EXHIBIT 10(34)
As of April 1, 1998
Mr. J. Xxxxxxxx Xxxxx
Chairman and Chief Executive Officer
MGM Grand, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Dear Xxxxx:
This letter will amend the agreement between you and MGM Grand, Inc. ("MGMG")
dated April 13, 1995 (the "Agreement").
1. The Agreement shall terminate on April 1, 2000.
2. Paragraph 7 of the Agreement is hereby deleted. This amendment is intended
to memorialize our agreement that both you and MGMG have waived your option
to terminate the Agreement on thirty (30) days notice.
3. Paragraph 3(B) of the Agreement is hereby amended to change the vesting
schedule on the stock options granted to you under the Agreement to provide
that all unvested stock options will vest on April 1, 1999, assuming you
are employed by MGMG on that date, provided however, that if you are
terminated prior to April 2, 1999 without cause or terminate the Agreement
with cause, all such options shall vest immediately.
4. Paragraph 8A of the Agreement is hereby modified to provide that the Number
of Months Base Compensation (payout period) shall be the period from the
date of termination through and including March 31, 2000.
5. You agree that if for any reason your employment is terminated prior to
April 1, 2000, you will not, from the date of termination, through April 1,
2000 (the "Restricted Period"), engage in any activities which are in
competition with the business or reasonably anticipated business of MGMG.
While you could own under 5% of the stock of any publicly held company
which is in competition with MGMG without violating this Section 3, you
could not, during the Restricted Period, serve as an officer of director
of, consultant to, or otherwise have any active involvement in the
operations of any person or entity which is in competition with MGMG's
business or reasonably anticipated business. Because of the unique nature
of your services, MGMG will be entitled to injunctive relief to enforce
this Section 5.
Mr. J. Xxxxxxxx Xxxxx
As of April 1, 1998
Page 2
6. Except as expressly modified by this letter, the Agreement is hereby
reaffirmed.
Sincerely,
MGM GRAND, INC.
By: /s/ Xxxxx Xxxxxxxx
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AGREED TO AND ACKNOWLEDGED:
/s/ J. Xxxxxxxx Xxxxx
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J. Xxxxxxxx Xxxxx
Dated: 4/1/98
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