Employment Agreement

Exhibit 10.1



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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (" Agreement ") is made and entered into on November 8, 2007, with effect from the 4 TH day of July 2007, by and between WYNN INTERNATIONAL MARKETING, LTD. (" Employer ") and IAN MICHAEL COUGHLAN (" Employee ").



RECITALS



A. Employee and Employee are party to that certain Employment Agreement (the "Existing Agreement") dated as of September 6, 2006 pursuant to which Employee has been employed as Director of Hotel Operations, Wynn Worldwide and Employer and Employee desire to amend the Existing Agreement to reflect Employee's promotion to President of Wynn Macau as of July 4, 2007;



B. Employee has represented and warranted to Employer that Employee possesses sufficient qualifications and expertise in order to fulfill the terms of the employment stated in this Agreement; and,



C. Employer is willing to employ Employee, and Employee is desirous of accepting employment from Employer under the terms and pursuant to the conditions set forth herein;



NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings, undertakings, representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee do hereby covenant and agree as follows:



1. DEFINITIONS . As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them herein, unless a different meaning clearly appears from the context:



(a) " Affiliate" - means with respect to a specified Person, any other Person who or which is (i) directly or indirectly controlling, controlled by or under common control with the specified Person, or (ii) any member, director, officer or manager of the specified Person. For purposes of this definition, only, "control", "controlling", and "controlled ? mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting power of the stockholders, members or owners and, with respect to any individual, partnership, trust or other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.



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(b) " Anniversary " - means each anniversary date of the Effective Date during the Term of this Agreement (as defined in paragraph 5 hereof).



(c) " Benefits Date " ? means January 1, 2007.



(d) " Cause " - means



(i) the willful destruction by Employee of the property of Employer or an Affiliate of Employer having a material value to Employer or such Affiliate;



(ii) fraud, embezzlement, theft, or comparable dishonest activity committed by Employee (excluding acts involving a de minimis dollar value and not related to Employer or an Affiliate of Employer);



(iii) Employee's conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to Employer or an Affiliate of Employer);



(iv) Employee's breach, neglect, refusal, or failure to materially discharge his duties (other than due to physical or mental illness) commensurate with his title and function, or Employee's failure to comply with the lawful directions of Employer's Board of Directors or the board of directors of Wynn Resorts, Limited ("WRL"), that is not cured within fifteen (15) days after Employee has received written notice thereof from either board;



(v) a willful and knowing material misrepresentation to Employer's Board of Directors or and WRL's board of directors;



(vi) a willful violation of a material policy of Employer, which does or could result in material harm to i) Employer or its Affiliates, or ii) Employer's or its Affiliates' reputation; or



(vii) Employee's material violation of a statutory or common law duty of loyalty or fiduciary duty to Employer or an Affiliate of Employer,



provided , however , that Employee's disability due to illness or accident or any other mental or physical incapacity shall not constitute "Cause" as defined herein.



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(e) " Change of Control " - means the occurrence, after the Effective Date, of any of the following events:



(i) any "Person" or "Group" (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the " Exchange Act ") and the rules and regulations promulgated thereunder), excluding any Excluded Stockholder, is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of WRL, or of any entity resulting from a merger or consolidation involving WRL, representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of WRL or such entity;



(ii) the individuals who, as of the Effective Date, are members of the WRL board of directors (the " Existing Directors ") cease, for any reason, to constitute more than fifty percent (50%) of the number of authorized directors of WRL as determined in the manner prescribed in WRL's Articles of Incorporation and Bylaws; provided , however , that if the election, or nomination for election, by WRL's stockholders of any new director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such new director shall be considered an Existing Director; provided further , however , that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the WRL board of directors (a " ProxyContest "), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or



(iii) the consummation of (x) a merger, consolidation or reorganization to which Employer is a party, whether or not Employer is the Person surviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of Employer, in one transaction or a series of related transactions, to any Person other than Employer, where any such transaction or series of related transactions as is referred to in clause (x) or clause (y) above in this subparagraph (iii) (singly or collectively, a " Transaction ") does not otherwise result in a "Change of Control" pursuant



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to subparagraph (i) of this definition of "Change of Control"; provided , however , that no such Transaction shall constitute a "Change of Control" under this subparagraph (iii) if the Persons who were the stockholders of Employer immediately before the consummation of such Transaction are the Beneficial Owners, immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person surviving or resulting from any merger, consolidation or reorganization referred to in clause (x) above in this subparagraph (iii) or the Person to whom the assets of Employer are sold, assigned, leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subparagraph (iii), in substantially the same proportions in which such Beneficial Owners held voting stock in Employer immediately before such Transaction.



For purposes of the foregoing definition of "Change of Control," the term "Excluded Stockholder" means Stephen A. Wynn, the spouse, siblings, children, grandchildren or great grandchildren of Stephen A. Wynn, any trust primarily for the benefit of the foregoing persons, or any Affiliate of any of the foregoing persons.



(f) " Complete Disability " - means the inability of Employee, due to illness or accident or other mental or physical incapacity, to perform his obligations under this Agreement for a period as defined by Employer's disability plan or plans.



(g) " Confidential Information " - means any information that is possessed or developed by or for Employer or its Affiliates and which relates to the Employer's or its Affiliates' existing or potential business or technology, which is not generally known to the public or to persons engaged in business similar to that conducted or contemplated by Employer or its Affiliates, or which Employer or its Affiliates seeks to protect from disclosure to its existing or potential competitors or others, and includes without limitation know how, business and technical plans, strategies, existing and proposed bids, costs, technical developments, purchasing history, existing and proposed research projects, copyrights, inventions, patents, intellectual property, data, process, process parameters, methods, practices, products, product design information, research and development data, financial records, operational manuals, pricing and price lists, computer programs and information stored or developed for use in or with computers, customer information, customer lists, supplier lists, marketing plans, financial information, financial or business projections, and all other compilations of information which relate to the business of Employer or its Affiliates, and any other proprietary



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material of Employer or its Affiliates, which have not been released to the general public. Confidential Information also includes information received by Employer or any of its Affiliates from others that the Employer or its Affiliates has an obligation to treat as confidential.



(h) " Effective Date " ? means July 4, 2007.



(i) " Good Reason " - means the occurrence, of any of the following (except with Employee's written consent or resulting from an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer or its Affiliate promptly after receipt of notice thereof from Employee):



(i) Employer or an Affiliate of Employer reduces Employee's Base Salary (as defined in Subparagraph 7(a) below);



(ii) Employer discontinues its bonus plan in which Employee participates as in effect without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus plan so as to materially reduce Employee's potential bonus at any given level of economic performance of Employer or its successor entity;



(iii) Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided;



(iv) Employer or any of its Affiliates reduces Employee's responsibilities or directs Employee to report to a person of lower rank or responsibilities than the person to whom Employee reported; or



(v) the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement.



For purposes of this Agreement, a determination by Employee that Employee has "Good Reason" shall be final and binding on Employer and Employee absent a showing of bad faith on Employee's part.



(j) " Separation Payment " ? means a lump sum equal to Employee's compensation as set forth in Subparagraphs 7(a) of this Agreement for the remainder of the Term, but not less than one (1) year of Base Salary, and a pro-rated amount of any bonuses that might otherwise



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have been paid to Employee under Subparagraph 7(b) for any bonus periods that would have concluded during the remainder of the Term.



(k) " Trade Secrets " - means unpublished inventions or works of authorship, as well as all information possessed by or developed by or for Employer or its Affiliate, including without limitation any formula, pattern, compilation, program device, method, technique, product, system, process, design, prototype, procedure, computer programming or code that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable to maintain its secrecy.



(l) " Work of Authorship " - means any computer program, code or system as well as any literary, pictorial, sculptural, graphic or audio visual work, whether published or unpublished, and whether copyrightable or not, in whatever form and jointly with others that (i) relates to any of Employer's or its Affiliate's existing or potential products, practices, processes, formulations, manufacturing, engineering ...