EXHIBIT 10.75
-------------
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") made this 17th day of April,
1995, between XXXXX PLAZA ASSOCIATES, a New Jersey General Partnership, with
offices in Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "TPA")
and Xxxxx Xxxx (hereinafter referred to as "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is desirous of gaining employment with TPA as its
Executive Vice President Casino Sales and Marketing; and
WHEREAS, the parties desire to consummate their employment relationship and
to define more specifically the terms and conditions thereof by entering into
this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, promises and
agreements herein contained, the parties hereto, intending to be legally bound
hereby, do covenant and agree as follows:
ARTICLE 1.
----------
EMPLOYMENT
----------
TPA hereby employs the Executive and the Executive hereby accepts such
employment in the capacity of Executive Vice President Casino Sales and
Marketing.
ARTICLE 2.
----------
TERM
----
The term of this Agreement shall be for a period of three (3) years and
shall commence on May 1, 1995, and shall continue until 12 Midnight on May 1,
1998 (the "Employment Term"). Written notice of intent to renegotiate and
extend this Agreement will begin on or about September 1, 1997.
ARTICLE 3.
----------
DUTIES
------
3.1 During the Employment Term, the Executive shall devote his full business
time, attention, and energies exclusively and solely in discharging and
performing his duties
and responsibilities as the Executive Vice President Casino Sales and
Marketing of TPA ("Executive Duties"), to administer and supervise the sales and
marketing of international, slot, floor and table games, telemarketing and
direct sales effort in conjunction with the President, performing strategic
planning and implementation of special events, functions both in-house and off-
site. Supervise the processing of the VIP Reservations Department to insure the
proper and efficient processing of guest reservations, complimentaries, air and
ground transportation.
3.2 The Executive shall at all times, diligently and in good faith,
discharge the Executive Duties in consultation with and under the direct
------
supervision of the President and Chief Operating Officer only and shall make his
----
principal office at TPA.
ARTICLE 4.
----------
COMPENSATION
------------
4.1 In consideration of the services to be rendered by the Executive to
TPA, TPA shall pay to the Executive a salary of TWO HUNDRED FORTY THOUSAND
($240,000.00) dollars per annum ("Executive Salary"). The Executive salary
shall, during the employment term, be payable periodically in accordance with
TPA's regular payroll practices.
4.2 On the first anniversary of the Executive's employment with TPA and
on all subsequent anniversary dates, the Executive Salary will be reviewed in
accordance with TPA's regular policies therefor. Any increase in the Executive
Salary shall be in TPA's sole and absolute discretion.
4.3 The Executive shall be entitled to participate in TPA's executive
bonus programs in such form and at such levels as TPA, in its sole and absolute
discretion, may hereafter elect to provide similarly situated executives.
ARTICLE 5.
----------
BENEFITS
--------
In further consideration of the services to be rendered by the Executive to
TPA, and in addition to the compensation set forth in Article 4 above, TPA shall
provide the Executive with the following benefits:
5.1 TPA shall provide the Executive, at the sole cost and expense of TPA,
with health insurance (family plan) in such amounts and with such coverages as
provided to other Executives of TPA under its group plan.
-2-
5.2 TPA shall reimburse the Executive for the actual cost of the
Executive's COBRA coverage until the Executive is eligible to participate in
TPA's insurance program.
5.3 TPA shall upon commencement of employment procure for the benefit of
the Executive a life insurance policy or policies which shall provide coverage
in an amount equal to that provided similarly situated executives (but not less
than three times the Executive salary) and shall be payable to those
beneficiaries named by the Executive or, in the event no beneficiaries are so
named, shall be payable to the Executive's estate. Upon termination of
employment, executive may elect to retain said policy and employer agrees to
transfer same to him upon request (to the extent such policy or policies are
transferable) without cost to the Executive.
5.4 The Executive shall be entitled to participate in any qualified
pension, profit sharing or other retirement plan now or hereinafter established
by TPA.
5.5 The Executive shall be entitled to fifteen (15) days of paid vacation
for each year during the term of employment. Said fifteen (15) days does not
include official TPA holidays. Vacations shall be taken upon reasonable prior
notice to the President and Chief Operating Officer and at a time and manner
that shall not substantially interfere with the proper operation of TPA and the
performance of the Executive Duties.
ARTICLE 6.
----------
EXPENSES
--------
TPA recognizes that the Executive may incur certain out-of-pocket expenses
related to the Executive Duties. Upon submission to TPA of a detailed
accounting of ordinary and reasonable expenses and paid receipts or other
documentation incurred for such purposes including travel and entertainment
expenses, TPA shall reimburse the Executive for such amounts so expended subject
to approval by the President and Chief Operating Officer.
ARTICLE 7.
----------
CONFIDENTIALITY
---------------
7.1 The Executive acknowledges that he will 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 telephone numbers of individual contacts, (3) pricing policies, marketing
strategies, product strategies and business strategies and policies. It is
hereby acknowledged and understood 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
-3-
the Executive's employment, it is agreed that the Executive will not disclose
any of this information for any purpose or remove material containing this
information from TPA's premises which belongs to TPA.
7.2 Upon termination of the Executive's employment, the Executive will
immediately return to TPA all correspondence files, business card files,
customer and prospect lists, technical data, notes and other materials which
contain any of this information, and the Executive will not retain copies of
those materials.
7.3 The Executive represents to TPA that there are no restrictions or
agreements to which he is a party which would be violated by the execution of
this Agreement and his employment thereafter. Executive represents that
restrictions as contained in previous employment agreement are attached hereto
and both parties agree that execution and performance of this Agreement will not
violate those provisions.
ARTICLE 8.
----------
TERMINATION
-----------
Notwithstanding the provisions of Article 2 hereof, the employment of the
Executive may be terminated by TPA or by the Executive in the following manner:
8.1 By TPA:
(i) For "just cause" which, for the purposes of this Agreement, shall be
defined as loss of his Casino Control Commission license.
(ii) Executive's conviction of a crime under the laws of any jurisdiction
which constitutes a disqualifying crime described in N.J.S.A. 5:12-86; or any
breach by the Executive of the Executive's duty of trust to TPA, in the nature
of theft by the Executive on TPA or fraud committed by the Executive upon TPA.
(iii) For any reason in the sole and absolute discretion of TPA on sixty
(60) days written notice to Executive.
8.2 By the Executive:
(i) Upon written notice from the Executive, if TPA has materially
breached any of the terms or conditions of this Agreement and such breach is not
cured within thirty (30) days after receipt of such notice by TPA;
8.3 Upon the termination of this Agreement under this Article 8, the
duties, responsibilities and obligations of the parties shall cease and this
Agreement shall thereafter be of no
-4-
further force and effect, except as otherwise set forth in Article 9 below.
ARTICLE 9.
----------
GUARANTEED AGREEMENT
--------------------
9.1 In the event this Agreement is terminated by TPA pursuant to
paragraph 8.1(i) or (ii) above, the Executive shall not be entitled to any
further portion of the Executive salary. Termination shall be effective the end
of the business day that Executive is delivered a written notice of termination
from the President and Chief Operating Officer after a final unappealable
adjudication of the matters set forth in 8.1 or 8.2 above.
9.2 In the event this Agreement is terminated by TPA for any other
reason, the following shall apply:
(i) TPA agrees to pay to the Executive the entire Executive salary for the
entire term of this Agreement unless same is terminated pursuant to Article
8.1(i) or (ii).
(ii) TPA further agrees that during the period it continues to pay the
Executive pursuant to paragraph 9.2(i) above, it shall keep the Executive's
life, health and major medical insurance coverage in full force and effect.
However, the Executive shall notify TPA forthwith if he acquires other
employment during same period and TPA may terminate the insurance referred to in
this paragraph if and when provided by the new employer.
(iii) TPA agrees that Executive shall perform his duties in Atlantic
City, New Jersey during the term of this Agreement.
(iv) The termination provisions are provided to enable the Executive to
fulfill all responsibilities and duties with reasonable job and income security.
9.3 Any and all payments made by TPA to the Executive pursuant to this
Article shall be subject to regular Federal and State deductions and
withholding.
ARTICLE 10.
-----------
INDEMNIFICATION
---------------
TPA shall indemnify, defend and hold the Executive harmless including the
payment of reasonable attorneys' fees from and against any and all claims made
by anyone, including but not limited to, governmental agencies and commissions,
including the New Jersey Division of Gaming Enforcement (as to renewal and/or
violation), a corporate entity, company, other employee, agent, patron or member
of the general public with respect to any claims
-5-
or matters arising from or involving the performance of the Executive's duties
hereunder to the extent permitted by law. In the event such claim is based upon
the Executive's willful, wanton or illegal acts, TPA shall nevertheless provide
for the Executive's defense but shall not be obliged to indemnify him in the
event of a final adjudication establishing Executive's willful, wanton or
illegal act as the sole cause of the adjudicated loss.
ARTICLE 11.
-----------
WAIVER
------
The waiver of a breach of any term or condition of this Agreement shall not
be deemed to constitute the waiver of any other breach of the same or any other
term or condition of this Agreement.
ARTICLE 12.
-----------
NOTICES
-------
All notices, requests, demands, or other communications to be given
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered or mailed by certified mail, return receipt requested:
A. If to the Executive, addressed to him at:
-----------------------------------------
B. If to TPA, addressed to:
------------------------
Xxxxx Xxxxxx
President and Chief Operating Officer
Xxxxx Plaza Associates
Atlantic City, New Jersey
or to such other place or places as the parties hereto may designate to each
other in writing.
ARTICLE 13.
-----------
CONSTRUCTION OF AGREEMENT
-------------------------
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, 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 Atlantic City, New Jersey,
in accordance with the Commercial Arbitration Rules of the American Arbitration
-6-
Association. This Agreement to arbitrate shall be specifically enforceable in
any court of competent jurisdiction in New Jersey and no review of an
arbitration award shall lie except for fraud or misconduct on the part of the
arbitrators.
ARTICLE 14.
-----------
BENEFITS AND BURDENS
--------------------
This Agreement shall inure to the benefit of and be binding upon TPA, its
successors and assigns, and any corporation or other entity with which TPA may
merge or consolidate or to which TPA will sell its assets, and the Executive and
his executors, administrators, heirs, and legal representatives. Since the
Executive's duties and services hereunder are acknowledged by the parties hereto
to be special, personal, and unique in nature, the Executive shall not transfer,
sell or otherwise assign his rights, obligations, or benefits under this
Agreement nor delegate any of his duties hereunder without the prior written
consent of TPA, which may be withheld in its sole and absolute discretion and
shall not be subject to a standard of reasonableness.
ARTICLE 15.
-----------
ENTIRE AGREEMENT
----------------
This Agreement contains the entire agreement between the parties hereto
relating to the subject matter hereof and supersedes all previous and
contemporaneous agreements and understandings between the parties hereto whether
written or oral with respect to the subject matter hereof. This Agreement
cannot be modified, altered, or amended except by a writing executed by the
parties hereto.
ARTICLE 16.
-----------
SEVERABILITY
------------
If any provision of this Agreement shall be held to be invalid or
unenforceable, such validity or unenforceability shall not affect or impair the
validity or enforceability of the remaining provisions of this Agreement which
shall remain in full force and effect and the parties hereto shall continue to
be bound thereby.
-7-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
year and date first above written.
ATTEST: XXXXX PLAZA ASSOCIATES
/s/ Xxxx Xx XxXxxxx By:/s/ Xxxxx X. Xxxxxx
------------------- -------------------
Xxxxx Xxxxxx,
President and
Chief Operating Officer
Dated: April 17, 1995
Witness
/s/ Xxxx Xx XxXxxxx /s/ Xxxxx Xxxx
------------------- --------------
Xxxxx Xxxx
Dated: April 17, 1995
-8-
