0001193125-11-214750 Sample Contracts

MGM MIRAGE TIME- AND PRICE-VESTING STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels • Nevada

THIS TIME- AND PRICE-VESTING STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made effective as of April 6, 2009 (the “Grant Date”), between MGM MIRAGE, a Delaware corporation (the “Company,” “Employer,” “we,” or “us”), and James J. Murren (“Employee” or “you”).

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AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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”).

MGM RESORTS INTERNATIONAL AMENDED AND RESTATED FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
MGM Resorts International • August 9th, 2011 • Hotels & motels • Nevada

This Agreement (this “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and Robert H. Baldwin (the “Participant”) as of December 13, 2010, and amended and restated as of April 8, 2011.

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENTS
Right Agreements • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

MGM RESORTS INTERNATIONAL AMENDED AND RESTATED FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
MGM Resorts International • August 9th, 2011 • Hotels & motels • Nevada

This Agreement (this “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and James J. Murren (the “Participant”) as of October 4, 2010, and amended and restated as of April 8, 2011.

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION AGREEMENTS
Mirage Nonqualified Stock Option • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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”).

MGM RESORTS INTERNATIONAL AMENDED AND RESTATED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels • Nevada

This Agreement (this “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and James J. Murren (the “Participant”) as of October 4, 2010, and amended and restated as of April 8, 2011.

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION AGREEMENTS
Mirage Nonqualified Stock Option • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE RESTRICTED STOCK UNITS AGREEMENTS
Amendment • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE RESTRICTED STOCK UNITS AGREEMENT
Mirage Restricted Stock Units • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT NO. 2 TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT
Joint Venture Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels • Illinois

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into as of May 13, 2011, by and between NEVADA LANDING PARTNERSHIP, an Illinois general partnership (the “Nevada Group”), and RBG, L.P., an Illinois limited partnership (the “Illinois Group”).

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION AGREEMENTS
Mirage Nonqualified Stock Option • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT
Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION AGREEMENTS
Mirage Nonqualified Stock Option • August 9th, 2011 • MGM Resorts International • Hotels & motels

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”).

AMENDMENT TO MGM MIRAGE RESTRICTED STOCK UNITS AGREEMENT
Mirage Restricted Stock Units • August 9th, 2011 • MGM Resorts International • Hotels & motels

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”).

AMENDMENT TO MGM MIRAGE RESTRICTED STOCK UNITS AGREEMENTS
Agreements • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

MGM MIRAGE TIME-VESTING STOCK APPRECIATION RIGHT AGREEMENT
Vesting Stock Appreciation Right Agreement • August 9th, 2011 • MGM Resorts International • Hotels & motels • Nevada

THIS TIME-VESTING STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made effective as of April 6, 2009 (the “Grant Date”), between MGM MIRAGE, a Delaware corporation (the “Company,” “Employer,” “we,” or “us”), and James J. Murren (“Employee” or “you”).

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AMENDMENT TO MGM MIRAGE STOCK APPRECIATION RIGHT AGREEMENT
Mirage Stock Appreciation Right • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

AMENDMENT TO MGM MIRAGE NONQUALIFIED STOCK OPTION AGREEMENTS
Mirage Nonqualified Stock Option • August 9th, 2011 • MGM Resorts International • Hotels & motels

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

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