Employment Agreement - MGM Grand Inc. and John T. Redmond


                             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 John T.
Redmond, ("Employee").

1.   Employment.  Employer hereby employs Employee, and Employee hereby accepts
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     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
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     Date") , and continue through and including June 1, 2004 
     (the "Specified Term").

3.   Compensation.  Employee shall receive a minimum annual salary of $800,000,
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     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
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     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 of

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     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
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     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
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     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
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     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.
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     (a)  Competition.  Employee acknowledges that, in the course of Employee's
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          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
 

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     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
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     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

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          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,
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          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
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          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
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     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

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               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.
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          (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 preclude the

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     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

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          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.

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    (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).

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(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).

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          (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
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          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
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          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.

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13.  Travel and Related Matters.    During the Specified Term, it is anticipated
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     that Executive will be required to travel extensively on behalf of the
     Employer. 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
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     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
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     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
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     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,
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     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
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     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
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     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
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     assigned.

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

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

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23.  Non-Involvement of Tracinda.  The parties acknowledge that neither Kirk
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     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/ JOHN T. REDMOND              By: /s/  J. TERRENCE LANNI 
---------------------------         -----------------------------
    JOHN T. REDMOND                 Title: J. TERRENCE LANNI,
                                    CHAIRMAN OF THE BOARD
                                    OF DIRECTORS

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                                  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"


John T. Redmond                                                     June 1, 2000



Dear John:

     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/ J T.Redmond
_________________________        Dated: June 1, 2000
John T. Redmond

                                       15

 
                                  EXHIBIT "D"



                         PERMITTED OUTSIDE ACTIVITIES

                                       16