EXHIBIT 10(u)
October 25, 1995
Xx. Xxxxxxx X. Xxxxxx
00 Xxxxx Xxxxx Xxxx
Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxx 00000
Dear Xxxx:
This letter will serve to confirm our understanding and agreement pursuant to
which Xxxxx Xxx Mahal Associates ("TTMA") has agreed to employ you, and you have
agreed to be employed by TTMA commencing December 1, 1995 and expiring November
30, 1998 ("Expiration Date"), unless terminated earlier by TTMA pursuant to
Paragraph 12 hereof:
1. You shall be employed by TTMA in the capacity of Executive Vice President,
Operations, upon approval of that position by the New Jersey Casino
Control Commission (the "Commission"), or such other position as
determined solely by TTMA to perform such duties as are commonly attendant
upon such office and such further duties as may be specified, from time to
time, by TTMA.
2. During the term of this Agreement, you shall be paid an annual base salary
at the rate of Two Hundred Seventy-Five Thousand ($275,000.00) Dollars per
annum, payable periodically in accordance with TTMA's regular payroll
practices.
3. On the first anniversary of your employment with TTMA and on all
subsequent anniversary dates, your annual salary will be reviewed in
accordance with TTMA's regular policies therefor. Any increase of your
annual salary shall be in TTMA's sole and absolute discretion.
4. You shall be afforded coverage under TTMA's employee insurance programs in
such form and at such levels as TTMA, in its sole discretion, may
hereafter elect to provide for similarly situated executives.
Xx. Xxxx Xxxxxx
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October 25, 1995
5. A. You shall be entitled to participate in TTMA's executive benefit
programs in such form and at such levels as TTMA, in its sole and absolute
discretion, may hereafter elect to provide similarly situated executives.
B. You shall, in addition to monetary compensation, receive a car
allowance of Seven Hundred Fifty ($750.00) Dollars per month or, in the
alternative, use of a company-owned or leased car.
C. You shall also have executive comping privileges at such levels, if
any, as TTMA in its sole and absolute discretion, shall establish from
time to time for similarly situated executives.
6. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to TTMA's business and shall
not, directly or indirectly, work for, consult with or otherwise engage
in any other activities of a business nature for any other person or
entity, without TTMA's prior written consent. You will promptly
communicate to TTMA, in writing when requested, all marketing strategies,
technical designs and concepts, and other ideas pertaining to TTMA's
business which are conceived or developed by you, alone or with others,
at any time (during or after business hours) while you are employed by
TTMA. You acknowledge that all of those ideas will be TTMA's exclusive
property. You agree to sign any documents which TTMA deems necessary
to confirm its ownership of those ideas, and you agree to otherwise
cooperate with TTMA in order to allow TTMA to take full advantage of
those ideas.
7. You acknowledge that you have access to information which is proprietary
and confidential to TTMA. This information includes, but is not limited
to, (1) the identity of customers and prospects, (2) names, addresses and
phone numbers of individual contacts, (3) pricing policies, marketing
strategies, product strategies and methods of operation, and (4) expansion
plans, management policies and other business strategies and policies.
You acknowledge and understand that this information must be maintained
in strict confidence in order for TTMA to protect its business and its
competitive position in the marketplace. Accordingly, both during and
after termination of your employment, you agree that you will not disclose
any of this information for any purpose or remove materials containing
this information from TTMA's premises. Upon termination of your
employment, you will immediately return to TTMA all correspondence files,
business card files, customer and prospect lists, price books, technical
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October 25, 1995
data, notes and other materials which contain any of this information,
and you will not retain copies of those materials.
8. In the event this Agreement is terminated by you for any reason or by the
Company for Cause as defined in Paragraph 12, you agree that for a
period of one (1) year after termination of your employment,
you will not accept employment with or on behalf of any Atlantic City
casino hotel nor solicit or contact, directly or through any other
Atlantic City casino or any company affiliated with an Atlantic City
casino, any customers whom you have developed or continued to develop
during your tenure with TTMA. This restriction shall not apply if Company
terminates this Agreement without Cause.
9. You represent to TTMA that there are no restrictions or agreements to
which you are a party which would be violated by our execution of this
Agreement and your employment hereunder.
10. You hereby agree to comply with all of the rules, regulations, policies
and/or procedures adopted by TTMA during the term of this Agreement, as
well as all applicable state, federal and local laws, regulations and
ordinances.
11. You hereby represent that you presently hold the New Jersey Casino Control
Commission license required in connection with your employment hereunder
and will take appropriate steps to renew said license in a timely manner.
12. You hereby understand and acknowledge that TTMA may terminate this
Agreement in the event your Casino Control Commission license is
terminated and/or suspended or revoked by the Commission or if you shall
commit an act constituting "Cause", which is defined to mean the
following: a breach by you of any of the provisions of this Agreement
or any employee conduct rules; an act of dishonesty; the deliberate and
intentional refusal by you to perform your duties hereunder or your
failure, as determined solely by TTMA, to properly perform and execute
your duties hereunder, any act which in TTMA's sole opinion would
adversely reflect upon TTMA or impair your ability to effectively perform
your duties hereunder, alcohol or drug abuse; your disability, which
is defined to be any condition prohibiting you from performing your duties
hereunder for a period in excess of thirty (30) days, or your death.
In the event of a termination pursuant to this paragraph, TTMA shall pay
to you your salary earned to the date of termination and shall have no
further liability or obligation to you under this Agreement.
13. INTENTIONALLY BLANK
Xx. Xxxx Xxxxxx
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October 25, 1995
14. A. TTMA shall reimburse you for reasonable moving expenses incurred in
connection with moving from Nevada to New Jersey.
B. In the event TTMA terminates this Agreement without cause, TTMA shall
reimburse you for reasonable moving expenses incurred in moving back to
Nevada which shall not exceed the amount which TTMA paid to you in
reimbursement for moving expenses from Nevada to New Jersey as referred
to in subparagraph 14A above.
C. In the event you terminate this Agreement, you shall not be entitled
to the moving expenses referred to in subparagraph 14A above.
15. TTMA shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if TTMA does not directly provide your
defense, from and against any and all civil claims made by anyone,
including, but not limited to, a corporate entity, company, other
employee, agent, patron or member of the general public with respect to
any claim which asserts as a basis, any acts, omissions or other
circumstances involving the performance of your employment duties
hereunder unless such claim is based upon your gross negligence or any
willful and/or wanton act. This Paragraph 14 shall not apply in any
actions in which your interests are adverse to that of the Company.
16. You represent that you are a citizen of the United States or that you
possess the proper visa and/or work permits necessary to perform your
functions hereunder.
17. You acknowledge that it would be extremely difficult to measure the
damages that might result from any breach by you of your promises in
Sections 6, 7 and 8 of the Employment Contract and that a breach may cause
irreparable injury to TTMA which could not be compensated by money
damages. Accordingly, TTMA will be entitled to enforce this Employment
Contract by obtaining a court order prohibiting you (and any others
involved) from breaching this Agreement. If a court decides that any
part of this Agreement is too broad, the court may limit that part and
enforce it as limited.
Xx. Xxxxxxx X. Xxxxxx
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October 25, 1995
18. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey and in any lawsuit involving this
Agreement, you consent to the jurisdiction and venue of any state or
federal court located in New Jersey. This Agreement represents the
entire agreement between the parties and may not be modified or amended
without the written agreement of both parties. This Agreement supersedes
all other agreements between the parties.
19. If any provision hereof is unenforceable, illegal or invalid for any
reason whatsoever, such fact shall not affect the remaining provisions
hereof. If any of the provisions hereof which impose restrictions on
you are, with respect to such restrictions, determined by a final
judgment of any court of competent jurisdiction to be unenforceable or
invalid because of the geographic scope or time duration of such
restrictions, such provisions shall be deemed retroactively modified to
provide for the maximum geographic scope and time duration which would
make such provisions enforceable and valid. However, no such retroactive
modification shall affect any of Employer's rights hereunder arising out
of the breach of any such restrictive provisions, including without
limitation, TTMA's rights to terminate this Agreement.
If the foregoing correctly sets forth our understanding, kindly sign and return
to me the duplicate copy of this letter enclosed herewith.
Very truly yours,
XXXXX XXX MAHAL ASSOCIATES Agreed and Consented to:
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
_____________________________ ________________________________
XXXXXXXX X. XXXXX XXXXXXX X. XXXXXX
Chief Executive Officer
Date: 11/2/95
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