EMPLOYMENT CONTRACT
-------------------
This letter will serve to confirm our understanding and agreement pursuant
to which Xxxxx Hotels and Casino Resorts Holdings, L.P. ("Xxxxx") has agreed to
employ you, and you have agreed to be employed by Xxxxx commencing July 10,
1995, and expiring July 9, 1998 or such later date pursuant to Paragraph 13
hereof ("Expiration Date"), unless terminated earlier by Xxxxx pursuant to
Paragraph 12 hereof:
1. You shall be employed by Xxxxx in the capacity of Executive Vice President
and General Counsel to perform such duties as are commonly attendant upon
such office.
2. a. During the term of this Agreement, you shall be paid an annual base
salary at the rate of Two Hundred Seventy-Five Thousand, ($275,000)
Dollars, payable periodically in accordance with Trump's regular
payroll practices.
b. Upon the execution of this Agreement, you shall receive a payment in
the amount of Forty Thousand ($40,000) Dollars.
c. At the end of each calendar year during your employment, you shall
receive a bonus in a minimum amount calculated pursuant to the bonus
or similar plan then in effect by Xxxxx Plaza Associates, a subsidiary
of Xxxxx.
3. On the first anniversary of your employment with Xxxxx and on all
subsequent anniversary dates, your annual salary will be reviewed in
accordance with Trump's regular policies therefor. Any increase of your
annual salary shall be in Trump's sole and absolute discretion.
4. You shall be afforded coverage under Trump's 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 Trump's 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.
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, 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 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 Trump'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 Trump's 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 Trump's business which
are conceived or developed by you, alone or with others, at any time
(during of after business hours) while you are employed by Xxxxx. You
acknowledge that all of those ideas will be Trump's 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 Trump's 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
-2-
materials which contain any of this information, and you will not retain
copies of those materials.
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 terms 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 J.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 of 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.
13. Commencing on July 10, 1997 and on the last day of each week thereafter
this Agreement shall automatically be extended for an additional one (1)
week period so that at all times
-3-
after such date, this Agreement shall remain in effect for an unexpired
period of twelve (12) months. Such automatic renewals shall continue until
Xxxxx provides you with thirty (30) day prior written notice of its extent
to stop such renewals and the effective date thereof. In the event of such
notice, your employment under this Agreement shall terminate on the
Expiration Date (as last extended).
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 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 HOTELS & CASINO RESORTS HOLDINGS, L.P.
-4-
By: Xxxxx Hotels & Casino Resorts, Inc.
General Partner
Agreed and Consented to:
By: /s/ /s/
-------------------------- ---------------------------
XXXXXXXX X. XXXXX XXXXXX X. XXXXXX
President and
Chief Executive Officer 7/7/95
---------------------------
DATE
-5-
