Exhibit 10.22


 


April 1, 2002


 


 


William W. Warner


1001 Moon Valley Place


Las Vegas, Nevada 89134


 


Re:          Long-Term Stay-On Performance
Incentive Payment


 


Dear Bill:


 


This letter (the “Agreement”)
sets forth the revised terms and conditions pursuant to which Station Casinos,
Inc. (the “Company”) has decided to award you a Long-Term Stay-On
Performance Incentive Payment (the “LTSO Payment”).  This Agreement supercedes and replaces that
letter agreement dated April 1, 1999 (the “Former Agreement”) between
the Company and you regarding the LTSO Payment, and the Former Agreement shall
no longer be of any force or effect.


 


1.                                       Purpose.  The purpose of the LTSO Payment is to
advance the interests of the Company by providing you with a cash incentive to
remain with the Company through April 1, 2009.


 


2.                                       Amount.  Subject to the conditions contained herein,
the Company will provide you with a LTSO Payment in the amount of $1,000,000 as
follows:


 


(a)                                  On
April 1, 2003 (the “First Award Date”), you will be paid $250,000 of the
LTSO Payment, minus the deductions required by law, provided that you have
remained continuously employed by the Company from April 1, 1999 through March
31, 2003.  Except as otherwise provided
in your Employment Agreement (as defined below), in the event that your
employment or service with the Company is terminated for any reason, including,
but not limited to, your death, disability, resignation or retirement, at any
time before the First Award Date, you will forfeit any and all eligibility for
payments pursuant to this Agreement.


 


(b)                                 On
April 1, 2005 (the “Second Award Date”), you will be paid an additional
$250,000 of the LTSO Payment, minus the deductions required by law, provided
that you have remained continuously employed by the Company from April 1, 1999
through March 31, 2005. Except as otherwise provided in your Employment
Agreement, in the event that your employment or service with the Company is
terminated for any reason, including, but not limited to, your death,
disability, resignation or retirement, at any time after the First


 

















 


Long-Term Stay-On
Performance Plan


April 1, 2002


 


Award Date but
before the Second Award Date, you will forfeit any and all eligibility for
remaining payments pursuant to this Agreement.


 


(c)                                  On
April 1, 2007 (the “Third Award Date”), you will be paid an additional
$250,000 of the LTSO Payment, minus the deductions required by law, provided
that you have remained continuously employed by the Company from April 1, 1999
through March 31, 2007.  Except as
otherwise provided in your Employment Agreement, in the event that your
employment with the company is terminated for any reason, including, but not
limited to, death, disability, resignation or retirement, at any time after the
Second Award Date but before the Third Award Date, you will forfeit any and all
eligibility for remaining payments pursuant to this Agreement.


 


(d)                                 On
April 1, 2009 (the “Fourth Award Date”), you will be paid the remaining
$250,000 of the LTSO Payment, minus the deductions required by law, provided
that you have remained continuously employed by the Company from April 1, 1999
through March 31, 2009.  Except as
otherwise provided in your Employment Agreement, in the event that your
employment with the Company is terminated for any reason, including, but not
limited to, your death, disability, resignation or retirement, at any time
after the Second Award Date but before the Third Award Date, you will forfeit
any and all eligibility for remaining payments pursuant to this Agreement


 


3.                                       Employment Agreement.  The LTSO Payment is conditioned
upon your signing an employment agreement with the Company, which shall be
dated as of April 1, 2002 (the “Employment Agreement”).  If at any time prior to the Fourth Award
Date, you breach any term of the Employment Agreement, you will forfeit any and
all rights to any and all remaining payments under this Agreement as of the
date of such breach.


 


4.                                       Right to Continued Employment or Service.  Nothing
in this Agreement shall confer on you any right to continue in the employ of or
service to the Company or, except as may otherwise be limited by a written
agreement between the Company and you, in any way affect the Company’s right to
terminate your employment or service without prior notice at any time for any
or no reason.


 


5.                                       Confidentiality.  As a condition of your receipt
of the LTSO Payment, you agree that you will not disclose the contents of this
Agreement, including the amount of the LTSO Payment, to anyone except your
immediate family, accountant or attorney without the prior written consent of
the Company.  If you breach this
obligation, you will forfeit any and all rights to any and all payments under
this Agreement.


 


6.                                       Governing Law.  The validity, construction,
interpretation and effect of this Agreement shall exclusively be governed by
and determined in accordance with


 


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the law of the State of Nevada (without reference to the principles of
conflict of laws thereof), except to the extent preempted by federal law, which
shall govern to that extent.


 


7.                                       Assignability; Binding Nature.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, heirs and
assigns; provided, however, that no rights or obligations of you under this
Agreement may be assigned or transferred by you, other than rights to
compensation and benefits hereunder, which may be transferred only by will or
operation of law and subject to the limitations of this Agreement.


 


	
   

  	
  STATION CASINOS,
  INC.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Glenn C.
  Christenson

  
	
   

  	
   

  	
  Executive Vice
  President

  Chief Financial Officer

  Chief Administrative Officer

  



 


By signing below, you hereby acknowledge and agree to
all of the foregoing terms and conditions of this Agreement.


 


	
  Agreed
  to and Accepted By:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  William W.
  Warner

  



 


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