EMPLOYMENT AGREEMENT

        AGREEMENT, dated April 1, 2002, by and between Wynn Resorts, LLC, a Nevada limited liability company (the "Company"), and Ronald J. Kramer (the "Executive").

        IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

        1.    Employment.    The Company shall employ the Executive, and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

        2.    Term.    The period of employment of the Executive by the Company under this Agreement (the "Employment Period") shall commence on the date hereof (the "Commencement Date") and shall continue through March 31, 2003. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

        3.    Position and Duties.    During the Employment Period, the Executive shall serve as President of the Company, and shall report solely and directly to Stephen A. Wynn ("Wynn"). The Executive's powers and duties primarily shall be advising Wynn, the Company or any Affiliate (as defined hereinafter) respecting acquisitions, mergers, strategic planning, financial strategies and the placement of debt and/or equity, and such other powers and duties as may be,agreed to between Wynn and the Executive. The Executive shall devote the whole of the Executive's normal and customary working time and best efforts solely to the performance of the Executive's duties under this Agreement. Notwithstanding the above, the Executive shall be !permitted, to the extent such activities do not materially interfere with the performance by the Executive of his duties and responsibilities hereunder, to (i) manage the Executive's personal, financial and legal affairs, (ii) serve on civic and charitable boards or committees, (iii) serve on the board or committees of the entities identified on Exhibit "A" and (iv) perform consulting services, directly or through an affiliate, for the entities identified on Exhibit "B".

        4.    Place of Performance.    The principal place of employment of the Executive shall be at the Company's principal executive offices in Las Vegas, Nevada; provided, however, that the Executive shall not be required to reside in Las Vegas, Nevada, and specifically shall be permitted to reside in New York, New York.

        5.    Compensation and Related Matters.

        (a)  Base Salary.    During the Employment Period, the Company shall pay the Executive a base salary at the rate of $1,000,000 per year (the "Base Salary"). The Executive's Base Salary shall be paid in approximately equal installments in accordance with the Company's customary payroll practices.

        (b)  Bonus.    In addition to the Base Salary, the Executive shall be paid a bonus or bonuses as follows:

        (i)    not less than $1,250,000 earned upon the completion of the commitment for the financing for the Le Reve Las Vegas project if such financing is committed for during the Employment Period, and payable from the first proceeds received therefrom whenever received; and

        (ii)  a fair and reasonable amount payable at closing arising out of any merger or acquisition transaction and its associated debt or equity financing that is entered into by Wynn, the Company or any Affiliate and respecting which the Executive materially participated in during the Employment Period.

        (c)  Expenses.    The Company promptly shall reimburse the Executive for all reasonable and necessary business expenses upon the presentation of itemized statements of such expenses. Such expenses shall include first class airfare for all air travel, including flying from the Executive's

residence in New York to and from Las Vegas. In addition, during the Employment Period, the Executive shall be entitled to, at the sole expense of the Company, the use of an automobile in Las Vegas appropriate to his position.

        (d)  Vacation.    The Executive shall be entitled to 4 weeks of paid vacation, as well as paid holidays and sick days in accordance with the Company's policies.

        (e)  Services Furnished.    During the Employment Period, the Company shall furnish the Executive with office space and secretarial assistance in Las Vegas, and such other facilities and services as are reasonable and necessary for him to perform his duties as President.

        (f)    Welfare, Pension. Incentive Benefit Plans and Perquisites.    During the Employment Period, the Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, life, accidental death and dismemberment and travel accident insurance plans and programs. The Company shall at all times provide to the Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) (subject to modifications affecting all senior executive officers) the same type and levels of participation and benefits as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Commencement Date. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

        6.    Termination.    The Executive's employment hereunder may be terminated during the Employment Period under any one of the following circumstances:

        (a)  Death.    The Executive's employment hereunder shall terminate upon his death.


 

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