June 30, 1995
Mr. Xxxx Xxxxx
Dear Xx. Xxxxx:
This letter will serve to confirm our understanding and
agreement pursuant to which Xxxxx'x Castle Associates ("TCA")
has agreed to employ you, and you have agreed to be employed
by TCA for the Term defined and set forth in Paragraph 2,
unless terminated earlier by TCA pursuant to Paragraph 13
hereof:
1. You shall be employed by TCA in the capacity of
Executive Vice President of Operations or in such other
position as determined solely by TCA to perform such
duties as are commonly attendant upon such office.
2. Your employment with TCA shall commence on July 10,
1995, and continue for a period of three (3) years
thereafter, expiring on July 9, 1998.
3. a. During the term of this Agreement, you shall be
paid an annual base salary at the rate of Three Hundred
Fifty Thousand ($350,000) Dollars payable periodically
in accordance with TCA's regular payroll practices.
b. Upon the commencement of your employment with TCA,
you shall receive a bonus in the amount of Seventy-Five
Thousand ($75,000) Dollars.
c. TCA shall reimburse you for the cost of health
insurance coverage under COBRA during your first ninety
(90) days of employment.
d. You shall be entitled to two (2) weeks vacation on
the first anniversary of your employment. Thereafter,
you will earn vacation in accordance with TCA's regular
policies therefor.
4. You shall be afforded coverage under TCA's employee
insurance programs in such form and at such levels as
TCA, in its sole and absolute discretion, may hereafter
elect to provide for similarly situated executive.
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June 30, 1995
5. a. You shall be entitled to participate in TCA's
executive benefit programs in such form and at such
levels as TCA, in its sole and absolute discretion, may
hereafter elect to provide similarly situated
executives.
b. You shall be entitled to participate in any
management profit sharing or bonus plan established by
TCA for similarly situated executives, but in no event
shall you receive a bonus of less than Seventy-Five
Thousand ($75,000) per year in 1995, 1996 and 1997.
c. You shall, in addition to monetary compensation,
receive a car allowance of Seven Hundred Fifty ($750)
Dollars per month.
6. You agree that until the Expiration Date and/or so long
as TCA continues to pay your salary as provided herein,
you shall not accept employment, either as an employee,
consultant or independent contractor, for or on behalf
of 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 TCA, 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 fill time, attention and
efforts to TCA'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 TCA's prior written
consent. You will promptly communicate to TCA, in
writing when requested, all marketing strategies,
technical designs and concepts, and other ideas
pertaining to TCA'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 TCA. You acknowledge that all of those ideas will be
TCA's exclusive property. You agree to sign any
documents which TCA deems necessary to confirm its
ownership of those ideas, and you agree to otherwise
cooperate with TCA in order to allow TCA to take full
advantage of those ideas.
8. You acknowledge that you have access to information
which is proprietary and confidential to TCA. This
information includes, but is not limited to, (1) the
identity of customers and prospects, (2) names,
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June 30, 1995
addresses and telephone 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 TCA to protect its business and its
competitive position in the marketplace. Accordingly,
both during and after termination your employment, you
agree that you will not disclose any of this information
for any purpose or remove materials containing this
information from TCA's premises. Upon termination of
your employment, you will immediately return to TCA 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.
Notwithstanding the foregoing, you may maintain and use
information and data as described herein of which you
are aware of prior to your employment by TCA. Nothing
in this paragraph is intended to prevent you form
utilizing information which was not developed by TCA
during the course of your employment at TCA.
9. You also agree that for a period of forty-five (45) days
after termination of your employment, you will not
solicit or contact, directly or through any other
Atlantic City casino, any customers whom you have
developed or continue to develop during your tenure with
TCA.
10. You represent to TCA 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.
11. You hereby agree to comply with all of the rules,
regulations, policies and/or procedures adopted by TCA
during the term of this Agreement, as well as all
applicable state, federal and local laws, regulations
and ordinances.
12. You hereby represent that you presently hold the New
Jersey Control Commission license required in connection
with your employment hereunder and will take appropriate
steps to renew said license in a timely manner.
13. You hereby understand and acknowledge that TCA 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
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June 30, 1995
commit an act constituting "Cause". which is defined to
mean the following: a material breach of any employee
conduct rules which interferes in a material way with
your ability to perform your duties; the deliberate and
intentional refusal by you to perform the duties
commonly attendant upon the position of Executive Vice
President of Operations; alcohol or drug addiction; your
disability, which is defined to be any condition
prohibiting you from performing your duties hereunder
for a period in excess of ninety (90) days; or your
death. In the event of a termination pursuant to this
paragraph, TCA 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.
14. TCA shall indemnify, defend and hold you harmless,
including the payment of reasonable attorney fees, if
TCA 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 Section 6, 7, 8 and 9 of this
Agreement and that a breach may cause irreparable injury
to TCA which could not be compensated by money damages.
Accordingly, TCA will be entitled to enforce this
Agreement 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, 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.
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June 30, 1995
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,
TRUMP'S CASTLE ASSOCIATES
Agreed & Consented to:
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxx
_______________________ _______________________
Xxxxx X. Xxxxxx Xxxx X. Xxxxx
President/Chief Operating Officer
7-10-95
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Date
