Employment Agreement - MGM Grand Inc. and Daniel M. Wade


                             EMPLOYMENT AGREEMENT


    This Employment Agreement ("Agreement") is entered into as of June 1, 2000,
by and between MGM GRAND, INC., a Delaware corporation ("Employer"), and Daniel
M. Wade, ("Employee").

1. Employment. Employer hereby employs Employee, and Employee hereby accepts
   ----------                                                                
   employment by Employer, as Co-Chief Executive Officer (which titles may be
   changed (but not to a lower status) by Employer in its sole discretion) to
   perform such executive, managerial or administrative duties as Employer may
   specify from time to time. In construing the provisions of this Agreement,
   Employer shall include all of Employer's subsidiary, parent and affiliated
   corporations and entities. During the Specified Term, Employer agrees to take
   all steps necessary to include Employee as a member of management's slate of
   nominees for election as a member of Employer's Board of Directors and to
   maintain Employee's position as a member of the Executive Committee. During
   the Specified Term, Employee shall report directly to the Chairman of the
   Board of Directors of Employer.

2. Term. This Agreement shall commence on June 1, 2000 (the "Commencement
   ----                                                                   
   Date"), and continue through and including June 1, 2004 (the "Specified
   Term").

3. Compensation. Employee shall receive a minimum annual salary of $800,000,
   ------------                                                              
   commencing on the Commencement Date. Employee shall also be eligible to
   receive fringe benefits commensurate with Employer's other employees in
   comparable executive positions, and reimbursement for all reasonable business
   and travel expenses incurred by Employer in performing the duties hereunder,
   payable in accordance with Employer's customary practices. Employee's
   performance may be reviewed periodically. Employee is eligible for
   consideration for a discretionary raise and/or promotion by Employer in its
   sole and absolute discretion. Commencing with the Employer's fiscal year
   ending on December 31, 2000, Employee shall be entitled to an annual bonus
   ("Bonus") determined pursuant to Employer's Annual Performance-Based
   Incentive Plan for Executive Officers, or any successor plan (the "Bonus
   Plan") with Employee's participation to be determined on a pro rata basis to
   the extent the termination date of this Agreement does not coincide with the
   end of a fiscal year of Employer. Employee shall also be eligible to receive
   additional bonuses as determined by Employer in its sole and absolute
   discretion.

4. Extent of Services. The Employee agrees that the duties and services to be
   ------------------                                                         
   performed by Employee shall be performed exclusively for Employer. Employee
   further agrees to perform such duties in an efficient, trustworthy and
   businesslike manner. The Employee agrees not to render to others any service
   of any kind whether or not for compensation, or to engage in any other
   business activity whether or not for compensation, that is similar to or
   conflicts with the performance of Employee's duties under this Agreement,
   without the approval

                                       1

 
    of the Executive Committee of the Board of Directors of Employer. Subject to
    the above-referenced discretion of the Executive Committee, it is understood
    that Employee may continue to serve in the capacities specified on Exhibit D
    hereto.
   
5.  Policies and Procedures. In addition to the terms herein, Employee agrees 
    -----------------------                                                   
    to be bound by Employer's policies and procedures as they may be amended by
    Employer from time to time. In the event the terms in this Agreement
    conflict with Employer's policies and procedures, the terms herein shall
    take precedence. Employer recognizes that it has a responsibility to see
    that its employees understand the adverse effects that problem gambling and
    underage gambling can have on individuals and the gaming industry as a
    whole. Employee acknowledges having read Employer's policies, procedures and
    manuals and agrees to abide by the same, including but not limited to
    Employer's policy of prohibiting underage gaming and supporting programs to
    treat compulsive gambling.
   
6.  Licensing Requirements. Employee acknowledges that Employer is engaged in
    ----------------------                                                    
    a business that is or may be subject to and exists because of privileged
    licenses issued by governmental authorities in Nevada, Michigan,
    Mississippi, New Jersey, Australia, South Africa, and other jurisdictions in
    which Employer is engaged or has applied, or during the Specified Term may
    apply, to engage in the gaming business. If requested to do so by Employer,
    Employee shall apply for and obtain any license, qualification, clearance or
    the like which shall be requested or required of Employee by any regulatory
    authority having jurisdiction over Employer. If Employee fails to satisfy
    such requirement, or if Employer is directed to cease business with Employee
    by any such authority, or if Employer shall determine, in Employer's sole
    and exclusive judgment, that Employee was, is or might be involved in, or is
    about to be involved in, any activity, relationship(s) or circumstances
    which could or does jeopardize Employer's business, reputation or such
    licenses of Employer, or if any such license is threatened to be, or is,
    denied, curtailed, suspended or revoked as a result of Employer's continued
    employment of Employee, this Agreement may be terminated by Employer and the
    parties' obligations and responsibilities shall be determined by the
    provisions of Paragraph 10(a).
   
7.  Additional Consideration. Employee has received as consideration for this
    ------------------------                                                  
    Agreement, in addition to the Compensation stated in Paragraph 3 above, the
    sum of $30,000 (the "Additional Compensation"). Employee represents and
    warrants that such consideration is reasonable, adequate and sufficient for
    Employee's agreement to the terms contained herein, including but not
    limited to the undertakings stated in Paragraphs 4, 6 and 8.
   
8.  Restrictive Covenants.
    --------------------- 
   
    (a)  Competition. Employee acknowledges that, in the course of Employee's
         -----------     
         responsibilities hereunder, Employee will form relationships and become
         acquainted with certain confidential and proprietary information as
         further defined in Paragraph 8(b). Employee further acknowledges that
         such relationships and information are valuable to the Employer and
         that the restrictions on future employment, if any, are

                                       2

 
         reasonably necessary in order for Employer to remain competitive in the
         gaming industry. In consideration for the Compensation and Additional
         Consideration hereunder, and in recognition of Employer's heightened
         need for protection from abuse of relationships formed or information
         obtained before and during the Specified Term of the Employee's
         employment hereunder, Employee covenants and agrees that, except as
         otherwise provided herein, in the event Employee is not employed by
         Employer for the entire Specified Term, then for the twelve (12) month
         period immediately following separation from active employment, or for
         such shorter period remaining in the Specified Term should Employee
         separate from active employment with less than twelve (12) months
         remaining in the Specified Term (the "Restricted Period"), Employee
         shall not directly or indirectly be employed by, provide consultation
         or other services to, engage in, participate in or otherwise be
         connected in any way with any firm, person, corporation or other entity
         which is either directly, indirectly or through an affiliated company,
         engaged in non-restricted gaming in the State of Nevada, or in or
         within a 150 mile radius of any other jurisdiction in which Employer
         during the Restricted Period is operating or has applied for a gaming
         license ("Competitor"). The covenants under this Paragraph include but
         are not limited to Employee's covenant not to:

         (i)   Make known to any third party the names and addresses of any of
               the customers of the Employer, or any other information
               pertaining to those customers.
               
         (ii)  Call on, solicit and/or take away, or attempt to call on, solicit
               and/or take away, any of the customers of the Employer, either
               for Employee's own account or for any third party.
       
         (iii) Call on, solicit and/or take away, any potential or prospective
               customer of the Employer, on whom the Employee called or with
               whom Employee became acquainted during employment (either before
               or during the Specified Term) by the Employer, either for
               Employee's own account or for any third party).
       
         (iv)  Approach or solicit any employee of the Employer with a view
               towards enticing such employee to leave the employ of the
               Employer to work for the Employee or for any third party, or hire
               any employee of the Employer, without the prior written consent
               of the Employer, such consent to be within Employee's sole
               discretion.
       
   (b)   Confidentiality. Employee further covenants and agrees that Employee
         ---------------
         shall not at any time during the Specified Term or thereafter, without
         Employer's prior written consent, disclose to any other person or
         business entities any trade secret (as that term is defined on Exhibit
         A attached hereto) or proprietary or other confidential information
         concerning Employer, including without limitation, Employer's

                                       3

 
        customers and its casino, hotel and marketing practices, procedures,
        management policies or any other information regarding the Employer
        which is not already and generally known to the public or to Competitors
        or available to interested persons. Employee further covenants and
        agrees that Employee shall not at any time during the Specified Term, or
        thereafter, without the Employer's prior written consent, utilize any
        such trade secrets or proprietary or confidential information in any
        way, other than in connection with employment hereunder. Not by way of
        limitation but by way of illustration, Employee agrees that such trade
        secrets and proprietary or confidential information specifically include
        but are not limited to those documents and reports described on Exhibit
        B.

    (c) Employer's Property. Employee hereby confirms that such trade secrets,
        -------------------                                                    
        proprietary or confidential information and all information concerning
        customers who utilize the goods, services or facilities of Employer and
        any hotel and/or casino owned, operated or managed by Employer
        constitute Employer's exclusive property (regardless of whether Employee
        possessed or claims to have possessed such information prior to the date
        hereof). Employee agrees that upon termination of active employment
        under this Agreement, Employee shall promptly return to the Employer all
        notes, notebooks, memoranda, computer disks, and any other similar
        repositories of information (regardless of whether Employee possessed
        such information prior to the date hereof) containing or relating in any
        to the trade or business secrets or proprietary and confidential
        information of the Employer, including but not limited to the documents
        referred to in Paragraph 8(b). Such repositories of information also
        include but are not limited to any so-called personal files or other
        personal data compilations in any form, which in any manner contain any
        trade secrets or proprietary or confidential information of the
        Employer.

    (d) Notice to Employee. Employee agrees to notify Employer immediately of
        ------------------
        any employers for whom Employee works during the Specified Term or
        within the Restricted Period. Employee further agrees to promptly notify
        Employer, during Employee's employment with Employer, of any contacts
        made by non-restricted gaming licensees which concern or relate to an
        offer of future employment (or consulting services) to Employee.

    (e) The covenants contained in this Paragraph 8 shall survive the
        termination of this Agreement.

 9. Representations.  Employee hereby represents, warrants and agrees with
    ---------------                                                       
    Employer that:
 
    (a) The covenants and agreements contained in Paragraphs 4 and 8 above are
        reasonable in their geographic scope, duration and content; the
        Employer's agreement to employ the Employee and a portion of the
        compensation and consideration to be paid to Employee under Paragraphs 3
        and 7 hereof, are in partial consideration for such 

                                       4

 
        covenants; the Employee shall not raise any issue of the reasonableness
        of the geographic scope, duration or content of such covenants in any
        proceeding to enforce such covenants; and such covenants shall survive
        the termination of this Agreement, in accordance with such terms;
        
    (b) The enforcement of any remedy under this Agreement will not prevent
        Employee from earning a livelihood, because Employee's past work history
        and abilities are such that Employee can reasonably expect to find work
        in other areas and lines of business;

    (c) The covenants and undertakings stated in Paragraphs 4, 6 and 8 above are
        essential for the Employer's reasonable protection; and

    (d) Employer has reasonably relied on these representations, warranties and
        agreements by Employee.

    Additionally, the Employee agrees that in the event of Employee's breach of
    any covenants set forth in Paragraphs 4 and 8 above, the Employer shall be
    entitled to a pro rata refund of  the payment made to Employee pursuant to
    Paragraph 7, and may seek to enforce such covenants through any equitable
    remedy, including specific performance or injunction, without out waiving
    any claim for damages.  In any such event, the Employee waives any claim
    that the Employer has an adequate remedy at law.

10. Termination.
    ----------- 

    (a) This Agreement may be terminated by Employer at any time during the
        Specified Term hereof for good cause. Upon any such termination,
        Employer shall have no further liability or obligations whatsoever to
        Employee hereunder except as provided under subparagraphs 10(a)(i)[a]
        and 10(a)(i)[b] and except that (x) if termination is pursuant to
        subparagraphs 10(a)(ii) or (iii), Employee shall be entitled to receive
        so much of the stock from the Executive Stock Option Plan as had vested
        pursuant to unexercised stock options which were vested as of the date
        of termination, upon compliance by the Employee with all the terms and
        conditions required to exercise such options, and (y) if termination is
        pursuant to subparagraphs 10(a)(i)[a] or 10(a)(i)[b], Employee (or his
        beneficiary if the termination is pursuant to subparagraph 10(a)(i)[a])
        shall be entitled to receive so much of the stock from the Executive
        Stock Option Plan pursuant to unexercised stock options which would have
        been vested as of the first anniversary of the date of termination, upon
        compliance by Employee (or his beneficiary) with all of the terms and
        conditions required to exercise such options. Good cause shall be
        defined as:

        (i)  Employee's death or disability, which is hereby defined to include
             incapacity for medical reasons certified to by a licensed physician
             which precludes the

                                       5

 
         Employee from performing the essential functions of Employee's duties
         hereunder for a substantially consecutive period of six (6) months or
         more;

         [a] In the event of Employee's death during the term of this Agreement,
             Employee's beneficiary (as designated by Employee on the Employer's
             benefit records) shall be entitled to receive (x) Employee's salary
             through Employee's death (to the extent not previously paid) and
             for a twelve (12) month period following Employee's death, such
             amount to be paid at regular payroll intervals, (y) any Bonus
             attributable to the most recently completed fiscal year of Employer
             (to the extent not previously paid), and (z) an additional amount
             equal to what Employee's Bonus would have been for the fiscal year
             in which Employee's death occurs, pro rated through the date of
             Employee's death, which additional amount shall be paid to
             Employee's beneficiary at such time as Employer pays bonuses to its
             other senior executives with respect to such fiscal year (but not
             later than March 31 following the end of such fiscal year).

         [b] In the event that this Agreement is terminated by Employer due to
             Employee's disability, as provided under subparagraph 10(a)(i),
             Employer shall pay to Employee or his beneficiary in the event of
             Employee's death during the period in which payments are being
             made) (x) Employee's salary through the date of termination (to the
             extent not previously paid), and for an additional twelve (12)
             month period following the date of termination, such amount to be
             paid at regular payroll intervals, net of payments received by
             Employee from any short term disability policy which is either 
             self-insured by Employer or the premiums of which were paid by
             Employer, (y) any Bonus attributable to the most recently completed
             fiscal year of Employer (to the extent not previously paid), and
             (z) an additional amount equal to what Employee's Bonus would have
             been for the fiscal year in which Employee's termination occurs,
             pro rated through the date of termination, which additional amount
             shall be paid at such time as Employer pays bonuses to its other
             senior executives with respect to the fiscal year in which
             Employee's termination occurs (but not later than March 31
             following the end of such fiscal year).

     (ii)  Employee's failure to abide by Employer's policies and procedures,
           misconduct, insubordination, inattention to Employer's business,
           failure to perform the duties required of Employee up to the
           standards established by the Chairman of the Board of Directors of
           Employer applicable to senior management of Employer, or other
           material breach of this Agreement, after

                                       6

 
               being provided with written notice of such matters and a
               reasonable opportunity to cure (if curable); or
     
         (iii) Employee's failure or inability to satisfy the requirements
               stated in Paragraph 6 above.
     
     (b) This Agreement may be terminated by Employer at any time during the
         Specified Term hereof, without cause upon written notice to Employee.
         Upon such termination, Employer shall treat Employee as an inactive
         employee and, as its sole liability to Employee arising from such
         termination, Employer shall provide Employee (or his beneficiary in the
         event of Employee's death during the Specified Term) with the following
         compensation and benefits ("Termination Benefits"):
     
         (i)    Employer shall continue to pay Employee's salary and continue to
                provide Employee's benefits (excluding eligibility for flex time
                and new stock option grants, but including the continued vesting
                of previously granted stock options, if any), through the period
                remaining in the Specified Term;
     
         (ii)   Employee shall be entitled to receive so much stock from the
                Executive Stock Option Plan pursuant to unexercised stock
                options as are or subsequently become vested through the period
                remaining in the Specified Term upon compliance by the Employee
                with all the terms and conditions required to exercise such
                options; and
     
         (iii)  Employer shall pay Employee an additional amount equal to what
                Employee's Bonus would have been for the fiscal year in which
                Employee's termination occurs, pro rated through the date of
                termination. Such additional amount shall be paid at such time
                as bonuses are paid to other senior executives of the Employer
                with respect to such fiscal year or years (but not later than
                March 31 following the end of such fiscal year).
     
         Notwithstanding anything herein to the contrary but subject to
         Paragraph 8(a), while Employee is in an inactive status Employee may be
         employed by or provide consultation services to any person or entity,
         provided that Employer shall be entitled to offset the salary provided
         for in subparagraph 10(b)(i)) being paid by Employer during the
         Specified Term by the compensation and/or consultant's fee being paid
         to Employee by any such person or entity, and provided further, that
         Employer shall not be required to continue to provide benefits from and
         after the time and to the extent that Employee is entitled to receive
         such benefits from any such person or entity. Employee shall promptly
         notify Employer of his employment or agreement to provide consulting
         services during the specified term.

                                       7

 
     (c)  Employee may terminate this Agreement for good cause. For purposes of
          this Paragraph 10(c), good cause shall mean:
     
          (i)   the failure of Employer to pay Employee any compensation when
                due, save and except a "Disputed Claim" to compensation;
     
          (ii)  a material reduction in the scope of duties, responsibilities or
                authority of Employee, any change in Employee's line of
                reporting, any reduction in Employee's salary, or any treatment
                of Employee under the Bonus Plan which is materially adverse and
                discriminatory to Employee as compared to the treatment afforded
                to other senior executive officers of the Employer; or
     
          (iii) a purported termination by Employer of Employee pursuant to
                Paragraph 10(a) and it is subsequently determined pursuant to
                the procedures set forth in Paragraph 11 that grounds for
                termination pursuant to Paragraph 10(a) were not present at the
                time of Employer's termination of Employee.
     
          For any termination under this Paragraph 10(c), Employee shall give
          Employer thirty (30) days advance written notice specifying the facts
          and circumstances of Employer's breach. During such thirty (30) day
          period, Employer may cure the breach, if curable, in which event the
          termination pursuant to this Paragraph 10(c) shall be ineffective and
          this Agreement shall remain in full force and effect. In the event
          during such thirty (30) day period Employer declares in writing that
          it disputes the existence of a breach or Employee declares in writing
          that the cure of such breach by Employer is insufficient, this
          Agreement shall continue in full force until the dispute is resolved
          in accordance with Paragraph 11. As a result of any termination under
          this Paragraph 10(c), Employee shall be entitled to receive the
          Termination Benefits. Employee shall have no further claim against
          Employer arising out of such breach.
     
     (d)  Employee shall also have the right to terminate Employee's employment
          without cause upon thirty (30) days advance written notice to
          Employer. Upon any such termination Employer shall have no further
          liability or obligations whatsoever to Employee hereunder, except that
          Employee shall be entitled to receive
     
          (i)   so much of the stock from the Executive Stock Option Plan
                pursuant to unexercised stock options as had been vested as of
                the date of termination, upon compliance by the Employee with
                all the terms and conditions required to exercise such option;
     
          (ii)  all salary through and including the date of termination; and
     
          (iii) any Bonus attributable to the most recently completed fiscal
                year of Employer (to the extent not previously paid).

                                       8

 
     (e)  In the event there is a change in control of Employer, if such change
          of control is a result of a sale or exchange of outstanding common
          stock of Employer to a third party, and as a result thereof the
          ownership by Kirk Kerkorian, Tracinda Corporation and/or their
          affiliates of the voting stock of the acquiring or surviving entity
          (after completion of the transactions set forth in the sale or
          exchange agreement documents, including without limitation, subsequent
          stock buybacks contemplated in such transactions), represents in the
          aggregate less than twenty percent (20%) of the voting power of the
          voting stock of such entity, as distinguished from a change in control
          resulting from the issuance of Treasury shares or from any other
          transaction ("Change of Control"), then upon the effective date of the
          Change of Control ("Effective Date"):
    
          (i)   All of Employee's unvested stock options shall become fully
                vested, provided that Employee shall have the right to elect (by
                notifying the Employer in writing as set forth on Exhibit C)
                that all or any portion of Employee's unvested stock options
                shall not become fully vested upon a Change of Control.
    
          (ii)  If the Change of Control results from an exchange of outstanding
                common stock as a result of which the common stock of Employer
                is no longer publicly held, then from and after the Effective
                Date upon exercise of such stock options, Employee (or his
                beneficiary in the event of his death subsequent to the
                Effective Date) shall be entitled to receive the per share
                consideration (cash, stock or otherwise) which the holders of
                Employer common stock received in such exchange. For example, if
                immediately prior to the Effective Date, Employee has options to
                acquire 5,000 shares of Employer's common stock and the exchange
                of stock is one share of common stock of Employer for two shares
                of common stock of the acquiring entity, then Employee's options
                shall be converted into options to acquire, upon payment of the
                exercise price, 10,000 shares of the acquiring entity's common
                stock.
    
         (iii)  If the Change of Control results from a sale of Employer's
                outstanding common stock for cash with the result that
                Employer's common stock is no longer publicly held, then from
                and after the Effective Date, upon exercise of such stock
                options, Employee (or his beneficiary in the event of his death
                subsequent to the Effective Date) shall be entitled to receive
                cash equal to the difference between the price per share of
                common stock paid by the acquiring entity for Employer's shares
                of common ("Purchase Price") and the price per share at which
                the options were granted ("Strike Price"). For example, if
                immediately prior to the Effective Date, Employee has options to
                acquire 2,000 shares of Employer common stock at a Strike Price
                of $35, and the Purchase Price was $40, then Employee would be
                entitled to receive $10,000 in full satisfaction of such options
                (2,000 shares times $5 per share).

                                       9

 
      (f)  No termination of this Agreement shall extinguish such rights as
           Employee may have under applicable law or Employer's incorporation
           documents or bylaws to be indemnified in his capacity as an officer
           or director of Employer.

  11. Disputed Claim/Arbitration. A "Disputed Claim" occurs when Employee
      --------------------------                                           
      maintains pursuant to Paragraph 10(c) that Employer has breached its
      obligations to Employee (or failed to timely cure such breach) and
      Employer has denied such breach (or claimed to have effected a cure
      thereof). In such event, the Disputed Claim shall be resolved by
      arbitration administered by the American Arbitration Association under its
      National Rules for the Resolution of Employment Disputes. Any arbitration
      under this paragraph shall take place in Las Vegas, Nevada. Until the
      arbitration process is finally resolved in the Employee's favor and
      Employer fails to satisfy such award within thirty (30) days of its entry,
      no "for good cause" termination within the meaning of Paragraph 10(c)
      exists with respect to the Disputed Claim. Nothing herein shall preclude
      or prohibit Employer or Employee from invoking the provisions of Paragraph
      10(b), or Employee invoking the provisions of Paragraph 10(d), or of
      either party seeking or obtaining injunctive or other equitable relief. In
      the event of a purported termination of Employee by Employer pursuant to
      Paragraph 10(a) which is disputed by Employee pursuant to Paragraph 10(c),
      if Employee prevails in the arbitration Employee shall not be entitled to
      reinstatement, but shall be entitled to the Termination Benefits. To the
      extent Employer shall not have paid Termination Benefits during the period
       of such dispute and Employee is the prevailing party in such arbitration,
      in addition to any other award, Employee shall be entitled to interest at
      nine percent (9%) per annum on such unpaid Termination Benefits.

 12. Severability. If any provision hereof is unenforceable, illegal, or
     ------------                                                        
     invalid for any reason whatsoever, such fact shall not affect the remaining
     provisions hereof, except in the event a law or court decision, whether on
     application for declaration, or preliminary injunction or upon final
     judgment, declares one or more of the provisions of this Agreement that
     impose restrictions on Employee unenforceable or invalid because of the
     geographic scope or time duration of such restriction. In such event,
     Employer shall have the option:

     (a) To deem the invalidated restrictions retroactively modified to provide
         for the maximum geographic scope and time duration which would make
         such provisions enforceable and valid; or

     (b) To terminate this Agreement pursuant to Paragraph 10(b).

     Exercise of any of these options shall not affect Employer's right to seek
     damages or such additional relief as may be allowed by law in respect to
     any breach by Employee of the enforceable provisions of this Agreement.

                                       10

 
  13. Travel and Related Matters. During the Specified Term, it is anticipated
      --------------------------         
      Such travel, if by air, shall be on Employer provided aircraft, or if
      commercial airlines are used, on a first-class basis (or best available
      basis, if first class is not available).

  14. Attorneys' Fees.  In the event suit is brought to enforce, or to recover
      ---------------                                                         
      damages suffered as a result of breach of this Agreement, or there is an
      arbitration pursuant to Paragraph 11 the prevailing party shall be
      entitled to recover its reasonable attorneys' fees and costs of suit.

  15. No Waiver of Breach or Remedies. No failure or delay on the part of
      -------------------------------                                     
      Employer or Employee in exercising any right, power or remedy hereunder
      shall operate as a waiver thereof nor shall any single or partial exercise
      of any such right, power or remedy preclude any other or further exercise
      thereof or the exercise of any other right, power or remedy hereunder. The
      remedies herein provided are cumulative and not exclusive of any remedies
      provided by law.

  16. Amendment or Modification. No amendment, modification, termination or
      -------------------------                                             
      waiver of any provision of this Agreement shall be effective unless the
      same shall be in writing and signed by the Employer's Chairman of the
      Board of Directors and Employee, nor consent to any departure by the
      Employee from any of the terms of this Agreement shall be effective unless
      the same is signed by the Employer's Chairman of the Board of Directors.
      Any such waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.

  17. Governing Law. The laws of the State of Nevada shall govern the validity,
      -------------                                                             
      construction and interpretation of this Agreement, and except for Disputed
      Claims, the courts of the State of Nevada shall have exclusive
      jurisdiction over any claim with respect to this Agreement.

  18. Number and Gender. Where the context of this Agreement requires the
      -----------------                                                   
      singular shall mean the plural and vice versa and references to males
      shall apply equally to females and vice versa.

  19. Headings. The headings in this Agreement have been included solely for
      --------                                                               
      convenience of reference and shall not be considered in the interpretation
      or construction of this Agreement.

  20. Assignment. This Agreement is personal to Employee and may not be
      ----------                                                        
      assigned.

  21. Successors and Assigns. This Agreement shall be binding upon the
      ----------------------                                           
      successors and assigns of Employer.

  22. Prior Agreements. This Agreement shall supersede and replace any and all
      ----------------                                                         
      other employment agreements which may have been entered into by and
      between the parties.

                                       11

 
  23. Non-Involvement of Tracinda. The parties acknowledge that neither Kirk
      ---------------------------                                            
      Kerkorian nor Tracinda Corporation, individually or collectively, is a
      party to this Agreement or any agreement provided for herein. Accordingly,
      the parties hereby agree that in the event (i) there is any alleged breach
      or default by any party under this Agreement or any agreement provided for
      herein, or (ii) any party has any claim arising from or relating to any
      such agreement, no party, nor any party claiming through such party, shall
      commence any proceedings or otherwise seek to impose any liability
      whatsoever against Kirk Kerkorian or Tracinda Corporation by reason of
      such alleged breach, default or claim.



      IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement
in Las Vegas, Nevada on June 1, 2000.



EMPLOYEE:                              EMPLOYER - MGM GRAND, INC.

/s/ Daniel M. Wade
-------------------------          By: /s/ J. Terrence Lanni
                                   --------------------------------------
DANIEL M. WADE                     Title: J. TERRENCE LANNI,
                                          CHAIRMAN OF THE BOARD
                                          OF DIRECTORS

                                       12

 
                                  EXHIBIT "A"


     Trade secret means information, including a formula, pattern, compilation,
program, device, method, technique or process, that derives 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 any economic
value from its disclosure or use.

                                       13

 
                                  EXHIBIT "B"

     Name of Report                                      Generated By
--------------------------------------------------------------------------------
Including, but not limited to:

Baccarat Pit Discrepancy Report                      Casino Marketing Analyst
Commission Summary Report                            Casino Marketing Analyst
Customer W/L Discrepancy Report                      Casino Marketing Analyst
Int'l Marketing Detailed Budget Summaries            Casino Marketing Analyst
Arrival Report                                       International Marketing
Departure Report                                     International Marketing
Daily Game Report                                    Casino Audit
Department Financial Statement                       Finance
$10K Over High Action Play Report                    Customer Analysis Dept.
$50K Over High Action Play Report                    Customer Analysis Dept.
International Market Segment Report                  Customer Analysis Dept.
Collection Aging Report(s)                           Collection Department
Accounts Receivable Aging                            Finance
Marketing Report                                     Finance
Daily Player Action Report                           Casino Operations

                                       14

 
                                  EXHIBIT "C"


Daniel M. Wade                                                     June 1, 2000



Dear Dan:

      This letter will supplement the employment agreement, dated June 1, 2000,
between you and MGM Grand, Inc. (the "Agreement").  Notwithstanding anything
contained in the Agreement to the contrary, if you so elect, all or any portion
of your unvested stock options shall not become fully vested upon a Change of
Control (as defined in the Agreement) of MGM Grand, Inc.  Any such election
shall be effective upon written notice to MGM Grand, Inc. at or prior to the
Effective Date (as defined in the Agreement) of any such Change of Control.

      Except as specifically modified hereby, the terms and conditions of the
Agreement shall remain in full force and effect.

                                            Sincerely,

                                            MGM GRAND, INC.



                                            By: /s/ J. Terrence Lanni
                                               -------------------------------
                                               J. Terrence Lanni,
                                               Chairman of the Board
                                                 of Directors



AGREED TO AND ACKNOWLEDGED


/s/ Daniel M. Wade                          Dated: June 1, 2000
--------------------------
DANIEL M. WADE

                                       15

 
                                  EXHIBIT "D"



                         PERMITTED OUTSIDE ACTIVITIES

                                       16