Exhibit 10.1
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EMPLOYMENT AGREEMENT
("Agreement")
- by and between -
WORLDWIDE WYNN, LLC
("Employer")
- and -
JACK B. BINION
("Employee")
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DATED: as of July 27, 2006
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 27th day of July, 2006, by and between WORLDWIDE WYNN, LLC ("Employer")
and JACK B. BINION ("Employee").
W I T N E S S E T H:
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WHEREAS, Employer is a limited liability corporation duly organized
and existing under the laws of the State of Nevada and is engaged in the
business of furnishing management personnel to affiliated casino resort
enterprises outside the United States; and,
WHEREAS, in furtherance of its business, Employer has need of
qualified, experienced executive management; and,
WHEREAS, Wynn International Marketing, Ltd. ("WIM"), is an Affiliate
of Employer, providing marketing and operational support and services to, among
other non-U.S. Affiliates, Wynn Resorts, Macau, SA; and,
WHEREAS, Employee has represented to Employer that Employee is not
subject to any agreement affecting his right to provide services, other than
that certain Non-Competition and Non-Disclosure Agreement between Employee and
Harrah's Entertainment, Inc. and that certain License and Cooperation Agreement
between Employee and Horseshoe Gaming Holding Corp., each dated as of July 1,
2004, copies of which have been provided to Employer (collectively, the
"Existing Agreements"); and
WHEREAS, the parties agree that the services to be provided hereunder
are intended not to contravene the Existing Agreements; and
WHEREAS, Employee is an adult individual with an address c/o Blizzard
Asset Management, 9921 Covington Cross Drive, Las Vegas, NV 89144; and
WHEREAS, Employer is willing to employ Employee, and Employee is
desirous of accepting employment from Employer under the terms and pursuant to
the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing recitals,
and in consideration of the mutual covenants, agreements, understandings,
undertakings, representations, warranties and promises hereinafter set forth,
and intending to be legally bound thereby, Employer and Employee hereby
covenant and agree as follows:
1. DEFINITIONS. As used in this Agreement, the words and terms
hereinafter defined have the respective meanings ascribed to them herein,
unless a different meaning clearly appears from the context:
(a) "Affiliate" - means with respect to a specified Person,
any other Person who or which is (i) directly or indirectly
controlling, controlled by or under common control with the specified
Person, or (ii) any member, director, officer or manager of the
specified Person. For purposes of this definition, only, "control",
"controlling", and "controlled" mean the right to exercise, directly
or indirectly, more than fifty percent (50%) of the voting power of
the stockholders, members or owners and, with respect to any
individual, partnership, trust or other entity or association, the
possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of the controlled entity.
(b) "Anniversary" - means each anniversary date of the
Effective Date during the Term of this Agreement (as defined in
Section 5 hereof).
(c) "Confidential Information" - means any information that
is possessed or developed by or for Employer or its Affiliate and
which relates to the Employer's or Affiliate's existing or potential
business or technology, which is not generally known to the public or
to persons engaged in business similar to that conducted or
contemplated by Employer or Affiliate or by Employee prior to entering
into this Agreement or which thereafter is developed independently by
him, or which Employer or Affiliate seeks to protect from disclosure
to its existing or potential competitors or others, and includes
without limitation know how, business and technical plans, strategies,
existing and proposed bids, costs, technical developments, purchasing
history, existing and proposed research projects, copyrights,
inventions, patents, intellectual property, data, process, process
parameters, methods, practices, products, product design information,
research and development data, financial records, operational manuals,
pricing and price lists, computer programs and information stored or
developed for use in or with computers, customer information, customer
lists, supplier lists, marketing plans, financial information,
financial or business projections, and all other compilations of
information which relate to the business of Employer or Affiliates,
and any other proprietary material of Employer or Affiliate, which
have not been released to the general public. Confidential Information
also includes information received by Employer or any of its
Affiliates from others that the Employer or Affiliate has an
obligation to treat as confidential.
(d) "Effective Date" - means July 27, 2006.
(e) "Macau" - means Macau, Special Administrative Region,
China.
(f) "Trade Secrets" - means unpublished inventions or works
of authorship, as well as all information possessed by or developed by
or for Employer or its Affiliate, including without limitation any
formula, pattern, compilation, program device, method, technique,
product, system, process, design, prototype, procedure, computer
programming or code that (i) derives independent economic value,
actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by the public or other persons
who can obtain economic value from its disclosure or use; and (ii) is
the subject of efforts that are reasonable to maintain its secrecy.
(g) "Work of Authorship" - means any computer program, code
or system as well as any literary, pictorial, sculptural, graphic or
audio visual work, whether published or unpublished, and whether
copyrightable or not, in whatever form and jointly with others that
(i) relates to any of Employer's or its Affiliate's existing or
potential products, practices, processes, formulations, manufacturing,
engineering, research, equipment, applications or other business or
technical activities or investigations; or (ii) relates to ideas, work
or investigations conceived or carried on by Employer or its Affiliate
or by Employee in connection with or because of performing services
for Employer or its Affiliate.
2. EMPLOYMENT AGREEMENT. Subject to the terms and pursuant to the
conditions hereinafter set forth, Employer hereby employs Employee during the
Term hereinafter specified to serve in an executive capacity, under a title and
with such duties not inconsistent with those set forth in Section 3 of this
Agreement. It is understood and agreed that all of Employee's services shall be
rendered in connection with gaming business operated outside of the United
States.
3. DUTIES OF EMPLOYEE. Employee shall perform the duties of Chairman
of WIM, with overall responsibility for all operational activities of Wynn
Macau, and such other duties in the Macau region as shall reasonably be
assigned by Employer. The foregoing notwithstanding, Employee shall devote such
time to Employer's other Affiliates in operations outside of the United States
as may be required by Employer, provided such duties are not inconsistent with
Employee's primary duties to Employer hereunder.
Employee's normal working days shall not exceed six (6) days per calendar week.
Employee's working hours shall be flexible, meaning that Employee shall be
required to work such number of hours as shall be required to fully carry out
Employee's duties and responsibilities under this Agreement. Employee
acknowledges and expressly agrees that such working hours were considered in
the negotiations between Employer and Employee concerning the Base Salary set
forth in Section 7(a) of this Employment Agreement. Employee further
acknowledges and expressly agrees that, notwithstanding the other items of
compensation set forth in this Employment Agreement, the Base Salary set forth
in Section 7(a) provides full and adequate
compensation for all of the hours Employee shall be required to work to fully
carry out Employee's duties and responsibilities under this Employment
Agreement.
4. ACCEPTANCE OF EMPLOYMENT. Employee hereby accepts the employment
set forth hereunder, under the terms and pursuant to the conditions set forth
in this Agreement. Employee hereby covenants and agrees that, during the Term
of this Agreement, Employee will devote such of his normal and customary
working time to the performance of Employee's duties under this Agreement as
Employer believes is reasonably necessary to fulfill Employee's duties
described in Section 3.
5. TERM. Unless sooner terminated as provided in this Agreement, the
term of this Agreement (the "Term") shall consist of three (3) years commencing
as of the Effective Date of this Agreement and terminating on the third
Anniversary Date of the Effective Date.
6. SPECIAL TERMINATION PROVISIONS. Notwithstanding the provisions of
Section 5 of this Agreement, this Agreement shall terminate upon the occurrence
of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of
the termination of this Agreement for any reason;
(c) the giving of written notice (at least 60 days prior to
the date of termination) from Employee to Employer for any reason;
provided, however, Employee agrees to provide reasonable transition
services for a period of 60 days after he delivers a notice of
termination to Employer; and provided, further, that upon termination
by Employee hereunder, the provisions of Section 10(b) of this
Agreement shall apply for a period of 12 months after the termination
date of this Agreement.
Upon termination of this Agreement, Employer shall not be required to make any
payments to Employee other than payment of Base Salary and vacation pay accrued
but unpaid through the termination date.
7. COMPENSATION TO EMPLOYEE. For and in complete consideration of
Employee's performance of Employee's duties under this Agreement, Employer
hereby covenants and agrees to pay to Employee, and Employee hereby covenants
and agrees to accept from Employer, the following items of compensation:
(a) BASE SALARY. Employer hereby covenants and agrees to pay
to Employee, and Employee hereby covenants and agrees to accept from
Employer, a base salary at the rate of One Million Five Hundred
Thousand Dollars ($1,500,000) per annum, payable in such weekly,
bi-weekly or semi-monthly installments as shall be convenient to
Employer (the
"Base Salary"). Employee's Base Salary shall be exclusive of and in
addition to any other benefits which Employer, in its sole discretion,
may make available to Employee, including, but not limited to, those
benefits described in Subsections 7(b) through (i) of this Agreement.
(b) BONUS COMPENSATION. Employee also will be eligible to
receive a bonus at such times and in such amounts as Employer's Board
of Directors, in its sole and exclusive discretion, may determine,
until such time as the Board may adopt a performance-based bonus plan,
and thereafter in accordance with such plan. Commencing in 2007,
Employee shall be included in the 162(m) bonus plan for Wynn Resorts,
Limited. Nothing in this Agreement shall limit the Board's discretion
to adopt, amend or terminate any performance-based bonus plan at any
time.
(c) EQUITY GRANT. Management of the Employer shall recommend
to the Compensation Committee of the Board of Directors of Wynn
Resorts, Limited the following: (i) that Employee be granted 500,000
shares of restricted stock of Wynn Resorts, Limited common stock
pursuant to the Wynn Resorts, Limited 2002 Stock Incentive Plan and
(ii) that such grant of restricted stock vest 50% on the second
anniversary of the Effective Date and 4.166% for each month after the
second anniversary of the Effective Date in which Employee continues
to remain employed (for a total of an additional 50% on the third
anniversary of the grant date). Upon approval of the grant by the
Compensation Committee, the Employee and Wynn Resorts, Limited will
enter into a separate restricted stock agreement incorporating such
terms and conditions.
(d) HOTEL ACCOMODATIONS. During the Term of this Agreement,
Employee shall be provided room accommodations and food and beverage
privileges at the Wynn Macau.
(e) EMPLOYEE BENEFIT PLANS. Employer hereby covenants and
agrees that it shall include Employee, if otherwise eligible, in any
profit sharing plan, executive stock option plan, pension plan,
retirement plan, disability or life insurance plan, medical and/or
hospitalization plan, and/or any and all other benefit plans which may
be placed in effect by Employer or any of its Affiliates for the
benefit of Employer's executives during the Term. Unless prohibited by
law or the terms of the applicable plan, Employee's eligibility for
medical and/or hospitalization benefits shall commence on the
Effective Date of this Agreement. Nothing in this Agreement shall
limit (i) Employer's ability to exercise the discretion provided to it
under any such benefit plan, or (ii) Employer's or its Affiliates'
discretion to adopt, amend or terminate any such benefit plan.
(f) EXPENSE REIMBURSEMENT. During the Term and provided the
same are authorized by Employer, Employer shall either pay directly or
reimburse Employee for Employee's reasonable expenses incurred for the
benefit of Employer in accordance with Employer's general policy
regarding expense reimbursement, as the same may be amended, modified
or changed from time to time. Prior to reimbursement, Employee shall
provide Employer with sufficient detailed invoices of such expenses as
may be required by Employer's expense reimbursement policy.
(g) CORPORATE AIRCRAFT. Employee shall have the right to the
personal use of Employer's aircraft by Employee and his family.
Employer and Employee shall enter into a separate agreement for such
personal use. All charges for the personal use of the aircraft by
Employee shall be imputed into Employee's income calculated in
accordance with the same method used for other executives with similar
time-sharing agreements. Employer and Employee acknowledge that the
current method for determining the amount of imputed income for the
personal use of the Employer's aircraft is in accordance with the
Standard Industry Fare Level method established by the United States
Internal Revenue Services.
(h) ADDITIONAL TERMS. Employer shall provide Employee with
personal security when Employee is in Macau or as otherwise reasonably
requested. In addition, Employer shall provide Employee with a car and
driver in Macau and such personal assistants as are necessary for the
conduct of his duties.
(i) VACATIONS AND HOLIDAYS. Commencing as of the Effective
Date of this Agreement, Employee shall be entitled to (i) annual paid
vacation leave in accordance with Employer's standard policy, but in
no event less than four (4) weeks each year of the Term, to be taken
at such times as selected by Employee in his discretion and (ii) paid
holidays (or, at Employer's option, an equivalent number of paid days
off) in accordance with Employer's standard policy.
(j) WITHHOLDINGS. All compensation to Employee identified in
this Section 7 shall be subject to applicable withholdings for
federal, state or local income or other taxes, Social Security Tax,
Medicare Tax, State Unemployment Insurance, State Disability
Insurance, voluntary charitable contributions and the like.
8. LICENSING REQUIREMENTS.
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(a) Employer and Employee hereby covenant and agree that this
Agreement may be subject to the approval of one or more gaming
regulatory authorities (the "Gaming Authorities") pursuant to the
provisions of the applicable gaming regulatory statutes and the
regulations promulgated thereunder (the "Gaming Laws"). Employer and
Employee hereby covenant and agree to use their reasonable commercial
best efforts, at Employer's sole cost and expense, to obtain any and
all approvals required by the Gaming Laws.
(b) Employer and Employee hereby covenant and agree that, in
order for Employee to discharge the duties required under this
Agreement, Employee may be required to apply for or hold a license,
registration, permit or other approval as issued by the Gaming
Authorities pursuant to the terms of the applicable Gaming Laws and as
otherwise required by this Agreement (the "License"). Employee agrees
to apply for any required License.
(c) Employer and Employee hereby covenant and agree that the
provisions of this Section 8 shall apply in the event Employee's
duties require that Employee also be licensed by such relevant
governmental agencies other than the Gaming Authorities.
9. CONFIDENTIALITY. Employee hereby warrants, covenants and agrees
that, without the prior express written approval of Employer or unless required
by law or court order, Employee shall hold in the strictest confidence, and
shall not disclose to any person, firm, corporation or other entity, any and
all of Employer's confidential data, including but not limited to (a)
information, drawings, sketches, plans or other documents concerning Employer's
business or development plans, customers or suppliers or those of Employer's
Affiliates, (b) Employer's or its Affiliates' development, design, construction
or sales and marketing methods or techniques, or (c) Employer's trade secrets
and other "know-how" or information not of a public nature, regardless of how
such information came to the custody of Employee. For purposes of this
Agreement, such confidential information shall include, but not be limited to,
information, including a formula, pattern, compilation, program, device,
method, technique or process, that (i) derives independent economic value,
present or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. The warranty,
covenant and agreement set forth in this Section 9 shall not expire, shall
survive this Agreement and shall be binding upon Employee without regard to the
passage of time or other events. Employer acknowledges Employee's many years of
prior experience in the hotel, hotel/casino, gaming and gambling business and
agree that none of Employee's individual knowledge shall be deemed the property
of Employer and nothing in this Agreement shall be construed to prevent or
limit Employee's full utilization in the future of the knowledge, expertise and
experience he has developed or information he has acquired either before or
after the date
of this Agreement except as expressly provided in Section 4 of this Agreement
and in this Section 9.
10. RESTRICTIVE COVENANT/NO SOLICITATION.
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(a) Employee hereby covenants and agrees that, during the
Term, Employee shall not directly or indirectly, either as a
principal, agent, employee, employer, consultant, partner, member or
manager of a limited liability company, shareholder of a closely held
corporation, or shareholder in excess of two percent (2%) of a
publicly traded corporation, corporate officer or director, or in any
other individual or representative capacity, provide executive
services of an operational nature to any casino, hotel/casino or other
similar gaming or gambling operation conducted in Macau and not owned
by Employer or any of Employer's Affiliates that is a "Competitive
Business" with Employer; provided that the parties agree that only Las
Vegas Sands, or Affiliates, Galaxy Casino, S.A. or Affiliates, MGM
Mirage or Affiliates, Stanley Ho, SJM or Affiliates, and Publishing &
Broadcasting, Limited/Melco or Affiliates conducting business in Macau
shall be deemed a "Competitive Business"; provided further that the
parties agree that the term "Competitive Business" shall not include
internet gaming conducted from Macau, so long as such business does
not result in adverse affect on Employer or any Affiliate from a
regulator to which it is answerable in its operations. Employee hereby
further covenants and agrees that the restrictive covenant contained
in this Section 10 is reasonable as to duration, terms and
geographical area and that the same protects the legitimate interests
of Employer, imposes no undue hardship on Employee, and is not
injurious to the public.
(b) Employee hereby further covenants and agrees that, for
the period described in Subsection 10(a) or 6(c), as applicable,
Employee shall not directly or indirectly solicit or attempt to
solicit for employment, any management level employee of Employer or
Employer's Affiliates who is engaged in the principal business
activity of Employer or Employer's Affiliates, in Macau.
11. REMEDIES. Employee acknowledges that Employer has and will
continue to deliver, provide and expose Employee to certain knowledge,
information, practices, and procedures possessed or developed by or for
Employer at a considerable investment of time and expense, which are protected
as confidential and which are essential for carrying out Employer's business in
a highly competitive market. Employee also acknowledges that Employee will be
exposed to Confidential Information, Trade Secrets, Works of Authorship,
inventions and business relationships possessed or developed by or for Employer
or its Affiliates, and that Employer or its Affiliates would be irreparably
harmed if Employee were to improperly use or disclose such items to
competitors, potential competitors or other parties. Employee further
acknowledges that the protection of Employer's and its Affiliates' customers
and businesses is essential, and understands and agrees that Employer's and its
Affiliates' relationships with its customers and its employees are special and
unique and have
required a considerable investment of time and funds to develop, and that any
loss of or damage to any such relationship will result in irreparable harm.
Consequently, Employee covenants and agrees that any violation by Employee of
Section 9 or 10 shall entitle Employer to immediate injunctive relief in a
court of competent jurisdiction. Employee further agrees that no cause of
action for recovery of materials or for breach of any of Employee's
representations, warranties or covenants shall accrue until Employer or its
Affiliate has actual notice of such breach.
12. INDEMNIFICATION.
(a) Employer agrees to indemnify and hold harmless Employee
to the fullest extent permitted by Nevada law and its governing
documents from and against any and all expenses, judgments, losses,
liabilities, claims, debts, fines and amounts paid in settlement
("Losses") in connection with any threatened, pending or completed
action, suit, claim, demand, investigation or proceeding (a
"Proceeding") in which Employee is involved as a party or otherwise,
or can be threatened to be made a party, by reason of Employee's
employment with Employer, by reason of any action or inaction while
acting in the scope of his employment if he is found not to be liable
or acted in good faith and in a manner he reasonably believed was not
opposed to the best interests of Employer. Expenses indemnified
against hereunder shall include all attorneys' fees, costs and
expenses incurred in connection with any Proceeding. The costs and
expenses incurred in responding to any Proceeding and defending
against the allegations made therein shall be advanced by Employer to
Employee monthly as they accrue. Employee agrees, however, to repay
such advances in respect of which it ultimately shall be determined,
in a court of competent jurisdiction not subject to further appeal,
that Employer is not obligated to indemnify the Employee from
liability pursuant to this Section 12. Notwithstanding anything to the
contrary contained herein, Employer shall not be obligated to
indemnify Employee for any Losses arising out of or relating to the
Existing Agreements.
(b) Promptly after receipt by Employee of the commencement of
or the threat of commencement of any Proceeding, Employee shall, if he
believes that indemnification is due hereunder, notify Employer of
such commencement or threat, but failure to so notify Employer shall
not relieve it from any liability which it may otherwise have on
account of this indemnity provision, unless and only to the extent
that such failure to so notify would result in the forfeiture by the
Employer of any substantive rights or defenses. In case any such
Proceeding is brought against Employee, and he notifies Employer of
the commencement thereof, Employer will be entitled to participate
therein and, to the extent that it may wish, to assume the defense
thereof with counsel reasonably acceptable to Employee (including,
without limitation, the right to settle subject to Subsection (c)
hereof), and after notice from Employer to
Employee of its election so to assume the defense thereof, the
Employer, subject to the succeeding proviso, will not be liable to the
Employee under this Section 12 for any legal or other expenses
subsequently incurred by Employee in connection with the defense
thereof; provided, however, that in the event Employer elects to
assume the defense of Employee in any such Proceeding and retain such
counsel, Employee may retain additional counsel and participate in the
defense, but shall bear the fees and expenses of such counsel unless
(i) Employer shall have specifically authorized the retaining of such
counsel or Employer has failed to assume the defense as provided
above, (ii) Employer is included as a party to such Proceeding and
Employee has received a written opinion of counsel that one or more
legal defenses may be available to him which may not be available to
Employer, it being understood, however, that Employer shall not be
responsible for the expenses of more than one such additional counsel
in connection with any one such Proceeding, (iii) the Proceeding is a
criminal action in which Employee is named as a defendant or any
action seeking injunctive relief against Employee, or (iv) Employer
has settled such Proceeding.
(c) Employer shall not be prohibited from settling any
Proceeding, except that Employee shall not be required in connection
with any such settlement to admit commission of a crime or to consent
to any injunctive relief or forfeiture of or limitations or any gaming
related license. If Employee receives an offer to settle any
Proceeding which Employee informs Employer that he would like to
accept, Employer shall not unreasonably refuse to agree to such
settlement and, if Employer reasonably determines not to agree to such
settlement, Employer shall cooperate in such good faith in negotiation
of a settlement reasonably acceptable to Employer. If Employer
determines to settle any Proceeding, Employer shall pay for all Losses
associated with such settlement, and shall continue, to the extent
applicable, to be responsible to Employee with respect to such
Proceeding in accordance with Subsections (a) and (b) hereof.
(d) The indemnification provisions of this Section 12 are in
addition to any rights Employee may have to indemnification as a
matter of law, in accordance with the terms of Employer's certificate
of incorporation or by-laws, which shall remain in full force and
effect and are not affected by this Agreement. Notice shall be
accompanied by such documentation or information as is necessary for
the determination of entitlement to indemnification.
13. RELEASE. Upon termination of this Agreement by Employee pursuant
to Section 6(c) hereof on or before the second Anniversary of the Effective
Date, Employer shall release Employee from the restrictions of Section 10(a)
hereof, effective on the termination date. Such release shall include all
actions that may have been
taken by Employee at any time during the Term in furtherance of pursuing an
opportunity to conduct casino, hotel/casino or other similar gaming or gambling
operations in Macau and none of such actions benefit shall be deemed to
constitute a violation of a statutory or common law duty of loyalty or
fiduciary duty to Employer.
14. BEST EVIDENCE. This Agreement shall be executed in original and
"Xerox" or photostatic copies and each copy bearing original signatures in ink
shall be deemed an original.
15. SUCCESSION. This Agreement shall be binding upon and inure to the
benefit of Employer and Employee and their respective successors and assigns.
16. ASSIGNMENT. Employee shall not assign this Agreement or delegate
his duties hereunder without the express written prior consent of Employer
thereto. Any purported assignment by Employee in violation of this Section 16
shall be null and void and of no force or effect. Employer shall have the right
to assign this Agreement to any of its Affiliates, provided that this agreement
shall be reassigned to Employer upon a sale of that Affiliate or substantially
all of that Affiliate's assets to an unaffiliated third party.
17. AMENDMENT OR MODIFICATION. This Agreement may not be amended,
modified, changed or altered except by a writing signed by both Employer and
Employee.
18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada without giving effect to
Nevada choice of law principles.
19. NOTICES. Any and all notices required under this Agreement shall
be in writing and shall be either hand-delivered or mailed, certified mail,
return receipt requested, addressed to:
TO EMPLOYER: c/o Wynn Resorts, Limited
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Chairman
WITH A COPY Wynn Resorts, Limited
THAT SHALL NOT BE 3131 Las Vegas Boulevard South
NOTICE TO: Las Vegas, Nevada 89109
Attn: General Counsel
TO EMPLOYEE: Jack B. Binion
9921 Covington Cross Drive
Las Vegas, NV 89144
WITH A COPY THAT Blizzard Asset Management, LLC
SHALL NOT BE NOTICE TO: 9921 Covington Cross Drive
Las Vegas, NV 89144
Attn: Dominic Polizzotto
All notices hand-delivered shall be deemed delivered as of the date actually
delivered. All notices mailed shall be deemed delivered as of three (3)
business days after the date postmarked. Any changes in any of the addresses
listed herein shall be made by notice as provided in this Section 19.
20. INTERPRETATION. The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement; titles of sections are for
convenience only and are not to be considered a part of this Agreement.
21. SEVERABILITY. In the event any one or more provisions of this
Agreement is declared judicially void or otherwise unenforceable, the remainder
of this Agreement shall survive and such provision(s) shall be deemed modified
or amended so as to fulfill the intent of the parties hereto.
22. DISPUTE RESOLUTION. Except for equitable actions seeking to
enforce the covenants in Section 9 or 10 of this Agreement, jurisdiction and
venue for which is hereby granted to the court of general trial jurisdiction in
the State of Nevada, Clark County, any and all claims, disputes, or
controversies arising between the parties regarding any of the terms of this
Agreement or the breach thereof, shall, on the written demand of either of the
parties, be submitted to and be determined by final and binding arbitration
held in the State of Nevada, Clark County accordance with Employer's or
Employer's Affiliate's arbitration policy governing employment disputes. This
agreement to arbitrate shall be specifically enforceable in any court of
competent jurisdiction.
23. WAIVER. None of the terms of this Agreement, including this
Section 23, or any term, right or remedy hereunder shall be deemed waived
unless such waiver is in writing and signed by the party to be charged
therewith and in no event by reason of any failure to assert or delay in
asserting any such term, right or remedy or similar term, right or remedy
hereunder.
24. PAROL. This Agreement constitutes the entire agreement between
Employer and Employee with respect to the subject matter hereto and, except for
any agreement pertaining to the issuance of restricted stock to Employee by
Employer or any of its Affiliates, this Agreement supersedes any prior
understandings, agreements, undertakings or severance policies or plans by and
between Employer or Employer's Affiliates, on the one side, and Employee, on
the other side, with respect to the subject matter hereof or Employee's
employment with Employer or its Affiliates.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the
parties hereto have executed and delivered this Agreement as of the year and
date first above written.
WORLDWIDE WYNN, LLC EMPLOYEE
By: /s/ Stephen A. Wynn /s/ Jack B. Binion
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Stephen A. Wynn Jack B. Binion
Chief Executive Officer