Exhibit 10.1
XXXXX
ENTERTAINMENT RESORTS, INC.
0000 XXXXXXXXX
XXXXXXXX XXXX, XX 00000
PH: 000-000-0000
FX: 000-000-0000
September 12, 2005
Xxxxx Xxxxx
Dear Xxxxx:
This letter agreement (the "Agreement") will confirm your employment
with Xxxxx Plaza Associates, LLC ("Xxxxx") a subsidiary of Xxxxx Entertainment
Resorts Holdings, L.P. ("TERH).
Your starting date of employment will be October 10, 2005.
Position: General Manager, Xxxxx Plaza Associates, LLC
(or such other position as TERH may reasonably request of
equivalent status and compensation and which you are
qualified for by training and experience)
Base Salary: Annual Salary of $425,000 at start date, $450,000 at first
anniversary of employment (After second year of employment
reviewed annually and adjusted in accordance with current
Xxxxx policy)
Bonus: $325,000 payable within fifteen (15) days of commencement
of employment. Such sum to be reimbursed pro rata should
you terminate your employment on your own initiative
within twelve months of the commencement thereof.
Annual Bonus: 50% - 100% of base salary based upon achievement of
financial parameters and approval of the Compensation
Committee of TERH.
Long Term Incentive: Initial grant of 15,000 restricted shares, with all
restrictions lapsing in one third increments on September
30, 2006, 2007, and 2008. Will become eligible following
approval by the Compensation Committee for grants of
equity compensation awards or options under any long term
incentive program adopted by TERH. In the event of a
Change of Control, all vesting restrictions will lapse.
COBRA Reimbursement: Up to six (6) months until eligible under the Company
Plan.
Benefits: Benefits and perquisites which Xxxxx provides to its
employees generally as determined by Xxxxx at the level of
other similarly situated executives.
Vacation: Four (4) weeks upon commencement of employment and four
(4) weeks each year thereafter until the established
vacation policy vesting schedule is attained.
Severance: Upon termination of your employment without Cause you will
be entitled to receive a payment equal to twelve (12)
months of your then current salary. You will also be
reimbursed for your COBRA costs for an equivalent period.
You shall, in such event, execute any and all release
documents customarily used for executive terminations
requested by Xxxxx as a condition precedent to obtaining
such sum. As used herein, the term "Cause" shall refer to
the following:
(i) theft, fraud, dishonesty, gross negligence or
willful malfeasance by you in connection with
the performance of his duties hereunder;
(ii) a material breach or material failure to
fulfill and perform your duties hereunder,
which breach or failure is not cured to the
reasonable satisfaction of Xxxxx within ten
(10) days after written demand from Xxxxx (if
such breach is at all curable during such time
in the reasonable determination of Xxxxx;
failing such determination, "Cause" shall have
occurred upon the occurrence of such breach or
failure;
(iii) conviction of a felony or a crime involving
moral turpitude;
(iv) habitual neglect of duties or misconduct in the
performance of your duties and responsibilities
hereunder following an initial notice of
warning from Xxxxx with respect thereto;
(v) in the event your Casino Control Commission
license is terminated and/or suspended or
revoked by the Commission; or
(vi) a repeated or ongoing failure to comply with
reasonable and lawful directions and
instructions of management of Xxxxx in
connection with the performance of your duties
and responsibilities hereunder following an
initial notice of warning from Xxxxx with
respect thereto.
Upon termination for Cause, all of your rights under this
Agreement shall immediately terminate and Xxxxx shall have
no further obligations. A termination of your employment
with Xxxxx upon your voluntary resignation or voluntary
retirement shall be treated as a termination for Cause
hereunder. Upon a termination for Cause, you shall receive
in full satisfaction of all amounts due to you an amount
equal to the remainder of Base Compensation through date
of termination.
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Change of Control: You may terminate your employment on your own initiative
within thirty days of a Change of Control and in such
event you shall be entitled to the severance set forth
above as if termination occurred without cause. Change of
Control shall hereby mean the sale of or transfer of
control over (whether by merger or otherwise) more than
50% of the undiluted common stock of the Company to or by
any person or entity or affiliates of such person or
entity or the sale of substantially all of the assets of
the Company to a person or entity or affiliates of such
person or entity not currently owing more than 50% of the
undiluted common stock.
Non-compete: a. You agree that if you terminate your employment
on your own initiative or if it is terminated
for Cause within the first year of employment,
you will not accept employment, either as an
employee, consultant or independent contractor,
with or on behalf of any casino licensee or
casino license applicant in any market where we
operate or within 200 miles thereof for the
remaining months of the first year of
employment.
b. You agree that for a period of twelve (12)
months after the termination of your employment
with Xxxxx you shall not solicit or contact,
directly or through any other company, any
customers whom you have met, serviced,
developed or continued to develop during your
tenure with Xxxxx;
c. You agree that for a period of twelve (12)
months after the termination of your employment
with Xxxxx you shall not solicit or otherwise
discuss employment, directly or through any
other company, any employees of Xxxxx, or any
of its related or affiliated companies.
d. You acknowledge and agree that the restrictive
covenants set forth herein are reasonable as to
duration, terms and geographical area and that
the same are necessary to protect the
legitimate interests of Xxxxx, impose no undue
hardship on you and are not injurious to the
public.
You acknowledge that upon your breach of this Agreement,
Xxxxx would sustain irreparable harm from such breach,
and, therefore, you agree that in addition to any other
remedies which Xxxxx may have under this Agreement or
otherwise, Trump's obligations to provide severance
benefits to you shall immediately terminate, you shall
have no claim to receive such benefits from Xxxxx, the
release document referred to above shall remain in all
respects valid and binding, and Xxxxx shall be entitled to
obtain equitable relief, including specific performance
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and injunctions, restraining you from committing or
continuing any such violation of this section.
Indemnification: Xxxxx shall cover you under directors and officers
liability insurance both during, and while potential
liability exists, after your employment with Xxxxx in
commercially reasonable amounts. Xxxxx shall during and
after your employment indemnify and hold you harmless to
the fullest extent permitted by applicable law with regard
to your actions or inactions in the performance of your
duties as an officer, director and/or employee of Xxxxx
and its affiliates or as a fiduciary of any benefit plan
of Xxxxx and its affiliates.
Representation: You acknowledge that your entering into this Agreement
does not violate any other agreement to which you or
anyone on your behalf is a party.
Entire Agreement: This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and
supersedes and voids any and all prior agreements or
understandings, written or oral, regarding the subject
matter hereof.
GOVERNING LAW: This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.
Your employment is contingent upon the following:
o obtaining or possessing a New Jersey Key license or such
equivalent license or qualification required by New Jersey
law,
o satisfactorily completion of a background and reference check,
o your signing this Agreement, the TERH Code of Business Conduct
and the TERH Employee Handbook,
o compliance with all employment policies including the
successful completion of a drug test,
o your submission of appropriate documentation of employment
eligibility in the United States.
Very truly yours,
/s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
Executive Vice President
Human Resources
TERH
LIP/ams
I agree and accept the terms of this Agreement.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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