CEO TRANSITION AGREEMENT
This CEO Transition Agreement (the Agreement), effective as of February 11, 2020 (the Effective Date), is made and entered into by and between MGM Resorts International (the Company) and James J. Murren (Executive).
WHEREAS, Executive currently serves as Chairman of the Board of Directors and Chief Executive Officer of the Company pursuant to the terms of an Employment Agreement with the Company dated October 3, 2016 (the Employment Agreement);
WHEREAS, Executive has informed the Board of Directors of the Company (the Board) that he does not intend to continue as Chief Executive Officer beyond the expiration of the term of the Employment Agreement on December 31, 2021, but will continue to serve as Chief Executive Officer from the Effective Date hereof until the Board appoints a successor;
WHEREAS, Executive has agreed to resign from his position as Chief Executive Officer upon the appointment of his successor;
WHEREAS, following such resignation, Executive shall continue to serve as Chairman and a member of the Board until such date as the Board requests that he resign;
WHEREAS, the parties intend that Executive will continue to serve the Company following his resignation as Chief Executive Officer in certain specified capacities at the request of the Board until December 31, 2021; and
WHEREAS, the parties wish to provide for the terms of Executives resignation and the transition of his duties with the Company.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2021, unless earlier terminated as provided herein (the Term). During the Term, (i) the period from the Effective Date until the Resignation Date (as defined in Section 2 below) is referred to herein as the CEO Period, (ii) the period from the Resignation Date through December 31, 2020 is referred to herein as the Transition Period and (iii) the period from January 1, 2021 through December 31, 2021 is referred to herein as the Consulting Period, each unless earlier terminated as provided herein. In the event that the Resignation Date does not occur prior to December 31, 2020, the CEO Period shall terminate on December 31, 2020, Executive shall be entitled to the payments and benefits under Section 4(a) hereof and the Consulting Period shall commence on January 1, 2021.