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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 13, 2010
MGM Resorts International
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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001-10362
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.) |
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3600 Las Vegas Boulevard South, Las
Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code) |
(702) 693-8077
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On December 13, 2010, MGM Resorts International (the Company) and Robert H. Baldwin entered into
an employment agreement, effective as of December 13, 2010 (the Employment Agreement). The
Employment Agreement replaces and supersedes the employment agreement dated September 16, 2005, as
amended on December 31, 2008, between Mr. Baldwin and the Company (the Prior Agreement). The
Employment Agreement provides for a term of employment, as Chief Design and Construction Officer of
the Company, commencing December 13, 2010 through December 13, 2014.
The Employment Agreement provides for an increase in Mr. Baldwins annual base salary from
$1,500,000 to $1,650,000 effective as of January 5, 2010; provided, that the Company will make a
one-time catch-up payment to Mr. Baldwin in an amount equal to the excess of the base salary
payable under the Employment Agreement for periods on or after January 5, 2010 and prior to
December 13, 2010 over the base salary paid to Mr. Baldwin for such periods under the Prior
Agreement. Mr. Baldwins annual target bonus (the Bonus), as determined under the Companys
Annual Performance-Based Incentive Plan for Executive Officers, or any successor plan, shall be
$2,700,000 commencing with fiscal year 2011; provided, that the terms of Mr. Baldwins Bonus for
fiscal year 2010 shall be as currently established pursuant to the Prior Agreement. Mr. Baldwin is
also entitled to receive an additional $1,500,000 cash bonus for the completion of the CityCenter
project. The Employment Agreement also provides Mr. Baldwin with certain other benefits and
perquisites, which are discussed in detail in the Employment Agreement.
Upon a
termination by (i) the Company for any cause other than for good
cause or due to disability, (ii) the Company for no cause, or (iii)
by Mr. Baldwin for good cause, the Company will have no further liability or
obligations under the Employment Agreement, except for the additional cash bonus relating to the
CityCenter project, as provided under the SARs Agreement, for business or travel expense
reimbursements accrued and unpaid as of the date of such termination (collectively, the Accrued
Rights) and the following: the Company will treat Mr. Baldwin as an inactive employee through the
Restrictive Period (defined generally as 12 months following
separation by Mr. Baldwin from active employment) and Mr. Baldwin will be entitled to receive salary through
the date of termination (to the extent unpaid) and for a 12-month period following termination, any
Bonus attributable to the Companys most recently completed fiscal year (to the extent unpaid) on a
non-discretionary basis except to the extent all executives who participate in the same bonus
arrangement that applies to Mr. Baldwin are treated in an identical fashion with respect to their
Bonuses, a lump-sum payment equal to the excess of $4,000,000 over the continued salary paid for
the 12-month period, continuation of health and insurance benefits for him and his dependents for
up to 4 years following termination (or a cash payment in respect thereof if the Company is unable
to provide such continued coverage) subject to certain conditions and
exceptions set forth in the Employment Agreement.
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In the event there is a Change of Control, Mr. Baldwin has the right to terminate employment upon
30 days notice, provided that such notice must be given no later than 90 days
following the Change of Control (and may be given prior to the Change of Control conditional upon
the occurrence of the Change of Control). Upon a termination in connection with a Change of
Control, the Company will have no further liability or obligations under the Employment Agreement,
except for the Accrued Rights and the following: A lump sum amount equal to $4,000,000 plus any
Bonus attributable to the Companys most recently completed fiscal year (to the extent not already
paid) determined on a non-discretionary basis except to the extent all executives who participate
in the same bonus arrangement that applies to Mr. Baldwin are treated in an identical fashion with
respect to their Bonuses.
Upon a termination in connection with a change of control which is a not
a Change of Control Event as described in Section 409A of the Internal Revenue Code, in lieu of he
foregoing (other than the Accrued Rights) Mr. Baldwin will be entitled to salary through the date
of termination (to the extent unpaid) and for a 12-month period following termination, any Bonus
attributable to the Companys most recently completed fiscal year (to the extent unpaid) on a
non-discretionary basis except to the extent all executives who participate in the same bonus
arrangement that applies to Mr. Baldwin are treated in an identical fashion with respect to their
Bonuses, a lump-sum payment equal to the excess of $4,000,000 over the continued salary paid for
the 12-month period, continuation of certain health and insurance benefits subject to certain conditions. If any payments or benefits payable to Mr. Baldwin pursuant to the
terms of the Employment Agreement or otherwise in connection with, or arising out of, his
employment with the Company on a change in ownership or control (within the meaning of Section 280G
of the Internal Revenue Code) would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code, Mr. Baldwins payments and benefits will be reduced to the maximum amount
such that no portion of the payments and benefits would be subject to the excise tax only if,
following such reduction, Mr. Baldwin would retain a greater amount of such payments and benefits
than if no reduction had occurred and Mr. Baldwin paid any applicable excise tax.
The
Employment Agreement also provides for certain payments on death or
disability.
The Employment Agreement mandates that certain obligations of Mr. Baldwin relating to
confidentiality, providing services to competitors and others, and soliciting customers and Company
employees shall continue even after termination of employment, regardless of the reason for such
termination, with certain exception provided for in the Employment Agreement.
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The foregoing description is not a complete description of the Employment Agreement and is
qualified in its entirety by reference to the full text of the Employment Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02. Any
capitalized terms not defined herein are defined in the Employment Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits: |
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No. |
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Description |
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10.1
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Employment Agreement, dated December 13, 2010, by
and between Robert H. Baldwin and MGM Resorts
International |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MGM
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Date: December 17, 2010 |
By: |
/s/ John M. McManus
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John M. McManus |
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Executive Vice President, General
Counsel and Secretary |
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INDEX TO EXHIBITS
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No. |
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Description |
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10.1
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Employment Agreement, dated December 13, 2010, by and between
Robert H. Baldwin and MGM Resorts International |
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