MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.

William Hornbuckle Employment Agreement

On December 6, 2016, MGM Resorts International, a Delaware
corporation (the Company), entered into an employment agreement
with William Hornbuckle, President of the Company (the Hornbuckle
Employment Agreement), effective as of November 15, 2016.The
Hornbuckle Employment Agreement provides for a term until
November 14, 2020 and a minimum base salary of $1,400,000 per
year.

The Hornbuckle Employment Agreement also provides for an annual
target bonus equal to 175% of Mr.Hornbuckles base salary and
certain other benefits and perquisites, which are discussed in
detail in the Hornbuckle Employment Agreement.

In the event of a termination of Mr.Hornbuckles employment as the
result of his death or a termination by the Company due to
disability, the Company will pay Mr.Hornbuckle six months salary
payable at regular payroll intervals (less any payments received
from an employer-paid short term disability policy).

In the event of a termination by the Company for no cause or by
Mr.Hornbuckle for good cause (including the Special No-Cause
Termination as defined and as described in the Agreement) prior
to the end of the term of the Hornbuckle Employment Agreement,
Mr.Hornbuckle will receive (i)an amount equal to his annual base
salary plus his target bonus amount, payable in 12 monthly
installments (subject to a maximum payment of $4,000,000);
(ii)any earned but unpaid discretionary bonus due to him; and
(iii)a payment equal to 1.5 times the cost of COBRA for a
coverage period of 12 months, payable in 12 monthly installments.
If the Hornbuckle Employment Agreement is terminated by the
employer for no cause within 6 months of Mr. Hornbuckle date of
hire, Mr. Hornbuckle will only receive an amount equal to 6
months of his base salary (and the non-compete provisions
described below would be limited to 6 months). If the Company
terminates Mr.Hornbuckle for no cause after the end of the term
of the Hornbuckle Employment Agreement (at which time he would be
treated as an at-will employee of the Company), Mr.Hornbuckle
will receive a lump sum payment equal to the greater of (i)13
weeks base salary or (ii)2 times the amount he would otherwise
receive under the Companys then-effective discretionary severance
policy. Any such severance payments will be subject to applicable
taxes and Mr.Hornbuckle execution and non-revocation of a general
release of claims.

The Hornbuckle Employment Agreement also contains a non-compete
covenant generally prohibiting Mr.Hornbuckle from providing
services to a competitor or soliciting employees or business
contacts for 12 months following his termination of employment or
for 12 months following the term of the Hornbuckle Employment
Agreement. In addition, the Hornbuckle Employment Agreement
mandates that Mr.Hornbuckles confidentiality obligations continue
even after his termination of employment.

The foregoing description is not a complete description of the
Hornbuckle Employment Agreement and is qualified in its entirety
by reference to the full text of the Hornbuckle Employment
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated by reference in this Item5.02.

Corey Sanders Employment Agreement

On December 6, 2016, the Company entered into an employment
agreement with Corey Sanders, Chief Operating Officer of the
Company (the Sanders Employment Agreement), effective as of
November 15, 2016.The Sanders Employment Agreement provides for a
term until November 14, 2020 and a minimum base salary of
$1,250,000 per year.

The Sanders Employment Agreement also provides for an annual
target bonus equal to 175% of Mr.Sanders base salary and certain
other benefits and perquisites, which are discussed in detail in
the Sanders Employment Agreement.

2

In the event of a termination of Mr.Sanders employment as the
result of his death or a termination by the Company due to
disability, the Company will pay Mr.Sanders six months salary
payable at regular payroll intervals (less any payments received
from an employer-paid short term disability policy).

In the event of a termination by the Company for no cause or by
Mr.Sanders for good cause prior to the end of the term of the
Sanders Employment Agreement, Mr.Sanders will receive (i)an
amount equal to his annual base salary plus his target bonus
amount, payable in 12 monthly installments (subject to a maximum
payment of $4,000,000); (ii)any earned but unpaid discretionary
bonus due to him; and (iii)a payment equal to 1.5 times the cost
of COBRA for a coverage period of 12 months, payable in 12
monthly installments. If the Sanders Employment Agreement is
terminated by the employer for no cause within 6 months of Mr.
Sanders date of hire, Mr. Sanders will only receive an amount
equal to 6 months of his base salary (and the non-compete
provisions described below would be limited to 6 months). If the
Company terminates Mr.Sanders for no cause after the end of the
term of the Sanders Employment Agreement (at which time he would
be treated as an at-will employee of the Company), Mr.Sanders
will receive a lump sum payment equal to the greater of (i)13
weeks base salary or (ii)2 times the amount he would otherwise
receive under the Companys then-effective discretionary severance
policy. Any such severance payments will be subject to applicable
taxes and Mr.Sanders execution and non-revocation of a general
release of claims.

The Sanders Employment Agreement also contains a non-compete
covenant generally prohibiting Mr.Sanders from providing services
to a competitor or soliciting employees or business contacts for
12 months following his termination of employment or for 12
months following the term of the Sanders Employment Agreement. In
addition, the Sanders Employment Agreement mandates that
Mr.Sanders confidentiality obligations continue even after his
termination of employment.

The foregoing description is not a complete description of the
Sanders Employment Agreement and is qualified in its entirety by
reference to the full text of the Sanders Employment Agreement, a
copy of which is attached hereto as Exhibit 10.2 and incorporated
by reference in this Item5.02.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

About MGM RESORTS INTERNATIONAL (NYSE:MGM)

MGM Resorts International is a holding company. The Company owns and operates casino resorts. It operates in two segments: wholly owned domestic resorts and MGM China. Its casino resorts offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. It has additional business activities, including its investments in unconsolidated affiliates, and other corporate and management operations. Its wholly owned domestic resorts consisted of casino resorts in Las Vegas, Nevada, which includes Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo and Circus Circus Las Vegas. It also operates other casinos, which includes MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi, and Gold Strike Tunica in Tunica, Mississippi. MGM China’s operations consist of the MGM Macau resort and casino and the development of an integrated casino, hotel, and entertainment resort on the Cotai Strip in Macau.

MGM RESORTS INTERNATIONAL (NYSE:MGM) Recent Trading Information

MGM RESORTS INTERNATIONAL (NYSE:MGM) closed its last trading session up +0.32 at 29.95 with 8,575,607 shares trading hands.