Exhibit 10.19
October 9, 2002
▇▇▇▇ ▇▇▇▇
[Address]
Dear ▇▇▇▇:
This letter will serve to confirm our understanding and agreement
pursuant to which ▇▇▇▇▇ ▇▇▇▇▇▇ Hotel Casino ("▇▇▇▇▇") has agreed to employ you,
and you have agreed to be employed by ▇▇▇▇▇ commencing as of October 9, 2002,
and expiring July 31, 2005 ("Expiration Date"), unless terminated earlier by
▇▇▇▇▇ pursuant to Paragraph 11 or 12 hereof. You may not disclose in any manner
the existence, terms or conditions of this Agreement to any third party without
the prior written consent of ▇▇▇▇▇.
1. You shall be employed by ▇▇▇▇▇ in the capacity of Chief
Operating Officer at any ▇▇▇▇▇ owned casino hotel in Atlantic 1
City, New Jersey or such other position as determined solely by
▇▇▇▇▇ to perform such duties as are commonly attendant upon such
office and such further duties as may be specified, from time to
time, by ▇▇▇▇▇.
2. Commencing October 9, 2002, you shall be paid an annual base
salary at a rate of Two Hundred Ninety Thousand ($290,000.00)
Dollars per annum, payable periodically in accordance with
▇▇▇▇▇'▇ regular payroll practices.
3. You shall be afforded coverage under ▇▇▇▇▇'▇ employee insurance
programs in such form and at such levels as ▇▇▇▇▇, in its sole
and absolute discretion, may hereafter elect to provide for
similarly situated executives.
4. a. You shall be entitled to participate in ▇▇▇▇▇'▇ benefit
programs in such form and at such levels as ▇▇▇▇▇, in
its sole and absolute discretion, may hereafter elect to
provide similarly situated executives.
b. You shall also have executive comping privileges at such
levels, if any, as ▇▇▇▇▇ in its sole and absolute
discretion, shall establish from time to time for
similarly situated executives.
5. a. In the event this Agreement is terminated by you for any
reason or by the Company for any reason set forth in
Paragraph 11, you agree that for a period of six (6)
months after termination of your employment, you will
not accept employment, either as an employee, consultant
or independent contractor, with or on behalf of any
Atlantic City casino licensee or casino license
applicant;
b. You agree that for a period of six (6) months after the
termination of your employment with ▇▇▇▇▇, whether
before or after the Expiration Date, you shall not
solicit or contact, directly or through any other
entity, any customers whom you have met, serviced,
developed or continued to develop during your tenure
with ▇▇▇▇▇;
c. You agree that for a period of six (6) months after the
termination of your employment with ▇▇▇▇▇, whether
before or after the Expiration Date, you shall not
solicit or otherwise discuss employment directly or
through any other entity with any employees of ▇▇▇▇▇, or
any of its related or affiliated companies.
d. You acknowledge and agree that the restrictive covenants
set forth in this Paragraph are reasonable as to
duration, terms and geographical area and that the
same are necessary to protect the legitimate interests
of ▇▇▇▇▇, impose no undue hardship on you and are not
injurious to the public.
6. You hereby agree that throughout the term of this Agreement you
shall devote your full time, attention and efforts to ▇▇▇▇▇'▇
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 ▇▇▇▇▇'▇
prior written consent. You will promptly communicate to ▇▇▇▇▇,
in writing when requested, all marketing strategies, technical
designs and concepts, and other ideas pertaining to ▇▇▇▇▇'▇
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 ▇▇▇▇▇. You acknowledge that all of those ideas
will be ▇▇▇▇▇'▇ exclusive property. Accordingly, both during and
after termination of your employment, you agree to sign any
documents which ▇▇▇▇▇ deems necessary to confirm its ownership
of those ideas, and you agree to otherwise cooperate with ▇▇▇▇▇
in order to allow ▇▇▇▇▇ to take full advantage of those ideas.
7. You acknowledge that you have access to information which is
proprietary
2
and confidential to ▇▇▇▇▇. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇'▇ premises. Upon termination of your
employment, you will immediately return to ▇▇▇▇▇ 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.
8. You represent to ▇▇▇▇▇ 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.
9. You hereby agree to comply with all of the rules, regulations,
policies and/or procedures adopted by ▇▇▇▇▇ during the term of
this Agreement, as well as all applicable state, federal and
local laws, regulations and ordinances.
10. You hereby represent that you presently hold, or, prior to
commencement of your employment with ▇▇▇▇▇, shall apply for,
obtain and 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.
11. You hereby understand and acknowledge that ▇▇▇▇▇ may terminate
this Agreement in the event your Casino Control Commission
license is terminated and/or suspended or revoked by the
Commission or if you shall commit an act constituting "Cause",
which is defined to mean any of the following: a breach by you
of any of the provisions of this Agreement or any employee
conduct rules; an act of dishonesty; the deliberate and
intentional refusal by you to perform your duties hereunder or
your failure, as determined solely by ▇▇▇▇▇, to properly perform
and execute your duties hereunder; your failure to meet goals
established by ▇▇▇▇▇; any act which in ▇▇▇▇▇'▇ sole opinion
would adversely reflect upon ▇▇▇▇▇ or would impair your ability
to effectively perform your duties hereunder; alcohol or drug
addiction; your disability, which is defined to be any condition
prohibiting you from performing your duties hereunder to a
period in excess of ninety (90)
3
days, or your death. In the event of a termination pursuant to
this Paragraph, ▇▇▇▇▇ shall pay to you your salary earned to the
date of termination and shall have no further liability or
obligation to you under this Agreement.
12. You hereby also understand and acknowledge that, notwithstanding
any other provision hereof, ▇▇▇▇▇ may terminate this Agreement
for no cause in its sole discretion immediately upon notice to
you. In such event, ▇▇▇▇▇ shall pay and you shall accept in
satisfaction of all obligations and liabilities hereunder, an
amount equal to the lesser of six (6) months or the number of
months then remaining in this Agreement at your then current
salary. You shall, in such event, execute any and all release
documents requested by ▇▇▇▇▇ as a condition precedent to
obtaining any amounts under this Paragraph 12.
13. Unless extended in a writing signed by you and ▇▇▇▇▇, this
Agreement shall terminate on the Expiration Date and your
employment thereafter shall continue, if at all, on an "at-will"
basis. This means that you and ▇▇▇▇▇ will no longer have a
contractual relationship and that either you or ▇▇▇▇▇ will have
the right to terminate your employment with or without cause and
with or without notice. After your employment with ▇▇▇▇▇ is
terminated, whether pursuant to a contract or otherwise, you
understand and acknowledge that your obligations set forth in
Paragraphs 5, 6 and 7 of this Agreement shall survive and remain
in full force and effect.
14. ▇▇▇▇▇ shall indemnify, defend and hold you harmless, including
the payment of reasonable attorney fees, if ▇▇▇▇▇ 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 which assert as a basis, any acts,
omissions or other circumstances involving the performance of
your employment duties hereunder unless such claims are based
upon your gross negligence or any willful and/or wanton act.
This Paragraph shall not apply in any actions in which your
interests are adverse to that of ▇▇▇▇▇.
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.
4
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 5, 6 and 7 of this Agreement and that a
breach may cause irreparable injury to ▇▇▇▇▇ which could not be
compensated by money damages. Accordingly, ▇▇▇▇▇ 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. If any provision hereof is unenforceable, illegal or invalid for
any reason whatsoever, such fact shall not affect the remaining
provisions hereof. If any of the provisions hereof which impose
restrictions on you are, with respect to such restrictions,
determined by a final judgment of any court of competent
jurisdiction to be unenforceable or invalid because of the
geographic scope or time duration of such restrictions, such
provisions shall be deemed retroactively modified to provide for
the maximum geographic scope and time duration which would make
such provisions enforceable and valid. However, no such
retroactive modification shall affect any of Employer's rights
hereunder arising out of the breach of any such restrictive
provisions, including without limitation, ▇▇▇▇▇'▇ rights to
terminate this Agreement.
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, 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,
superceding any and all previous agreements, and may not be
modified, amended, extended or renewed without the written
agreement of both parties.
5
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,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
Agreed to this 1st day of November 2002.
/s/ ▇▇▇▇ ▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇