Exhibit 10.24
[XXXXX HOTELS & CASINO RESORTS, INC. LETTERHEAD]
April 17, 2000
Xxxxxxx X. XxXxxxxx
[ADDRESS]
Dear Xx. XxXxxxxx:
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 of Corporate Finance 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 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.
Xxxxxxx X. XxXxxxxx
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.
Xxxxxxx X. XxXxxxxx
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.
Xxxxxxx X. XxXxxxxx
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 and may not be modified, amended, extended or renewed without
the written agreement of both parties.
Xxxxxxx X. XxXxxxxx
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. Xxxxxx /s/ Xxxxxxx X. XxXxxxxx
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XXXXXX X. XXXXXX XXXXXXX X. XXXXXXXX
Executive Vice President
May 16, 2000
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