Exhibit 10.21
[XXXXX HOTELS & CASINO RESORTS, INC. LETTERHEAD]
April 17, 2000
Xxxxxx X. Xxxxxx
[ADDRESS]
Dear Xx. Xxxxxx:
This letter will serve to confirm our understanding and agreement pursuant
to which Xxxxx Hotels & Casino Resorts, Inc. ("THCR"), Xxxxx Hotels & Casino
Resorts Holdings, L.P. ("Holdings"), and Xxxxx Atlantic City Associates
("TACA"), (THCR, Holdings and TACA collectively referred to as "Xxxxx") have
agreed to employ you, and you have agreed to be employed by Xxxxx commencing as
of April 17, 2000, and expiring April 16, 2003 ("Expiration Date"), unless
terminated earlier pursuant to Paragraph 12 or 13 hereof:
1. You shall be employed by Xxxxx in the capacity of Executive Vice President
and General Counsel, as well as President of Xxxxx Casino Services, LLC, to
perform such duties as are commonly attendant upon such offices and shall
report directly to THCR's Chief Executive Officer.
2. During the term of this Agreement, you shall be paid an annual base salary
at a rate not less than your current salary, payable periodically in
accordance with Xxxxx'x regular payroll practices.
3. During each year of your employment with Xxxxx, you shall be eligible to
receive a bonus in an amount determined in the sole and absolute discretion
of Xxxxx'x Chairman based upon the performance and profitability of Xxxxx.
4. You shall be afforded coverage under Xxxxx'x employee insurance programs in
such form and at such levels as Xxxxx, in its sole and absolute discretion,
may hereafter elect to provide for similarly situated executives.
5. a. You shall be entitled to participate in Xxxxx'x executive benefit
programs in such form and at such levels as Xxxxx, in its sole and
absolute discretion, may hereafter elect to provide similarly situated
executives.
Xxxxxx X. Xxxxxx
April 17, 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 Xxxxx in its
sole and absolute discretion, shall establish from time to time for
similarly situated executives.
6. You agree that until the Expiration Date and so long as Xxxxx continues to
pay your salary as provided herein, you shall not accept employment, either
as an employee, consultant or independent contractor, with any other casino
hotel located in Atlantic City, New Jersey. You acknowledge and agree that
this restrictive covenant is reasonable as to duration, terms and
geographical area and that the same is necessary to protect the legitimate
interests of Xxxxx, imposes no undue hardship on you and is not injurious
to the public.
7. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to Xxxxx'x 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 Xxxxx'x prior written consent. You will promptly communicate to
Xxxxx, in writing when requested, and marketing strategies, technical
designs and concepts, and other ideas pertaining to Xxxxx'x 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 Xxxxx. You
acknowledge that all of those ideas will be Xxxxx'x exclusive property. You
agree to sign any documents which Xxxxx deems necessary to confirm its
ownership of those ideas, and you agree to otherwise cooperate with Xxxxx
in order to allow Xxxxx to take full advantage of those ideas.
8. You acknowledge that you have access to information which is proprietary
and confidential to Xxxxx. 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 Xxxxx 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 Xxxxx'x premises. Upon termination of your employment, you
will immediately return to Xxxxx 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.
Xxxxxx X. Xxxxxx
April 17, 2000
Page Three
9. You represent to Xxxxx 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 Xxxxx 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 ("Commission") license required in connection with your
employment hereunder and will take appropriate steps to renew said license
in a timely manner.
12. Prior to the Expiration Date, Xxxxx may terminate your employment hereunder
only under the following circumstances (herein referred to as "Cause"):
(i) Upon revocation by the Commission of your casino key employee
license and the exhaustion of all appeals therefrom, or in the
absence of an appeal, the exhaustion of any appeal period from
such action;
(ii) Your conviction of a crime under the law of any jurisdiction
which constitutes a disqualifying crime described in N.J.S.A.
5:12-86;
(iii) You shall become permanently disabled and unable to perform the
essential functions of your position;
(iv) You die; or
(v) Any breach by you of your duty of trust to Xxxxx, such as theft
by you from Xxxxx or fraud committed by you upon Xxxxx.
In the event of a termination pursuant to this paragraph, Xxxxx shall pay
to you your compensation under Section 2 hereof earned to the date of
termination and shall have no further liability or obligation to you under
this Agreement.
Xxxxxx X. Xxxxxx
April 17, 2000
Page Four
13. You may terminate this Agreement upon written notice to Xxxxx at any time
following a Change of Control, which termination shall be effective on the
thirtieth day after such notice. For purposes of this Paragraph, a Change
in Control means (i) the acquisition of Xxxxx or over thirty-five (35%)
percent of THCR's common stock or equivalent limited partnership interests
by an unrelated entity, or (ii) the sale or long-term lease of all or
substantially all of the assets of Xxxxx. In the event of a termination
pursuant to this Paragraph, you will receive in a lump sum payment the full
amount of the unpaid compensation payable pursuant to Paragraph 2 hereof
through the Expiration Date and the restrictions contained in Paragraph 6
hereof shall be null and void.
14. Xxxxx shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if Xxxxx 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.
15. 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.
16. 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 Xxxxx which could not be compensated by money damages.
Accordingly, Xxxxx 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.
17. 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, I 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, superceding all previous agreements, including the
January 15, 1998 letter agreement, and may not be modified, amended,
extended or renewed without the written agreement of both parties.
Xxxxxx X. Xxxxxx
April 17, 2000
Page Five
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 HOTELS & CASINO RESORTS, INC.
XXXXX HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: Xxxxx Hotels & Casino Resorts, Inc.
General Partner
And
XXXXX ATLANTIC CITY ASSOCIATES
By: Xxxxx Atlantic City Holding, Inc.
General Partner
Agreed and Consented to:
BY: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXX XXXXXX X. XXXXXX
Chairman
May 2, 2000
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Date
