Exhibit 10.6
FOURTH AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This FOURTH AMENDMENT TO EMPLOYMENT
AGREEMENT (this “ Fourth Amendment ”) is entered
into as of the 31st day of December, 2008, by and between Wynn
Resorts, Limited (“ Employer ”) and Stephen A.
Wynn (“ Employee ”). Capitalized terms that are
not defined herein shall have the meanings ascribed to them in the
Agreement (as defined below).
RECITALS
WHEREAS, Employer and Employee have
entered into that certain Employment Agreement, dated as of
October 4, 2002, as amended by that certain First Amendment to
Employment Agreement dated as of August 6, 2004, and as
further amended by that certain Second Amendment to Employment
Agreement dated as of January 31, 2007, and as further amended
by that certain Third Amendment to Employment Agreement dated as of
September 11, 2008 (collectively, the “ Agreement
”); and
WHEREAS, Employer is willing and
Employee desires to modify certain terms and conditions to the
Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of
the foregoing and the respective representations, warranties,
covenants and agreements set forth in this Amendment, the parties
hereto agree as follows:
1. Termination of Affiliate
Positions . Concurrent with Employee’s resignation from
Employer or upon expiration or termination of the Agreement,
Employee agrees to resign, and shall be deemed to have resigned,
all other positions and Board of Director memberships that Employee
may have held immediately prior to Employee’s resignation
from Employer or expiration or termination of the
Agreement.
2. Section 409A
Provision . Notwithstanding any provision of the Agreement to
the contrary, if, at the time of Employee’s termination of
employment with the Employer, he or she is a “specified
employee” as defined in Section 409A of the I
