EXHIBIT 10.23
April 1, 1999
William W. Warner
8504 Estrelita Drive
Las Vegas, NV 89128
RE: LONG-TERM STAY-ON PERFORMANCE INCENTIVE PAYMENT.
Dear Bill:
This letter (the "AGREEMENT") sets forth the 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").
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, 2006.
2. AMOUNT. Subject to the conditions contained herein, the Company will
provide you with a LTSO Payment in the amount of $500,000 as follows:
(a) On April 1, 2003 (the "FIRST AWARD DATE"), you will be paid
one-half 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. 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, 2006 (the "SECOND AWARD DATE"), you will be paid
the second half 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,
2006. 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 Award Date but before the Second
Award Date, you will forfeit any and all eligibility for
remaining payments pursuant to this Agreement.
Long-Term Stay-On Performance Plan
April 1, 1999
Page 2
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3. EMPLOYMENT AGREEMENT. The LTSO Payment is conditioned upon your signing
an employment agreement with the Company, which shall be dated as of
December 1, 1999 (the "EMPLOYMENT AGREEMENT"). If prior to the First
Award Date or the Second Award Date, you breach any term of the
Employment Agreement, you will forfeit any and all rights to any and
all 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 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 none of your
rights or obligations 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: /s/ GLENN C. CHRISTENSON
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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:
/s/ WILLIAM W. WARNER
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William W. Warner