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Exhibit 10.23



EMPLOYMENT AGREEMENT
("Agreement")

-by and between-

VALVINO LAMORE, LLC,
("Employer")

-and-

MATT MADDOX
("Employee")


DATED: as of May 31, 2002



EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the            day of May, 2002, by and between VALVINO LAMORE, LLC ("Employer") and MATT MADDOX ("Employee").


WITNESSETH:

        WHEREAS, Employer is a limited liability company duly organized and existing under the laws of the State of Nevada, maintains its principal place of business at 3145 Las Vegas Blvd. South, Las Vegas, Nevada, and is engaged in the business of developing, constructing and operating a casino/hotel complex at such principal place of business; and,

        WHEREAS, in furtherance of its business, Employer has need of qualified, experienced personnel; and,

        WHEREAS, Employee is an adult individual residing at 10164 Birch Bluff Lane, Las Vegas, Nevada 89145; and,

        WHEREAS, Employee has represented and warranted to Employer that Employee possesses sufficient qualifications and expertise in order to fulfill the terms of the employment stated in this Agreement; and,

        WHEREAS, Employer is willing to employ Employee, and Employee is desirous of accepting employment from Employer under the terms and pursuant to the conditions set forth herein;

        NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings, undertakings, representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee do hereby covenant and agree as follows:

        1.    DEFINITIONS.    As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them herein, unless a different meaning clearly appears from the context:


        2.    PRIOR EMPLOYMENT.    This Agreement supersedes and replaces any and all prior employment agreements, change in control agreements and severance plans or agreements, whether written or oral, by and between Employee, on the one side, and Employer or any of Employer's Affiliates, on the other side, or under which Employee is a participant. From and after the Effective Date, Employee shall be the employee of Employer under the terms and pursuant to the conditions set forth in this Agreement.

        3.    BASIC EMPLOYMENT AGREEMENT.    Subject to the terms and pursuant to the conditions hereinafter set forth, Employer hereby employs Employee during the Term hereinafter specified to serve in a capacity, under a title, and with such duties not inconsistent with those set forth in Section 4 of this Agreement, as the same may be modified and/or assigned to Employee by Employer from time to time; provided, however, that no change in Employee's duties shall be permitted if it would result in a material reduction in the level of Employee's duties as in effect prior to the change, it being understood that no change in Employee's titles or reporting responsibilities shall in itself be a basis for finding a material reduction in the level of duties.

        4.    DUTIES OF EMPLOYEE.    Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties of Vice President—Investor Relations & Treasurer for Employer or such similar duties as may be assigned to Employee by Employer as Employer may determine, including, but not limited to (i) the efficient and continuous operation of Employer and Employer's Affiliates; (ii) the preparation of relevant budgets and allocation or relevant funds; (iii) the selection and delegation of duties and responsibilities of subordinates; (iv) the direction, review and oversight of all programs under Employee's supervision; and (v) such other and further duties specifically related to such duties as assigned by Employer to Employee. The foregoing notwithstanding,

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Employee shall devote such time to Employer's Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee's primary duties to Employer hereunder.

        5.    ACCEPTANCE OF EMPLOYMENT.    Employee hereby unconditionally accepts the employment set forth hereunder, under the terms and pursuant to the conditions set forth in this Agreement. Employee hereby covenants and agrees that, during the Term, Employee will devote the whole of Employee's normal and customary working time and best efforts solely to the performance of Employee's duties under this Agreement and that, except upon Employer's prior express written authorization to that effect, Employee shall not perform any services for any casino, hotel/casino or other similar gaming or gambling operation not owned by Employer or any of Employer's Affiliates.

        6.    TERM.    Unless sooner terminated as provided in this Agreement, the term of this Agreement (the "Term") shall consist of four (4) years commencing as of the Effective Date of this Agreement and terminating on the fourth Anniversary of the Effective Date.

        7.    SPECIAL TERMINATION PROVISIONS.    Notwithstanding the provisions of Section 6 of this Agreement, this Agreement shall terminate upon the occurrence of any of the following events:

In the event of a termination of this Agreement pursuant to the provisions of Subsection 7(a), (b), (c), (d), or (f), Employer shall not be required to make any payments to Employee other than payment of Base Salary and vacation pay accrued but unpaid and expenses incurred but not reimbursed through the termination date; specifically, in such event, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of Employer's Affiliates. In addition, in the event of a termination of this Agreement pursuant to Subsection 7(f), the provisions of Subsection 11(a) shall continue to apply for the Term and the provisions of Subsection 11(b) shall continue to apply for one (1) year following the expiration of the Term.

        8.    COMPENSATION TO EMPLOYEE.    For and in complete consideration of Employee's full and faithful performance of Employee's duties under this Agreement, Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, the following items of compensation:

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        9.    LICENSING REQUIREMENTS.

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        10.  CONFIDENTIALITY. Employee hereby warrants, covenants and agrees that, without the prior express written approval of Employer, Employee shall hold in the strictest confidence, and shall not disclose to any person, firm, corporation or other entity, any and all of Employer's confidential data, including but not limited to (a) information, drawings, sketches, plans or other documents concerning Employer's business or development plans, customers or suppliers or those of Employer's Affiliates; (b) Employer's or its Affiliates' development, design, construction or sales and marketing methods or techniques; or (c) Employer's trade secrets and other "know-how" or information not of a public nature, regardless of how such information came to the custody of Employee. For purposes of this Agreement, such confidential information shall include, but not be limited to, information, including a formula, pattern, compilation, program, device, method, technique or process, that (x) derives independent 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 economic value from its disclosure or use, and (y) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The warranty, covenant and agreement set forth in this Section 10 shall not expire, shall survive this Agreement, and shall be binding upon Employee without regard to the passage of time or other events.

        11.  RESTRICTIVE COVENANT/NO SOLICITATION.

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        12.  BEST EVIDENCE.    This Agreement shall be executed in original and "Xerox" or photostatic copies and each copy bearing original signatures in ink shall be deemed an original.

        13.  SUCCESSION.    This Agreement shall be binding upon and inure to the benefit of Employer and Employee and their respective successors and assigns.

        14.  ASSIGNMENT.    Employee shall not assign this Agreement nor delegate his duties hereunder without the express written prior consent of Employer thereto. Any purported assignment by Employee in violation of this Section 14 shall be null and void and of no force or effect. Employer shall have the right to assign this Agreement freely.

        15.  AMENDMENT OR MODIFICATION.    This Agreement may not be amended, modified, changed or altered except by a writing signed by both Employer and Employee.

        16.  GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Employer's principal place of business is located in effect on the Effective Date of this Agreement, without regard to conflicts of law principles.

        17.  NOTICES.    Any and all notices required under this Agreement shall be in writing and shall be either hand-delivered or mailed, certified mail, return receipt requested, addressed to:

TO EMPLOYER:   Valvino Lamore, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Human Resources

WITH A COPY
THAT SHALL NOT BE
NOTICE TO:

 

Wynn Resorts, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Legal Department

TO EMPLOYEE:

 

Matt Maddox
10164 Birch Bluff Lane
Las Vegas, NV 89145

All notices hand-delivered shall be deemed delivered as of the date actually delivered. All notices mailed shall be deemed delivered as of three (3) business days after the date postmarked. Any changes in any of the addresses listed herein shall be made by notice as provided in this Section 17.

        18.  INTERPRETATION.    The preamble recitals to this Agreement are incorporated into and made a part of this Agreement; titles of sections are for convenience only and are not to be considered a part of this Agreement.

        19.  SEVERABILITY.    In the event any one or more provisions of this Agreement is declared judicially void or otherwise unenforceable, the remainder of this Agreement shall survive and such provision(s) shall be deemed modified or amended so as to fulfill the intent of the parties hereto.

        20.  DISPUTE RESOLUTION.    Except for equitable actions seeking to enforce the provisions of Sections 10 and 11 of this Agreement, jurisdiction and venue for which is hereby granted to the court of general trial jurisdiction in the state and county where Employer's principal place of business is located, any and all claims, disputes, or controversies arising between the parties hereto regarding any of the terms of this Agreement or the breach thereof, on the written demand of either of the parties hereto, shall be submitted to and be determined by final and binding arbitration held in the state and county where Employer's principal place is located, in accordance with Employer's or Employer's Affiliates' arbitration policy governing employment disputes. This agreement to arbitrate shall be specifically enforceable in any court of competent jurisdiction.

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        21.  WAIVER.    None of the terms of this Agreement, including this Section 21, or any term, right or remedy hereunder shall be deemed waived unless such waiver is in writing and signed by the party to be charged therewith and in no event by reason of any failure to assert or delay in asserting any such term, right or remedy or similar term, right or remedy hereunder.

        22.  PAROL.    This Agreement constitutes the entire agreement between Employer and Employee with respect to the subject matter hereto and this Agreement supersedes any prior understandings, agreements, undertakings or severance policies or plans by and between Employer or Employer's Affiliates, on the one side, and Employee, on the other side, with respect to the subject matter hereof or Employee's employment with Employer or Employer's Affiliates.

        IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

 
   
   
VALVINO LAMORE, LLC   EMPLOYEE

By:

 

/s/  
MARC SCHORR      

 

/s/  
MATT MADDOX      
Matt Maddox

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EMPLOYMENT AGREEMENT ("Agreement") -by and between- VALVINO LAMORE, LLC, ("Employer") -and- MATT MADDOX ("Employee")
WITNESSETH