Exhibit 10.2
XXXXX
ENTERTAINMENT RESORTS, INC.
0000 XXXXXXXXX
XXXXXXXX XXXX, XX 00000
PH: 000-000-0000
FX: 000-000-0000
Xxxxxxxxx 00, 0000
Xxxxxxxx Xxxxxx
Dear Xxxxxxxx:
This letter agreement (the "Agreement") will confirm your employment
with Xxxxx Xxx Mahal Associates, LLC ("Xxxxx"), a subsidiary of Xxxxx
Entertainment Resorts Holdings, L.P. ("TERH").
Your official starting date of employment will be September 19, 2005.
Position: Assistant General Manager
(or such other position at any TERH affiliate owned casino
hotel as TERH may reasonably request and which you are
qualified for by training and experience)
Base Salary: Weekly Salary of $6,250.00
(reviewed annually and adjusted in accordance with current
Xxxxx policy)
Bonus: Sign on bonus of $25,000 within 15 days of your start
date. $25,000 bonus paid February 1, 2006.
Annual Incentive
Bonus: 40% target - 60% maximum of base salary based upon
achievement of financial parameters as established by the
Compensation Committee of TERH.
Long Term Incentive: Initial grant of 10,000 restricted shares, with all
restrictions lapsing in one third increments on September
30, 2006, 2007 and 2008. Will become eligible following
approval by the Compensation Committee for grants of
equity compensation awards or options under any long term
incentive compensation program adopted by TERH. Failing
the establishment of such an incentive, amounts will be
paid in cash.
Moving Expense
Reimbursement: Per attached.
COBRA Reimbursement: Up to six (6) months of your actual cost.
Benefits: Benefits and perquisites which Xxxxx provides to its
employees generally as determined by Xxxxx.
Vacation: Two (2) weeks earned upon signing and then two (2) weeks
earned on your second anniversary.
Severance: Upon termination of your employment without Cause you will
be entitled to receive a payment equal to twelve (12)
months of your then current salary. You will also be
reimbursed for your COBRA costs for an equivalent period.
You shall, in such event, execute any and all release
documents customarily used for executive terminations
requested by Xxxxx as a condition precedent to obtaining
such sum. As used herein, the term "Cause" shall refer to
the following:
(i) theft, fraud, dishonesty, gross negligence or
willful malfeasance by you in connection with
the performance of his duties hereunder;
(ii) a material breach or material failure to
fulfill and perform your duties hereunder,
which breach or failure is not cured to the
reasonable satisfaction of Xxxxx within ten
(10) days after written demand from Xxxxx (if
such breach is at all curable during such time
in the reasonable determination of Xxxxx);
failing such determination, "Cause" shall have
occurred upon the occurrence of such breach or
failure;
(iii) conviction of a felony or a crime involving
moral turpitude; (iv) habitual neglect of
duties or misconduct in the performance of your
duties and responsibilities hereunder following
an initial notice of warning from Xxxxx with
respect thereto;
(v) in the event your Casino Control Commission
license is terminated and/or suspended or
revoked by the Commission; or
(vi) a repeated or ongoing failure to comply with
reasonable and lawful directions and
instructions of management of Xxxxx in
connection with the performance of your duties
and responsibilities hereunder following an
initial notice of warning from Xxxxx with
respect thereto.
Upon termination for Cause, all of your rights under this
Agreement shall immediately terminate and Xxxxx shall have
no further obligations. A termination of your employment
with Xxxxx upon your voluntary resignation or voluntary
retirement shall be treated as a termination for Cause
hereunder. Upon a termination for Cause, you shall receive
in full satisfaction of all amounts due to you an amount
equal to the remainder of Base Compensation through date
of termination and any vested benefits then due.
Change of Control: You may terminate your employment on your own initiative
within thirty days of a Change of Control and in such
event you shall be entitled to the severance set forth
above as if termination occurred without cause. Change of
Control shall hereby mean the sale of or transfer of
control over (whether by merger or otherwise) more than
50% of the undiluted common stock of the Company to or by
any person or entity or affiliates of such person or
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entity or the sale of substantially all of the assets of
the Company to a person or entity or affiliates of such
person or entity not currently owing more than 50% of the
undiluted common stock.
Non-compete: a. You agree that for a period of twelve (12)
months after termination of your employment on
your own initiative for any reason or for
Cause, you will not accept employment, either
as an employee, consultant or independent
contractor, with or on behalf of any casino
licensee or casino license applicant in any
market where we operate or within 200 miles
thereof;
b. You agree that for a period of twelve (12)
months after the termination of your employment
with Xxxxx you shall not solicit or contact,
directly or through any other company, any
customers whom you have met, serviced,
developed or continued to develop during your
tenure with Xxxxx;
c. You agree that for a period of twelve (12)
months after the termination of your employment
with Xxxxx you shall not solicit or otherwise
discuss employment with, directly or through
any other company, any employees of Xxxxx, or
any of its related or affiliated companies.
d. You acknowledge and agree that the restrictive
covenants set forth herein are reasonable as to
duration, terms and geographical area and that
the same are necessary to protect the
legitimate interests of Xxxxx, impose no undue
hardship on you and are not injurious to the
public.
You acknowledge that upon your breach of this Agreement,
Xxxxx would sustain irreparable harm from such breach,
and, therefore, you agree that in addition to any other
remedies which Xxxxx may have under this Agreement or
otherwise, Trump's obligations to provide severance
benefits to you shall immediately terminate, you shall
have no claim to receive such benefits from Xxxxx, the
release document referred to above shall remain in all
respects valid and binding, and Xxxxx shall be entitled to
obtain equitable relief, including specific performance
and injunctions, restraining you from committing or
continuing any such violation of this section.
Indemnification: Xxxxx shall cover you under directors and officers
liability insurance both during, and while potential
liability exists, after your employment with Xxxxx in
commercially reasonable amounts. Xxxxx shall during and
after your employment indemnify and hold you harmless to
the fullest extent permitted by applicable law with regard
to your actions or inactions in the performance of your
duties as an officer, director and/or employee of Xxxxx
and its affiliates or as a fiduciary of any benefit plan
of Xxxxx and its affiliates.
Representation: You acknowledge that your entering into this Agreement
does not violate any other agreement to which you or
anyone on your behalf is a party.
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Entire Agreement: This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and
supersedes and voids any and all prior agreements or
understandings, written or oral, regarding the subject
matter hereof.
GOVERNING LAW: This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.
Your employment is contingent upon the following:
o obtaining or possessing a New Jersey Key license,
o satisfactorily completion of a background and reference check,
o your signing this Agreement, the TERH Code of Business Conduct
and the Xxxxx Employee Handbook,
o compliance with all employment policies including the
successful completion of a drug test,
o your submission of appropriate documentation of employment
eligibility in the United States.
Very truly yours,
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Executive Vice President of
Human Resources and Administration
Xxxxx Entertainment Resorts, Inc.
CK/ams
I agree and accept the terms of this Agreement.
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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