upon your compliance with all the terms and
conditions required to exercise such options, SARs or Other Rights, but
you will have no further claim against us arising out of such breach. In the
event of termination of this Agreement under Section 10.3, the restrictions
of Section 8.1 shall no longer apply.






	 	10.4	 	Employee’s No Cause Termination. In the event you terminate your
employment under this Agreement without cause, we will have no further
liability or obligations whatsoever to you hereunder, except that you will
be entitled to exercise your vested but unexercised stock options to acquire
Company stock, SARs or Other Rights, if any, upon your compliance with
all the terms and conditions required to exercise such options, SARs or
Other Rights and all salary through the date of termination; provided,
however, that we will be entitled to all of our rights and remedies by
reason of such termination, including without limitation, the right to
enforce the covenants and agreements contained in Section 8 and our right
to recover damages.






	 	10.5	 	Change in Control. In the event there is a Change in Control of Company
(which term is defined in Section 22), then:






	 	10.5.1	 	All of your unvested options, SARs, or Other Rights, if any, shall
become fully vested.






	 	10.5.2	 	If the Change of Control results from an exchange of outstanding
common stock as a result of which the common stock of MGM
MIRAGE is no longer publicly held, then all your options to
purchase common stock of MGM MIRAGE, SARs and Other
Rights will vest or be exercisable, as applicable, at the time or
times they would otherwise have vested or been exercisable for the
consideration (cash, stock or otherwise) which the holders of
MGM MIRAGE common stock received in such exchange. For
example, if immediately prior to the Effective Date, you had vested
and exercisable options to acquire 5,000 shares of MGM
MIRAGE’s common stock and the exchange of stock is one share
of common stock of MGM MIRAGE for two shares of common




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	 	 	 	stock of the acquiring entity, then your options will be converted
into options to acquire, upon payment of the exercise price,
10,000 shares of the acquiring entity’s common stock. If, in
addition, you had vested but unexercisable stock options, at the
time those options became exercisable, each option would, on
exercise and payment of the exercise price, entitle you to receive
two shares of the acquiring company’s common stock.






	 	10.5.3	 	If the Change of Control results from a sale of MGM MIRAGE’s
outstanding common stock for cash with the result that MGM
MIRAGE’s common stock is no longer publicly held, then upon the
Change of Control, all of your options to purchase common stock
of MGM MIRAGE, SARs and Other Rights will vest or be
exercisable, as applicable, at the time or times they would
otherwise have vested or been exercisable for cash equal to the
difference between the purchase price and the exercise price for the
options, SARs or Other Rights. For example, if immediately prior
to the Change in Control, you have options to acquire 2,000 shares
of MGM MIRAGE’s common stock at an exercise price of $35,
and the purchase price for MGM MIRAGE common stock was
$40, then upon the vesting and exercisability of such options you
would be entitled to receive $10,000 in full satisfaction of such
options (2,000 shares times $5 per share). If, in addition, you had
vested but unexercisable stock options, at the time those options
became exercisable, you would be entitled to receive $5, net of
applicable taxes, for each option that became exercisable in full
satisfaction of that option.






	 	10.6	 	Survival of Covenants. Notwithstanding anything contained in this
Agreement to the contrary, except as specifically provided in Section 10.3
with respect to the undertaking contained in Section 8.1, the covenants and
agreements contained in Section 8 will survive a termination of this
Agreement or of your employment, regardless of the reason for such
termination.






	 	10.7	 	Acknowledgement Concerning Options, Stock Appreciation Rights and
Other Rights. The parties acknowledge that the provisions contained
herein with respect to stock options, SARs or Other Rights are only
applicable to stock options, SARs or Other Rights, if any, which are
granted to you contemporaneously with, or after the date of this
Agreement. With respect to any other stock options, SARs or Other
Rights, if any, granted to you prior to the date of this Agreement, such
provisions herein shall not be applicable and the provisions originally
governing such stock options, SARs or Other Rights shall remain in full
force and effect and shall not be altered by this Agreement.






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






	12.	 	Disputed Claim. In the event of any Disputed Claim (such term is defined in
Section 22), such Disputed Claim shall be resolved by arbitration pursuant to
Exhibit B. Unless and until the arbitration process for a Disputed Claim is finally




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	 	 	resolved in your favor and we thereafter fail to satisfy such award within thirty
(30) days of its entry, no Employee’s Good Cause exists for purposes of your
termination rights pursuant to Section 10.3 with respect to such Disputed Claim.
Nothing herein shall preclude or prohibit us from invoking the provisions of
Section 10.2, or of our seeking or obtaining injunctive or other equitable relief.
	 	 	 
	13.	 	Severability. If any provision hereof is unenforceable, illegal, or invalid for any
reason whatsoever, such fact shall not affect the remaining provisions of this
Agreement, except in the event a law or court decision, whether on application for
declaration, or preliminary injunction or upon final judgment, declares one or
more of the provisions of this Agreement that impose restrictions on you
unenforceable or invalid because of the geographic scope or time duration of such
restriction. In such event, you and we agree that the invalidated
restrictions are retroactively
modified to provide for the maximum geographic scope and time
duration which would make such provisions enforceable and valid. This
Section 12 does not limit our rights to seek damages or such additional relief as
may be allowed by law and/or equity in respect to any breach by you of the
enforceable provisions of this Agreement.






	14.	 	No Waiver of Breach or Remedies. No failure or delay on the part of you or us in
exercising any right, power or remedy hereunder shall operate as a waiver thereof
nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.






	15.	 	Amendment or Modification. No amendment, modification, termination or
waiver of any provision of this Agreement shall be effective unless the same shall
be in writing and signed by you and a duly authorized member of our senior
management. No consent to any departure by you from any of the terms of this
Agreement shall be effective unless the same is signed by a duly authorized
member of our senior management. Any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.






	16.	 	Governing Law. The laws of the State of Nevada shall govern the validity,
construction and interpretation of this Agreement, and except for Disputed
Claims, the courts of the State of Nevada shall have exclusive jurisdiction over
any claim with respect to this Agreement.






	17.	 	Number and Gender. Where the context of this Agreement requires the singular
shall mean the plural and vice versa and references to males shall apply equally to
females and vice versa.






	18.	 	Headings. The headings in this Agreement have been included solely for
convenience of reference and shall not be considered in the interpretation or
construction of this Agreement.






	19.	 	Assignment. This Agreement is personal to you and may not be assigned by you.






	20.	 	Successors and Assigns. This Agreement shall be binding upon our successors
and assigns.






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	21.	 	Prior Agreements. This Agreement shall supersede and replace any and all other
employment agreements which may have been entered into by and between the
parties. Any such prior employment agreements shall be of no force and effect.






	22.	 	Certain Definitions. As used in this Agreement:






“Change of Control” shall mean the first to occur of any of the following events:




	 	(1)	 	Any “person” or “group” of persons (as such terms are used in §13
and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), other than the Company’s principal
stockholder as reflected in the Company’s Proxy Statement dated
March 29, 2002 (the “Principal Stockholder”), the Principal
Stockholder’s sole shareholder, members of the immediate family,
as well as the heirs and legatees, of the Principal Stockholder’s sole
shareholder and trusts or other entities for the benefit of such
persons or affiliates of such persons (as such term “affiliates” is
defined in the rules promulgated by the Securities and Exchange
Commission) (the “Principal Stockholder Group”), becomes the
beneficial owner (as that term is used in §13(d) of the Exchange
Act), directly or indirectly, of fifty percent (50%) or more of the
Company’s capital stock entitled to vote generally in the election
of directors. (For the avoidance of doubt, as of the date hereof, the
Principal Stockholder Group is the beneficial owner of fifty percent
(50%) or more of the Company’s capital stock);






	 	(2)	 	At any time, individuals who, at the date of this Agreement,
constitute the Board of Directors of the Company, and any new
director whose election by the Board or nomination for election by
the Company’s stockholders was approved by a vote of in excess
of seventy five percent (75%) by the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved;






	 	(3)	 	Any consolidation or merger of the Company, other than a
consolidation or merger of the Company in which the holders of
the Stock immediately prior to the consolidation or merger hold
more than fifty percent (50%) of the Stock of the surviving
corporation immediately after the consolidation or merger;






	 	(4)	 	Any liquidation or dissolution of the Company; or     






	 	(5)	 	The sale or transfer of all or substantially all of the
assets of the Company
to parties that are not within a “controlled group of
corporations” (as defined in Internal Revenue Code §1563) in
which the Company is a member.




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“Company” means MGM MIRAGE.




“Competitor” means any person, corporation, partnership, limited liability company or
other entity which is either directly, indirectly or through an affiliated company, engaged
in or proposes to engage in the development, ownership, operation or management of (i)
gaming facilities; (ii) one or more hotels; (iii) resort-style condominiums; (iv)
convention or meeting facilities or (v) any retail or shopping venue in excess of 100,000
square feet, and which activities are in the State of Nevada or in or within a 150 mile
radius of any other jurisdiction in which Employer is engaged in any such activities or
proposes to engage in any such activities”.




“Confidential Information” means all knowledge, know-how, information, devices or
materials, whether of a technical or financial nature, or otherwise relating in any manner
to the business affairs of Employer, including without limitation, names and addresses of
Employer’s customers, any and all other information concerning customers who utilize the
goods, services or facilities of any hotel and/or casino owned, operated or managed by
Employer, Employer’s casino, hotel, retail, entertainment and marketing practices,
procedures, management policies, any
trade secret, including but not limited to any formula, pattern, compilation, program,
device, method, technique or process, that derives economic value, present or potential,
from not being generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain any economic value from its disclosure or use, and any other
information regarding the Employer which is not already and generally known to the public,
whether or not any of the foregoing is subject to or protected by copyright, patent,
trademark, registered or unregistered design, and whether disclosed or communicated (in
writing or orally) before, on or after the date of this Agreement, by Employer to Employee.
Confidential Information shall also specifically include, without limitation, those
documents and reports set forth on Exhibit A attached hereto and incorporated herein by
this reference.




“Disputed Claim” means that Employee maintains pursuant to Section 10.3 that Employer
has breached its duty to Employee and Employer has denied such breach.




“Employee’s Good Cause” shall mean (i) the failure of Employer to pay Employee any
compensation when due, save and except a Disputed Claim to compensation; or (ii) a material
reduction in the scope of duties or responsibilities of Employee or any reduction in
Employee’s salary save and except a Disputed Claim.




“Employee’s Physician” shall mean a licensed physician selected by Employee for
purposes of determining Employee’s disability pursuant to the terms of this Agreement.




“Employer’s Good Cause” shall mean:




	 	(1)	 	Employee’s death or disability; disability is hereby defined to include incapacity for
medical reasons certified to by Employer’s Physician which precludes the Employee from
performing the essential functions of Employee’s duties hereunder for a substantially
consecutive period of six (6) months or more. (In the event Employee disagrees with the




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	 	 	 	conclusions of Employer’s Physician, Employee (or Employee’s representative) shall
designate an Employee’s Physician, and Employer’s Physician and Employee’s Physician shall
jointly select a third physician, who shall make the determination);






	 	(2)	 	Employee’s failure to abide by Employer’s policies and procedures, misconduct,
insubordination, inattention to Employer’s business, failure to perform the duties required
of Employee up to the standards established by the Employer’s senior management, or other
material breach of this Agreement; or






	 	(3)	 	Employee’s failure or inability to satisfy the requirements stated in Section 6 above.






“Employer’s Physician” shall mean a licensed physician selected by Employer for
purposes of determining Employee’s disability pursuant to the terms of this Agreement.




“Restrictive Period” means the twelve (12) month period immediately following any
separation by Employee from active employment occurring during the Specified Term (or such
shorter period remaining in the Specified Term should Employee separate from active
employment with less than twelve (12) months remaining in the Specified Term).




	23.	 	The parties acknowledge that neither Tracinda Corporation nor Kirk Kerkorian, individually or
collectively, is a party to this Agreement or any exhibit or agreement provided for herein.
Accordingly, the parties hereby agree that in the event (i) there is any alleged breach or default
by any party under this Agreement or any exhibit or agreement provided for herein, or (ii) any
party has any claim arising from or relating to any such agreement, no party, nor any party
claiming through it (to the extent permitted by applicable law), shall commence any proceedings or
otherwise seek to impose any liability whatsoever against Tracinda Corporation or Kirk Kerkorian by
reason of such alleged breach, default or claim.





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     IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement in
Las Vegas, Nevada, as of the date first written above.



EMPLOYEE — ROBERT C. SELWOOD




	 	 	 	 	 
	 	 	 
	/s/ Robert C. Selwood
 	 	 
	 	 	 
	 	 	 
	 



EMPLOYER — MGM MIRAGE




	 	 	 	 	 
	 	 	 
	      /s/ Gary N. Jacobs
 	 	 
	By:	 	Gary N. Jacobs 	 	 
	 	 	Executive Vice President, General Counsel, 

and Secretary 	 	 
	 




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EXHIBIT A




	 	 	 	 	 	 	 
	 	 	Name of Report	 	Generated By	 	 
	 

	 	Including, but not limited to:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Arrival Report
	 	Room Reservation
	 	 
	 

	 	Departure Report
	 	Room Reservation	 	 
	 

	 	Master Gaming Report
	 	Casino Audit	 	 
	 

	 	Department Financial Statement
	 	Finance	 	 
	 

	 	$5K Over High Action Play Report
	 	Casino Marketing	 	 
	 

	 	$50K Over High Action Play Report
	 	Casino Marketing	 	 
	 

	 	Collection Aging Report(s)
	 	Collection Department	 	 
	 

	 	Accounts Receivable Aging
	 	Finance	 	 
	 

	 	Marketing Reports
	 	Marketing	 	 
	 

	 	Daily Player Action Report
	 	Casino Operations	 	 
	 

	 	Daily Operating Report
	 	Slot Department	 	 
	 

	 	Database Marketing Reports
	 	Database Marketing	 	 







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EXHIBIT B — ARBITRATION



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





	1.	 	Except for a claim by either Employee or Employer for injunctive relief where such would
be otherwise authorized by law, any controversy or claim arising out of or relating to the
Agreement, the breach hereof, or Employee’s employment by Employer, including without
limitation any claim involving the interpretation or application of the Agreement or wrongful
termination or discrimination claims, 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 B covers
any claim Employee might have against any officer, director, employee, or agent of Employer,
or any of Employer’s subsidiaries, divisions, and affiliates, and all successors and assigns
of any of them. The promises by Employer and Employee 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 B covers all claims arising in the course of
Employee’s employment by Employer except for those claims specifically excluded from coverage
as set forth in paragraph 3 of this Exhibit B. It 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 B. 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. Such claims may
include, but are not limited to, claims for: wages or other compensation; breach of contract;
torts; work-related injury claims not covered under workers’ compensation laws; wrongful
discharge; and any and all unlawful employment discrimination and/or harassment claims.
	 
	3.	 	Claims Not Subject to Arbitration. Claims under state workers’ compensation statutes or
unemployment compensation statutes are specifically excluded from this Exhibit B. Claims
pertaining to any of Employer’s employee welfare benefit and pension plans are excluded from
this Exhibit B. In the case of a denial of benefits under any of Employer’s employee welfare
benefit or pension plans, the filing and appeal procedures in those plans must be utilized.
Claims by Employer for injunctive or other relief for violations of non-competition and/or
confidentiality agreements are also specifically excluded from this Exhibit B.




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	4.	 	Non-Waiver of Substantive Rights. This Exhibit B does not waive any rights or remedies
available under applicable statutes or common law. However, it does waive Employee’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 B, the undersigned Employee voluntarily agrees to
arbitrate his or her claims covered by this Exhibit B.
	 
	5.	 	Time Limit to Pursue Arbitration; Initiation: To ensure timely resolution of disputes,
Employee and Employer must initiate arbitration within the statute of limitations (deadline
for filing) provided for by applicable law pertaining to the claim, or one year, whichever is
shorter, except that the statute of limitations imposed by relevant law shall
solely apply in circumstances where such statute of limitations cannot legally be shortened
by private agreement. The failure to initiate arbitration within this time limit will bar
any such claim. The parties understand that Employer and Employee 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 B, give written notice of a claim
to the President of Employer with a copy to MGM MIRAGE’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.
	 
	6.	 	Selecting an Arbitrator: This Exhibit B 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.
	 
	7.	 	Representation/Arbitration Rights and Procedures:






	 	a.	 	Employee 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
B shall provide for the broadest level of arbitration of claims between an employer and employee under Nevada law.
The arbitrator is without jurisdiction to apply any different substantive law or law of remedies.





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	 	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 Employee or Employer
may summon witnesses. The arbitrator shall use the Federal Rules of Evidence. Both
parties have the right to file a posthearing 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.






	8.	 	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 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 B 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 Employee which is subject to arbitration under this
Exhibit B, Employee hereby waives the right to




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	 	 	 	participate in any monetary or other recovery obtained by such agency or
third party in any such action, and Employee’s sole remedy with respect to
any such claim shall be any award decreed by an arbitrator pursuant to the
provisions of this Exhibit B.






	9.	 	Fees and Expenses: Employer shall be responsible for paying any filing fee and
the fees and costs of the arbitrator; provided, however, that if Employee is the
party initiating the claim, Employee will contribute an amount equal to the filing
fee to initiate a claim in the court of general jurisdiction in the state in which
Employee is (or was last) employed by Employer. Employee and Employer 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).
	 
	10.	 	The arbitration provisions of this Exhibit B shall survive the termination of
Employee’s employment with Employer 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 B.
	 
	11.	 	The arbitration provisions of this Exhibit B do not alter or affect the termination
provisions of this Agreement.
	 
	12.	 	Capitalized terms not defined in this Exhibit B shall have the same definition as in
the Employment Agreement to which this is Exhibit B.
	 
	13.	 	If any provision of this Exhibit B 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 B. All other provisions shall remain in full force and
effect.





ACKNOWLEDGMENT



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



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The parties also specifically acknowledge that by agreeing to the terms of this Exhibit
B, they are waiving the right to pursue claims covered by this Exhibit B 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 B 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 B 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 B.



Employee further acknowledges that Employee has been given the opportunity to discuss
this Exhibit B with Employee’s private legal counsel and that Employee has availed himself/herself
of that opportunity to the extent Employee wishes to do so.




	 	 	 

	EMPLOYEE

	 	EMPLOYER
	 
	 	 
	/s/ ROBERT C. SELWOOD

	 	/s/ GARY N. JACOBS
	 

	 	 
	ROBERT C. SELWOOD

	 	BY:  GARY N. JACOBS







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