[LETTERHEAD]
XXXXX
HOTELS
CASINO RESORTS
EXHIBIT 10.76
March 22, 2000
Xxxx X. Xxxx
000 X. Xxxxx Xxxxx
Xxxx Xxxxx, Xxx Xxxxxx 00000
Dear Xxxx:
This letter will serve to confirm our understanding and agreement
pursuant to which Xxxxx Plaza Associates, d/b/a Xxxxx Plaza Hotel and Casino
("TPA"), has agreed to employ you, and you have agreed to be employed by TPA
commencing March 22, 2000, and expiring March 21, 2001, ("Expiration Date")
unless terminated earlier pursuant to Paragraph 11 hereof:
1. You shall be employeed by TPA in the capacity of President and Chief
Operating Officer to perform such duties as are commonly attendant upon
such office and such further duties as may be specified, from time to
time, by TPA.
2. During the term of this Agreement, you shall be paid an annual base
salary at the rate of Three Hundred Thousand, ($300,000) Dollars per
annum, payable periodically in accordance with TPA's regular payroll
practices.
3. Your annual salary will be reviewed in accordance with TPA's regular
policies therefor. Any increase of your annual salary and any bonuses
shall be in TPA's sole and absolute discretion.
4. You shall be afforded coverage under TPA's employee insurance programs
in such form and at such levels as TPA in its sole and absolute
discretion, may hereafter elect to provide for similarly situated
executives.
5. a. You shall be entitled to participate in TPA's executive benefit
programs in such form and at such levels as TPA in its sole and
absolute discretion may hereafter elect to provide similarly
situated executives.
0000 Xxxxxxxxx Xxxxxxxx Xxxx, XX 00000 -- 000-000-0000 -- Fax 000-000-0000
Xxxx X. Xxxx
March 22, 2000
Page Two
b. You shall also have free use of hotel valet and laundry services
and executive comping privileges at such levels, if any, as TPA
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 TPA'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 TPAs prior written consent. You will promptly
communicate to TPA, in writing when requested, and marketing strategies,
technical designs and concepts, and other ideas pertaining to TPA'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
TPA. You acknowledge that all of those ideas will be TPA's exclusive
property. You agree to sign any documents which TPA deems necessary to
confirm its ownership of those ideas, and you agree to otherwise
cooperate with TPA in order to allow TPA to take full advantage of those
ideas.
7. You acknowledge that you have access to information which is proprietary
and confidential to TPA. 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 TPA 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 TPA's premises. Upon
termination of you employment, you will immediately return to TPA all
correspondence files, business card files, customer and prospect lists,
price books, technical data, notes and other materials which contain any
of this information, and you will not retain copies of those materials.
8. You represent to TPA 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.
9. You hereby agree to comply with all of the rules, regulations, policies
and/or procedures adopted by TPA during the term of this Agreement, as
well as all applicable state, federal and local laws, regulations and
ordinances.
Xxxx X. Xxxx
March 22, 2000
Page Three
10. 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.
11. You hereby understand and acknowledge that TPA 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;
an act of dishonesty; the revocation or non-renewal of your casino key
employee license; your disability, which is defined to be any condition
prohibiting you from performing your duties hereunder to a period in
excess of thirty (30) days, or your death. In the event of a termination
pursuant to this paragraph, TPA 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. In the event of a termination by
TPA other than for Cause, including a constructive termination by
material changes in job position or responsibility or reduction in
salary or benefits, TPA shall pay you, in a lump sum, within seven (7)
days of such termination, all of your remaining salary through the
Expiration Date and you shall have no further liability or obligation to
TPA. In the event you terminate the Agreement for any reason other than
a breach of its provisions by TPA, TPA shall pay you your salary earned
to the date of such termination and, in such event, neither party shall
have any further liability or obligation to the other under this
Agreement.
12. TPA shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if TPA does not directly provide your
defense, from and against any and all 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.
13. 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 you
functions hereunder.
Xxxx X. Xxxx
March 22, 2000
Page Four
14 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 or 7 of the Employment Contract and that a breach may cause
irreparable injury to TPA which could not be compensated by money
damages. Accordingly, TPA 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.
15. a. The parties agree that binding arbitration shall be the remedy
for all disputes, controversies and claims arising out of this
Agreement or any notice of termination thereof, including
without limitation, any dispute controversy or claim arising out
of any of these agreements. The parties intend that such
arbitration shall provide final and binding resolution of any
dispute, controversy or claim, and that action in any other
forum shall be brought only if necessary to compel arbitration,
or to enforce any arbitration award or order. All initial
arbitration or judicial proceedings shall be instituted within
twelve (12) months after the claim accrues or shall be forever
barred.
Each party agrees that it will use its best efforts to negotiate
an amicable resolution of any dispute between them arising from
the Agreement. If the parties are unable to negotiate an
amicable resolution of a dispute within fourteen (14) days from
the date of notice of the dispute pursuant to the notice section
of this Agreement, or such other period as the parties mutually
agree in writing, either party may refer the matter to
arbitration as provided herein.
b. Arbitration shall be initiated by written notice by one party to
the other pursuant to the notice section of this Agreement, and
the Commercial Arbitration Rules of the American Arbitration
Association shall thereafter apply. The arbitrators shall have
the power to grant equitable and injunctive relief and specific
performance as provided in this Agreement. If necessary, orders
to compel arbitration or enforce an arbitration award may be
sought before the United States District Court for New Jersey.
The arbitator shall be a licensed attorney and selected pursuant
to the Commercial Arbitration Rules of the American Arbitration
Association.
Xxxx X. Xxxx
March 22, 2000
Page Five
Unless the parties agree upon the appointment of a single
arbitrator, a panel of arbitrators consisting of three (3)
members shall be appointed. One (1) member shall be appointed by
TPA, and one (1) member shall be appointed by you within ten
(10) working days' time following the giving of notice
submitting a dispute to arbitration. The third member shall be
selected by agreement of the other two (2) members. In the event
the two (2) members cannot agree upon the third arbitrator
within fifteen (15) working days' time, then the third
arbitrator shall be chosen by the American Arbitation
Association. Alternatively, the parties may, prior to any
dispute, agree in advance upon a panel of arbitrators or a
single arbitrator to which any dispute that may arise shall be
submitted for resolution pursuant to this provision.
16. The Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey. The Agreement represents the entire
agreement between the parties, superceding all previous agreements,
including the August 9, 1999 severance agreement letter, and may not be
modified or amended without the written agreement of both parties.
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 PLAZA ASSOCIATES
d/b/a/ XXXXX PLAZA HOTEL & CASINO Agreed and Consented to:
BY: /s/ Xxxxxx Xxxxx /s/ Xxxx X. Xxxx
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XXXXXX X. XXXXX XXXX X. XXXX
Chairman
3-29-00
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Date
