Exhibit 10.1

EXECUTION VERSION

EMPLOYMENT AGREEMENT

(James J. Murren)

This Employment Agreement (this “Agreement”) is entered into as of October 3, 2016 (the “Effective Date”), by and between MGM Resorts International (“Employer”, “Company”, “we” or “us”), and James J. Murren (“Employee” or “you”).

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In recognition of your position as Employer’s most senior executive, your eligibility for participation in the Bonus Plan shall be at a higher level than any other executive officer of Employer. Any such Bonus shall be structured to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Code”) unless otherwise determined by the Compensation Committee, and shall be based on performance criteria developed by the Compensation Committee in consultation with you while you are employed as Employer’s Chief Executive Officer. Any such Bonus shall be subject to the Policy on Recovery of Incentive Compensation in Event of Financial Restatement, as may be amended by the Company from time to time in its discretion, and any other clawback policies as may be adopted from time to time, including but not limited to for the purpose of complying with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and regulations thereunder promulgated by the Securities Exchange Commission. You may be eligible to receive additional bonuses as determined by us in our sole and absolute discretion.

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for us to remain competitive in our various businesses. In consideration of this Agreement and the compensation payable to you under this Agreement, and in recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered during your employment with us, you covenant and agree that, except as otherwise explicitly provided in Section 10 of this Agreement, if you are not employed by us for the entire Employment Term, then during the entire Restrictive Period you shall not directly or indirectly be employed by, provide consultation or other services to, engage, participate or otherwise be connected in any way (other than through passive ownership of 1% or less of the outstanding voting securities) with any Competitor. You further agree that in the event of any material breach of your obligations under this Section 8.1, any obligations of Employer under this Agreement will terminate, other than obligations under this Agreement with respect to business or travel expense reimbursements, to the extent accrued and unpaid as of the termination of your employment, and Accrued Obligations (as defined in Section 10.1). The terms “Confidential Information,” “Restrictive Period” and “Competitor” are defined in Section 23. Your obligations during the period of your employment with us and the Restrictive Period under this Section 8.1 include but are not limited to the following:

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order of a court or an agency of competent jurisdiction or (z) in connection with your enforcing this Agreement or any other written agreement with the Company or defending claims against you or the Company; provided that in each of (x), (y) or (z), to the extent legally permitted, you provide the Company with written notice at least five (5) business days in advance of such proposed disclosure or utilization.

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of employee benefit and compensation plans, programs, agreements and other arrangements of the Company or any of the Company’s affiliates in which you were a participant or covered.

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equal to what your Bonus would have been for the fiscal year in which your death occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis except to the extent all executives who participate in the same bonus arrangement that applies to you are treated in an identical fashion with respect to their Bonuses), pro rated through the date of your death, which shall be paid on the Bonus Payment Date for the applicable fiscal year and (v) the benefits set forth in Section 10.4.4 below (provided that any outstanding New Equity Awards shall vest in full, but otherwise continue to be subject to the terms of Section 10.4.4, including with respect to their payment schedule, forfeiture in connection with any material breach of any of the covenants and agreements contained in Section 8, and any performance criteria or performance requirements applicable to New Equity Awards of PSUs). Additionally, upon any such termination we will pay your beneficiary a lump sum cash payment within 30 days following the date of termination of your employment, in an amount equal to Employer’s costs for its most recently completed fiscal year of 24 months of continued health insurance coverage provided by us to you immediately prior to such termination date.

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in full, but otherwise continue to be subject to the terms of Section 10.4.4, including with respect to their payment schedule, forfeiture in connection with any material breach of any of the covenants and agreements contained in Section 8, and any performance criteria or performance requirements applicable to New Equity Awards of PSUs). Additionally, upon any such termination we will pay you or your beneficiary a lump sum cash payment within 30 days following the date of termination of your employment, in an amount equal to Employer’s costs for its most recently completed fiscal year of 24 months of continued health and life insurance coverage provided by us to you immediately prior to such termination date.

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termination, you will be entitled to the Accrued Obligations; provided, however, that we will be entitled to all of our rights and remedies to enforce the covenants and agreements contained in Section 8 and our right to recover damages for breach of covenants in Section 8. You will not be entitled to any pro-rated Bonus for the year in which the termination of employment occurs.

Notwithstanding anything to the contrary in this Agreement or the COC Policy, in the event the aggregate cash benefits payable to you pursuant to Sections 3.2(b) and (c) of the COC Policy is less than the aggregate cash benefits otherwise payable to you pursuant to Sections 10.4.1, 10.4.2 or 10.5 hereof absent a Change of Control, you shall be entitled to the amount of aggregate cash benefits payable under Sections 10.4.1 and 10.4.2 hereof, payable in the form and at the time set forth in Section 3.2 of the COC Policy. Moreover, in the event the aggregate equity acceleration or exercise period benefits you may be entitled pursuant to Section 3.2(d) of the COC Policy is less than the aggregate equity acceleration or exercise period benefits you may be entitled to pursuant to Sections 10.4.4 or 10.5 hereof absent a Change of Control, you shall be entitled to the amount of aggregate equity acceleration or exercise period, as applicable, benefits payable under Sections 10.4.4 hereof, payable in the form and pursuant to the payment schedule set forth in Section 3.2(d) of the COC Policy. If the COC Policy has been terminated, references to the COC Policy shall mean the COC Policy as in effect immediately prior its termination.

In the event you (i) become entitled to “Separation Benefits” pursuant to the COC Policy, (ii) terminate employment for any reason during the one-year period following a Change of Control or (iii) become entitled to payments pursuant to this Section 10.7, you shall be released from your obligations pursuant to Section 8.1 upon your termination of employment (or upon the Change of Control if such termination occurs during the specified period prior to the Change of Control).

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representatives and assigns) agreement to execute a general release in the form and substance to be provided by Employer, (i) releasing Employer, its affiliated companies and their officers, directors, agents and employees from any claims or causes of action of any kind that you might have against any one or more of them as of the date of the release, regarding your employment with Employer or the termination of your employment and (ii) including a nondisparagement clause by Employee. Such form of release shall be generally consistent with Company’s current form of release, except as appropriately modified taking into account changes in applicable law or judicial precedent and shall include customary exceptions for vested and accrued benefits under compensation and benefit plans of the Company, rights to indemnification, advancement of expenses and protections under applicable insurance policies in accordance with applicable law or the governing documents of the Company, rights as an equity holder of the Company and rights to contribution as permitted by law in the event of a judgment against Employee based on events for which Employee and the releasees are jointly liable.

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Non-business use above the $250,000 limit described above must be reimbursed in an amount equal to the amount that would otherwise be reported in the Summary Compensation Table under the SEC rules, provided that the reimbursement you shall owe to us shall not exceed the maximum permissible amount under FAA rules that apply to time-sharing agreements. Employee’s Time Sharing Agreement shall be appropriately amended (which amendment may be part of a restatement) to provide for reimbursement as described herein and the list of allowable expenses in Section 2(b) of that agreement shall be modified, to the extent necessary, to include all the items authorized by FAR Part 91.501(d). Employee acknowledges that he will be responsible for any income tax owed by him attributable to the fringe benefit value of non-business use of aircraft.

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“Accounting Value” means the accounting value calculated by the Company’s Chief Accounting Officer under procedures approved or modified by the Compensation Committee from time to time.

“Board” or “Board of Directors” means the Board of Directors of MGM Resorts International.

“Bonus Determination Date” means, with respect to a fiscal year, the date the Compensation

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Committee determines Bonuses for such fiscal year payable to our senior executives (but not earlier than January 1 or later than March 15 of the year immediately following the end of the applicable fiscal year).

“Bonus Payment Date” means, with respect to a fiscal year, the date we pay Bonuses for such fiscal year to

our senior executives (but not earlier than January 1 or later than March 15 of the year immediately following the end of the applicable fiscal year).

“Change of Control” has the meaning set forth in the Company’s Change of Control Policy for Executive Officers.

“Company” means MGM Resorts International.

“Compensation Committee” means the Compensation Committee of the Board of Directors of MGM Resorts International.

“Competitor” means any person, corporation, partnership, limited liability company or other entity which is either directly, indirectly or through an affiliated company, engaged in or proposes to engage in the development, ownership, operation or management of (i) gaming facilities; (ii) convention or meeting facilities; or (iii) one or more hotels if any such hotel is connected in any way, whether physically or by business association, to a gaming establishment and, further, where Competitor’s activities are within a 150 mile radius of any location where any of the foregoing facilities, hotels, or venues are, or are proposed to be, owned, operated, managed or developed by the Company.

“Confidential Information” means all knowledge, know-how, information, devices or materials, whether of a technical or financial nature, or otherwise relating in any manner to the business affairs of Employer, including without limitation, names and addresses of Employer’s customers, any and all other information concerning customers who utilize the goods, services or facilities of any hotel and/or casino owned, operated or managed by Employer, Employer’s casino, hotel, retail, entertainment and marketing practices, procedures, management policies, any trade secret, including but not limited to any 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, and any other information regarding Employer which is not already and generally known to the public, whether or not any of the foregoing is subject to or protected by copyright, patent, trademark, registered or unregistered design, and whether disclosed or communicated (in writing or orally) before, on or after the date of this Agreement, by Employer to Employee. Confidential Information shall also specifically include, without limitation, those documents and reports set forth on Exhibit A attached hereto and incorporated herein by this reference. For the avoidance of doubt, Confidential Information shall not include information generally known to the public or within the gaming industry that was not disclosed by you in violation of Section 8.2.

“Disability” means Employee’s incapacity for medical reasons certified to by Employer’s Physician which precludes the Employee from performing the essential functions of

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Employee’s duties hereunder for a substantially consecutive period of six (6) months or more. (In the event Employee disagrees with the conclusions of Employer’s Physician, Employee (or Employee’s representative) shall designate an Employee’s Physician, and Employer’s Physician and Employee’s Physician shall jointly select a third physician, who shall make the determination.) A termination for Employer’s Good Cause shall not be treated as a termination for Disability for purposes of this Agreement, any award agreement, or any other contractual arrangements between Employer and Employee.

“Disputed Claim” means that Employee maintains pursuant to Section 10.5 that Employee’s Good Cause exists and Employer has denied such claim.

“Employee’s Good Cause” means (i) the failure of Employer to pay Employee any compensation when due; (ii) a material reduction in the scope of duties or responsibilities of Employee or any reduction in Employee’s salary or target bonus percentage; (iii) Employee’s failure to be employed as Chief Executive Officer or failure of the Board to nominate Employee as a member of the Board; (iv) a relocation of your principal place of employment or the Company’s corporate headquarters outside of the greater Las Vegas area; or (v) any material breach by the Company of this Agreement.

“Employee’s Physician” means a licensed physician selected by Employee for purposes of determining Employee’s Disability pursuant to the terms of this Agreement.

“Employer’s Good Cause” means:

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“Employer’s Physician” means a licensed physician selected by Employer for purposes of determining Employee’s Disability pursuant to the terms of this Agreement.

“New Equity Awards” means any equity awards granted to Employee on or after the Effective Date, other than any restricted stock units granted pursuant to Section 3.4.5 or any equity awards contemplated by Section 3.2 of the 2012 Prior Agreement (relating to any 2016 Bonus) or Section 3.4.5 of the 2012 Prior Agreement (relating to any 2016 annual equity award).

“Restrictive Period” means the twelve (12) month period immediately following any separation by Employee from employment occurring during the Employment Term; provided, however, that in the event of a termination of your employment as described in Section 10.1 or Section 10.6, the Restrictive Period shall end no later than the end of the Employment Term; and provided, further, in the event you are entitled to “Separation Benefits” as described in Section 10.7 or your employment otherwise terminates for any reason during the one-year period following a Change of Control, the Restrictive Period shall end on the date of termination or the Change of Control, whichever is later.

“Retirement” means your voluntary retirement from all employment positions with the Company (not including any advisory or consulting role) following December 31, 2021, upon not less than ninety (90) days advance written notice to the Company, and subject to your good faith participation and assistance with respect to any reasonably requested transition matters. For the avoidance of doubt, you will not be eligible for any early retirement provisions for accelerating vesting of equity that may apply to any other employees.

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Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder (“Section 409A”). If we determine in good faith that any provision of this Agreement would cause you to incur an additional tax, penalty or interest under Section 409A, the Compensation Committee and you shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or causing the imposition of such additional tax, penalty or interest under Section 409A. Moreover, if any provision of this Agreement has the effect of impermissibly delaying or accelerating any payment schedule initially set forth in a Prior Agreement or in any outstanding equity award, the applicable provision (or part thereof) of this Agreement shall be disregarded and have no force or effect and the payment schedule shall be governed by the applicable provision of the Prior Agreement or equity award agreement. The preceding provisions, however, shall not be construed as a guarantee by us of any particular tax effect to you under this Agreement.

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to such payments and benefits under Section 409A) that arises under Section 3.4.5 (relating to retirement), Section 3.4.7(ii) (relating to retirement), Section 10.3 (termination due to Disability), Section 10.4 (Employer’s no cause termination), Section 10.5 (Employee’s Good Cause termination), and Section 10.7 (termination after a Change of Control) and any other provision of this Agreement, on account of your separation from service while you are a “specified employee” (as defined under Section 409A), and is scheduled to be paid or provided within six (6) months after such separation from service (the aggregate of such scheduled payments, the “Delayed Payment”) shall, in lieu thereof, be paid or provided, as adjusted for interest, within fifteen (15) days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of your estate following your death. On the first business day following the expiration of the applicable deferral period of the immediately preceding sentence, any payments which would otherwise have been made to you during that period (whether in a single sum or installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum. With respect to any determination that the payments to be made to you under this Agreement, or under any agreement or plan referred to herein, are subject to Section 409A, then each such payment shall be treated as a separate payment for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). The date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1(ii)), shall be treated as the date of Employee’s termination of employment for purposes of determining the time of payment of any amount that becomes payable to Employee hereunder upon Employee’s termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A. For purposes of the foregoing, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of your separation from service. In addition, in the event that you must incur legal fees or costs to enforce payment of any amounts subject to the six-month delay of payment under this Agreement, we will pay all reasonable attorneys’ fees associated with such action.

[Signature page immediately follows.]

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IN WITNESS WHEREOF , Employer and Employee have entered into this Agreement in Las Vegas, Nevada, as of the date first written above.

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EXHIBIT B

PERMITTED OUTSIDE ACTIVITIES

Trustee, Trinity College

Member, Chartered Financial Analyst

Trustee, Brookings Institute

Positions with other non-profit organizations as approved by the Board

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EXHIBIT C

ARBITRATION

This Exhibit C sets forth the methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit C shall be considered to be a part of the Agreement.

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expenses. If any party prevails on a statutory claim that affords the prevailing party attorney’s fees and costs, or if there is a written agreement providing for attorney’s fees and/or costs, the arbitrator may award reasonable attorney’s fees and/or costs to the prevailing party, applying the same standards a court would apply under the law applicable to the claim(s).

ACKNOWLEDGMENT

BOTH PARTIES ACKNOWLEDGE THAT: THEY HAVE CAREFULLY READ THIS EXHIBIT C IN ITS ENTIRETY, THEY UNDERSTAND ITS TERMS, EXHIBIT C CONSTITUTES A MATERIAL TERM AND CONDITION OF THE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES TO WHICH IT IS EXHIBIT C, AND THEY AGREE TO ABIDE BY ITS TERMS.

The parties also specifically acknowledge that by agreeing to the terms of this Exhibit C, they are waiving the right to pursue claims covered by this Exhibit C in a judicial forum and instead agree to arbitrate all such claims before an arbitrator without a court or jury. It is specifically understood that this Exhibit C does not waive any rights or remedies which are available under applicable state and federal statutes or common law. Both parties enter into this Exhibit C voluntarily and not in reliance on any promises or representation by the other party other than those contained in the Agreement or in this Exhibit C.

Employee further acknowledges that Employee has been given the opportunity to discuss this Exhibit C with Employee’s private legal counsel and that Employee has availed himself/herself of that opportunity to the extent Employee wishes to do so.

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APPENDIX A

FORM OF SIGN-ON RSU AWARD AGREEMENT

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MGM RESORTS INTERNATIONAL

RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:                             

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and James J. Murren (the “Participant”) with an effective date of October     , 2016.

RECITALS

A. The Board of Directors of the Company (the “Board”) has adopted the Company’s 2005 Omnibus Incentive Plan, as amended (the “Plan”), which provides for the granting of Restricted Stock Units (as that term is defined in Section 1 below) to selected service providers. Capitalized terms used and not defined in this Agreement shall have the same meanings as in the Plan.

B. The Board believes that the grant of Restricted Stock Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee of the Board (the “Committee”) has authorized the grant of Restricted Stock Units to the Participant pursuant to the terms of the Plan and this Agreement.

D. The Committee and the Participant intend that the Plan and this Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future) which relate to the subject matter hereof.

Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions.

1.1 “Code” means the Internal Revenue Code of 1986, as amended.

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1.2 [Intentionally Omitted.]

1.3 [Intentionally Omitted.]

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

1.5 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Participant’s employment agreement with the Company entered into as of October 3, 2016, as amended.

1.6 “Fair Market Value” means the closing price of a share of Stock reported on the New York Stock Exchange (“NYSE”) or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no closing price was reported on such date, the first trading day immediately preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

1.7 “Parent” means a parent corporation as defined in Section 424(e) of the Code.

1.8 [Intentionally Omitted.]

1.9 “Restricted Stock Unit” means an award granted to a Participant pursuant to Article 8 of the Plan, except that no shares of Stock are actually awarded or granted to the Participant on the date of grant.

1.10 “Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable.

1.11 “Stock” means the Company’s common stock, $.01 par value per share.

1.12 “Subsidiary” means a subsidiary corporation of the Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2. Grant to Participant . The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of                     Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock at the time set forth in Section 3.2, (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof and (iii) each Restricted Stock Unit that vests shall be paid to the Participant at the time set forth in Section 3.2.

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3. Terms and Conditions .

3.1 Vesting . The Restricted Stock Units shall vest on December 31, 2021, provided that, upon termination of employment with the Employer for any reason prior to December 31, 2021, the unvested portion of the Restricted Stock Units shall be forfeited without any consideration.

3.2 Payment Following Termination . Upon termination of employment with the Employer at any time on or after December 31, 2021, and subject to Section 19.2, the vested Restricted Stock Units shall be delivered within thirty (30) days following the date of such termination, unless you were terminated for Employer’s Good Cause. For this purpose, if within thirty (30) days after termination of your employment for any reason, whether by you or by Employer, including your retirement, the Committee determines that any occurrence set forth in the definition of Employer’s Good Cause has occurred, such termination shall, at the election of the Committee in its discretion, be treated as termination for Employer’s Good Cause, so long as Employer provides you with written notice of such determination specifying the alleged failure or breach no later than the last day of such 30-day period.

3.3 Committee Discretion . The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion, of the Participant’s unvested Restricted Stock Units at any time, subject to the terms of the Plan and this Agreement. If so accelerated, the Restricted Stock Units will be considered as having vested as of the date specified by the Committee or an applicable written agreement but the Committee will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.4 No Rights as a Stockholder . Participant will have no rights as a stockholder with respect to any shares of Stock subject to Restricted Stock Units until the Restricted Stock Units have vested and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

3.5 Limits on Transferability . The Restricted Stock Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. With respect to Restricted Stock Units, if any, that have been transferred to a trust, references in this Agreement to vesting related to such Restricted Stock Units shall be deemed to include such trust. Any transfer of Restricted Stock Units shall be subject to the terms and conditions of the Plan and this Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant. No interest of the Participant under this Agreement shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

3.6 Adjustments . If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Restricted Stock Units) that it deems necessary to the number and class of securities subject to the Restricted Stock Units and

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any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

3.7 No Right to Continued Performance of Services . The grant of the Restricted Stock Units does not confer upon the Participant any right to continue to be employed by the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) nor may it interfere in any way with the right of the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) for which the Participant performs services to terminate the Participant’s employment at any time.

3.8 Compliance With Law and Regulations . The grant and vesting of Restricted Stock Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.

3.9 Corporate Transaction . Upon the occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the Restricted Stock Units, including without limitation the following (or any combination thereof): (i) continuation or assumption of the Restricted Stock Units by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an award with substantially the same terms for the Restricted Stock Units; (iii) accelerated vesting with respect to the Restricted Stock Units immediately prior to the occurrence of such event and payment to the Participant within thirty (30) days thereafter; and (iv) cancellation of all or any portion of the Restricted Stock Units for fair value (in the form of cash or its equivalent (e.g., by check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the fair value of the underlying stock is zero), and payment to the Participant within thirty (30) days thereafter.

4. Investment Representation . The Participant must, within five (5) days of demand by the Company furnish the Company an agreement satisfactory to the Company in which the Participant represents that the shares of Stock acquired upon vesting are being acquired for investment. The Company will have the right, at its election, to place legends on the certificates representing the shares of Stock so being issued with respect to limitations on transferability imposed by federal and/or state laws, and the Company will have the right to issue “stop transfer” instructions to its transfer agent.

5. Participant Bound by Plan . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as amended from time to time.

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6. Withholding . The Company or any Parent or Subsidiary shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restarted Stock Units awarded by this Agreement, their grant, vesting or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the vesting or settlement or otherwise of the Restricted Stock Units.

7. Notices . Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant’s last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on personal delivery or three (3) days after being sent in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.

8. Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to the subject matter hereof.

9. Waiver . No waiver of any breach or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or condition whether of like or different nature.

10. Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to this Agreement.

11. Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and agreed in writing to be joined herein and be bound by the terms hereof.

12. Governing Law . The parties hereto agree that the validity, construction and interpretation of this Agreement shall be governed by the laws of the state of Nevada.

13. Arbitration . Except as otherwise provided in Exhibit A to this Agreement (which constitutes a material provision of this Agreement), disputes relating to this Agreement shall be resolved by arbitration pursuant to Exhibit A hereto.

14. Clawback Policy . By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s

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Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

15. Amendment . This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law.

16. Severability . The provisions of this Agreement are severable and if any portion of this Agreement is declared contrary to any law, regulation or is otherwise invalid, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding and enforceable.

17. Execution . Each party agrees that an electronic, facsimile or digital signature or an online acceptance or acknowledgment will be accorded the full legal force and effect of a handwritten signature under Nevada law. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18. Variation of Pronouns . All pronouns and any variations thereof contained herein shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

19. Tax Treatment; Section 409A . The Participant shall be responsible for all taxes with respect to the Restricted Stock Units. Notwithstanding the forgoing or any provision of the Plan or this Agreement:

19.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision in order to comply with the requirements of Section 409A or to satisfy the conditions of any exception therefrom, or otherwise to avoid the imposition of the additional income tax and interest under Section 409A, while maintaining, to the maximum extent practicable, the original intent and economic benefit to the Participant, without materially increasing the cost to the Company, of the applicable provision. However, the Company makes no guarantee regarding the tax treatment of the Restricted Stock Units and none of the Company, its Parent, Subsidiaries or affiliates, nor any of their employees or representatives shall have any liability to the Participant with respect thereto.

19.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon

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or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

19.3 For purposes of Section 409A, the Participant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Units Agreement as of the date first written above.

[Signature Page to Restricted Stock Units Agreement]

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EXHIBIT A

ARBITRATION

This Exhibit A sets forth the methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit A shall be considered a part of the Agreement.

The parties shall select one arbitrator from among a list of three qualified neutral arbitrators provided by JAMS. If the parties are unable to agree on the arbitrator, each party shall strike one name and the remaining named arbitrator shall be selected.

ACKNOWLEDGMENT

BOTH PARTIES ACKNOWLEDGE THAT: THEY HAVE CAREFULLY READ THIS EXHIBIT A IN ITS ENTIRETY, THEY UNDERSTAND ITS TERMS, EXHIBIT A CONSTITUTES A MATERIAL TERM AND CONDITION OF THE RESTRICTED STOCK UNITS AGREEMENT BETWEEN THE PARTIES TO WHICH IT IS EXHIBIT A, AND THEY AGREE TO ABIDE BY ITS TERMS.

The parties also specifically acknowledge that by agreeing to the terms of this Exhibit A, they are waiving the right to pursue claims covered by this Exhibit A in a judicial forum and instead agree to arbitrate all such claims before an arbitrator without a court or jury. It is specifically understood that this Exhibit A does not waive any rights or remedies which are available under applicable state and federal statutes or common law. Both parties enter into this Exhibit A voluntarily and not in reliance on any promises or representation by the other party other than those contained in the Agreement or in this Exhibit A.

Participant further acknowledges that Participant has been given the opportunity to discuss this Exhibit A with Participant’s private legal counsel and that Participant has availed himself/herself of that opportunity to the extent Participant wishes to do so.

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Exhibit 10.2

EXECUTION VERSION

MGM RESORTS INTERNATIONAL

RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:                             

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and James J. Murren (the “Participant”) with an effective date of October     , 2016.

RECITALS

A. The Board of Directors of the Company (the “Board”) has adopted the Company’s 2005 Omnibus Incentive Plan, as amended (the “Plan”), which provides for the granting of Restricted Stock Units (as that term is defined in Section 1 below) to selected service providers. Capitalized terms used and not defined in this Agreement shall have the same meanings as in the Plan.

B. The Board believes that the grant of Restricted Stock Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee of the Board (the “Committee”) has authorized the grant of Restricted Stock Units to the Participant pursuant to the terms of the Plan and this Agreement.

D. The Committee and the Participant intend that the Plan and this Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future) which relate to the subject matter hereof.

Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions.

1.1 “Code” means the Internal Revenue Code of 1986, as amended.

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1.2 [Intentionally Omitted.]

1.3 [Intentionally Omitted.]

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

1.5 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Participant’s employment agreement with the Company entered into as of October 3, 2016, as amended.

1.6 “Fair Market Value” means the closing price of a share of Stock reported on the New York Stock Exchange (“NYSE”) or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no closing price was reported on such date, the first trading day immediately preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

1.7 “Parent” means a parent corporation as defined in Section 424(e) of the Code.

1.8 [Intentionally Omitted.]

1.9 “Restricted Stock Unit” means an award granted to a Participant pursuant to Article 8 of the Plan, except that no shares of Stock are actually awarded or granted to the Participant on the date of grant.

1.10 “Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable.

1.11 “Stock” means the Company’s common stock, $.01 par value per share.

1.12 “Subsidiary” means a subsidiary corporation of the Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2. Grant to Participant . The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of                     Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock at the time set forth in Section 3.2, (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof and (iii) each Restricted Stock Unit that vests shall be paid to the Participant at the time set forth in Section 3.2.

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3. Terms and Conditions .

3.1 Vesting . The Restricted Stock Units shall vest on December 31, 2021, provided that, upon termination of employment with the Employer for any reason prior to December 31, 2021, the unvested portion of the Restricted Stock Units shall be forfeited without any consideration.

3.2 Payment Following Termination . Upon termination of employment with the Employer at any time on or after December 31, 2021, and subject to Section 19.2, the vested Restricted Stock Units shall be delivered within thirty (30) days following the date of such termination, unless you were terminated for Employer’s Good Cause. For this purpose, if within thirty (30) days after termination of your employment for any reason, whether by you or by Employer, including your retirement, the Committee determines that any occurrence set forth in the definition of Employer’s Good Cause has occurred, such termination shall, at the election of the Committee in its discretion, be treated as termination for Employer’s Good Cause, so long as Employer provides you with written notice of such determination specifying the alleged failure or breach no later than the last day of such 30-day period.

3.3 Committee Discretion . The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion, of the Participant’s unvested Restricted Stock Units at any time, subject to the terms of the Plan and this Agreement. If so accelerated, the Restricted Stock Units will be considered as having vested as of the date specified by the Committee or an applicable written agreement but the Committee will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.4 No Rights as a Stockholder . Participant will have no rights as a stockholder with respect to any shares of Stock subject to Restricted Stock Units until the Restricted Stock Units have vested and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

3.5 Limits on Transferability . The Restricted Stock Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. With respect to Restricted Stock Units, if any, that have been transferred to a trust, references in this Agreement to vesting related to such Restricted Stock Units shall be deemed to include such trust. Any transfer of Restricted Stock Units shall be subject to the terms and conditions of the Plan and this Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant. No interest of the Participant under this Agreement shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

3.6 Adjustments . If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Restricted Stock Units) that it deems necessary to the number and class of securities subject to the Restricted Stock Units and

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any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

3.7 No Right to Continued Performance of Services . The grant of the Restricted Stock Units does not confer upon the Participant any right to continue to be employed by the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) nor may it interfere in any way with the right of the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) for which the Participant performs services to terminate the Participant’s employment at any time.

3.8 Compliance With Law and Regulations . The grant and vesting of Restricted Stock Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.

3.9 Corporate Transaction . Upon the occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the Restricted Stock Units, including without limitation the following (or any combination thereof): (i) continuation or assumption of the Restricted Stock Units by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an award with substantially the same terms for the Restricted Stock Units; (iii) accelerated vesting with respect to the Restricted Stock Units immediately prior to the occurrence of such event and payment to the Participant within thirty (30) days thereafter; and (iv) cancellation of all or any portion of the Restricted Stock Units for fair value (in the form of cash or its equivalent (e.g., by check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the fair value of the underlying stock is zero), and payment to the Participant within thirty (30) days thereafter.

4. Investment Representation . The Participant must, within five (5) days of demand by the Company furnish the Company an agreement satisfactory to the Company in which the Participant represents that the shares of Stock acquired upon vesting are being acquired for investment. The Company will have the right, at its election, to place legends on the certificates representing the shares of Stock so being issued with respect to limitations on transferability imposed by federal and/or state laws, and the Company will have the right to issue “stop transfer” instructions to its transfer agent.

5. Participant Bound by Plan . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as amended from time to time.

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6. Withholding . The Company or any Parent or Subsidiary shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restarted Stock Units awarded by this Agreement, their grant, vesting or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the vesting or settlement or otherwise of the Restricted Stock Units.

7. Notices . Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant’s last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on personal delivery or three (3) days after being sent in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.

8. Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to the subject matter hereof.

9. Waiver . No waiver of any breach or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or condition whether of like or different nature.

10. Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to this Agreement.

11. Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and agreed in writing to be joined herein and be bound by the terms hereof.

12. Governing Law . The parties hereto agree that the validity, construction and interpretation of this Agreement shall be governed by the laws of the state of Nevada.

13. Arbitration . Except as otherwise provided in Exhibit A to this Agreement (which constitutes a material provision of this Agreement), disputes relating to this Agreement shall be resolved by arbitration pursuant to Exhibit A hereto.

14. Clawback Policy . By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s

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Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

15. Amendment . This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law.

16. Severability . The provisions of this Agreement are severable and if any portion of this Agreement is declared contrary to any law, regulation or is otherwise invalid, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding and enforceable.

17. Execution . Each party agrees that an electronic, facsimile or digital signature or an online acceptance or acknowledgment will be accorded the full legal force and effect of a handwritten signature under Nevada law. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18. Variation of Pronouns . All pronouns and any variations thereof contained herein shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

19. Tax Treatment; Section 409A . The Participant shall be responsible for all taxes with respect to the Restricted Stock Units. Notwithstanding the forgoing or any provision of the Plan or this Agreement:

19.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision in order to comply with the requirements of Section 409A or to satisfy the conditions of any exception therefrom, or otherwise to avoid the imposition of the additional income tax and interest under Section 409A, while maintaining, to the maximum extent practicable, the original intent and economic benefit to the Participant, without materially increasing the cost to the Company, of the applicable provision. However, the Company makes no guarantee regarding the tax treatment of the Restricted Stock Units and none of the Company, its Parent, Subsidiaries or affiliates, nor any of their employees or representatives shall have any liability to the Participant with respect thereto.

19.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon

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or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

19.3 For purposes of Section 409A, the Participant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Units Agreement as of the date first written above.

[Signature Page to Restricted Stock Units Agreement]

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EXHIBIT A

ARBITRATION

This Exhibit A sets forth the methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit A shall be considered a part of the Agreement.

The parties shall select one arbitrator from among a list of three qualified neutral arbitrators provided by JAMS. If the parties are unable to agree on the arbitrator, each party shall strike one name and the remaining named arbitrator shall be selected.

ACKNOWLEDGMENT

BOTH PARTIES ACKNOWLEDGE THAT: THEY HAVE CAREFULLY READ THIS EXHIBIT A IN ITS ENTIRETY, THEY UNDERSTAND ITS TERMS, EXHIBIT A CONSTITUTES A MATERIAL TERM AND CONDITION OF THE RESTRICTED STOCK UNITS AGREEMENT BETWEEN THE PARTIES TO WHICH IT IS EXHIBIT A, AND THEY AGREE TO ABIDE BY ITS TERMS.

The parties also specifically acknowledge that by agreeing to the terms of this Exhibit A, they are waiving the right to pursue claims covered by this Exhibit A in a judicial forum and instead agree to arbitrate all such claims before an arbitrator without a court or jury. It is specifically understood that this Exhibit A does not waive any rights or remedies which are available under applicable state and federal statutes or common law. Both parties enter into this Exhibit A voluntarily and not in reliance on any promises or representation by the other party other than those contained in the Agreement or in this Exhibit A.

Participant further acknowledges that Participant has been given the opportunity to discuss this Exhibit A with Participant’s private legal counsel and that Participant has availed himself/herself of that opportunity to the extent Participant wishes to do so.

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