Exhibit
10.15


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”)
is made and entered into as of the 20th day of May, 2003, by and between STATION
CASINOS, INC., a Nevada corporation, with its principal offices
located at 2411 West Sahara Avenue, Las Vegas, Nevada  89102 (the “Company”), and WILLIAM W. WARNER (the “Executive”).


 


WHEREAS, the
Company and the Executive are parties to an Employment Agreement dated as of
April 1, 2002, as amended by that First Amendment dated September 26, 2002
(collectively, the “Former Agreement”); and


 


WHEREAS, the
Executive has agreed to continue his employment with the Company on the terms
and conditions set forth herein; and


 


WHEREAS, the
parties to this Agreement desire to replace the Former Agreement in its
entirety with this Agreement, and the Former Agreement shall no longer be of
any force or effect;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the Company and the Executive (each
individually a “Party” and together the “Parties”) agree as follows.


 


1.             DEFINITIONS.  In addition to certain terms defined
elsewhere in this Agreement, the following terms shall have the following
respective meanings:


 


1.1           “Affiliate” shall mean any Person
controlling, controlled by or under common control with, the Company.


 


1.2           “Base Salary” shall mean the salary provided
for in Subsection 3.1 of this Agreement, as the same may be
increased from time to time thereunder.


 


1.3           “Board” shall mean the Board of Directors of
the Company.


 


1.4           “Cause” shall mean that the Executive:


 


(a)                                  has
been convicted of any felony;


 


(b)                                 has
been found unsuitable to hold a gaming license by a final non-appealable
decision of the Nevada Gaming Commission; or


 


(c)                                  in
carrying out his duties under this Agreement, has engaged in acts or omissions
constituting gross negligence or willful misconduct resulting, in either case,
in material economic harm to the Company.


 


1.5           “Change in Control” shall be deemed to have
occurred if:


 


	
   

  	
  Executive’s Initials 

  	
   

  
	
   

  	
  Company’s Initials 

  	
   

  



 

















 


(a)                                  (1)  any Person, corporation, entity or group
(other than the Existing Equity Holders) is or becomes the beneficial owner,
directly or indirectly, of securities representing 50% or more of the combined
voting power of the Company’s Voting Stock (an “Acquisition Event”), or


 


(2)  the Company consolidates with or merges into
another corporation or entity, or any corporation or entity consolidates with
or merges into the Company, with the effect that the beneficial owners of the
Company’s Voting Stock held immediately prior to the consummation of such
consolidation or merger cease to beneficially own, directly or indirectly,
securities representing 50% or more of the combined voting power of the
Company’s Voting Stock (or if the Company is not the surviving entity, the
surviving company’s voting securities) upon the consummation of such
consolidation or merger (a “Merger Event”), or


 


(3)  the Company sells, conveys, transfers or leases
to any person, corporation, entity or group, directly or indirectly, in one
transaction or series of related transactions, properties and/or assets that
accounted for 75% or more of the earnings (before interest, taxes, depreciation
and amortization) of the Company, on a consolidated basis for the four-fiscal
quarter period immediately preceding the date of consummation of such
transaction (a “Sale Event”); and


 


(b)                                 within
thirty-six (36) months following an Acquisition Event, Merger Event or Sale
Event, individuals who immediately prior to such Acquisition Event, Merger
Event or Sale Event constituted the Company’s Board, together with any new or
replacement directors whose election by the Company’s Board, or whose
nomination for election by the Company’s stockholders was approved by a vote of
at least a majority of the directors then in office who were either directors
on the Company’s Board immediately prior to such Acquisition Event, Merger
Event or Sale Event (or whose election or nomination for election was
previously so approved), cease for any reason to constitute a majority of the
directors of the Company’s Board then in office.


 


Notwithstanding the
foregoing, a reincorporation, spin-off, split-off or other reorganization
transaction (a “Reorganization Event”), or series of related transactions, in
which either the “beneficial owners” of the Company’s Voting Stock or the
Existing Equity Holders beneficially own securities representing 50% or more of
the combined voting power of the Company’s Voting Stock upon the consummation
of such transaction shall not constitute an Acquisition Event, Merger Event or
Sale Event for purposes of this definition. 
For purposes of this definition, “beneficial ownership” shall have the
same meaning as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as amended, except that a Person shall be deemed to have
“beneficial ownership” of all shares that any such Person has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time.


 


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For the purposes of this
definition, upon consummation of an Acquisition Event, Merger Event, Sale Event
or Reorganization Event, the “Company’s Board” and the “Company’s Shareholders”
shall refer to (i) in the case of an Acquisition Event, the Company, (ii) in
the case of a Merger Event, the company surviving the merger or consolidation,
(iii) in the case of a Sale Event, the transferee of the properties, and/or
assets, and (iv) in the case of a Reorganization Event, the entity or entities
surviving such Reorganization Event on a consolidated basis.


 


1.6           “Code” shall mean the Internal Revenue Code
of 1986, as amended.


 


1.7           “Company Property” shall mean all items and
materials provided by the Company to the Executive, or to which the Executive
has access, in the course of his employment, including, without limitation, all
files, records, documents, drawings, specifications, memoranda, notes, reports,
manuals, equipment, computer disks, videotapes, drawings, blueprints and other
documents and similar items relating to the Company, its Affiliates or their
respective customers, whether prepared by the Executive or others, and any and
all copies, abstracts and summaries thereof.


 


1.8           “Competing  Business” shall mean any
Person engaged in the gaming industry that directly or through an affiliate or
subsidiary conducts its business within the Restricted Area.


 


1.9           “Confidential Information” shall mean all
nonpublic and/or proprietary information respecting the business of the Company
or any Affiliate, including, without limitation, its products, programs,
projects, promotions, marketing plans and strategies, business plans or
practices, business operations, employees, research and development,
intellectual property, software, databases, trademarks, pricing information and
accounting and financing data. 
Confidential Information also includes information concerning the
Company’s or any Affiliate’s customers, such as their identity, address,
preferences, playing patterns and ratings or any other information kept by the
Company or any Affiliate concerning its customers whether or not such
information has been reduced to documentary form.  Confidential Information does not include information that is, or
becomes, available to the public unless such availability occurs through an
unauthorized act on the part of the Executive.


 


1.10         “Deferred Compensation Plan for Executives”
shall mean the Company’s Deferred Compensation Plan for  Executives, effective as of
November 30, 1994, as the same may be amended from time to time.


 


1.11         “Disability” shall mean a physical or mental
incapacity that prevents the Executive from performing the essential functions
of his position with the Company for a period of ninety (90) days as determined
(a) in accordance with any long-term disability plan provided by the Company of
which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical
examinations by a licensed healthcare professional selected by the Company, in
its sole discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the
Company documentation of a Disability, or lack thereof, from a licensed
healthcare professional of his choice. 
Following a determination of a Disability or lack of Disability by the
Company’s or the Executive’s licensed healthcare


 


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professional, the other Party may submit subsequent
documentation relating to the existence of a Disability from a licensed
healthcare professional selected by such other Party.  In the event that the medical opinions of such licensed
healthcare professionals conflict, such licensed healthcare professionals shall
appoint a third licensed healthcare professional to examine the Executive, and
the opinion of such third licensed healthcare professional shall be
dispositive.


 


1.12         “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended.


 


1.13         “Existing Equity Holders” shall mean Frank
J. Fertitta III, Blake L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta,
Glenn C. Christenson and Scott M Nielson and their executors, administrators or
the legal representatives of their estates, their heirs, distributees and
beneficiaries, and any trust as to which any of the foregoing is a settlor or
co-settlor and any corporation, partnership or other entity which is an
affiliate of any of the foregoing, and any lineal descendants of such persons
(but only to the extent that the beneficial ownership of the Voting Stock held
by such lineal descendants was directly received by gift, trust or sale from
any such person).


 


1.14         “Good Reason,” as used in Subsection 7.2,
shall mean and exist if there has been a Change in Control and, thereafter,
without the Executive’s prior written consent, one or more of the following
events occurs:


 


(a)                                  the
Executive is assigned duties or responsibilities that are inconsistent, in any
significant respect, with the position of a senior manager;


 


(b)                                 the
Executive is required to relocate from, or maintain his principal office
outside of, Clark County, Nevada;


 


(c)                                  the
Executive’s Base Salary is decreased by the Company;


 


(d)                                 the
Executive is excluded from participation in any employee benefit or short-term
incentive plan or program offered to other similarly executives of the Company
or his benefits under such plans or programs are materially reduced;


 


(e)                                  the
Company fails to pay the Executive any deferred payments that have become
payable under the Deferred Compensation Plan for Executives;


 


(f)                                    theCompany fails to reimburse the Executive for business expenses in
accordance with the Company’s policies, procedures or practices;


 


(g)                                 the
Company fails to agree to or to actually indemnify the Executive for his
actions and/or inactions, as either a director or an officer of the Company, in
accordance with Section 10, and/or the Company fails to maintain
reasonably sufficient levels of directors’ and officers’ liability insurance
coverage for the Executive when such insurance is available; or


 


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(h)                                 the
Company fails to obtain a written agreement from any successor or assign of the
Company to assume the obligations under this Agreement upon a Change in
Control.


 


For purposes of this Agreement, a determination by the
Executive that the Executive has “Good Reason” shall be final and binding on
the Company and the Executive absent a showing of bad faith on the part of the
Executive.


 


1.15         “Long-Term Stay-On Performance Agreement”
shall mean that Long-Term Stay-On Performance Incentive Agreement dated April
1, 2002, between the Company and the Executive.


 


1.16         “Person” shall mean any individual, firm,
partnership, association, trust, company, corporation or other entity.


 


1.17         “Pro Rata Bonus” shall mean an amount equal
to sixty percent (60%) of the Executive’s current Base Salary, multiplied by a
fraction, the numerator of which is the number of days in such year during
which the Executive was actually employed by the Company and the denominator of
which is 365.


 


1.18         “Restricted Area” shall mean the City of
Las Vegas, Nevada, and the area within a twenty-five (25) mile radius of that
city; provided, however, that in the event the Executive
voluntarily terminates this Agreement, the Restricted Area shall (a) after the
first twelve (12) months of the Restriction Period, exclude the Las Vegas Strip
(which is defined as that area bounded by Paradise Road and straight extensions
thereof on the East, Charleston Boulevard on the North, I-15 on the West, and
Sunset Road on the South), and (b) after a Change in Control, exclude Downtown
Las Vegas (which is defined as that area bounded by Eastern Avenue and straight
extensions thereof on the East, I-515 (U.S. Highway 93/95) on the North, I-15
on the West, and Charleston Boulevard on the South).


 


1.19         “Restriction Period” shall mean the period
ending twenty-four (24) months after the termination or expiration of the Term
of Employment, regardless of the reason for such termination or expiration.


 


1.20         “Special Long-Term Disability Plan” shall
mean the Company’s Special Long-Term Disability Plan, effective as of November
30, 1994, as the same may be amended from time to time.


 


1.21         “Supplemental Management Retirement Plan”
shall mean the Company’s Supplemental Management Retirement Plan, effective as
of November 30, 1994, as the same may be amended from time to time.


 


1.22         “Term of Employment” shall mean the period
specified in Subsection 2.2.


 


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1.23         “Voting Stock” shall mean capital stock of
any class or classes having general voting power under ordinary circumstances,
in the absence of contingencies, to elect the directors of a corporation.


 


2.                                       TERM OF EMPLOYMENT, POSITION AND RESPONSIBILITIES.


 


2.1           Employment Accepted.  The Company hereby employs the Executive,
and the Executive hereby accepts employment with the Company, for the Term of
Employment, in the position and with the responsibilities set forth in Subsection
2.3 and upon such other terms and conditions as are stated in this
Agreement.


 


2.2           Term of Employment.  The initial Term of Employment shall
commence upon the date of this Agreement and, unless earlier terminated
pursuant to the provisions of this Agreement, shall terminate upon the close of
business on the day immediately preceding the fifth anniversary of the date of
this Agreement; provided, however, that the initial Term of
Employment shall automatically be extended for successive five-year periods if
neither Party has advised the other in writing in accordance with Section 14
at least twelve (12) months prior to the end of the then current Term of
Employment that such Term of Employment will not be extended for an additional
five year period.  In the event that
such notice is given, the Executive’s employment shall terminate upon the close
of business on the day immediately preceding the fifth anniversary of the then
current Term of Employment.


 


2.3           Responsibilities.  During the Term of Employment, the Executive
shall be employed as Executive Vice President and Chief Development Officer of
the Company, or in such other capacity as the Company may direct, and shall
have such responsibilities as the Company may direct from time to time.  During the Term of Employment, the Executive
shall devote his full time and attention to the business and affairs of the
Company and shall use his best efforts, skills and abilities to promote the
Company’s interests.  Anything herein to
the contrary notwithstanding, the Executive shall not be precluded from
engaging in charitable and community affairs and managing his personal
investments.  It is expressly understood
and agreed that, to the extent any such activities have been conducted by the
Executive prior to the date of this Agreement and disclosed to the Board, the
continued conduct of such activities (or activities similar in nature and scope
thereto) after the date of this Agreement shall be deemed not to interfere with
the Executive’s duties and obligations to the Company under this
Agreement.  The Executive also may serve
as a member of the board of directors of other corporations, subject to the
approval of a majority of the Board, which approval shall not be unreasonably
withheld or delayed.


 


3.                                       COMPENSATION.


 


3.1           Base Salary.  During the Term of Employment, the Executive shall be entitled to
receive a base salary (the “Base Salary”) payable no less frequently than in
equal bi-weekly installments at an annualized rate of no less than $625,000.  The Base Salary shall be reviewed annually
for increase (but not decrease) in the discretion of the Human Resources
Committee of the Board.  In conducting
any such annual review, the Human Resources


 


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Committee shall take into account any change in the
Executive’s responsibilities, increases in the compensation of other executives
of the Company or any Affiliate (or any competitor(s) of either or both), the
performance of the Executive and/or other pertinent factors.  Such increased Base Salary shall then
constitute the Executive’s “Base Salary” for purposes of this Agreement.


 


3.2           Annual Bonus.  The Company may pay the Executive an annual discretionary bonus
for each fiscal year ending during the Term of Employment in an amount that
will be determined by the Human Resources Committee based on the Executive’s
performance.  Any annual bonus that may
be awarded to the Executive shall be paid at the same time as annual bonuses
are paid to other senior officers of the Company, unless the Executive has
elected to defer receipt of all or part of the bonus amounts to which he is
entitled in respect of any such calendar year in accordance with the terms and
provisions of any deferred compensation program maintained by the Company.


 


3.3           Stay-On Incentives.  The Executive shall be eligible to receive a
long-term stay-on performance incentive payment pursuant to the terms of the
Long-Term Stay-On Performance Incentive Agreement.


 


3.4           Deferred Compensation.  The Executive shall be eligible to participate
in the Company’s Deferred Compensation Plan for Executives, and any other
deferred compensation plans that the Company may adopt for executives, pursuant
to the terms of the plans.


 


4.                                       EMPLOYEE BENEFIT PLANS AND PROGRAMS.


 


4.1           Pension and Welfare Benefit Plans.  During the Term of Employment, the Executive
shall be entitled to participate in all employee benefit programs made
available to the Company’s executives or salaried employees generally, as such
programs may be in effect from time to time, including, without limitation,
pension and other retirement plans, profit sharing plans, group life insurance,
group health insurance, accidental death and dismemberment insurance, long-term
disability, sick leave (including salary continuation arrangements), vacations,
holidays and other employee benefit programs sponsored by the Company.


 


4.2           Additional Pension and Welfare Benefits.  In addition to the foregoing, the Company
shall provide the Executive with the following benefits:


 


(a)                                  group
health insurance coverage through the Company’s Exec-U-Care Medical Plan,
effective as of July 1, 1994, or pursuant to such other plan or plans as the
Company may select from time to time, and which shall be fully paid for by the
Company;


 


(b)                                 full
salary continuation during the first ninety (90) days of any physical or mental
incapacity that prevents the Executive from performing his duties and, for any
Disability that continues thereafter, benefits pursuant to the Company’s
Special Long-Term Disability Plan and any other long-term


 


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disability benefits pursuant to any other disability
plan of which the Executive is a participant;


 


(c)                                  an
annual supplemental retirement benefit as set forth in the Supplemental
Management Retirement Plan, in addition to any other benefit pursuant to any
other retirement plan under which the Executive is covered; and


 


(d)                                 supplemental
life insurance coverage, through an individual policy, a group policy or a
combination thereof, in an aggregate amount of not less than $4.0 million.


 


5.                                       BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.


 


5.1           Expense Reimbursement.  During the Term of Employment, the Executive
shall be entitled to receive reimbursement by the Company for all reasonable
out-of-pocket expenses incurred by him in performing services under this
Agreement, subject to providing the proper documentation of said expenses.


 


5.2           Perquisites.  During the Term of Employment, the Executive shall also be
entitled to any of the Company’s executive perquisites in accordance with the
terms and provisions of the applicable policies, including, without limitation:


 


(a)                                  vacation
of four weeks per year;


 


(b)                                 payment
or reimbursement of the cost of an annual physical examination;


 


(c)                                  payment
or reimbursement of initiation fees and annual membership fees and assessments
for a country club, a luncheon club and a physical fitness program of the
Executive’s choice; and


 


(d)                                 payment
or reimbursement of fees and expenses, up to a maximum amount of $2500.00, incurred
in connection with having this Agreement reviewed by legal counsel of his own
choosing prior to execution.


 


6.                                       TERMINATION OF EMPLOYMENT.


 


6.1           Termination Due to Death or Disability.  The Executive’s employment shall be
terminated immediately in the event of his death or Disability.  In the event of a termination due to the
Executive’s death or Disability, the Executive or his estate, as the case may
be, shall be entitled, in lieu of any other compensation whatsoever, to:


 


(a)                                  Base
Salary at the rate in effect at the time of his termination until the date of
death or Disability;


 


(b)                                 any
annual bonus awarded but not yet paid;


 


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(c)                                  a
Pro Rata Bonus for the fiscal year in which death or Disability occurs;


 


(d)                                 in
the case of death, any deferred compensation or bonuses, including interest or
other credits on the deferred amounts, to the extent provided in the plans or
programs providing for deferral, and in the case of Disability, immediate
vesting of any deferred compensation or bonuses, including interest or other
credits on the deferred amounts;


 


(e)                                  reimbursement of expenses incurred but not paid
prior to such termination of employment; and


 


(f)                                    such
rights to other benefits as may be provided in applicable plans and programs of
the Company, including, without limitation, applicable employee benefit plans
and programs, according to the terms and provisions of such plans and programs.


 


6.2           Termination by the Company for Cause.  The Company may terminate the Executive’s
employment for Cause at any time during the Term of Employment by giving
written notice to the Executive.  In the
event of a termination for Cause, the Executive shall be entitled, in lieu of
any other compensation and benefits whatsoever, to:


 


(a)                                  Base
Salary at the rate in effect at the time of his termination through the date of
termination of employment;


 


(b)                                 any
annual bonus awarded but not yet paid;


 


(c)                                  any
deferred compensation or bonuses, including interest or other credits on the deferred
amounts, to the extent provided in the plans or programs providing for
deferral;


 


(d)                                 reimbursement
for expenses incurred but not paid prior to such termination of employment; and


 


(e)                                  such
rights to other benefits as may be provided in applicable plans and programs of
the Company, including, without limitation, applicable employee benefit plans
and programs, according to the terms and conditions of such plans and programs.


 


Notwithstanding anything to the contrary in this Subsection
6.2, if the Executive’s employment is terminated for Cause (i) due to his
having been formally charged pursuant to Subsection 1.4(a) but
thereafter said charges are dismissed or the Executive is acquitted, or
(ii) due to his having been convicted pursuant to Subsection 1.4(a)
but said conviction is subsequently overturned on appeal and he is not required
to submit to re-trial within six (6) months thereafter, the Company shall have
the option of reinstating the Executive with payment of all base salary
payments that would have been paid to him had his employment not been
terminated and restoration of all benefits provided for pursuant to Section 4,
or making a payment to him of an amount equal to


 


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three times one hundred sixty percent (160%) of the
Executive’s Base Salary at the rate in effect at the time of his termination.


 


6.3           Termination by the Executive.  The Executive may terminate his employment
on his own initiative for any reason prior to a Change in Control upon thirty
(30) days prior written notice to the Company. 
Such termination shall have the same consequences as a termination for
Cause under Subsection 6.2.


 


6.4           Termination by the Company Without Cause Prior to a
Change in Control. 
Notwithstanding any other provision of this Agreement, the Company may
terminate the Executive’s employment without Cause, other than due to death or
Disability, at any time during the Term of Employment by giving written notice
to the Executive.  In the event that the
Company terminates the Executive’s employment without Cause prior to a Change
in Control, the Executive shall be entitled, in lieu of any other compensation
and benefits whatsoever, to:


 


(a)                                  an
amount equal to three times one hundred sixty percent (160%)  of the Executive’s Base Salary at the rate
in effect at the time of his termination, one-third of which shall be paid in a
lump sum upon satisfaction of the conditions set forth in Subsection 8.3,
and the other two-thirds of which shall be paid out in equal bi-weekly
installments for the duration of the Restriction Period;


 


(b)                                 any
annual bonus awarded but not yet paid and a Pro Rata Bonus for the fiscal year
in which such termination of employment occurs;


 


(c)                                  any
deferred bonus, including interest or other credits on the deferred amounts to
the extent provided in the plans or programs providing for deferral;


 


(d)                                 exercise,
within one hundred eighty (180) days, all stock options that have vested prior
to termination, and shall forfeit all stock options that have not vested;


 


(e)                                  reimbursement
for expenses incurred but not paid prior to such termination of employment; and


 


(f)                                    continuation
of the Executive’s medical insurance, at the Company’s expense, for thirty-six
(36) months or, at the Company’s option, payment to the Executive of the
economic equivalent thereof.


 


6.5           Termination Due to Expiration of the Term of
Employment.  If either
Party elects not to extend the initial Term of Employment or any successive
Term of Employment, the Executive shall not be entitled to any additional
compensation after the expiration thereof, but such termination of employment
shall not otherwise affect accrued but unpaid compensation or benefits provided
under this Agreement or pursuant to any Company plan or program.


 


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7.                                       CHANGE IN CONTROL.


 


7.1           Change in Control.  Immediately upon a Change in Control, in
addition to any other compensation or benefits payable pursuant to this
Agreement or otherwise, the Executive shall be entitled to immediate vesting of
all restricted stock, stock options, phantom stock units, stock appreciation
rights and similar stock-based or performance-based interests.


 


7.2           Termination by the Company Without Cause or by the
Executive for Good Reason After a Change in Control.  If within five years following a Change in
Control, the Executive’s employment is terminated by the Company without Cause
or by the Executive for Good Reason, the Executive shall be entitled, in
addition to any compensation and benefits provided pursuant to Subsection
7.1, but in lieu of any other compensation and benefits whatsoever, to:


 


(a)                                  a
lump-sum payment equal to the greater of (i) three times one hundred sixty
percent (160%) of the Executive’s Base Salary at the time of the Change in
Control or (ii) three times one hundred sixty percent (160%) of the
Executive’s Base Salary at the time of the termination of his employment;


 


(b)                                 a
Pro Rata Bonus for the fiscal year in which such termination of employment
occurs;


 


(c)                                  any
deferred bonus, including interest or other credits on the deferred amounts to
the extent provided in the plans or programs providing for deferral;


 


(d)                                 exercise,
within one hundred eighty (180) days, all vested stock options, stock
appreciation rights and other exercisable stock-based or performance-based
interests;


 


(e)                                  immediate
vesting and pay out of all amounts set forth in the Long-Term Stay-On
Performance Incentive Agreement, as if the Executive had fully satisfied all of
the terms and conditions thereof;


 


(f)                                    immediate
vesting of the Executive’s supplemental retirement benefit as set forth in the
Supplemental Management Retirement Plan;


 


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(g)                                 (i)
continued funding of the Executive’s split dollar life insurance policy as if
the Executive were employed by the Company through the maturity date of such
policy, or payment in full of all premium obligations under such policy, or
(ii) at the Executive’s option, a lump-sum payment to the Executive of the
economic equivalent thereof, as if the Executive were employed by the Company
through the maturity date of such policy; and


 


(h)                                 (i)
continuation of the Executive’s medical insurance, at the Company’s expense,
for thirty-six (36) months, or (ii) at the Executive’s option, a lump-sum
payment to the Executive of the economic equivalent thereof.


 


7.3           Termination by Executive without Good Reason After a
Change in Control.  If
the Executive terminates his employment without Good Reason within ninety (90)
days following the first anniversary of a Change in Control, the Executive
shall be entitled, in addition to any compensation and benefits provided
pursuant to Subsection 7.1, but in lieu of any other compensation and
benefits whatsoever, to:


 


(a)                                  a
lump-sum payment equal to the greater of (i) three times one hundred sixty
percent (160%) of the Executive’s Base Salary at the time of the Change in
Control or (ii) three times one hundred sixty percent (160%) of the
Executive’s Base Salary at the time of the termination of his employment;


 


(b)                                 a
Pro Rata Bonus for the fiscal year in which such termination of employment
occurs;


 


(c)                                  any
deferred bonus, including interest or other credits on the deferred amounts to
the extent provided in the plans or programs providing for deferral;


 


(d)                                 exercise,
within one hundred eighty (180) days, all vested stock options, stock
appreciation rights and other exercisable stock-based or performance-based
interests;


 


(e)                                  immediate
vesting of the Executive’s supplemental retirement benefit as set forth in the
Supplemental Management Retirement Plan;


 


(f)                                    (i)
continued funding of the Executive’s split dollar life insurance policy as if
the Executive were employed by the Company through the maturity date of such
policy, or payment in full of all premium obligations under such policy, or
(ii) at the Executive’s option, a lump-sum payment to the Executive of the
economic equivalent thereof, as if the Executive were employed by the Company
through the maturity date of such policy; and


 


(g)                                 (i)
continuation of the Executive’s medical insurance, at the Company’s expense,
for thirty-six (36) months, or (ii) at the Executive’s option, a lump-sum
payment to the Executive of the economic equivalent thereof.


 


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7.4           Termination for Other Reasons After a Change in
Control.  If the
Executive’s employment is terminated after a Change in Control for any reason
not otherwise provided for in this Section 7, his rights shall be
determined in accordance with the applicable subsection of Section 6.


 


8.                                       CONDITIONS TO PAYMENTS UPON TERMINATION.


 


8.1           Timing of Payments.  Unless otherwise provided herein, any
payments to which the Executive shall be entitled pursuant to Sections 6
and 7 shall be payable upon the satisfaction of the conditions set forth in
Subsection 8.3.


 


8.2           No Mitigation; No Offset.  In the event of any termination of the
Executive’s employment under Sections 6 or 7, the Executive shall be
under no obligation to seek other employment and there shall be no offset against
amounts due to the Executive on account of any remuneration attributable to any
subsequent employment that the Executive may obtain.  Notwithstanding any contrary provision contained herein, in the
event of any termination of employment of the Executive, the exclusive remedies
available to the Executive shall be the amounts due under Sections 6 or 7,
which are in the nature of severance payments, or liquidated damages, or both,
and are not in the nature of a penalty. 
In the event of a termination of this Agreement, neither Party shall
publish in any way or make any negative comment or statement about the other
Party or concerning the reasons for such termination.  The provisions of this Subsection 8.2 shall survive the
expiration or earlier termination of this Agreement.


 


8.3           General Release.  No payments or benefits payable to the
Executive upon the termination of his employment pursuant to Sections 6 or 7
shall be made to the Executive unless and until he executes a general release
substantially in the form annexed to this Agreement as Exhibit A and such
general release becomes effective pursuant to its terms.


 


8.4           Compliance with the Agreement.  No payments or benefits payable to the
Executive upon the termination of his employment pursuant to Sections 6 or 7
shall be made to the Executive if he fails to comply with all of the terms and
conditions of this Agreement, including, without limitation, Sections 11 and
12.


 


8.5           Continuing Obligations of Executive.  No act or omission by the Executive in breach
of this Agreement, including, without limitation his failure to execute the
general release and the resulting forfeiture of termination payments, shall be
deemed to permit the Executive to forego or waive such payments in order to
avoid his obligations under Section 11.


 


9.                                       SPECIAL REIMBURSEMENT.  


 


9.1           If any payment or benefit paid or
payable, or received or to be received, by or on behalf of the Executive ,
whether any such payments or benefits are pursuant to the terms of this
Agreement or any other plan, program, arrangement or agreement of or with the
Company, any Affiliate, any Person, or otherwise (the “Total Payments”), will or
would be


 


13

















 


subject to the excise tax imposed under Section 4999
of the Code (the “Excise Tax”), the Company shall pay to the
Executive an additional amount (the “Gross-Up Payment”) such that, after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes) imposed upon or in respect of the Total Payments and the
Gross-Up Payments, including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and any Excise Tax imposed
thereon, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Total Payments.


 


9.2           For purposes of determining whether
any of the Total Payments will be subject to the Excise Tax and the amount of
such Excise Tax,


 


(a)                                  the
Total Payments shall be treated as “parachute payments” within the meaning of
Section 280G(b)(2) of the Code, and all “excess parachute payments” within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to
the Excise Tax, unless in the opinion of tax counsel selected by the Company
and reasonably acceptable to the Executive (which opinion shall be provided to
the Executive) such Total Payments (in whole or in part) (i) do not constitute
parachute payments, including (without limitation) by reason of
Section 280G(b)(4)(A) of the Code, (ii) such excess parachute
payments (in whole or in part) represent reasonable compensation for services
actually rendered, within the meaning of Section 280G(b)(4)(B) of the
Code, or (iii) are not, in the opinion of legal counsel, otherwise subject
to the Excise Tax, and


 


(b)                                 the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Company’s independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.


 


9.3           In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account
hereunder, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction plus interest on the amount
of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code.  In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder at the time of
the termination of the Executive’s employment (including by reason of any
payment the existence or amount of which cannot be determined at the time of
the initial Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in accordance with Subsection 9.1 in respect of such excess
Excise Tax (plus any interest, penalties or additions payable by the Executive
with respect to such excess Excise Tax) at the time that the amount of such
excess Excise Tax is finally determined. 
The Executive and the Company shall each reasonably cooperate with each
other in connection with any administrative or judicial proceedings concerning
the existence or amount of any such subsequent liability for Excise Tax with
respect to the Total Payments.


 


14

















 


10.                                 INDEMNIFICATION.


 


10.1         General.  The Company agrees that if the Executive is made a party or is
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (an “Indemnifiable Action”), by
reason of the fact that he is or was a director or officer of the Company or is
or was serving at the request of the Company as a director, officer, member,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether or not the basis of such Indemnifiable Action is alleged action
in an official capacity as a director, officer, member, employee or agent, he
shall be indemnified and held harmless by the Company to the fullest extent
permitted by Nevada law and the Company’s by-laws, as the same exist or may
hereafter be amended (but, in the case of any such amendment to the Company’s
by-laws, only to the extent such amendment permits the Company to provide
broader indemnification rights than the Company’s by-laws permitted the Company
to provide before such amendment), against all expense, liability and loss
(including, without limitation, attorneys’ fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith.


 


10.2         Procedure.  The indemnification provided pursuant to this Section 10
shall be subject to the following conditions:


 


(a)                                  The
Executive must promptly give the Company written notice of any actual or
threatened Indemnifiable Action and, upon providing such notice, the Executive
shall be presumed to be entitled to indemnification under this Agreement and
the Company shall have the burden of proof to overcome that presumption in
reaching any contrary determination; provided, however, that the
Executive’s failure to give such notice shall not affect the Company’s
obligations hereunder;


 


(b)                                 The
Company will be permitted, at its option, to participate in, or to assume, the
defense of any Indemnifiable Action, with counsel reasonably approved by the
Executive; provided, however, that (i) the Executive shall have
the right to employ his own counsel in such Indemnifiable Action at the
Executive’s expense; and (ii) if (A) the retention of counsel by the Executive
has been previously authorized in writing by the Company, (B) the Company shall
have reasonably concluded, based on the advice of independent legal counsel
mutually selected by the Company and the Executive, that there may be a
conflict of interest between the Company and the Executive in the conduct of
any such defense, or (C) the Company shall not, in fact, have retained counsel
to assume the defense of such Indemnifiable Action, the fees and expenses of
the Executive’s counsel shall be at the expense of the Company; and provided,
further, that the Company shall not settle any action or claim that
would impose any limitation or penalty on the Executive without obtaining the
Executive’s prior written consent, which consent shall not be unreasonably
withheld;


 


15

















 


(c)                                  The
Executive must provide reasonable cooperation to the Company in the defense of
any Indemnifiable Action; and


 


(d)                                 The
Executive must refrain from settling any Indemnifiable Action without obtaining
the Company’s prior written consent, which consent shall not be unreasonably
withheld.


 


10.3         Advancement of Costs and Expenses.  The Company agrees to advance all costs and
expenses referred to in Subsections 10.1 and 10.6; provided,
however, that the Executive agrees to repay to the Company all amounts
so advanced only if, and to the extent that, it shall ultimately be determined
by a court of competent jurisdiction that the Executive is not entitled to be
indemnified by the Company as authorized by this Agreement.


 


The advances to be made hereunder shall be paid by the
Company to or on behalf of the Executive within twenty (20) days following
delivery of a written request therefore by the Executive to the Company.  The Executive’s entitlement to advancement
of costs and expenses hereunder shall include those incurred in connection with
any action, suit or proceeding by the Executive seeking a determination,
adjudication or arbitration in award with respect to his rights and/or
obligations under this Section 10.


 


10.4         Non-Exclusivity of Rights.  The right to indemnification and the payment
of expenses incurred in defending an Indemnifiable Action in advance of its
final disposition conferred in this Section 10 shall not be
exclusive of any other right which the Executive may have or hereafter may
acquire under any statute, provision of the certificate of incorporation or
by-laws of the Company, agreement, vote of stockholders or disinterested
directors or otherwise.


 


10.5         D&O Insurance.  The Company will maintain a directors’ and
officers’ liability insurance policy covering the Executive that provides
coverage that is reasonable in relation to the Executive’s position during the
Term of Employment.


 


10.6         Witness Expenses.  Notwithstanding any other provision of this
Agreement, the Company shall indemnify the Executive if and whenever he is a
witness or threatened to be made a witness to any action, suit or proceeding to
which the Executive is not a party, by reason of the fact that the Executive is
or was a director or officer of the Company or its Affiliates or by reason of
anything done or not done by him in such capacity, against all expense, liability
and loss incurred or suffered by the Executive in connection therewith; provided,
however, that if the Executive is no longer employed by the Company, the
Company will compensate him, on an hourly basis, for all time spent, at either
his then current compensation rate or his Base Salary at the rate in effect as
of the termination of his employment, whichever is higher.


 


10.7         Survival.  The provisions of this Section 10
shall survive the expiration or earlier termination of this Agreement,
regardless of the reason for such termination.


 


16

















 


11.                                 COVENANT NOT ENGAGE IN CERTAIN ACTS.


 


11.1         General.  The Parties understand and agree that the purpose of the
restrictions contained in this Section 11 is to protect the goodwill and
other legitimate business interests of the Company, and that the Company would
not have entered into this Agreement in the absence of such restrictions.  The Executive acknowledges and agrees that
the restrictions are reasonable and do not, and will not, unduly impair his
ability to make a living after the termination of his employment with the
Company.  The provisions of this Section
11 shall survive the expiration or sooner termination of this Agreement.


 


11.2         Non-assistance; Non-diversion.  In consideration for this Agreement to
employ the Executive and the other valuable consideration provided hereunder,
the Executive agrees and covenants that during the Term of Employment and
during the Restriction Period, and except when acting on behalf of the Company
or on behalf of any Affiliate, the Executive shall not, directly or indirectly,
for himself or any third party, or alone or as a member of a partnership, or as
an officer, director, shareholder or otherwise, engage in the following acts:


 


(a)                                  divert
or attempt to divert any existing business of the Company or any Affiliate;


 


(b)                                 accept
any position or affiliation with, or render any services on behalf of, any
Competing Business; or


 


(c)                                  hire
or retain any employee of the Company or any Affiliate to provide services for
any other Person or induce, solicit, attempt to solicit, encourage, divert,
cause or attempt to cause any employee or prospective employee of the Company
or any Affiliate to (i) terminate and/or leave such employment, or (ii) accept
employment with anyone other than the Company or an Affiliate.


 


11.3         Cessation/Reimbursement of Payments.  If the Executive violates any provision of
this Section 11, the Company may, upon giving written notice to the
Executive, immediately cease all payments and benefits that it may be providing
to the Executive pursuant to Section 3, Section 6 or Subsection
7.2, and the Executive may be required to reimburse the Company for any
payments received from, and the cash value of any benefits provided by, the
Company between the first day of the violation and the date such notice is
given; provided, however, that the foregoing shall be in addition
to such other remedies as may be available to the Company and shall not be
deemed to permit the Executive to forego or waive such payments in order to
avoid his obligations under this Section 11.


 


11.4         Survival.  The Executive agrees that the provisions of this Section 11
shall survive the termination of this Agreement and the termination of the
Executive’s employment.


 


17

















 


12.                                 CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.


 


12.1         Confidential Information.  The Executive understands and acknowledges
that Confidential Information constitutes a valuable asset of the Company and
its Affiliates and may not be converted to the Executive’s own or any third
party’s use.  Accordingly, the Executive
hereby agrees that he shall not directly or indirectly, during the Term of
Employment or any time thereafter, disclose any Confidential Information to any
Person not expressly authorized by the Company to receive such Confidential
Information.  The Executive further
agrees that he shall not directly or indirectly, during the Term of Employment
or any time thereafter, use or make use of any Confidential Information in
connection with any business activity other than that of the Company.  The Parties acknowledge and agree that this
Agreement is not intended to, and does not, alter either the Company’s rights
or the Executive’s obligations under any state or federal statutory or common
law regarding trade secrets and unfair trade practices.


 


12.2         Company Property.  All Company Property is and shall remain
exclusively the property of the Company. 
Unless authorized in writing to the contrary, the Executive shall
promptly, and without charge, deliver to the Company on the termination of
employment hereunder, or at any other time the Company may so request, all
Company Property that the Executive may then possess or have under his control.


 


12.3         Required Disclosure.  In the event the Executive is required
by law or court order to disclose any Confidential Information or to produce
any Company Property, the Executive shall promptly notify the Company of such
requirement and provide the Company with a copy of any court order or of any
law which requires such disclosure and, if the Company so elects, to the extent
permitted by applicable law, give the Company an adequate opportunity, at its
own expense, to contest such law or court order prior to any such required
disclosure or production by the Executive.


 


12.4         Survival.  The Executive agrees that the provisions of this Section 12
shall survive the termination of this Agreement and the termination of the
Executive’s employment.


 


13.                                 MUTUAL ARBITRATION AGREEMENT.  


 


13.1         Arbitrable Claims.  All disputes between the Executive (and his
attorneys, successors, and assigns) and the Company (and its trustees,
beneficiaries, officers, directors, managers, affiliates, employees, agents,
successors, attorneys, and assigns) relating in any manner whatsoever to the
employment or termination of the Executive, including, without limitation, all
disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by
binding arbitration as set forth in this Section 13 (the “Mutual
Arbitration Agreement”). 
Arbitrable Claims shall include, but are not limited to, claims for
compensation, claims for breach of any contract or covenant (express or
implied), and tort claims of all kinds, as well as all claims based on any
federal, state, or local law, statute or regulation, but shall not include the
Company’s right to seek injunctive relief as provided in Section 15.  Arbitration shall be final and binding upon
the Parties and shall be the exclusive remedy for all Arbitrable Claims.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO
TRIAL BY JUDGE


 


18

















 


OR JURY
IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 13.4.


 


13.2         Procedure.  Arbitration of Arbitrable Claims shall be in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, as amended, and as augmented in this Agreement.  Either Party may bring an action in court to
compel arbitration under this Agreement and to enforce an arbitration
award.  Otherwise, neither Party shall
initiate or prosecute any lawsuit, appeal or administrative action in any way
related to an Arbitrable Claim.  The
initiating Party must file and serve an arbitration claim within sixty (60)
days of learning the facts giving rise to the alleged claim.  All arbitration hearings under this
Agreement shall be conducted in Las Vegas, Nevada.  The Federal Arbitration Act shall govern the interpretation and
enforcement of this Agreement.  The fees
of the arbitrator shall be divided equally between both Parties.


 


13.3         Confidentiality.  All proceedings and all documents prepared
in connection with any Arbitrable Claim shall be confidential and, unless
otherwise required by law, the subject matter and content thereof shall not be
disclosed to any Person other than the parties to the proceedings, their
counsel, witnesses and experts, the arbitrator and, if involved, the court and
court staff.


 


13.4         Applicability.  This Section 13 shall apply to all
disputes under this Agreement other than disputes relating to the enforcement
of the Company’s rights under Sections 11 and 12 of this Agreement.


 


13.5         Acknowledgements.  The Executive acknowledges that he:


 


(a)                                  has
carefully read this Section 13;


 


(b)                                 understands
its terms and conditions; and


 


(c)                                  has
entered into this Mutual Arbitration Agreement voluntarily and not in reliance
on any promises or representations made by the Company other than those
contained in this Mutual Arbitration Agreement.


 


14.           NOTICES.  All notices, demands and requests required
or permitted to be given to either Party under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or
sent by certified or registered mail, postage prepaid, return receipt
requested, duly addressed to the Party concerned at the address indicated below
or to such changed address as such Party may subsequently give notice of:


 


	
  If to the
  Company:

  	
   

  	
  Station Casinos,
  Inc.

  
	
   

  	
   

  	
  2411 West Sahara
  Avenue

  
	
   

  	
   

  	
  Las Vegas,
  NV  89102

  
	
   

  	
   

  	
  Attn:  Scott M Nielson

  



 


19

















 


	
  With a copy to:

  	
   

  	
  Milbank, Tweed,
  Hadley & McCloy

  
	
   

  	
   

  	
  601 South
  Figueroa Street, 30th Floor

  
	
   

  	
   

  	
  Los Angeles,
  CA  90017

  
	
   

  	
   

  	
  Attn: 
  Kenneth J. Baronsky

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the
  Executive:

  	
   

  	
  William W.
  Warner

  
	
   

  	
   

  	
  1001 Moon Valley
  Place

  
	
   

  	
   

  	
  Las Vegas, NV 
  89134

  



 


15.           RIGHT TO SEEK INJUNCTIVE RELIEF.   The
Executive acknowledges that a violation on his part of any of the covenants
contained in Sections 11 and 12 would cause immeasurable and irreparable
damage to the Company.  The Executive
accordingly agrees and hereby grants his consent that, without limiting the
remedies available to the Company, any actual or threatened violation of such
covenants may be enforced by injunctive relief or by other equitable remedies
issued or ordered by any court of competent jurisdiction.


 


16.           EMPLOYEE
BENEFIT PLAN DOCUMENTS. 
In the event that any terms and provisions of this Agreement conflict
with the terms and provisions of any employee benefit plan document, the terms
and provisions of this Agreement shall govern, and the Company shall take any
and all actions that may be necessary, including amendment of any plan
document, to effect the provision of benefits expressly provided upon
termination of the Executive’s employment pursuant to Sections 6 and 7.


 


17.           BENEFICIARIES/REFERENCES.  The Executive shall be entitled to select a
beneficiary or beneficiaries to receive any compensation or benefit payable
hereunder following the Executive’s death, and may change such election, by
giving the Company written notice thereof. 
In the event of the Executive’s death or a judicial determination of his
incompetence, reference in this Agreement to the Executive shall be deemed,
where appropriate, to refer to his beneficiaries, estate or other legal
representative.


 


18.           SURVIVORSHIP.  The respective rights and obligations of the
Parties hereunder shall survive the expiration or earlier termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.  The provisions of this
Section 18 are in addition to the survivorship provisions of any other
section of this Agreement.


 


19.           REPRESENTATIONS
AND WARRANTIES.  Each
Party represents and warrants that he or it is fully authorized and empowered
to enter into this Agreement and that the performance of his or its obligations
under this Agreement will not violate any Agreement between that Party and any
other Person.


 


20.           ENTIRE
AGREEMENT.  This
Agreement contains the entire agreement between the Parties concerning the
subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, express or
implied, between the Parties with respect hereto.  No representations, inducements, promises or agreements not
embodied herein shall be of any force or effect.


 


20

















 


21.           ASSIGNABILITY;
BINDING NATURE.  This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors, heirs and assigns; provided, however,
that no rights or obligations of the Executive under this Agreement may be
assigned or transferred by the Executive, 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; and provided, further,
that no rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company, except that such rights or obligations
may be assigned or transferred pursuant to a merger or consolidation in which
the Company is not the continuing entity, or the sale or liquidation of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities, obligations
and duties of the Company under this Agreement, either contractually or as a
matter of law.


 


22.           AMENDMENT
OR WAIVER.  No provision
in this Agreement may be amended or waived unless such amendment or waiver is
agreed to in writing, signed by both Parties. 
No waiver by one Party of any breach by the other Party of any condition
or provision of this Agreement to be performed by such other Party shall be
deemed a waiver of a similar or dissimilar condition or provision at the same
or any prior or subsequent time.  No
failure of the Company to exercise any power given it hereunder or to insist
upon strict compliance by the Executive with any obligation hereunder, and no
custom or practice at variance with the terms hereof, shall constitute a waiver
of the right of the Company to demand strict compliance with the terms hereof.


 


23.           SEVERABILITY.  In the event that any provision or portion
of this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.


 


24.           GOVERNING
LAW.  This Agreement
shall be governed by and construed and interpreted in accordance with the laws
of the State of Nevada without reference to the principles of conflict of laws
thereof.  In the event of any dispute or
controversy arising out of or relating to this Agreement that is not an
arbitrable claim, the Parties mutually and irrevocably consent to, and waive
any objection to, the exclusive jurisdiction of any court of competent jurisdiction
in Clark County, Nevada, to resolve such dispute or controversy.


 


25.           HEADINGS.  The headings of the sections and subsections
contained in this agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any provision of this
Agreement.


 


26.           COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement with the same effect as if all Parties had
signed the same signature page.  Any
signature page of this Agreement may be detached from any counterpart of this
Agreement and reattached to any other counterpart of this Agreement identical
in form hereto but having attached to it one or more additional signature
pages.


 


21

















 


27.           ACKNOWLEDGEMENT.  The Executive represents and acknowledges
the following: 


 


(a)                                  he
has carefully read this Agreement in its entirety;


 


(b)                                 he
understands the terms and conditions contained herein;


 


(c)                                  he
has had the opportunity to review this Agreement with legal counsel of his own
choosing and has not relied on any statements made by the Company or its legal
counsel as to the meaning of any term or condition contained herein or in
deciding whether to enter into this Agreement; and


 


(d)                                 he
is entering into this Agreement knowingly and voluntarily.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written
above.


 


 


	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM W. WARNER

  
				



 


22

















 


EXHIBIT “A”


 


GENERAL RELEASE AND COVENANT NOT TO SUE


 


This
GENERAL
RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and
delivered by WILLIAM W. WARNER (the “Executive”) to STATION CASINOS, INC., a
Nevada corporation (the “Company”).


 


In
consideration of the agreement by the Company to provide the separation
payments and benefits in Section 6 and Section 7 of the
Employment Agreement between the Executive and the Company, dated as of May 20,
2003 (the “Employment Agreement”), and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Executive hereby agrees as follows:


 


1.             RELEASE AND COVENANT.  THE EXECUTIVE,
OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY
AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND
PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS,
ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS,
PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
“RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF
THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION,
SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS
DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS
HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER
ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND THE CESSATION OF SAID
EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE
CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT
PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL
LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT
RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES
ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL,
STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT
LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF
HIS EMPLOYMENT WITH THE COMPANY.


 


2.             DUE CARE.  THE EXECUTIVE ACKNOWLEDGES THAT HE HAS
RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED
HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS


 

















 


RELEASE FOR TWENTY-ONE (21) DAYS PRIOR TO ITS
EXECUTION.  THE EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR
TO EXECUTING THIS RELEASE.  THE
EXECUTIVE ENTERS INTO THIS RELEASE HAVING FREELY AND KNOWINGLY ELECTED, AFTER DUE
CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH
HEREIN.  THIS RELEASE SHALL BE REVOCABLE
BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND
SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN
(7) DAY PERIOD.  IN THE EVENT OF SUCH A
REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS
RELEASE SET FORTH ABOVE.


 


3.             RELIANCE BY THE
EXECUTIVE. 
THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS
RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF
ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT
AS SET FORTH IN THIS RELEASE.


 


4.             MISCELLANEOUS.  THE EXECUTIVE SHALL NOT DISCLOSE THE EXISTENCE
OR CONTENTS OF THIS RELEASE TO ANYONE OTHER THAN HIS IMMEDIATE FAMILY,
ACCOUNTANTS OR ATTORNEYS, AND THE EXECUTIVE SHALL INSTRUCT SUCH THIRD PARTIES
NOT TO DISCLOSE THE SAME.  THIS RELEASE
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.  IF ANY PROVISION OF THIS
RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING
PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD
NOT BEEN INCLUDED.


 


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This
GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and
delivered to the Company
on                                                  


 


 


	
  “Executive”

  
	
   

  
	
   

  
	
   

  	
   

  
	
  WILLIAM W. WARNER

  



 


 


	
  STATE OF
                             

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY
  OF                         

  	
  )

  



 


On this
                 
day of
                         ,
           , before me,
a Notary Public of the State
of                        ,
personally appeared
                           ,
to me known and known to me to be the person described and who executed the
foregoing release and did then and there acknowledge to me that he voluntarily
executed the same.


 


 


	
   

  	
   

  
	
  NOTARY PUBLIC

  



 


[Not to be signed or notarized upon
execution of Employment Agreement]


 


ii