[XXXXX HOTELS & CASINO RESORTS LETTERHEAD]
March 6, 1998
Xxxx Xxxxx
Dear Xx. Xxxxx:
This letter will serve to confirm our understanding and agreement pursuant
to which Xxxxx'x Castle Associates t/a Xxxxx Xxxxxx Hotel Casino ("Xxxxx") has
agreed to employ you, and you have agreed to be employed by Xxxxx commencing as
of the date hereof, and expiring December 31, 2000 or such later date pursuant
to Paragraph 13 hereof ("Expiration Date"), unless terminated earlier pursuant
to Paragraph 12 or 14 hereof.
1. You shall be employed by Xxxxx in the capacity of President and Chief
Operating Officer to perform such duties as are commonly attendant upon
such offices and shall report directly to Xxxxx'x Chief Executive Officer.
2. a. During the term of this Agreement, you shall be paid an annual base
salary at the rate of not less than Four Hundred Fifty Thousand
($450,000) Dollars for the calendar year 1998, payable periodically in
accordance with Xxxxx'x regular payroll practices. Said annual base
salary shall increase to Four Hundred Seventy-Five Thousand ($475,000)
Dollars commencing January 1, 1999 and to Five Hundred Thousand
($500,000) Dollars commencing January 1, 2000. In addition to the base
salary, you shall be entitled to any bonus or stock options provided
by Xxxxx at its discretion.
b. You shall, in addition to monetary compensation, receive a car
allowance of One Thousand ($1,000) Dollars per month.
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 Xxxxx'x regular policies therefor. Any increase of your
annual salary shall be in Xxxxx'x sole and absolute discretion.
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.
Xxxx Xxxxx
March 6, 1998
Page 2
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.
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 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, any 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.
Xxxx Xxxxx
March 6, 1998
Page 3
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, provided that the application of said rules, regulations,
policies and/or procedures adopted by Xxxxx is done so in good faith.
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 material breach by you of your employment obligations to Xxxxx,
such as theft by you from Xxxxx or fraud committed by you upon Xxxxx,
provided such breach is based upon objectively verifiable evidence,
and that any termination pursuant to this clause shall be done so in
good faith.
In the event of a termination pursuant to this paragraph, Xxxxx shall pay to you
your compensation under Paragraph 2 hereof earned to the date of termination and
shall have no further liability or obligation to you under this Agreement,
provided however, that in the event the termination is pursuant to (iii) or (iv)
above, you shall be entitled to receive a severance payment in an amount equal
to six (6) months' compensation based upon your then current salary. This
payment shall be a lump sum payment and shall be paid immediately upon such
termination pursuant to (iii) or (iv) above.
Xxxx Xxxxx
March 6, 1998
Page 4
13. Xxxxx agrees to begin negotiations for an extension or renewal of the then
current Agreement at least 180 days before the expiration of the then
current term of said Agreement. You agree to notify Xxxxx within ninety
(90) days of the provision of said Agreement as to whether the proposed
terms are acceptable or whether you are requesting amendments or further
modifications. In the event you are not notified of an intent to renew or
extend said Agreement within said 180 day period, you shall be free to
contact other potential employers and to discuss possible employment to
begin at the expiration of the existing contract with Xxxxx.
14. a. 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, (ii) Xxxxxxxx X.
Xxxxx is no longer employed as the President and Chief Executive
Officer of THCR or (iii) 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 as last extended and
the restrictions contained in Paragraph 6 hereof shall be null and
void.
b. In the event you are transferred to a position located outside of
Atlantic City, New Jersey you shall have the right to terminate this
Agreement as of the effective date of said action. In the event of
said action on your part, you shall be entitled to a severance payment
in an amount equal to three (3) months' compensation based upon your
then current salary. In the event you do not exercise this right with
seven (7) days of the occurrence of said transfer, this Agreement
shall remain in full force and effect.
15. 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.
16. 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.
Xxxx Xxxxx
March 6, 1998
Page 5
17. 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.
18. 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,
TRUMP'S CASTLE ASSOCIATES
BY: Trump's Castle Hotel & Casino, Inc.
General Partner
Agreed and Consented to:
BY: /s/ XXXXXXXX X. XXXXX /s/ XXXX XXXXX
---------------------------- --------------------------------
XXXXXXXX X. XXXXX XXXX XXXXX
President and
Chief Executive Officer 3/12/98
--------------------------------
DATE
