Sample Business Contracts


Employment Agreement - MGM Grand Inc. and Alejandro Yemenidjian

Employment Forms

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  • More Employment Agreements

                             EMPLOYMENT AGREEMENT




This Employment Agreement ("Agreement") is entered into on April 22, 97, by and 
                                                           ------------
between MGM GRAND, INC. a Delaware corporation ("Employer"), and ALEJANDRO 
YEMENIDJIAN, ("Employee")

1.   Employment.  Employer hereby employs Employee, and Employee hereby accepts 
     ----------
     employment by the Employer, as Employer's Pres., COO & CFO (which title 
                                               ----------------
     may be changed 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.

2.   Term.  This Agreement shall commence on April 22, 97, and continue for a 
     ----                                    ------------
     period of four (4) years until it terminates on April 22, 2001 ("Specified 
     Term").                                         --------------

3.   Compensation.  Employee shall receive a minimum annual salary of $750,000, 
     ------------
     effective January 1, 1997. 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 Employee 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, annual bonus and/or promotion by
     Employer in its sole and absolute discretion.

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

5.   Policies and Procedures. In addition to the terms herein, Employee agrees
     -----------------------
     to be bound by Employer's policies and procedures as they may be amended by
     Employer from time to time. In the event the terms in this Agreement
     conflict with Employer's policies and procedures, the terms herein shall
     take precedence. Employer recognizes that it has a responsibility to see
     that its employees understand the adverse effects that problem gambling and
     underage gambling can have on individuals and the gaming industry as a
     whole. Employee acknowledges having read Employer's policies, procedures
     and manuals and agrees to abide by the same, including but not limited to
     Employer's policy of prohibiting underage gaming and supporting programs
     to treat compulsive gambling.

<PAGE>
 
6.   Licensing Requirements.  Employee acknowledges that Employer is engaged in 
     ----------------------
     a business that is or may be subject to and exists because of privileged
     licenses issued by governmental authorities in Nevada, Australia, New
     Jersey 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 circumstance which could or does
     jeopardize Employer's business, reputation or such licenses, or if any
     such license is threatened to be, or is, denied, curtailed, suspended or
     revoked, this Agreement may be terminated by Employer and the parties'
     obligations and responsibilities shall be determined by the provisions of
     Paragraph 10(a).

7.   Additional Consideration.  Employee has received as consideration for this 
     ------------------------
     Agreement, in addition to the Compensation stated in Paragraph 3 above, the
     sum of $40,000.00. Employee represents and warrants that such consideration
     is reasonable, adequate and sufficient for Employee's agreement to the
     terms contained herein, including but not limited to the undertakings
     stated in Paragraphs 4, 6 and 8.

8.   Restrictive Covenants
     ---------------------

     a.  Competition.  Employee acknowledges that, in the course of Employee's 
         ------------     
         responsibilities hereunder, Employee will form relationships and become
         acquainted with certain confidential and proprietary information as
         further defined in Paragraph 8 (b). Employee further acknowledges that
         such relationships and information are valuable to the Employer and
         that the restrictions on future employment, if any, are 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
         garnered before and during the Specified Term of the Employee's
         employment hereunder, Employee covenants and agrees that, except as set
         forth in subparagraphs 10(b)(ii)[b], 10(e)(v)[ii] and Paragraph 10(c),
         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 "Restrictive 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 Restrictive Period is
         operating or has applied for a gaming license


                                       2
    
<PAGE>
 
                       ("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 Employer's sole
                            discretion.

                 b.    Confidentiality. Employee further covenants and agrees 
                       ---------------
                       that Employee shall not at any time during the Specified 
                       Term or thereafter, without Employer's prior written
                       consent, disclose to any other person or business 
                       entities any trade secret (as that term is defined on 
                       Exhibit A attached hereto) proprietary or other
                       confidential information concerning Employer, including
                       without limitation, Employer's 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.
                       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, proprietary or
                       confidential information in any way, including
                       communications with or contact with any such customer
                       other than in connection with employment hereunder. Not
                       by way of limitation but by way of illustration, Employee
                       agrees that such trade secrets, proprietary or
                       confidential information specifically include but are not
                       limited to those documents and reports set forth on
                       Exhibit B.

                 c.    Employer's Property.  Employee hereby confirms that such 
                       -------------------
                       trade secrets, proprietary or confidential information
                       and all information concerning customers who utilize the
                       goods, services or facilities of the MGM Grand
                       Hotel/Casino and any other 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, Employee shall promptly
                       return to the Employer all notes, notebooks, memoranda,
                       computer disks, and any


                                       3
 


<PAGE>
 
                        other similar repositories of information (regardless of
                        whether Employee possessed such information prior to the
                        date hereof) containing or relating in any way 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 Employer. Employee agrees to notify Employer
                        ------------------
                        immediately of any employers for whom Employee works
                        during the Specified Term or within the Restrictive
                        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.

             9.   Representations.  Employee hereby represents, warrants and 
                  ---------------
                  agrees with Employer that:

                  a.    The covenants and agreements contained in Paragraphs 4 
                        and 8 above are reasonable in their geographic scope, 
                        duration and content; the Employer's agreement to employ
                        the Employee and a portion of the compensation and
                        consideration to be paid to Employee under Paragraphs 3
                        and 7 hereof, are in partial consideration for such
                        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 its
                        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 may seek to enforce such covenants
                  through any equitable remedy, including specific performance
                  or injunction, without waving any claim for damages. In any
                  such event, the Employee waives any claim that the Employer
                  has an adequate remedy at law.

            10.   Termination.
                  -----------
                   
                  a.   This Agreement may be terminated by Employer at any time
                       during the Specified Term hereof for good cause. Upon
                       any such termination, Employer shall have no

                                       4


<PAGE>
 
          further liability or obligations whatsoever to Employee hereunder
          except as provided under 10(a)(1)[a] and 10(a)(1)[b] and except that
          Employee shall be entitled to receive so much of the stock from the
          Executive Stock Option Plan as had been vested but unexercised as of
          the date of termination upon compliance by the Employee with all 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 medial reasons certified to by a licensed
               physician which precludes the 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 Employee's salary for a three (3) month period
                    following Employee's death, such amount to be paid at
                    regular payroll intervals.

               [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 an amount equal to
                    Employee's salary for an additional period of three (3)
                    months 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.

          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 Employer's Board
               of Directors, or other material breach of this Agreement; or

          iii. Employee's failure or inability to satisfy the requirements 
               stated in Paragraph 6 above.

   b.     Except as set forth in subparagraph 10(e)(iv), this Agreement may be
          terminated by Employer at any time during the Specified Term hereof,
          for any or no cause deemed sufficient by Employer upon written notice
          to Employee. Upon such termination, as its sole liability to Employee,
          Employer shall:

          i.   Treat Employee as an inactive employee, pay Employee's salary and
               continue Employee's benefits (excluding eligibility for flex
               time, discretionary bonus and new stock option grants, but
               including the continued vesting or previously granted stock
               options, if any, for a period


                                       5

<PAGE>
 
                               of up to twelve (12) months from the date
                               Employee is in an inactive employee status, if
                               Employee remains in such inactive status for such
                               period) for the period remaining in the Specified
                               Term; and

                          ii.  Provide for Employee to receive so much stock
                               from the Executive Stock Option Plan as had been
                               vested but unexercised as of the date of
                               termination of Employee's inactive employee
                               status upon compliance by the Employee with all
                               the terms and conditions required to exercise
                               such options.

                      Employee shall continue to be bound by the restrictions 
                      Paragraph 8 above, as modified by subparagraph 10(f).

                      Notwithstanding anything herein to the contrary:

                               [a]  While Employee is in an inactive status
                                    Employee may be employed by or provide
                                    consultation services to a non-Competitor of
                                    Employer, provided that Employer shall be
                                    entitled to offset the salary being paid by
                                    Employer during the Specified Term by the
                                    compensation and/or consultant's fee being
                                    paid to Employee by the non-Competitor of
                                    Employer, and provided further, that
                                    Employer shall not be required to continue
                                    to provide benefits from and after the time
                                    that Employee is entitled to receive
                                    benefits from the non-Competitor of
                                    Employer; and

                               [b]  At any time after the end of the Restricted 
                                    Period, if the Employee is in an inactive
                                    status, Employee may notify Employer in
                                    writing that Employee desires to terminate
                                    Employee's inactive status and immediately
                                    thereafter Employer shall have no further
                                    liability or obligations to Employee
                                    hereunder, except that Employee shall be
                                    entitled to receive so much stock from the
                                    Executive Stock Option Plan as is vested but
                                    unexercised as of the date of termination of
                                    Employee's inactive status upon compliance
                                    by the Employee with all the terms and
                                    conditions required to exercise such
                                    options.

                          For clarification, upon a Change of Control (as
                          described in Paragraph 10(e), below), Employer may no
                          longer terminate this Agreement pursuant to this
                          Paragraph 10(b).

                      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; or


                                       6

<PAGE>
 
               ii.  material reduction in the scope of duties or
                    responsibilities of Employee or any reduction in Employee's
                    salary save and except a "Disputed Claim".

          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 either cure the breach or declare that a dispute
          exists with the breach claimed, in either of which case this Agreement
          continues 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 so much of the stock from
          the Executive Stock Option Plan as had been vested but unexercised as
          of the date of termination, upon compliance by the Employee with all
          the terms and conditions required to exercise such option. 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 so much of the stock from the
          Executive Stock Option Plan as had been vested but unexercised as of
          the date of termination, upon compliance by the Employee with all the
          terms and conditions required to exercise such option. Upon any such
          termination, Employee shall be subject to the undertakings contained
          in Paragraph 8.

     c.   In the event that there is a change in control of MGM Grand, Inc.
          ("Parent"), if such change of control is a result of a sale or
          exchange of outstanding common stock of Parent 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 Parent is
               no longer publicly held, then upon the Effective Date of the
               Change of Control all


                                       7
<PAGE>
 
          options held by Employee to purchase common stock of Parent shall be
          exercisable at the time or times they would otherwise have been
          exercisable for the consideration (cash, stock or otherwise) which the
          holders of Parent common stock received in such exchange. For example,
          if immediately prior to the Effective Date, Employee has options to
          acquire 5,000 shares of Parent's common stock and the exchange of
          stock is one share of common stock, of Parent for two shares of
          common stock of the acquiring entry, 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 Parent's outstanding
          common stock for cash with the result that Parent's common stock is no
          longer publicly held, then upon the Effective Date all options held by
          Employee to purchase common stock of Parent shall be exercisable at 
          the time or times they would otherwise have been exercisable for cash
          equal to the difference between the price per share of common stock
          paid by the acquiring entity for Parent's shares of common stock
          ("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 Parent
          common stock at a Strike Price of $35, and the Purchase Price was $40,
          then upon the vesting of such options Employee would be entitled to
          receive $10,000 in full satisfaction of such options (2,000 shares
          times $5 per share).

   iv.    Employer may terminate the Agreement only for good cause pursuant to
          Paragraph 10(a) or pursuant to subparagraph 10(e)(v). Employee may
          terminate the Agreement only for good cause pursuant to Paragraph
          10(c) or pursuant to Paragraph 10(d). and

   v.     Employer may terminate this Agreement for any or no cause upon written
          notice to Employee. In the event of a termination hereunder, as its
          sole liability to Employee, Employer shall:

          [a]  Treat Employee as an inactive employee, pay Employee's salary,
               continue Employee's benefits (excluding eligibility for flex
               time, discretionary bonus and new stock option grants) and comply
               with the provisions of subparagraphs 10(e)(ii) and 10(e)(iii) for
               the remainder of the Specified Term.

   Employee shall continue to be bound by the restrictions in Paragraph 8 above.

   Notwithstanding anything herein to the contrary:

          [i]  While Employee is in an inactive status Employee may be employed
               by or provide consultation services to a non-Competitor of
               Employer, provided that Employer shall be entitled to offset the
               salary being paid by Employer during the Specified Term by the

                                       8

<PAGE>
 
 
                                        compensation and/or consultant's fee 
                                        being paid to Employee by the non-
                                        Competitor of Employer, and provided
                                        further, that Employer shall not be
                                        required to continue to provide benefits
                                        from and after the time that Employee is
                                        entitled to receive benefits from the
                                        non-Competitor of Employer; and

                                  [ii]  At any time after the end of the 
                                        Restrictive Period, if the Employee is
                                        in an inactive status, Employee may be
                                        employed by or provide consultation
                                        services to a Competitor of Employer,
                                        provided that Employer shall be entitled
                                        to offset the salary being paid by 
                                        Employer during the Specified Term by
                                        the compensation and/or consultant's fee
                                        being paid to Employee by the Competitor
                                        of Employer, and provided further, that
                                        Employer shall not be required to
                                        continue to provide benefits from and
                                        after the time that Employee is 
                                        entitled to receive benefits from the
                                        Competitor of Employer, and provided
                                        further that the obligations and
                                        restrictions on Employee which are set
                                        forth in Paragraphs 8(b) and (c) shall
                                        still apply.

                      f.  Notwithstanding anything contained in this Agreement 
                          to the contrary, the undertakings contained in 
                          Paragraph 8 shall survive a termination of the
                          Agreement or of the Employee's employment, regardless
                          of the reason for such termination, except where
                          termination occurs pursuant to subparagraph 10(b)(ii)
                          [b] or Paragraph 10(c).  In the event the Agreement is
                          terminated pursuant to subparagraph 10(b)(ii)[b] the
                          restriction stated in Paragraph 8(a) on Employee
                          accepting employment elsewhere shall not apply; 
                          however, the obligations and restrictions set forth in
                          Paragraphs 8(b) and (c) shall still apply.  For a
                          termination under Paragraph 10(c), the restriction
                          stated in Paragraph 8(a) on Employee accepting
                          employment elsewhere shall not apply except that the
                          restrictions under subparagraphs 8(a)(i) - (iv) and 
                          Paragraphs 8(b) - (d) shall still apply.

               11.  Disputed Claim/Arbitration. A "Disputed Claim" occurs when
                    --------------------------
                    Employee maintains pursuant to Paragraph 10(c) that Employer
                    has breached its duty to Employee and Employer has denied
                    such breach.  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 Employer's breach of a Disputed Claim.  
                    Nothing herein shall preclude or prohibit Employer or
                    Employee from invoking the provisions of Paragraph 10(b),
                    or Employer seeking or obtaining injunctive or other
                    equitable relief, provided that upon a Change of Control
                    (as described in Paragraph 10(e), above, Employer may no
                    longer invoke the provisions of Paragraph 10(b), but may
                    invoke the provisions of subparagraph 10(e)(v).

                                       9

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

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

                                (B)  To terminate this Agreement pursuant to
                                Paragraph 12, in which event neither party shall
                                have any further obligation to the other, except
                                that Employee still shall be subject to the
                                restrictions contained in Paragraphs 8(b) and
                                (c).

                                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.

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

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

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

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

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

                                      10
<PAGE>
 
                  18.  Headings.  The headings in this Agreement have been
                       --------
                       included solely for convenience of reference and shall 
                       not be considered in the interpretation or construction
                       of this Agreement.

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

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

                  21.  Prior Agreements.  This Agreement shall supersede and
                       ----------------
                       replace any and all other employment agreements which may
                       have been entered into by and between the parties,
                       including, but not limited to that certain letter
                       agreement dated 1/3/91, 2/9/93.  Any such prior
                       employment agreements shall be of no force and effect.

                       IN WITNESS WHEREOF, Employer and Employee have entered
                  into this Agreement in Las Vegas, Nevada, on April 22,
                  1997.

                  EMPLOYEE                      EMPLOYER - MGM GRAND, INC.

                  /s/ Alejandro Yemenidjian         ILLEGIBLE
                  -------------------------     By:-----------------------
                      ALEJANDRO YEMENIDJIAN


                  --------------------                Chairman and CEO
                  Case Number                   Title:--------------------

                                      11
<PAGE>
 
                                   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.

                                      12
<PAGE>
 
                                   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 Garning 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


                                      13

<PAGE>
 
                                   EXHIBIT C

                                            April 22, 1997



Dear Mr. Yemenidjian:

      This letter will supplement the employment agreement, dated 4/22/97, 
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

AGREED TO AND ACKNOWLEDGED



/s/   Alejandro Yemenidjian                 Dated: April 22, 1997
---------------------------------                  --------
      Alejandro Yemenidjian

                                      14

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