Attached files

file filename
EX-10.7 - AMENDMENT TO MGM RESORTS INT'L STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex107.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - MGM Resorts Internationaldex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - MGM Resorts Internationaldex312.htm
EX-10.5 - MGM RESORTS INT'L TIME- AND PRICE-VESTING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex105.htm
EX-10.6 - MGM RESORTS INT'L TIME- AND PRICE-VESTING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex106.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - MGM Resorts Internationaldex311.htm
EX-10.8 - MGM RESORTS INT'L AMENDED & RESTATED FREESTANDING STOCK APPRECIATION RIGHT AGMT - MGM Resorts Internationaldex108.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - MGM Resorts Internationaldex322.htm
EX-10.2 - LAND CONCESSION AGREEMENT - MGM Resorts Internationaldex102.htm
EX-10.9 - MGM RESORTS INT'L AMENDED & RESTATED RESTRICTED STOCK UNITS AGREEMENT - MGM Resorts Internationaldex109.htm
EX-10.3 - CREDIT FACILITY AGREEMENT - MGM Resorts Internationaldex103.htm
EX-10.4 - MGM RESORTS INTERNATIONAL TIME-VESTING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex104.htm
EX-10.20 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1020.htm
EX-10.10 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1010.htm
EX-10.17 - AMENDMENT TO MGM RESORTS INT'L NONQUALIFIED STOCK OPTION AGREEMENTS - MGM Resorts Internationaldex1017.htm
EX-10.26 - AMENDMENT TO MGM RESORTS INT'L NONQUALIFIED STOCK OPTION AGREEMENTS - MGM Resorts Internationaldex1026.htm
EX-10.12 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1012.htm
EX-10.13 - AMENDMENT TO MGM RESORTS INT'L RESTRICTED STOCK UNITS AGREEMENTS - MGM Resorts Internationaldex1013.htm
EX-10.23 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1023.htm
EX-10.15 - AMENDMENT TO MGM RESORTS INT'L RESTRICTED STOCK UNITS AGREEMENT - MGM Resorts Internationaldex1015.htm
EX-10.25 - AMENDMENT TO MGM RESORTS INT'L RESTRICTED STOCK UNITS AGREEMENTS - MGM Resorts Internationaldex1025.htm
EX-10.21 - AMENDMENT TO MGM RESORTS INT'L RESTRICTED STOCK UNITS AGREEMENT - MGM Resorts Internationaldex1021.htm
EX-10.22 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1022.htm
EX-10.27 - AMENDMENT NO. 2 TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT - MGM Resorts Internationaldex1027.htm
EX-10.24 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT - MGM Resorts Internationaldex1024.htm
EX-10.14 - AMENDMENT TO MGM RESORTS INT'L NONQUALIFIED STOCK OPTION AGREEMENTS - MGM Resorts Internationaldex1014.htm
EX-10.11 - AMENDMENT TO MGM RESORTS INT'L NONQUALIFIED STOCK OPTION AGREEMENTS - MGM Resorts Internationaldex1011.htm
EX-10.16 - AMENDMENT TO MGM RESORTS INT'L FREESTANDING STOCK APPRECIATON RIGHT AGREEMENTS - MGM Resorts Internationaldex1016.htm
10-Q - FORM 10-Q - MGM Resorts Internationald10q.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY - MGM Resorts Internationaldex31.htm
EX-10.18 - MGM RESORTS INT'L AMENDED & RESTATED FREESTANDING STOCK APPRECIATION RIGHT AGMT - MGM Resorts Internationaldex1018.htm

EXHIBIT 10.19

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION

AGREEMENTS

This Amendment (this “Amendment”) is made and entered into as of June 30, 2011, between Corey Sanders (the “Employee”) and MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”).

WHEREAS, on (i) February 27, 2003 the Company granted a Nonqualified Option (as defined in the February 27, 2003 Option Agreement (as defined below)) to the Employee under the Company’s 1997 Nonqualified Stock Option Plan (the “1997 Incentive Plan”) and a Nonqualified Stock Option Agreement (the “February 27, 2003 Option Agreement”) and (ii) May 3, 2005 the Company granted a Nonqualified Option (as defined in the May 3, 2005 Option Agreement (as defined below)) to the Employee under the Company’s 2005 Omnibus Incentive Plan (the “2005 Incentive Plan”) and a Nonqualified Stock Option Agreement (Five Year Vesting) (the “May 3, 2005 Option Agreement,” and together with the February 27, 2003 Option Agreement, collectively, the “Option Agreements”);

WHEREAS, on the date of grant of each of the Nonqualified Options, the Employee had previously entered into that certain Employment Agreement entered into as of June 1, 2002, by and between MGM Grand Hotel and the Employee (the “Employment Agreement”) which contained certain terms relating to stock options;

WHEREAS, the Company has determined that the Option Agreements did not reflect the Company’s intent with respect to the treatment of the Nonqualified Options upon certain terminations of employment of the Employee; and

WHEREAS, the Company and the Employee desire to modify the terms of the Nonqualified Options by amending the Option Agreements;

NOW THEREFORE, the Company hereby amends the Option Agreements as follows:

1. A new Section shall be added to the Option Agreements as the last Section of the Option Agreements which shall read as follows:

Other Vesting; Additional Exercise Period. Notwithstanding anything to the contrary contained in this Agreement, the Employment Agreement entered into as of June 1, 2002, by and between MGM Grand Hotel and the Participant (the “Employment Agreement”) or otherwise, with respect to any continued vesting and exerciseability of the Nonqualified Option which the Participant may be eligible to receive under Section 10 of the Employment Agreement that is determined, in whole or in part, by reference to a period of inactive status (including, without limitation, during the term of an expired or superseded agreement, as applicable), the continued vesting and exercise period shall be determined, in whole or in part, as applicable, by reference to a period of inactive status,

 


if any, as provided under the Participant’s employment agreement with the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) in effect as of the applicable date of determination; provided, that such period shall in no event exceed the term of the Nonqualified Option as set forth in Section 3(a) of this Agreement.”

2. Except as specifically amended hereby, the Option Agreements shall remain in full force and effect as originally executed.

3. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

2


IN WITNESS WHEREOF, this Amendment to MGM Mirage Nonqualified Stock Option Agreements is hereby executed in Las Vegas, Nevada to be effective as of the date set forth above.

 

MGM RESORTS INTERNATIONAL
  By:   /s/ John M. McManus
    Name:    John M. McManus
    Title:   Executive Vice President,
      General Counsel & Secretary

 

AMENDMENT TO COREY SANDERS NQ OPTION AGREEMENTS COVERING FEBRUARY 27, 2003 AND MAY 3, 2005 NONQUALIFIED

STOCK OPTION GRANTS


IN WITNESS WHEREOF, this Amendment to MGM Mirage Nonqualified Stock Option Agreements is hereby executed in Las Vegas, Nevada to be effective as of the date set forth above.

 

/s/ Corey Sanders
Corey Sanders

 

AMENDMENT TO COREY SANDERS NQ OPTION AGREEMENTS COVERING FEBRUARY 27, 2003 AND MAY 3, 2005 NONQUALIFIED

STOCK OPTION GRANTS