EMPLOYMENT CONTRACT
This EMPLOYMENT CONTRACT, dated as of December 26, 1996 between Trans World
Gaming Corp., a Nevada corporation with offices at Xxx Xxxx Xxxxx, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and Xxxxxx Tottenham (the "Employee").
The Company desires to engage Employee to perform services to the Company
and to Employee desires to perform such services, on the terms and conditions
hereinafter set forth:
1. TERM.
The Company agrees to employ the Employee in an executive capacity as
President and Chief Executive Officer and Employee agrees to serve on the terms
and conditions of this Agreement for a period commencing on the date of this
Agreement and ending five (5) years hereafter.
2. DUTIES AND SERVICES.
During the Employment Period, Employee shall be employed in the business of the
Company. In performance of his duties, Employee shall be subject to reasonable
direction of the Board of Directors of the Company. Employee agrees to devote
full time to the affairs of the Company, to discharge his duties hereunder to
the best of his abilities and to take no action outside of the ordinary course
of business that he is not specifically authorized to take by the Board of
Directors of the Company, and that the foregoing shall constitute a material
term of this Agreement. Employee's office shall be based in London, United
Kingdom but shall be available to travel as the needs of the business reasonably
require.
3. COMPENSATION.
As full compensation for his services hereunder, the Company shall pay
Employee, during the Employment Period, as follows:
A. A basic salary payable in semi-monthly installments at the annual rate
of $150,000 for each year of the contract, such payments to be made in
accordance with the Company's usual payroll practices.
B. Employee will be eligible for participation in the Company's 1993
Incentive Stock Plan and the Executive Compensation Plan.
C. The Company has no current plan relative to bonuses or cost of living
increases, although the Company reserves the right in the future to
grant such bonuses or cost of living increases.
D. Employee shall further be entitled to participate in the present or
future employee benefit plans of the Company including pension plans
subject to the approval of the Board of Directors if he meets the
eligibility requirements therefor.
4. EXPENSES.
Employee shall be entitled to reimbursement for reasonable travel and out-
of-pocket expenses necessarily incurred in the performance of his duties
hereunder, upon submission of written statements and/or bills in accordance with
the then regular procedures of the Company.
5. REPRESENTATIONS & WARRANTIES OF EMPLOYEE.
Employee represents and warrants to the Company that Employee is under no
contractual or other restriction which is inconsistent with the execution of
this Agreement or performance of his duties hereunder.
6. PATENTS.
Any interest in patents, patent applications, inventions, copyrights,
developments, and processes (the "Inventions") which Employee now or hereafter
during the period he is employed by the Company under this Agreement or
otherwise may own or develop relating to the fields in which the Company may
then be engaged shall belong to the Company and forthwith upon request of the
Company may reasonably request in order to vest in the Company all his right,
title and interest in and to the Inventions free and clear of all liens, charges
and encumbrances.
7. CONFIDENTIAL INFORMATION.
All confidential information which Employee may now possess, may obtain
during or after the Employment Period or may create prior to the end of the
period he is employed by the Company, under this Agreement, or otherwise,
relating to the business of the Company, or as it may relate to the Company or
any customer or supplier of any of them shall not be published, disclosed, or
made accessible by him to any other person, firm or corporation either during or
after the termination of his employment or used by him except during the
Employment in the business of the Company. Except as otherwise provided in this
Section 7, Employee shall return all tangible evidence of such confidential
information to the Company prior to or at the termination of his employment.
8. LIFE INSURANCE.
If reasonably requested by the Company, Employee shall submit to such
reasonable physical examinations and otherwise take such actions and deliver
such documents may be reasonably necessary to enable the Company at its expense
and for its own benefit, to obtain life insurance on the life of Employee.
9. TERMINATION.
Notwithstanding anything herein contained, if on or after the date hereof
and prior to the end of the Employment Period:
(a) either (i) Employee shall be physically or mentally incapacitated or
disabled or otherwise unable to fully discharge his duties hereunder for a
period of three consecutive months in any twelve month period (provided however,
that there shall be no right of termination unless there is in effect disability
paid for by the Company in an amount sufficient to pay Employee his full salary
in the amount provided in Section 3 for the balance of the term of this
Agreement), and Employee is in fact paid full salary in the amount provided in
Section 3 for the balance of the term of this Agreement, (ii) Employee shall be,
after all appeals have been exhausted, convicted of a felony, or (iii) Employee
shall breach any material term of this Agreement or violate Company policy and
fail to correct such breach within (30) days after the written notice of
commission thereof, then and in each such case, the Company shall have the right
to give written notice of termination of Employee's services hereunder as of a
date (not earlier than 30 days from the date of giving written notice) to be
specified in such notice, and this Agreement shall terminate on and the salary
shall be payable to, the date so specified, or
2
(b) Employee shall die, then the Agreement shall terminate on the date of
Employee's death but salary shall continue to be paid for a period of 90 days
after the date of death. If Employee is terminated for any reason whatsoever; he
will be entitled to 3 months severance pay equal to the salary in Section 3 for
a period of 90 days. His estate shall be entitled to receive his full salary at
the rate provided in Section 3 to the date as aforesaid. Nothing contained in
this Section 9 shall be deemed to limit any other right the Company may have to
terminate the Employee's employment hereunder upon any ground permitted by law
in which case Employee will be paid severance pay equal to the salary in Section
3 for a period of 90 days.
10. SURVIVAL.
The covenants, agreements, representations and warranties contained in or
made pursuant to this Agreement shall survive Employee's rightful termination of
employment. If any such termination is wrongful, then, except, as provided in
Section 6, such covenants, agreements, representations and warranties shall not
Survive.
11. MODIFICATIONS.
This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof, supersedes all existing agreements between
the parties concerning such subject matter, and may be modified only by a
written instrument duly executed by both of the parties hereto.
12. NOTICES.
Any notice or other communication permitted or required to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested or delivered against receipt to the party to whom it is to be
given at the address of such party set forth in the preamble to this Agreement
(or to such other address as the party shall have furnished in writing and in
accordance with the provisions of this Section 13). Notice to the estate of
Employee shall be sufficient if addressed to Employee as provided in this
Section 13. Any notice of other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.
13. WAIVER.
Any waiver by either party of a breach of any provision of this Agreement
shall not operate as or be construed to be waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must in writing.
14. BINDING EFFECT.
Employee's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, such rights shall not be subject to
communications, encumbrance or other claims of Employee's creditors and any
attempt to do any of the foregoing shall be void. The Company's rights or
obligation under this Agreement shall not be transferable by assignment or
otherwise, unless Employee at its sole option, elects to accept and be bound by
such transfer assignment. The provisions of this
3
Agreement shall be binding upon and inure to the benefit of Employee and his
heirs and personal representative and shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
15. NO THIRD PARTY BENEFICIARIES.
This Agreement does not create and shall not be construed as creating any
rights enforceable by any person not a party to this Agreement, except as
provided in Sections 9(b) and 14 of this Agreement.
16. HEADINGS.
The headings in this Agreement are solely for the convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.
17. COUNTERPARTS; GOVERNING LAW.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement shall be governed and construed
in accordance with the laws of the State of New York without giving effect to
its conflict of laws provisions.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above-written.
TRANS WORLD GAMING CORP.
By:
--------------------------
Xxxxxxxx X. Xxxxxxxxx
Its: Chief Financial Officer
XXXXXX TOTTENHAM
--------------------------
