EXHIBIT 10.28
[LETTERHEAD OF MGM GRAND, INC.]
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October 10, 1995
Mr. Ken Rosevear
8407 Turtle Creek Circle
Las Vegas, NV 89113
Dear Ken:
This letter will memorialize the agreement between you and MGM Grand, Inc.
("Company").
1. Commencement Date: November 1, 1995
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2. Position/Title: Senior Vice President - Development
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3. Compensation:
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a) Base: $270,000 per year
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b) Stock Options: 50,000 shares of MGM Grand, Inc.'s common stock pursuant
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to its Non-Qualified Stock Option Plan, and subject to the following
vesting schedule:
End of Year Percent Vesting
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1 0
2 0
3 20
4 20
5 20
6 40
c) Acceleration of Stock Options: If there is a change in control as a
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result of a sale or exchange to a third party of outstanding common
stock (as distinguished from a change in control resulting from the
issuance of treasury shares or from any other transaction) before the
stock options are fully vested, all unvested stock options shall
become fully vested as of the date of such sale or exchange.
d) Additional Compensation: You will be entitled to receive an annual
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bonus, not to exceed 100% of your base compensation, at the sole
discretion of the Company's executive committee.
Mr. Ken Rosevear
October 10, 1995
Page 2
e) Special Compensation: Recognizing that Mr. Rosevear has
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significant experience, knowledge and relationships
relating to the gaming industry in South Africa ("SA"),
and as a result is in a position to provide
opportunities to MGM Grand, Inc. in that country, should
MGM Grand, Inc. elect to enter into project development
in SA, Mr. Rosevear will receive 20% of the resulting net
profit, after all expenses, of any future operational
venture by MGM Grand, Inc. for the duration of the
contracts. Provided, however, that if in the reasonable
judgment of MGM Grand, Inc., Mr. Rosevear's participation
in the net profits would pose a risk to MGM Grand, Inc.
or any of its subsidiaries of the denial, suspension, loss
or forfeiture of any gaming license or other permits
necessary to conduct its business, then Mr. Rosevear shall
not be entitled to any such participation.
f) Taxes: All payments to you under this section will be
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subject to withholding taxes and other tax requirements,
as applicable.
4. Duties and Responsibilities: Those consistent with position/title.
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5. Exclusivity: You agree to devote your full business time to the
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Company, and to render your services solely and exclusively for the
Company and any of its affiliates.
6. Representations and Warranties: You represent and warrant that:
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a) You can and will be unconditionally licensed by all applicable
gaming authorities, and other authorities, including those to
which the Company may become subject in the future.
b) There are no existing conditions which may impair your ability
to perform your duties hereunder.
c) You have the full right to enter into this agreement, and your
entering into this agreement will not violate or conflict with any
arrangements or agreements you have with any other entity.
Mr. Ken Rosevear
October 10, 1995
Page 3
7. Termination Right: Each party shall have the right to terminate this
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agreement and your employment hereunder on thirty (30) days notice without
any further obligations to the other, including, without limitation, any
obligations under Paragraph 3 above.
8. Employee Benefits: You shall be entitled to all the employee benefits that
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are in place at the Company as of the commencement date of this agreement,
subject to change from time to time at the discretion of the Company.
If the foregoing properly reflects your understanding, please so acknowledge by
signing where indicated below.
Sincerely yours,
/s/ J. Terrence Lanni
J. Terrence Lanni
Chairman & CEO
MGM Grand, Inc.
Agreed to and acknowledged:
/s/ Ken Rosevear
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Ken Rosevear
Dated: 10 Oct 1995
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