July 24, 1995
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This letter will serve to confirm our understanding and agreement pursuant to
which ▇▇▇▇▇'▇ 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 Vice President of Slot
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 31, 1995, and continue for
a period of three (3) years thereafter, expiring on July 30, 1998.
3. a. During the first year of this Agreement, you shall be paid an annual
base salary at the rate of One Hundred Fifty Thousand ($150,000) Dollars
payable periodically in accordance with TCA's regular payroll practices.
During the second and third years of this Agreement, you shall be paid an
annual base salary at the rate of One Hundred Sixty ($160,000) 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 Ten Thousand ($10,000) 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 three (3) 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 executives.
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 Thirty Thousand ($30,000)
Dollars in 1995 (payable in December 1995) and Forty Thousand ($40,000)
Dollars per year in 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 full 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, 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 of 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 prior to your employment by TCA. Nothing in this paragraph is
intended to prevent you from 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
continued 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 Casino Control
Commission license required in connection with your employment hereunder
and will take appropriate steps to renew said license in a timely manner.
13. TCA may at any time, at its election, terminate this Agreement and your
employment under this Agreement prior to the end of its term because of (a)
dishonesty by you; (b) negligence or willful malfeasance by you in the
performance of your duties under this Agreement; (c) breach by you of any
of the terms of this Agreement; (d) failure to observe any written policies
and procedures established from time to time by TCA; (e) failure to obtain
or maintain any licenses, permits or any such other documents required by
any governmental authority having jurisdiction over TCA or deemed necessary
or beneficial by TCA or failure to comply with any applicable law, rule,
regulation or requirements of any such authority; (f) physical or mental
disability which prevents you from performing your duties under this
Agreement for a consecutive period of at least sixty (60) days or for at
least ninety (90) days in a period of one hundred eighty (180) days; or (g)
willful and continued (after notice) failure to substantially perform your
assigned duties. This Agreement will terminate automatically, with no
further action on the part of TCA, in the event of your death.
14. TCA shall indemnify, defend and hold your 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 Sections 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.
If the foregoing correctly sets forth our understanding, kindly sign and return
to me the duplicated copy of this letter enclosed herewith.
Very truly yours,
TRUMP'S CASTLE ASSOCIATES
Agreed & Consented to:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
President/Chief
Operating Officer
February 22, 1996
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: July 24, 1995 Employment Agreement
Dear ▇▇. ▇▇▇▇▇▇:
This will confirm our agreement to amend the July 24, 1995 Employment Agreement
between you and ▇▇▇▇▇'▇ Castle Associates ("Agreement") as follows:
1. For the calendar year 1996, in addition to the bonus specified in
Paragraph 5.b. of the Agreement, you shall be entitled to an additional
bonus amount to be awarded based on the following schedule:
▇▇▇▇▇'▇ Castle's 1996 Additional
Gross Operating Profit Bonus Amount
----------------------- ------------
$60,000,000-$60,999,999 $25,000
$61,000,000-$61,999,999 $35,000
$62,000,000-$62,999,999 $45,000
$63,000,000 or higher $55,000
"Gross Operating Profit" shall mean the aggregate revenues of ▇▇▇▇▇'▇
Castle less operating expenses of a nature contained in the 1996
Operating Budget previously approved by the Trump's Castle Associates
Board of Partner Representatives. Gross Operating Profit shall be
calculated by ▇▇▇▇▇'▇ Castle's Chief Financial Officer and verified by
the annual audit conducted by ▇▇▇▇▇'▇ Castle's independent outside
auditors. The payment of the additional bonus amount set forth herein
shall take place upon completion of the independent annual audit, in or
about February or March 1997.
2. This Amendment shall be subject to the approval of the New Jersey Casino
control Commission, pursuant to N.J.S.A. 5:12-104A(3).
3. All other terms of the Agreement shall remain in full force and effect.
If the foregoing is acceptable to you, kindly sign and return to me the enclosed
duplicate copy of this letter.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President/Chief Operating Officer
I hereby accept and agree to the foregoing amendment.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
March 17, 1998
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: JULY 24, 1995 EMPLOYMENT AGREEMENT ("AGREEMENT")
SECOND AMENDMENT
Dear ▇▇▇▇▇:
This letter will confirm our agreement to amend the Agreement by
extending the term set forth in paragraph 2 for an additional twenty-nine (29)
month period terminating on December 31, 2000. As consideration for this
extension, your annual base salary as stated in paragraph 3 a. of the Agreement
shall be increased as follows: (1) on August 1, 1998, your base salary shall be
increased to Two Hundred Thirty-five Thousand ($235,000) Dollars; (2) on January
1, 1999, your base salary shall be increased to Two Hundred Forty-five Thousand
($245,000) Dollars; and (3) on January 1, 2000, your base salary shall be
increased to Two Hundred Sixty Thousand ($260,000) Dollars. There will no longer
be car allowances issued to TCA executives. However, your annual base salary has
been increased to reflect said allowance. You will be entitled to participate in
any management profit sharing or bonus plan as outlined in paragraph 5 a. of
your original Employment Agreement and not as agreed upon in paragraph 1 of the
letter Amendment dated February 22, 1996.
In addition to Paragraph 13 of your Employment Agreement you may
terminate the Agreement upon written notice to ▇▇▇▇▇ 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 ▇▇▇▇▇ or over thirty-five (35%) percent of THCR's common
stock or equivalent limited partnership interests by an unrelated entity, (ii)
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is no longer employed as the President and Chief Executive
Officer of THCR, (iii) ▇▇▇▇ ▇. ▇▇▇▇▇ is no longer employed as the President and
Chief Operating Officer of ▇▇▇▇▇'▇ Castle Associates d/b/a ▇▇▇▇▇ ▇▇▇▇▇▇ Hotel
Casino or (iv) the sale or long-term lease of all or substantially all of the
assets of ▇▇▇▇▇.
All other terms of your employment shall remain as stated in the
Agreement.
If the foregoing is acceptable to you, kindly sign and return to me the
enclosed duplicate copy of this letter.
Very truly yours,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President/Chief Operating Officer
I hereby accept and agree to the foregoing.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇