EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.12

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of the 7th day of November, 2007, by and between STATION CASINOS, INC. , a Nevada corporation, with its principal offices located at 1505 South Pavilion Center Drive, Las Vegas, Nevada  89135 (the “ Company ”), and WILLIAM W. WARNER (the “ Executive ”).

WHEREAS , the Company and the Executive are parties to an Executive Employment Agreement dated as of May 20, 2003 (the “ Former Agreement ”); and

WHEREAS , the Executive has agreed to continue his employment with the Company on the terms and conditions set forth herein; and

WHEREAS , the parties to this Agreement desire to replace the Former Agreement in its entirety with this Agreement, and the Former Agreement shall no longer be of any force or effect;

NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each individually a “ Party ” and together the “ Parties ”) agree as follows.

1.              DEFINITIONS . In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1            “ Affiliate ” shall mean any Person controlling, controlled by or under common control with, the Company.

1.2            “ Base Salary ” shall mean the salary provided for in Section  3.1 of this Agreement, as the same may be increased from time to time thereunder.

1.3            “ Board ” shall mean the Board of Directors of the Company.

1.4            “ Cause ” shall mean that the Executive:

(a)            has been convicted of any felony;

(b)            has been found unsuitable to hold a gaming license by a final non-appealable decision of the Nevada Gaming Commission; or

(c)            in carrying out his duties under this Agreement, has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company.

1.5            “ Change in Control ” shall mean the following:  (A) prior to the occurrence of an Initial Public Offering (as defined in the LLC Agreement), the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any “person” or “group” (in each case, as such term is used in Section 13(d)(3) of the

Exchange Act), other than any Member of HoldCo LLC who is an Existing Equity Holder or Permitted Transferee (as defined in the LLC Agreement) of such a Member of HoldCo LLC, or an Affiliate thereof, becomes the “beneficial owner” (as such term is defined in rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the total issued and outstanding Class A Units and Class B Units of HoldCo LLC; (B) after the occurrence of an Initial Public Offering, the consummation of any transaction (including, without limitation, any merger or consolidation) as a result of which any person or group, other than a Member of HoldCo LLC who is an Existing Equity Holder or Permitted Transferee of such a Member of HoldCo LLC, or any Affiliate thereof, becomes the beneficial owner of more than thirty-five percent (35%) of the total issued and outstanding shares of Voting Stock of the IPO Corporation; or (C) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of more than fifty percent (50%) (as measured by fair market value at the time of transfer) of the assets of the Company to any person (other than the Company or a Company subsidiary), other than (x) any Member of HoldCo LLC on the date hereof or Permitted Transferee of such a Member of HoldCo LLC or Affiliate thereof or (y) as part of any financing transaction engaged in by the Company or a Company subsidiary. In addition, no Change of Control shall be deemed to have occurred as a result of any reorganization of or similar transaction engaged in by the Company or any subsidiary of the Company (including in respect of an Initial Public Offering). The Executive acknowledges and agrees that the consummation of the transactions contemplated by that Agreement and Plan of Merger dated February 23, 2007, and amended as of May 4, 2007, among HoldCo LLC, FCP Acquisition Sub and the Company shall not constitute a “Change in Control” hereunder.

1.6            “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

1.7            “ Company Property ” shall mean all items and materials provided by the Company to the Executive, or to which the Executive has access, in the course of his employment, including, without limitation, all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, drawings, blueprints and other documents and similar items relating to the Company, its Affiliates or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.8            “ Competing Business ” shall mean any Person engaged in the gaming industry that directly or through an affiliate or subsidiary conducts its business within the Restricted Area.

1.9            “ Confidential Information ” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including, without limitation, its products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning its customers whether or not such information has been reduced to documentary form. Confidential Information does not

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include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive.

1.10          “ Deferred Compensation Plan for Executives ” shall mean the Company’s Deferred Compensation Plan for Executives, effective as of November 30, 1994, as the same may be amended from time to time.

1.11          “ Disability ” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a period of ninety (90) days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, the other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

1.12          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.13          “ Existing Equity Holders ” shall mean Frank J. Fertitta III, Blake L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta, the Executive, Scott M Nielson and Richard J. Haskins, and their executors, administrators or the legal representatives of their estates, their heirs, distributees and beneficiaries, and any trust as to which any of the foregoing is a settlor or co-settlor and any corporation, partnership or other entity which is an affiliate of any of the foregoing, and any lineal descendants of such persons (but only to the extent that the beneficial ownership of the Class A and/or Class B Units of HoldCo LLC held by such lineal descendants was directly received by gift, trust or sale from any such person).

1.14          “ Good Reason, ” as used in Section 7.2 , shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)            the Executive is assigned duties or responsibilities that are inconsistent, in any significant respect, with the position of a senior manager;

(b)            the Executive is required to relocate from, or maintain his principal office outside of, Clark County, Nevada;

(c)            the Executive’s Base Salary is decreased by the Company;

(d)            the Executive is excluded from participation in any employee benefit or short-term incentive plan or program offered to other similarly situated

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executives of the Company or his benefits under such plans or programs or opportunities under any employee benefit or incentive plan or program of the Company is or are materially reduced;

(e)            the Company fails to pay the Executive any deferred payments that have become payable under the Deferred Compensation Plan for Executives or other bonus or incentive plans;

(f)             the Company fails to reimburse the Executive for business expenses in accordance with the Company’s policies, procedures or practices;

(g)            the Company fails to agree to or to actually indemnify the Executive for his actions and/or inactions, as either a director or an officer of the Company, in accordance with Section 10 , and/or the Company fails to maintain reasonably sufficient levels of directors’ and officers’ liability insurance coverage for the Executive when such insurance is available; or

(h)            the Company fails to obtain a written agreement from any successor or assign of the Company to assume the obligations under this Agreement upon a Change in Control.

For purposes of this Agreement, a determination by the Executive that the Executive has “Good Reason” shall be final and binding on the Company and the Executive absent a showing of bad faith on the part of the Executive.

1.15          “HoldCo LLC” shall mean Fertitta Colony Partners LLC.

1.16          “IPO Corporation” shall mean the Company (or Affiliate thereof) which is the issuer of the equity interests offered and sold in the Initial Public Offering.

1.17          “LLC Agreement” shall mean that Second Amended and Restated Operating Agreement of Fertitta Colony Partners LLC, dated of even date herewith, as the same may be amended from time to time in accordance with the terms thereof.

1.18          “ Long-Term Stay-On Agreement ” shall mean that Long-Term Stay-On Performance Incentive Agreement dated April 1, 2002, between the Company and the Executive.

1.19          “ Person ” shall mean any individual, firm, partnership, association, trust, company, corporation or other entity.

1.20          “ Pro Rata Annual Bonus ” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company and the denominator of which is 365.

1.21          “Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a forty-five (45) mile radius of that city, and (b) any area in or within a one hundred fifty (150) mile radius of any other location in which the Company or any of its Affiliates are directly or indirectly engaged in the development, ownership, operation or management of any

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gaming activities or is actively pursuing any such activities; provided , however , that in the event the Executive voluntarily terminates this Agreement pursuant to Sections 6.3, 7.2 or 7.3 , the Restricted Area shall (a) after the first twelve (12) months of the Restriction Period, exclude the Las Vegas Strip (which is defined as that area bounded by Koval Lane and straight extensions thereof on the East, Charleston Boulevard on the North, I-15 on the West, and Sunset Road on the South) and (b) after a Change in Control, exclude Downtown Las Vegas (which is defined as that area bounded by Eastern Avenue and straight extensions thereof on the East, I-515 (U.S. Highway 93/95) on the North, I-15 on the West, and Charleston Boulevard on the South).

1.22          “ Restriction Period ” shall mean the period ending twenty-four (24) months after the termination or expiration of the Term of Employment, regardless of the reason for such termination or expiration.

1.23          “ Special Long-Term Disability Plan ” shall mean the Company’s Special Long-Term Disability Plan, effective as of November 30, 1994, as the same may be amended from time to time.

1.24          “Sponsor Equity Holder” shall mean the affiliates of Colony Capital, LLC, including FC Investor, LLC and its affiliated funds and controlled accounts.

1.25          “ Supplemental Management Retirement Plan ” shall mean the Company’s Supplemental Management Retirement Plan, effective as of November 30, 1994, as the same may be amended from time to time.

1.26          “Target Annual Bonus” shall mean an amount that is no less than one hundred percent (100%) of the Executive’s then current Base Salary.

1.27          “ Term of Employment ” shall mean the period specified in Section 2.2 .

1.28          “ Voting Stock ” shall mean capital stock or other equity interests of any class or classes whose holders are entitled under ordinary circumstances (irrespective of whether at the time stock or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency) to vote for the election of a majority of the directors, managers, trustees or other governing body of such Person.

2.              TERM OF EMPLOYMENT, POSITION AND RESPONSIBILITIES .

2.1            Employment Accepted . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the position and with the responsibilities set forth in Section 2.3 and upon such other terms and conditions as are stated in this Agreement.

2.2            Term of Employment . The initial Term of Employment shall commence upon the date of this Agreement and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the date of this Agreement; provided , however , that the initial Term of Employment shall automatically be extended for successive five-year periods if neither Party has advised the other in writing in accordance with Section 14 at least six (6) months prior to the end

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of the then current Term of Employment that such Term of Employment will not be extended for an additional five year period. In the event that such notice is given, (i) the Executive’s employment shall terminate upon the close of business on the day immediately preceding the expiration of the then current Term of Employment, and (ii) the Executive shall not be entitled to any additional compensation hereunder after the expiration thereof, but such termination of employment shall not otherwise affect accrued but unpaid compensation or benefits provided under this Agreement or pursuant to any Company plan or program.

2.3            Responsibilities . During the Term of Employment, the Executive shall be employed as Executive Vice President and Chief Operating Officer, or in such other capacity as the Company may direct, and shall have such responsibilities as the Company may direct from time to time. During the Term of Employment, the Executive shall devote his full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the Company’s interests. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments. It is expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board, the continued conduct of such activities (or activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive also may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

3.              COMPENSATION .

3.1            Base Salary . During the Term of Employment, the Executive shall be entitled to receive a base salary (the “ Base Salary ”) payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $1,200,000. The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any competitor(s) of either or both), the performance of the Executive and/or other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2            Annual Bonus . The Company may pay the Executive an annual bonus (the “ Annual Bonus ”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the Executive’s performance. Any Annual Bonus that may be awarded to the Executive shall be paid at the same time as annual bonuses are paid to other senior officers of the Company, and in any event no later than March 1 of the year following the calendar year in which such bonus is earned, unless the Executive has elected to defer receipt of all or part of the bonus amounts to which he is entitled in respect of any such calendar year in accordance with the terms and provisions of any deferred compensation program maintained by the Company.

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3.3            Stay-On Incentives . The Executive shall be eligible to receive a long-term stay-on performance incentive payment pursuant to the terms of the Long-Term Stay-On Agreement.

3.4            Deferred Compensation . The Executive shall be eligible to participate in the Company’s Deferred Compensation Plan for Executives, and any other deferred compensation plans that the Company may adopt for executives, pursuant to the terms of the plans.

4.              EMPLOYEE BENEFIT PROGRAMS .

4.1            Pension and Welfare Benefit Plans . During the Term of Employment, the Executive shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit sharing plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations, holidays and other employee benefit programs sponsored by the Company.

4.2            Additional Pension and Welfare Benefits . In addition to the foregoing, the Company shall provide the Executive with the following benefits:

(a)            Executive Group Health Insurance Coverage pursuant to such other plan or plans as the Company may select, and which shall be fully paid for by the Company;

(b)            full salary continuation during the first ninety (90) days of any physical or mental incapacity that prevents the Executive from performing his duties and, for any Disability that continues thereafter, benefits pursuant to the Company’s Special Long-Term Disability Plan and any other long-term disability benefits pursuant to any other disability plan of which the Executive is a participant;

(c)            an annual supplemental retirement benefit as set forth in the Supplemental Management Retirement Plan, in addition to any other benefit pursuant to any other retirement plan under which the Executive is covered; provided , however , that the Supplemental Management Retirement Plan may not be amended or modified in any respect without the prior written consent of the Executive; and

(d)            term life insurance coverage, through individual and/or group policies, in an aggregate amount of not less than $4.0 million.

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5.              BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.

5.1            Expense Reimbursement . During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

5.2            Perquisites . During the Term of Employment, the Executive shall also be entitled to any of the Company’s executive perquisites in accordance with the terms and provisions of the applicable policies, including, without limitation:

(a)            vacation of four weeks per year;

(b)            payment or reimbursement of the cost of an annual physical examination;

(c)            payment or reimbursement of initiation fees and annual membership fees and assessments for a country club, a luncheon club and a physical fitness program of the Executive’s choice; and

(d)            payment or reimbursement of fees and expenses, up to a maximum amount of $2500.00, incurred in connection with having this Agreement reviewed by legal counsel prior to execution.

6.              TERMINATION OF EMPLOYMENT .

6.1            Termination Due to Death or Disability . The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)            Base Salary at the rate in effect at the time of his termination until the date of death or Disability;

(b)            any Annual Bonus awarded but not yet paid;

(c)            a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs;

(d)            immediate vesting of any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral;

(e)            reimbursement of expenses incurred but not paid prior to such termination of employment; and

(f)             such rights to other benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable

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employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2            Termination by the Company for Cause . The Company may terminate the Executive’s employment for Cause at any time during the Term of Employment by giving written notice to the Executive. In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation and benefits whatsoever, to:

(a)            Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)            any Annual Bonus awarded but not yet paid;

(c)            immediate vesting of any deferred compensation or bonuses, including interest or other credits on the deferred amounts to the extent provided in the plans or programs providing for deferral;

(d)            reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)            such rights to other benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

Notwithstanding anything to the contrary in this Section 6.2 , if the Executive’s employment is terminated for Cause (i) due to his having been formally charged pursuant to Section 1.4(a) but thereafter said charges are dismissed or the Executive is acquitted, or (ii) due to his having been convicted pursuant to Section 1.4(a) but said conviction is subsequently overturned on appeal and he is not required to submit to re-trial within six (6) months thereafter, the Company shall have the option of reinstating the Executive with payment of all base salary payments that would have been paid to him had his employment not been terminated and restoration of all benefits provided for pursuant to Section 4 , or making a payment to him of an amount equal to three times one hundred sixty percent (160%) of the Executive’s Base Salary at the rate in effect at the time of his termination.

6.3            Termination by the Executive . The Executive may terminate his employment on his own initiative for any reason prior to a Change in Control upon thirty (30) days prior written notice to the Company. Such termination shall have the same consequences as a termination for Cause under Section 6.2 .

6.4            Termination by the Company Without Cause . Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event that the Company terminates the Executive’s employment without Cause prior to a Change in Control, the Executive shall be entitled, in lieu of any other compensation and benefits whatsoever, to:

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(a)            an amount equal to three times one hundred sixty percent (160%) of the Executive’s Base Salary at the rate in effect at the time of his termination, one-third of which shall be paid in a lump sum upon satisfaction of the conditions set forth in Section 8.3 , and the other two-thirds of which shall be paid out in equal bi-weekly installments for the duration of the Restriction Period;

(b)            any Annual Bonus awarded but not yet paid and a Pro Rata Annual Bonus for the fiscal year in which such termination of employment occurs;

(c)            immediate vesting of any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral;

(d)            exercise, within one hundred eighty (180) days, all vested stock options, phantom stock units, stock appreciation rights and other exercisable stock-based or performance-based interests, and shall forfeit all stock options, phantom stock units, stock appreciation rights and other exercisable stock-based or performance-based interests that have not vested;

(e)            reimbursement for expenses incurred