**Exhibit10.14**

 

**FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT**

** **

**THISFIRST AMENDMENT TO EMPLOYMENT AGREEMENT** (this “**First Amendment**”)is made and entered into as of the 13th day of July, 2004, by and between **STATION CASINOS, INC.**, a Nevada corporation, with its principaloffices located at 2411 West Sahara Avenue, Las Vegas, Nevada  89102 (the “**Company**”),and **SCOTT M NIELSON******(the “**Executive**”).

 

**WHEREAS**, the Company and the Executive areparties to an Employment Agreement, dated as of May 20, 2003 (the “**Employment Agreement**”); and

 

**WHEREAS**, the Company and the Executive nowdesire to amend the Employment Agreement as provided herein.

 

**NOW, THEREFORE**, in consideration of the premises and the mutualcovenants contained herein and for other good and valuable consideration, theCompany and the Executive agree to the following:

 

                1.             Subsection 1.18 of theEmployment Agreement is hereby amended in full to read as follows:

 

“1.18       **“RestrictedArea”** shall mean the City of Las Vegas, Nevada, and the area withina twenty-five (25) mile radius of that city; provided, however,that in the event the Executive voluntarily terminates this Agreement pursuantto Subsections 6.3, 7.2 or 7.3, the Restricted Area shall (a) after thefirst twelve months of the Restriction Period, exclude the Las Vegas Strip(which is defined as that area bounded by Paradise Road and straight extensionsthereof on the East, Charleston Boulevard on the North, I-15 on the West, andSunset Road on the South) and (b) after a Change in Control, exclude Downtown LasVegas (which is defined as that area bounded by Eastern Avenue and straightextensions thereof on the East, I-515 (U.S. Highway 93/95) on the North, I-15on the West, and Charleston Boulevard on the South).”

 

                2.             The first sentence of Subsection2.3 of the Employment Agreement is hereby amended to read as follows:

 

                                                                “Duringthe Term of Employment, the Executive shall be employed as Executive VicePresident of Development and Government Relations, or in such other capacity asthe Company may direct, and shall have such responsibilities as the Company maydirect from time to time.”

 

                3.             Capitalized terms not otherwisedefined in this First Amendment shall have the meanings set forth in theEmployment Agreement.

 

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                4.             Except as expressly amended by thisFirst Amendment, all other terms and provisions of the Employment Agreementshall remain unaltered, are hereby reaffirmed, and shall continue in full forceand effect.

 

                5.             This First Amendment may beexecuted in counterparts, each of which shall be deemed an original and all ofwhich shall constitute one and the same document, with the same effect as ifall parties had signed on the same page.

 

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

 

 
|   | **STATION CASINOS, INC.** |
|--------|---------------------------|
|   |                      |   |
|   | By                        |  /s/ Glenn C. Christenson |   |
|   | Name:                     | Glenn C. Christenson |
|   | Title:                    | Executive Vice  President |
|   |                      | Chief Financial Officer |
|   |                      | Chief Administrative  Officer |
|   |                      |   |
|   |                      |   |
|   | /s/ Scott M Nielson       |   |
|   | **SCOTT M NIELSON**       |
|   |                      |   |
|        |                           |  |  |  |

 

 

Executive’sInitials _____

 

Company’s Initials_____

 

 

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