\n Bonus 75%
\n ——————————— —————————
\n<\/c><\/s><\/table>\n Notwithstanding the foregoing, if a Participant first becomes a
\n Participant after the first day of a Plan Year, the maximum Annual
\n Deferral Amount, with respect to Base Annual Salary and Bonus, shall
\n be limited to the amount of such compensation not yet earned by the
\n Participant as of the date the Participant submits a Plan Agreement
\n and Election Form to the Committee for acceptance.<\/p>\n
3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM.<\/p>\n
(a) FIRST PLAN YEAR. In connection with a Participant’s commencement of
\n participation in the Plan, the Participant shall make an irrevocable
\n deferral election for the Plan Year in which the Participant commences
\n participation in the Plan, along with such other elections as the
\n Committee deems necessary or desirable under the Plan. For these
\n elections to be valid, the Election Form must be completed and signed
\n by the Participant, timely delivered to the Committee (in accordance
\n with Section 2.2) and accepted by the Committee.<\/p>\n
(b) SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
\n deferral election for that Plan Year, and such other elections as the
\n Committee deems necessary or desirable under the Plan, shall be made
\n by timely delivering to the Committee, in accordance with its rules
\n and procedures, before the end of the Plan Year preceding the Plan
\n Year for which the election is made (or such earlier time as the
\n Committee may establish, in its sole discretion), a new Election Form.
\n If no such Election Form is timely delivered for a Plan Year, the
\n Annual Deferral Amount shall be zero for that Plan Year.<\/p>\n
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
\n Salary portion of the Annual Deferral Amount shall be withheld from each
\n regularly scheduled Base Annual Salary payroll in the percentage elected by
\n the Participant. The Bonus portion of the Annual Deferral Amount shall be
\n withheld at the time the Bonus is paid to the Participant.<\/p>\n
3.5 TRANSFER ACCOUNT. If at the time of a Participant’s commencement of
\n Participation in this Plan, he or she had an “Account” under that certain
\n MGM Grand Hotel, Inc. Nonqualified Deferred Retirement Plan, restated
\n effective January 1, 1999 (the “NDRP”), the Participant’s balance in that
\n Account shall automatically be transferred to this Plan and shall be
\n credited to the Participant’s Transfer Account as of the first day of his
\n or her participation in this Plan. Upon such transfer, this Plan, rather
\n than the NDRP, shall govern the amount so transferred.<\/p>\n
3.6 ANNUAL COMPANY MATCHING AMOUNT. A Participant’s Annual Company Matching
\n Amount for any Plan Year shall be equal to 100% of the sum of (i) the
\n Participant’s Annual Deferral Amount for such Plan Year and (ii) the
\n Participant’s deferrals under the 401(k) Savings Plan for such Plan Year,
\n up to a combined amount that does not exceed 4% of the Participant’s Base
\n Annual Salary, reduced by the amount of any matching contributions made to
\n the 401(k) Savings Plan on his or her behalf for the plan year of the
\n 401(k) Savings Plan that corresponds to the Plan Year. This amount shall be
\n credited to the Participant’s Company Matching Account as of the last day
\n of the Plan Year. If a Participant is not employed by an Employer as of the
\n last day of a Plan Year <\/p>\n
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other than by reason of his or her Retirement, Disability or death, the
\n Annual Company Matching Amount for such Plan Year shall be zero. In the
\n event of Retirement, Disability or death, a Participant shall be credited
\n with the Annual Company Matching Amount for the Plan Year in which he or
\n she Retires, suffers a Disability or dies at the time of his or her
\n Retirement, Disability or death.<\/p>\n
3.7 VESTING.<\/p>\n
(a) A Participant shall at all times be 100% vested in his or her Deferral
\n Account and Transfer Account.<\/p>\n
(b) A Participant shall vest in each Annual Company Matching Amount, plus
\n earnings thereon, over the applicable vesting period. The applicable
\n vesting periods are as follows:<\/p>\n
(i) For the Participant’s first Plan Year of participation in the
\n Plan, the applicable vesting period for the Annual Company
\n Matching Amount for that Plan Year shall start on the
\n Participant’s Plan Entry Date and shall continue for three (3)
\n consecutive Years of Vesting Service, with the Participant
\n vesting 33 1\/3% at the completion of each Year of Vesting
\n Service.<\/p>\n
(ii) For any other Plan Year of the Participant’s participation in the
\n Plan, the applicable vesting period for the Annual Company
\n Matching Amount for that Plan Year shall start on the first day
\n of the Plan Year and shall continue for three (3) consecutive
\n Years of Vesting Service, with the Participant vesting 33 1\/3% at
\n the completion of each Year of Vesting Service.<\/p>\n
(c) If applicable, a Participant shall be vested in his or her Annual
\n Bonus Contribution in accordance with the vesting rules under the
\n 401(k) Savings Plan.<\/p>\n
(d) Notwithstanding anything to the contrary contained in this Section
\n 3.7, in the event of a Change in Control or a Participant’s death,
\n Disability or Retirement, a Participant’s Company Contribution Account
\n and Company Matching Account shall immediately become 100% vested (if
\n it is not already vested in accordance with the above vesting
\n schedules).<\/p>\n
(e) Notwithstanding subsection (d), the vesting schedule for a
\n Participant’s Company Contribution Account and Company Matching
\n Account shall not be accelerated to the extent that the Committee
\n determines that such acceleration would cause the deduction
\n limitations of Section 280G of the Code to become effective. In the
\n event that all of a Participant’s Company Contribution Account and\/or
\n Company Matching Account are not vested pursuant to such a
\n determination, the Participant may request independent verification of
\n the Committee’s calculations with respect to the application of
\n Section 280G. In such case, the Committee must provide to the
\n Participant within 15 business<\/p>\n
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days of such a request an opinion from a nationally recognized
\n accounting firm selected by the Participant (the “Accounting Firm”).
\n The opinion shall state the Accounting Firm’s opinion that any
\n limitation on the vested percentage hereunder is necessary to avoid
\n the limits of Section 280G and contain supporting calculations. The
\n reasonable cost of such opinion shall be paid for by the Company.<\/p>\n
(f) Any amount not vested under this Section 3.7 when a Participant first
\n becomes entitled to the payment of a benefit under this Plan shall be
\n forfeited and debited against the applicable Account Balance.<\/p>\n
3.8 CREDITING\/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to,
\n the rules and procedures that are established from time to time by the
\n Committee, in its sole discretion, amounts shall be credited or debited to
\n a Participant’s Account Balance in accordance with the following rules:<\/p>\n
(a) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
\n or her initial deferral election in accordance with Section 3.3(a),
\n shall elect, on the Election Form, one or more Measurement Fund(s) (as
\n described in Section 3.8(c)) to be used to determine the additional
\n amounts to be credited or debited to his or her Account Balance. A
\n Participant may (but is not required to) elect to add or delete one or
\n more available Measurement Fund(s) to be used to determine the
\n additional amounts to be credited or debited to his or her Account
\n Balance, or to change the portion of his or her Account Balance
\n allocated to each previously or newly elected Measurement Fund. A
\n Participant may elect to make such a change by submitting an Election
\n Form, whether written or electronic (as determined by the Committee
\n from time to time and in its sole discretion), to the Committee. Any
\n election so made and accepted by the Committee shall apply no later
\n than the third business day following the Committee’s acceptance of
\n the election. Any such election shall continue to apply, unless
\n subsequently changed in accordance with this Section 3.3(a).<\/p>\n
(b) PROPORTIONATE ALLOCATION. In making any election described in Section
\n 3.8(a), the Participant shall specify on the Election Form, in
\n increments of five percentage points (5%), the percentage of his or
\n her Account Balance to be allocated to a Measurement Fund (as if the
\n Participant were making an investment in that Measurement Fund with
\n that portion of his or her Account Balance).<\/p>\n
(c) MEASUREMENT FUNDS. A Participant may elect one or more measurement
\n funds (the “Measurement Funds”) from among those selected by the
\n Committee for the purpose of crediting or debiting additional amounts
\n to his or her Account Balance. As necessary, the Committee may, in its
\n sole discretion, discontinue, substitute or add Measurement Funds.
\n Each such action will take effect as of the first day of the calendar
\n quarter that follows by thirty (30) days or more the day on which the
\n Committee gives Participants advance written notice of such change. In
\n selecting the Measurement Funds that are available from time to time,
\n neither the Committee nor any Employer shall be liable to any<\/p>\n
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Participant for such selection or adding, deleting or continuing any
\n available Measurement Fund.<\/p>\n
(d) CREDITING OR DEBITING METHOD. The performance of each elected
\n Measurement Fund (either positive or negative) will be reasonably
\n determined by the Committee. A Participant’s Account Balance shall be
\n credited or debited on a daily basis based on the performance of each
\n Measurement Fund selected by the Participant.<\/p>\n
(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
\n that may be interpreted to the contrary, the Measurement Funds are to
\n be used for measurement purposes only, and a Participant’s election of
\n any such Measurement Fund, the allocation to his or her Account
\n Balance thereof, the calculation of additional amounts and the
\n crediting or debiting of such amounts to a Participant’s Account
\n Balance SHALL NOT be considered or construed in any manner as an
\n actual investment of his or her Account Balance in any such
\n Measurement Fund. In the event that the Company or the Trustee (as
\n that term is defined in the Trust), in its sole discretion, decides to
\n invest funds in any or all of the Measurement Funds, no Participant
\n shall have any rights in or to such investments themselves. Without
\n limiting the foregoing, a Participant’s Account Balance shall at all
\n times be a bookkeeping entry only and shall not represent any
\n investment made on his or her behalf by the Company or the Trust; and
\n the Participant shall at all times remain an unsecured creditor of the
\n Company.<\/p>\n
(f) EMPLOYER DISCRETION. Notwithstanding the foregoing provisions of this
\n Section 3.8, the Committee shall retain the overriding discretion
\n regarding the Participant’s designation of Measurement Funds under
\n this Section 3.8. If a Participant fails to designate any Measurement
\n Fund under this Section 3.8, the Participant shall be deemed to have
\n elected the money market fund, or such other fund as determined from
\n time to time by the Committee in its sole discretion.<\/p>\n
(g) SELECTION RESULTS. The Participant shall bear full responsibility for
\n all results associated with his or her selection of Measurement Funds
\n under this Section 3.8, and the Employers shall have no responsibility
\n or liability with respect to the Participant’s selection of such
\n Measurement Funds.<\/p>\n
3.9 ANNUAL COMPANY CONTRIBUTION AMOUNT. For a Participant who is an employee of
\n any Employer, at the time in which the “Annual Bonus Contribution” (if
\n applicable to such Participant) is made to the 401(k) Savings Plan, the
\n Committee shall credit the Participant’s Company Contribution Account with
\n an amount equal to the Annual Company Contribution Amount. For any one Plan
\n Year, the Annual Company Contribution Amount shall be equal to the amount
\n of the “Annual Bonus Contribution”, as defined under the 401(k) Savings
\n Plan, that would have been allocated to a Participant under the 401(k)
\n Savings Plan if not for the application of the nondiscrimination rules of
\n Sections 410(b) and 401(a)(4) of the Code. If a Participant is not entitled
\n to an Annual Bonus Contribution under the 401(k) Savings Plan, he or she
\n shall not be entitled to an Annual Company Contribution Amount under this
\n Plan.<\/p>\n
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3.10 FICA AND OTHER TAXES.<\/p>\n
(a) ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
\n Deferral Amount is being withheld from a Participant, the
\n Participant’s Employer(s) shall withhold from that portion of the
\n Participant’s Base Annual Salary and Bonus that is not being deferred,
\n in a manner determined by the Employer(s), the Participant’s share of
\n FICA and other employment taxes on such Annual Deferral Amount. If
\n necessary, the Committee may reduce the Annual Deferral Amount in
\n order to comply with this Section 3.10.<\/p>\n
(b) COMPANY CONTRIBUTION AMOUNTS AND COMPANY MATCHING AMOUNTS. When a
\n Participant becomes vested in any Annual Company Contribution Amount
\n and\/or Annual Company Matching Amount, plus earnings thereon, the
\n Participant’s Employer(s) shall withhold from the Participant’s Base
\n Annual Salary and\/or Bonus that is not deferred, in a manner
\n determined by the Employer(s), the Participant’s share of FICA and
\n other employment taxes. If necessary, the Committee may reduce the
\n vested portion of the Participant’s Company Contribution Account
\n and\/or Company Matching Account in order to comply with this Section
\n 3.10.<\/p>\n
(c) DISTRIBUTIONS. The Participant’s Employer(s), or the Trustee of the
\n Trust, shall withhold from any payments made to a Participant under
\n this Plan all federal, state and local income, employment and other
\n taxes required to be withheld by the Employer(s), or the Trustee of
\n the Trust, in connection with such payments, in amounts and in a
\n manner to be determined in good faith in the sole discretion of the
\n Employer(s) and the Trustee of the Trust.<\/p>\n
ARTICLE 4
\n SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
\n WITHDRAWAL ELECTION<\/p>\n
4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual
\n Deferral Amount, a Participant may irrevocably elect to receive a future
\n “Short-Term Payout” from the Plan with respect to such Annual Deferral
\n Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be
\n a lump sum payment in an amount that is equal to the Annual Deferral Amount
\n plus amounts credited or debited in the manner provided in Section 3.8
\n above on that amount, determined at the time that the Short-Term Payout
\n becomes payable. Subject to the Deduction Limitation and the other terms
\n and conditions of this Plan, each Short-Term Payout elected shall be paid
\n out during a 60 day period commencing immediately after the last day of any
\n Plan Year designated by the Participant that is at least five Plan Years
\n after the Plan Year in which the Annual Deferral Amount is actually
\n deferred. By way of example, if a five-year Short-Term Payout is elected
\n for Annual Deferral Amounts that are deferred in the Plan Year commencing
\n January 1, 2002, the five-year Short-Term Payout would become payable
\n during a 60 day period commencing January 1, 2008.<\/p>\n
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
\n triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
\n plus amounts credited or debited <\/p>\n
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thereon, that is subject to a Short-Term Payout election under Section 4.1
\n shall not be paid in accordance with Section 4.1 but shall be paid in
\n accordance with the other applicable Article.<\/p>\n
4.3 WITHDRAWAL PAYOUT\/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
\n the Participant experiences an Unforeseeable Financial Emergency, the
\n Participant may petition the Committee to (i) suspend any deferrals
\n required to be made by a Participant during the remaining portion of the
\n Plan Year and\/or (ii) receive a partial or full payout from the Plan. The
\n payout shall not exceed the lesser of the Participant’s vested Account
\n Balance, calculated as if such Participant were receiving a Termination
\n Benefit, or the amount reasonably needed to satisfy the Unforeseeable
\n Financial Emergency. If, in the sole discretion of the Committee, the
\n petition for a suspension and\/or payout is approved, suspension shall take
\n effect upon the date of approval and any payout shall be made within 60
\n days of the date of approval. The payment of any amount under this Section
\n 4.3 shall be subject to the Deduction Limitation.<\/p>\n
4.4 WITHDRAWAL ELECTION. A Participant (or, after a Participant’s death, his or
\n her Beneficiary) may elect, at any time, to withdraw all or any portion of
\n his or her vested Account Balance less a withdrawal penalty equal to 10% of
\n the amount elected to be withdrawn (the net amount shall be referred to as
\n the “Withdrawal Amount”). This election can be made at any time, before or
\n after Retirement, Disability, death or Termination of Employment, and
\n whether or not the Participant (or Beneficiary) is in the process of being
\n paid pursuant to an installment payment schedule. If made before
\n Retirement, Disability or death, a Participant’s Withdrawal Amount shall
\n not exceed his or her vested Account Balance calculated as if there had
\n occurred a Termination of Employment as of the day of the election. The
\n Participant (or his or her Beneficiary) shall make this election by giving
\n the Committee advance written notice of the election in a form determined
\n from time to time by the Committee. The Participant (or his or her
\n Beneficiary) shall be paid the Withdrawal Amount within 60 days of his or
\n her election. Once the Withdrawal Amount is paid, the Participant shall not
\n (i) have additional deferrals withheld pursuant to a current deferral
\n election (ii) be eligible to elect new deferrals, or (iii) have credited to
\n his or her a Account Balance any contributions under Section 3.6 or 3.9,
\n all for the remaining portion of the Plan Year in which the Withdrawal
\n Amount is paid and for the next two Plan Years. The payment of this
\n Withdrawal Amount shall be subject to the Deduction Limitation.<\/p>\n
ARTICLE 5
\n RETIREMENT BENEFIT<\/p>\n
5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
\n Retires shall receive, as a Retirement Benefit, his or her vested Account
\n Balance.<\/p>\n
5.2 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or her
\n commencement of participation in the Plan, may elect on an Election Form to
\n receive the Retirement Benefit in a lump sum or in installments of up to 60
\n quarters pursuant to the Quarterly Installment Method. The Participant may
\n annually change his or her election to an allowable alternative payout
\n period by submitting a new Election Form to the Committee, provided that
\n any such Election Form is submitted at least 1 year prior to the
\n Participant’s Retirement and is accepted by the Committee in <\/p>\n
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its sole discretion. Subject to the prior sentence, the Election Form most
\n recently accepted by the Committee shall govern the payout of the
\n Retirement Benefit. If a Participant does not make any election with
\n respect to the payment of the Retirement Benefit, then such benefit shall
\n be payable in a lump sum. The lump sum payment shall be made, or
\n installment payments shall commence, no later than 60 days after the last
\n day of the calendar quarter in which the Participant Retires. Any payment
\n made shall be subject to the Deduction Limitation.<\/p>\n
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
\n after Retirement but before the Retirement Benefit is paid in full, the
\n Participant’s unpaid Retirement Benefit payments shall continue and shall
\n be paid to the Participant’s Beneficiary (a) over the remaining number of
\n quarters and in the same amounts as that benefit would have been paid to
\n the Participant had the Participant survived, or (b) in a lump sum, if
\n requested by the Beneficiary and allowed in the sole discretion of the
\n Committee, that is equal to the Participant’s unpaid remaining vested
\n Account Balance.<\/p>\n
ARTICLE 6
\n PRE-RETIREMENT SURVIVOR BENEFIT<\/p>\n
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
\n Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit
\n equal to the Participant’s vested Account Balance if the Participant dies
\n before he or she Retires, experiences a Termination of Employment or
\n suffers a Disability.<\/p>\n
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
\n with his or her commencement of participation in the Plan, may elect on an
\n Election Form whether the Pre-Retirement Survivor Benefit shall be received
\n by his or her Beneficiary in a lump sum or in installments of up to 60
\n quarters pursuant to the Quarterly Installment Method. The Participant may
\n annually change this election to an allowable alternative payout period by
\n submitting a new Election Form to the Committee, which form may be accepted
\n or rejected by the Committee in its sole discretion. Subject to the prior
\n sentence, the Election Form most recently accepted by the Committee prior
\n to the Participant’s death shall govern the payout of the Participant’s
\n Pre-Retirement Survivor Benefit. If a Participant does not make any
\n election with respect to the payment of the Pre-Retirement Survivor
\n Benefit, then such benefit shall be paid in a lump sum. Despite the
\n foregoing, if the Participant’s vested Account Balance at the time of his
\n or her death is less than $25,000, payment of the Pre-Retirement Survivor
\n Benefit may be made, in the sole discretion of the Committee, in a lump sum
\n or in installments of up to 20 quarters pursuant to the Quarterly
\n Installment Method. The lump sum payment shall be made, or installment
\n payments shall commence, no later than 60 days after the last day of the
\n calendar quarter in which the Committee is provided with proof that is
\n satisfactory to the Committee of the Participant’s death. Any payment made
\n shall be subject to the Deduction Limitation.<\/p>\n
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ARTICLE 7
\n TERMINATION BENEFIT<\/p>\n
7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
\n shall receive a Termination Benefit, which shall be equal to the
\n Participant’s vested Account Balance if a Participant experiences a
\n Termination of Employment prior to his or her Retirement, death or
\n Disability.<\/p>\n
7.2 PAYMENT OF TERMINATION BENEFIT. A Participant, in connection with his or
\n her commencement of participation in the Plan, may elect on an Election
\n Form to receive the Termination Benefit in a lump sum or in installments of
\n up to 20 quarters pursuant to the Quarterly Installment Method. The
\n Participant may annually change his or her election to an allowable
\n alternative payout period by submitting a new Election Form to the
\n Committee, provided that any such Election Form is submitted at least 1
\n year prior to the Participant’s Termination of Employment and is accepted
\n by the Committee in its sole discretion. Subject to the prior sentence, the
\n Election Form most recently accepted by the Committee shall govern the
\n payout of the Termination Benefit. If a Participant does not make any
\n election with respect to the payment of the Termination Benefit, then such
\n benefit shall be payable in a lump sum. The lump sum payment shall be made,
\n or installment payments shall commence, no later than 60 days after the
\n last day of the calendar quarter in which the Participant experiences a
\n Termination of Employment. Any payment made shall be subject to the
\n Deduction Limitation.<\/p>\n
7.3 DEATH PRIOR TO COMPLETION OF TERMINATION BENEFIT. If a Participant dies
\n after Termination of Employment but before the Termination Benefit is paid
\n in full, the Participant’s unpaid Termination Benefit payments shall
\n continue and shall be paid to the Participant’s Beneficiary (a) over the
\n remaining number of quarters and in the same amounts as that benefit would
\n have been paid to the Participant had the Participant survived, or (b) in a
\n lump sum, if requested by the Beneficiary and allowed in the sole
\n discretion of the Committee, that is equal to the Participant’s unpaid
\n remaining vested Account Balance.<\/p>\n
ARTICLE 8
\n DISABILITY WAIVER AND BENEFIT<\/p>\n
8.1 DISABILITY WAIVER.<\/p>\n
(a) WAIVER OF DEFERRAL. A Participant who is determined by the Committee
\n to be suffering from a Disability shall be excused from fulfilling
\n that portion of the Annual Deferral Amount commitment that would
\n otherwise have been withheld from a Participant’s Base Annual Salary
\n and\/or Bonus for the Plan Year during which the Participant first
\n suffers a Disability. During the period of Disability, the Participant
\n shall not be allowed to make any additional deferral elections, but
\n will continue to be considered a Participant for all other purposes of
\n this Plan.<\/p>\n
(b) RETURN TO WORK. If a Participant returns to employment with an
\n Employer after a Disability ceases, the Participant may elect to defer
\n an Annual Deferral Amount for the <\/p>\n
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Plan Year following his or her return to employment or service and for
\n every Plan Year thereafter while a Participant in the Plan; provided
\n such deferral elections are otherwise allowed and an Election Form is
\n delivered to and accepted by the Committee for each such election in
\n accordance with Section 3.3.<\/p>\n
8.2 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
\n Disability shall, for benefit purposes under this Plan, continue to be
\n considered to be employed and shall be eligible for the benefits provided
\n for in Article 4, 5, 6 or 7 in accordance with the provisions of those
\n Articles. Notwithstanding the above, the Committee shall have the right to,
\n in its sole and absolute discretion and for purposes of this Plan only, and
\n must in the case of a Participant who is otherwise eligible to Retire, deem
\n the Participant to have experienced a Termination of Employment, or in the
\n case of a Participant who is eligible to Retire, to have Retired, at any
\n time (or in the case of a Participant who is eligible to Retire, as soon as
\n practicable) after such Participant is determined to be suffering a
\n Disability, in which case the Participant shall receive a Disability
\n Benefit equal to his or her vested Account Balance at the time of the
\n Committee’s determination; provided, however, that should the Participant
\n otherwise have been eligible to Retire, he or she shall be paid in
\n accordance with Article 5. The Disability Benefit shall be paid in a lump
\n sum within 60 days of the Committee’s exercise of such right. Any payment
\n made shall be subject to the Deduction Limitation.<\/p>\n
ARTICLE 9
\n BENEFICIARY DESIGNATION<\/p>\n
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
\n designate his or her Beneficiary(ies) (both primary as well as contingent)
\n to receive any benefits payable under the Plan to a beneficiary upon the
\n death of a Participant or the death of a predecessor Beneficiary receiving
\n benefits under the Plan. The Beneficiary designated under this Plan may be
\n the same as or different from the Beneficiary designation under any other
\n plan of an Employer in which the Participant participates.<\/p>\n
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
\n designate his or her Beneficiary by completing and signing the Beneficiary
\n Designation Form, and returning it to the Committee or its designated
\n agent. A Participant shall have the right to change a Beneficiary by
\n completing, signing and otherwise complying with the terms of the
\n Beneficiary Designation Form and the Committee’s rules and procedures, as
\n in effect from time to time. If a married Participant names someone other
\n than his or her spouse as a primary Beneficiary, a spousal consent, in the
\n form designated by the Committee, must be signed by that Participant’s
\n spouse and returned to the Committee. Upon the acceptance by the Committee
\n of a new Beneficiary Designation Form, all Beneficiary designations
\n previously filed shall be canceled. The Committee shall be entitled to rely
\n on the last Beneficiary Designation Form filed by the Participant and
\n accepted by the Committee prior to his or her death.<\/p>\n
9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
\n shall be effective until received and acknowledged in writing by the
\n Committee or its designated agent.<\/p>\n
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9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
\n Beneficiary as provided in Sections 9.1, 9.2 and 9.3 or, if all designated
\n Beneficiaries predecease the Participant or die prior to complete
\n distribution of the Participant’s benefits, then the Participant’s
\n designated Beneficiary shall be deemed to be his or her surviving spouse.
\n If the Participant has no surviving spouse, the benefits remaining under
\n the Plan to be paid to a Beneficiary shall be payable to the executor or
\n personal representative of the Participant’s estate.<\/p>\n
9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
\n Beneficiary to receive payments pursuant to this Plan, the Committee shall
\n have the right, exercisable in its discretion, to cause the Participant’s
\n Employer to withhold such payments until this matter is resolved to the
\n Committee’s satisfaction.<\/p>\n
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
\n Beneficiary shall fully and completely discharge all Employers and the
\n Committee from all further obligations under this Plan with respect to the
\n Participant, and that Participant’s Plan Agreement shall terminate upon
\n such full payment of benefits.<\/p>\n
ARTICLE 10
\n LEAVE OF ABSENCE<\/p>\n
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant’s
\n Employer for any reason to take a paid leave of absence from the employment
\n of the Employer, the Participant shall continue to be considered employed
\n by the Employer and the Annual Deferral Amount shall continue to be
\n withheld during such paid leave of absence in accordance with Section 3.3.
\n 10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
\n Participant’s Employer for any reason to take an unpaid leave of absence
\n from the employment of the Employer, the Participant shall continue to be
\n considered employed by the Employer and the Participant shall be excused
\n from making deferrals until the Participant returns to a paid employment
\n status. Upon such return, deferrals shall resume for the remaining portion
\n of the Plan Year in which the return occurs, based on the deferral
\n election, if any, made for that Plan Year. If no election was made for that
\n Plan Year, no deferral shall be withheld.<\/p>\n
ARTICLE 11
\n TERMINATION, AMENDMENT OR MODIFICATION<\/p>\n
11.1 TERMINATION. Although each Employer anticipates that it will continue the
\n Plan for an indefinite period of time, there is no guarantee that any
\n Employer will continue the Plan or will not terminate the Plan at any time
\n in the future. Accordingly, each Employer reserves the right, in its sole
\n discretion, to discontinue its sponsorship of the Plan and\/or to terminate
\n the Plan at any time with respect to any or all of its participating
\n Employees by action of its board of directors. Upon the termination of the
\n Plan with respect to any Employer, the Plan Agreements of the affected
\n Participants who are employed by that Employer shall terminate and their
\n vested Account Balances, determined as if they had experienced a
\n Termination of Employment on the date of <\/p>\n
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Plan termination or, if Plan termination occurs after the date upon
\n which a Participant was eligible to Retire, then with respect to that
\n Participant as if he or she had Retired on the date of Plan termination,
\n shall be paid to the Participants as follows: Prior to a Change in
\n Control, if the Plan is terminated with respect to all of its
\n Participants, an Employer shall have the right, in its sole discretion,
\n and notwithstanding any elections made by the Participant, to pay such
\n benefits in a lump sum or in installments of up to 60 quarters pursuant
\n to the Quarterly Installment Method, with amounts credited and debited
\n during the installment period as provided herein. If the Plan is
\n terminated with respect to less than all of its Participants, an
\n Employer shall be required to pay such benefits in a lump sum. After a
\n Change in Control, the Employer shall be required to pay such benefits
\n in a lump sum. The termination of the Plan shall not adversely affect
\n any Participant or Beneficiary who has become entitled to the payment of
\n any benefits under the Plan as of the date of termination; provided
\n however, that the Employer shall have the right to accelerate
\n installment payments without a premium or prepayment penalty by paying
\n the vested Account Balance in a lump sum or in installments using fewer
\n quarters pursuant to the Quarterly Installment Method.<\/p>\n
11.2 AMENDMENT. Any Employer may, at any time in its sole discretion, amend or
\n modify the Plan in whole or in part with respect to that Employer by the
\n action of its board of directors; provided, however, that: (i) no amendment
\n or modification shall be effective to decrease or restrict the value of a
\n Participant’s vested Account Balance in existence at the time the amendment
\n or modification is made, calculated as if the Participant had experienced a
\n Termination of Employment as of the effective date of the amendment or
\n modification or, if the amendment or modification occurs after the date
\n upon which the Participant was eligible to Retire, the Participant had
\n Retired as of the effective date of the amendment or modification, and (ii)
\n no amendment or modification of this Section 11.2 shall be effective. The
\n amendment or modification of the Plan shall not affect any Participant or
\n Beneficiary who has become entitled to the payment of benefits under the
\n Plan as of the date of the amendment or modification; provided, however,
\n that the Employer shall have the right to accelerate installment payments
\n by paying the vested Account Balance in a lump sum or in installments using
\n fewer quarters pursuant to the Quarterly Installment Method.<\/p>\n
11.3 PLAN AGREEMENT. Despite the provisions of Section 11.1 and 11.2, if a
\n Participant’s Plan Agreement contains benefits or limitations that are not
\n in this Plan document, the Employer may only amend or terminate such
\n provisions with the consent of the Participant.<\/p>\n
11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under Article
\n 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a
\n Participant and his or her designated Beneficiary under this Plan and the
\n Participant’s Plan Agreement shall terminate.<\/p>\n
ARTICLE 12
\n ADMINISTRATION<\/p>\n
12.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
\n Plan shall be administered by a Committee which shall consist of the Board,
\n or such committee as the Board <\/p>\n
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shall appoint from time to time. Members of the Committee may be
\n Participants under this Plan and need not be members of the Board. The
\n Committee shall also have the discretion and authority to (i) make, amend,
\n interpret, and enforce all appropriate rules and regulations for the
\n administration of this Plan and the governance of the Committee and (ii)
\n decide or resolve any and all questions, including interpretations of this
\n Plan, as may arise in connection with the Plan. Any individual serving on
\n the Committee who is a Participant shall not vote or act on any matter
\n relating solely to himself or herself. When making a determination or
\n calculation, the Committee shall be entitled to rely on information
\n furnished by a Participant or the Company.<\/p>\n
12.2 AGENTS. In the administration of this Plan, the Committee may, from time to
\n time, employ agents and delegate to them such administrative duties as it
\n sees fit (including acting through a duly appointed representative) and may
\n from time to time consult with counsel who may be counsel to any Employer.
\n The Company shall pay all expenses of such agents.<\/p>\n
12.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
\n respect to any question arising out of or in connection with the
\n administration, interpretation or application of the Plan and the rules and
\n regulations promulgated hereunder shall be final and conclusive and binding
\n upon all persons having any interest in the Plan.<\/p>\n
12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify, defend and hold
\n harmless each member of the Committee, and any Employee to whom the duties
\n of the Committee may be delegated, against any and all claims, losses,
\n damages, expenses or liabilities, including reasonable attorneys’ fees and
\n court costs, arising from any action or failure to act with respect to this
\n Plan, except in the case of willful misconduct by such member of the
\n Committee or such Employee.<\/p>\n
12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions, the
\n Company and each Employer shall supply full and timely information to the
\n Committee on all matters relating to the compensation of its Participants,
\n the date and circumstances of the Retirement, Disability, death or
\n Termination of Employment of its Participants, and such other pertinent
\n information as the Committee may reasonably require.<\/p>\n
ARTICLE 13
\n OTHER BENEFITS AND AGREEMENTS<\/p>\n
13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
\n and Participant’s Beneficiary under the Plan are in addition to any other
\n benefits available to such Participant under any other plan or program for
\n employees of the Participant’s Employer. The Plan shall supplement and
\n shall not supersede, modify or amend any other such plan or program except
\n as may otherwise be expressly provided.<\/p>\n
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ARTICLE 14
\n CLAIMS PROCEDURES<\/p>\n
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
\n Participant (such Participant or Beneficiary being referred to below as a
\n “Claimant”) may deliver to the Committee a written claim for a
\n determination with respect to the amounts distributable to such Claimant
\n from the Plan. If such a claim relates to the contents of a notice received
\n by the Claimant, the claim must be made within 60 days after such notice
\n was received by the Claimant. All other claims must be made within 180 days
\n of the date on which the event that caused the claim to arise occurred. The
\n claim must state with particularity the determination desired by the
\n Claimant.<\/p>\n
14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant’s claim
\n within a reasonable time, and shall notify the Claimant in writing:<\/p>\n
(a) that the Claimant’s requested determination has been made, and that
\n the claim has been allowed in full; or<\/p>\n
(b) that the Committee has reached a conclusion contrary, in whole or in
\n part, to the Claimant’s requested determination, and such notice must
\n set forth in a manner calculated to be understood by the Claimant:<\/p>\n
(i) the specific reason(s) for the denial of the claim, or any part
\n of it;<\/p>\n
(ii) specific reference(s) to pertinent provisions of the Plan upon
\n which such denial was based;<\/p>\n
(iii) a description of any additional material or information
\n necessary for the Claimant to perfect the claim, and an
\n explanation of why such material or information is necessary; and<\/p>\n
(iv) an explanation of the claim review procedure set forth in Section
\n 14.3.<\/p>\n
14.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the
\n Committee that a claim has been denied, in whole or in part, a Claimant (or
\n the Claimant’s duly authorized representative) may file with the Committee
\n a written request for a review of the denial of the claim. Thereafter, but
\n not later than 30 days after the review procedure began, the Claimant (or
\n the Claimant’s duly authorized representative):<\/p>\n
(a) may review pertinent documents;<\/p>\n
(b) may submit written comments or other documents; and\/or<\/p>\n
(c) may request a hearing, which the Committee, in its sole discretion,
\n may grant.<\/p>\n
14.4 DECISION ON REVIEW. The Committee shall render its decision on review
\n promptly, and not later than 60 days after the filing of a written request
\n for review of the denial, unless a hearing is held or other special
\n circumstances require additional time, in which case the Committee’s
\n decision must be rendered within 120 days after such date. Such decision
\n must be written in a manner calculated to be understood by the Claimant,
\n and it must contain:<\/p>\n
(a) specific reasons for the decision;<\/p>\n
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(b) specific reference(s) to the pertinent Plan provisions upon which the
\n decision was based; and<\/p>\n
(c) such other matters as the Committee deems relevant.<\/p>\n
14.5 LEGAL ACTION. A Claimant’s compliance with the foregoing provisions of this
\n Article 14 is a mandatory prerequisite to a Claimant’s right to commence
\n any legal action with respect to any claim for benefits under this Plan.<\/p>\n
ARTICLE 15
\n TRUST<\/p>\n
15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, with
\n sub-trusts for each Employer. Each Employer shall at least annually
\n transfer over to the Trust such assets as the Employer determines, in its
\n sole discretion, are necessary to provide, on a present value basis, for
\n its respective future liabilities created with respect to the Annual
\n Deferral Amounts, Annual Company Contribution Amounts and Annual Company
\n Matching Amounts for such Employer’s Participants for all periods prior to
\n the transfer, as well as any debits and credits to the Participants’
\n Account Balances for all periods prior to the transfer, taking into
\n consideration the value of the assets in the trust at the time of the
\n transfer. Such assets shall be allocated to the respective sub-trust of
\n each contributing Employer.<\/p>\n
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and
\n the Plan Agreement shall govern the rights of a Participant to receive
\n distributions pursuant to the Plan. The provisions of the Trust shall
\n govern the rights of the Employers, Participants and the creditors of the
\n Employers to the assets transferred to the Trust. Each Employer shall at
\n all times remain liable to carry out its obligations under the Plan with
\n respect to its Participants. In this regard, if a Participant has been
\n employed by only one Employer, such Employer shall be responsible for the
\n total amounts credited to such Participant’s Account Balance under this
\n Plan. If a Participant has been employed by more than one Employer, each
\n Employer shall be responsible only for the amounts credited to the
\n Participant’s Account Balance by such Employer.<\/p>\n
15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer’s obligations under the Plan
\n may be satisfied with Trust assets distributed pursuant to the terms of the
\n Trust, and any such distribution shall reduce the Employer’s obligations
\n under this Plan.<\/p>\n
15.4 INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
\n upon written instructions received from the Committee or investment manager
\n appointed by the Committee, to invest and reinvest the assets of the Trust
\n in accordance with the applicable Trust Agreement.<\/p>\n
15.5 NO CLAIM ON TRUST ASSETS. A Participant shall have no preferred claim on,
\n or any beneficial interest in, any assets of the Trust. Any assets held by
\n the Trust shall be subject to the claims of general creditors of each
\n Employer that is the grantor of the Trust under federal and state law in
\n the event of the Employer’s “insolvency” (i.e., the Employer is unable to
\n pay its debts as they<\/p>\n
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become due or is subject to a pending proceeding as a debtor under the
\n United States Bankruptcy Code), but only with respect to the assets of the
\n Trust held for the benefit of Participants employed or formerly employed by
\n such Employer.<\/p>\n
ARTICLE 16
\n MISCELLANEOUS<\/p>\n
16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
\n within the meaning of Code Section 401(a) and that “is unfunded and is
\n maintained by an employer primarily for the purpose of providing deferred
\n compensation for a select group of management or highly compensated
\n employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
\n 401(a)(1). The Plan shall be administered and interpreted to the extent
\n possible in a manner consistent with that intent.<\/p>\n
16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
\n successors and assigns shall have no legal or equitable rights, interests
\n or claims in any property or assets of an Employer. For purposes of the
\n payment of benefits under this Plan, any and all of an Employer’s assets
\n shall be, and remain, the general, unpledged unrestricted assets of the
\n Employer. An Employer’s obligation under the Plan shall be merely that of
\n an unfunded and unsecured promise to pay money in the future.<\/p>\n
16.3 EMPLOYER’S LIABILITY. An Employer’s liability for the payment of benefits
\n shall be defined only by the Plan and the Plan Agreement, as entered into
\n between the Employer and a Participant. An Employer shall have no
\n obligation to a Participant under the Plan except as expressly provided in
\n the Plan and his or her Plan Agreement.<\/p>\n
16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
\n right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
\n otherwise encumber, transfer, hypothecate, alienate or convey in advance of
\n actual receipt, the amounts, if any, payable hereunder, or any part
\n thereof, which are, and all rights to which are expressly declared to be,
\n unassignable and non-transferable. No part of the amounts payable shall,
\n prior to actual payment, be subject to seizure, attachment, garnishment or
\n sequestration for the payment of any debts, judgments, alimony or separate
\n maintenance owed by a Participant or any other person, be transferable by
\n operation of law in the event of a Participant’s or any other person’s
\n bankruptcy or insolvency or be transferable to a spouse as a result of a
\n property settlement or otherwise.<\/p>\n
16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
\n not be deemed to constitute a contract of employment between any Employer
\n and the Participant. Such employment is hereby acknowledged to be an “at
\n will” employment relationship that can be terminated at any time for any
\n reason, or no reason, with or without cause, and with or without notice,
\n unless otherwise expressly provided in a written employment agreement.
\n Nothing in this Plan shall be deemed to give a Participant the right to be
\n retained in the service of any Employer or to interfere with the right of
\n any Employer to discipline or discharge the Participant at any time.<\/p>\n
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16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
\n cooperate with the Committee by furnishing any and all information
\n requested by the Committee and take such other actions as may be requested
\n in order to facilitate the administration of the Plan and the payments of
\n benefits hereunder, including but not limited to taking such physical
\n examinations as the Committee may deem necessary.<\/p>\n
16.7 TERMS. Whenever any words are used herein in the masculine, they shall be
\n construed as though they were in the feminine in all cases where they would
\n so apply; and whenever any words are used herein in the singular or in the
\n plural, they shall be construed as though they were used in the plural or
\n the singular, as the case may be, in all cases where they would so apply.<\/p>\n
16.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
\n Plan are for convenience only and shall not control or affect the meaning
\n or construction of any of its provisions.<\/p>\n
16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
\n construed and interpreted according to the internal laws of the State of
\n Nevada, without regard to its conflicts of laws principles.<\/p>\n
16.10 NOTICE. Any notice or filing required or permitted to be given to the
\n Committee under this Plan shall be sufficient if in writing and
\n hand-delivered, or sent by registered or certified mail, to the address
\n below:<\/p>\n
Secretary of the MGM MIRAGE Deferred Compensation Plan
\n Committee 3600 Las Vegas Blvd So.
\n Las Vegas, NV 89109<\/p>\n
Such notice shall be deemed given as of the date of delivery or, if
\n delivery is made by mail, as of the date shown on the postmark on the
\n receipt for registration or certification.<\/p>\n
Any notice or filing required or permitted to be given to a Participant
\n under this Plan shall be sufficient if in writing and hand-delivered, or
\n sent by mail, to the last known address of the Participant.<\/p>\n
16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
\n benefit of the Participant’s Employer and its successors and assigns and
\n the Participant and the Participant’s designated Beneficiaries. No other
\n person shall be a third-party beneficiary or acquire any rights under this
\n Plan.<\/p>\n
16.12 SPOUSE’S INTEREST. The interest in the benefits hereunder of a spouse of a
\n Participant who has predeceased the Participant shall automatically pass
\n to the Participant and shall not be transferable by such spouse in any
\n manner, including but not limited to such spouse’s will, nor shall such
\n interest pass under the laws of intestate succession.<\/p>\n
16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
\n for any reason, said illegality or invalidity shall not affect the
\n remaining parts hereof, but this Plan shall be construed and enforced as
\n if such illegal or invalid provision had never been inserted herein.<\/p>\n
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16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
\n under this Plan is to be paid to a minor, a person declared incompetent
\n or a person incapable of handling the disposition of that person’s
\n property, the Committee may direct payment of such benefit to the
\n guardian, legal representative or person having the care and custody of
\n such minor, incompetent or incapable person. The Committee may require
\n proof of minority, incompetence, incapacity or guardianship, as it may
\n deem appropriate prior to distribution of the benefit. Any payment of a
\n benefit shall be a payment for the account of the Participant and the
\n Participant’s Beneficiary, as the case may be, and shall be a complete
\n discharge of any liability under the Plan for such payment amount.<\/p>\n
16.15 COURT ORDER. The Committee is authorized to make any payments directed by
\n court order in any action in which the Plan or the Committee has been
\n named as a party. In addition, if a court determines that a spouse or
\n former spouse of a Participant has an interest in the Participant’s
\n benefits under the Plan in connection with a property settlement or
\n otherwise, the Committee, in its sole discretion, shall have the right,
\n notwithstanding any election made by a Participant, to immediately
\n distribute the spouse’s or former spouse’s interest in the
\n Participant’s benefits under the Plan to that spouse or former spouse.<\/p>\n
16.16 DISTRIBUTION IN THE EVENT OF TAXATION.<\/p>\n
(a) IN GENERAL. If, for any reason, all or any portion of a Participant’s
\n benefits under this Plan becomes taxable to the Participant prior to
\n receipt, a Participant may petition the Committee before a Change in
\n Control, or the Trustee of the Trust after a Change in Control, for a
\n distribution of that portion of his or her benefit that has become
\n taxable. Upon the grant of such a petition, which grant shall not be
\n unreasonably withheld (and, after a Change in Control, shall be
\n granted), a Participant’s Employer shall distribute to the Participant
\n immediately available funds in an amount equal to the taxable portion
\n of his or her benefit (which amount shall not exceed a Participant’s
\n unpaid vested Account Balance under the Plan). If the petition is
\n granted, the tax liability distribution shall be made within 90 days
\n of the date when the Participant’s petition is granted. Such a
\n distribution shall affect and reduce the benefits to be paid under
\n this Plan.<\/p>\n
(b) TRUST. If the Trust terminates in accordance with its terms and
\n benefits are distributed from the Trust to a Participant in accordance
\n therewith, the Participant’s benefits under this Plan shall be reduced
\n to the extent of such distributions.<\/p>\n
16.17 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
\n Employer is aware that upon the occurrence of a Change in Control, the
\n Board or the board of directors of a Participant’s Employer (which
\n might then be composed of new members) or a shareholder of the Company
\n or the Participant’s Employer, or of any successor corporation, might
\n cause or attempt to cause, the Company, the Participant’s Employer or
\n such successor to refuse to comply with its obligations under the Plan
\n and might cause or attempt to cause the Company or the Participant’s
\n Employer to institute, or may institute, litigation seeking to deny
\n Participants the benefits intended under the Plan. In these
\n circumstances, the purpose of the Plan could be frustrated.
\n Accordingly, if, following a Change in Control, it should appear to any
\n Participant that the <\/p>\n
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Company, the Participant’s Employer or any successor corporation has failed
\n to comply with any of its obligations under the Plan or any agreement
\n thereunder or, if the Company, such Employer or any other person takes any
\n action to declare the Plan void or unenforceable or institutes any
\n litigation or other legal action designed to deny, diminish or to recover
\n from any Participant the benefits intended to be provided (collectively,
\n the “Dispute”), then the Company and the Participant’s Employer shall pay,
\n if the Participant prevails in the Dispute, the Participant’s reasonable
\n legal fees and court costs actually incurred by the Participant in the
\n initiation or defense of the Dispute, whether by or against the Company or
\n the Participant’s Employer or any director, officer, shareholder or other
\n person affiliated with the Company, the Participant’s Employer or any
\n successor thereto.<\/p>\n
IN WITNESS WHEREOF, the Company has signed this Plan document effective as of
\nJanuary 1, 2001.<\/p>\n
“Company”
\n MGM MIRAGE, a Delaware corporation<\/p>\n
By: \/s\/ SCOTT LANGSNER
\n —————————————-<\/p>\n
Title: Sr VP, Secretary and Treasurer
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