Sample Business Contracts

Non-Competition Agreement - Park Place Entertainment Corp. and Thomas J. Brosig

Sponsored Links

                                                                 EXECUTION COPY

                            NON-COMPETITION AGREEMENT

                  THIS NON-COMPETITION AGREEMENT (this "Agreement") is made and
entered into as of December 31, 1998, by and between Thomas J. Brosig (the
"Executive") and Park Place Entertainment Corporation (f/n/a Gaming Co., Inc.),
a Delaware corporation ("Park Place").


                  WHEREAS, Gaming Co., Inc. (n/k/a Park Place Entertainment
Corporation), a Delaware corporation, Hilton Hotels Corporation, a Delaware
corporation ("Hilton"), Grand Casinos, Inc., a Minnesota corporation
("Company"), Gaming Acquisition Corporation, a Minnesota corporation and a
wholly-owned subsidiary of Park Place ("Merger Sub") and GCI Lakes, Inc. (n/k/a
Lakes Gaming, Inc.), a Minnesota corporation and a wholly-owned subsidiary of
Company ("Lakes") entered into an Agreement and Plan of Merger, dated as of June
30, 1998 (as the same may be amended or modified from time to time in accordance
with the terms thereof, the "Merger Agreement"), pursuant to which, upon the
terms and subject to the conditions thereof, Merger Sub will merge with and into
Company, with Company as the surviving corporation (the "Merger");

                  WHEREAS, the parties hereto recognize that the Executive may
have certain expertise in the business conducted by Park Place, the skills to
compete in the gaming industry, and the economic resources to compete in such
industry. Therefore, the parties hereto agree a non-competition agreement is
necessary, prudent, and has been bargained for in respect to the Merger.

                  WHEREAS, as a condition and inducement to each of Hilton's and
Park Place's willingness to consummate the transactions contemplated by the
Merger Agreement, Hilton and Park Place have requested that the Executive enter
into a non-compete agreement, upon the terms and subject to the conditions


                  NOW, THEREFORE, in consideration of the premises and mutual
covenants, undertakings and obligations set forth herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Covenant. Except for matters expressly provided for in or
contemplated by this Agreement, the Executive hereby agrees that he will not,
without the prior written consent of Park Place, directly or indirectly engage
in any of the following actions on or before the date that is two years after
the Closing Date (as defined in the Merger Agreement):

               (a)  own any interest in, manage, operate, join, control, lend
                    money or render other financial assistance to, participate
                    or be connected with, as an officer, employee, partner,
                    stockholder, consultant or otherwise, any entity whose
                    products or services are offered in the State of Mississippi
                    and could be considered part of the gaming industry;
                    provided, however, that

<PAGE>   2

                    nothing in this Section 1 shall preclude the Executive from
                    holding less than five percent (5%) of the outstanding
                    capital stock of any corporation whose products or services
                    are offered in such states and could be considered part of
                    such industry and which is required to file periodic reports
                    with the U.S. Securities and Exchange Commission under
                    Section 13 or 15(d) of the Securities Exchange Act of 1934,
                    as amended, the securities of which corporation are listed
                    on any securities exchange, quoted on the National
                    Association of Securities Dealers Automated Quotation System
                    or traded in the over-the-counter market; or

               (b)  solicit for employment, endeavor to entice away from Park
                    Place or any of its subsidiaries or affiliates or otherwise
                    interfere with the relationship of Park Place or any of its
                    subsidiaries or affiliates with any person who is employed
                    by, or otherwise engaged to, perform services for Park Place
                    or any of its subsidiaries or affiliates, whether for the
                    Executive's own account or for the account of any other
                    individual, partnership, firm, corporation or other business

          Section 2. Enforcement. If the scope of the Executive's agreement
     under Section 1 hereof is determined by any court of competent jurisdiction
     to be too broad to permit the enforcement of all of the provisions of such
     section to their fullest extent, then the provisions of Section 1 hereof
     shall be construed (and each of the parties hereto hereby confirm that its
     intent is that such provisions be so construed) to be enforceable to the
     fullest extent permitted by applicable law. To the maximum extent permitted
     by applicable law, the Executive hereby consents to the judicial
     modification of the provisions of Section 1 hereof in any proceeding
     brought to enforce such provisions in such a manner that renders such
     provisions enforceable to the maximum extent permitted by applicable law.

          Section 3. Relationship of Parties. Nothing in this Agreement shall be
     deemed or construed by the parties hereto or any third party as creating
     the relationship of principal and agent, partnership or joint venture
     between the parties hereto, it being understood and agreed that no
     provision contained herein, and no act of the parties hereto, shall be
     deemed to create any relationship between such parties other than the
     relationship set forth herein.

          Section 4. Assignment. Neither this Agreement nor any of the rights,
     interests or obligations hereunder shall be assigned by any of the parties
     hereto (whether by operation of law or otherwise) without the prior written
     consent of the other party hereto and any purported transfer without such
     consent shall be void.

          Section 5. Headings. The section and paragraph headings and table of
     contents contained herein are for reference purposes only and shall not in
     any way affect the meaning or interpretation of this Agreement.

          Section 6. Severability. The invalidity or unenforceability of any
     particular provision of this Agreement shall not affect the validity of the
     other provisions hereof, which shall continue in full force and effect.

<PAGE>   3

          Section 7. Parties in Interest; No Third Party Beneficiary Rights.
     This Agreement shall inure to the benefit of and be binding upon the
     parties hereto and their respective successors and permitted assigns.
     Except as specifically provided herein, this Agreement is for the sole and
     exclusive benefit of the parties hereto and nothing herein is intended to
     give or shall be construed to give to any person or entity other than the
     parties hereto any rights or remedies hereunder.

          Section 8. Notices. Unless otherwise provided herein, any notice,
     request, instruction or other document to be given hereunder by any party
     (or other person referred to herein) shall be in writing and shall be
     deemed to be given and effective (a) upon delivery if delivered in person
     or by courier, (b) when sent by electronic transmission (telegraph, telex,
     telecopy or facsimile transmission), receipt confirmed, (c) five days after
     being sent by airmail, postage prepaid or (d) when receipt is acknowledged
     if mailed by certified mail, postage prepaid, return receipt requested. The
     notice shall be delivered to the addresses of each party hereto as follows,
     or to such other persons or addresses as may be designated in writing by
     the party to receive such notice:

          (i)  if to Park Place:

                    Park Place Entertainment Corporation
                    3930 Howard Hughes Parkway, 4th Floor
                    Las Vegas, Nevada 89109
                    Attn: General Counsel
                    Fax: (702) 699-5179

               with a copy to:

                    Sills Cummis Zuckerman
                    Radin Tischman Epstein & Gross
                    One Riverfront Plaza
                    Newark, New Jersey  07102
                    Attn:  Michael Tischman, Esq.
                    Fax:  (973) 643-6500

          (ii) if to the Executive:

                    Grand Casinos, Inc.
                    11975 Seaway Road
                    Gulfport, Mississippi 39503
                    Attn:  Thomas J. Brosig
                    Fax:  (228) 604-5050

<PAGE>   4

               with a copy to:

                    Maslon Edelman Borman & Brand, LLP
                    3300 Norwest Center
                    90 South Seventh Street
                    Minneapolis, Minnesota 55402
                    Attn:  Neil I. Sell, Esq.
                    Fax:  (612) 672-8397

          Section 9. Further Assurances. Each of the parties hereto promptly
     shall execute such documents and other instruments and take such further
     actions as may be reasonably required or desirable to carry out the
     provisions hereof and to consummate the transactions contemplated hereby.

          Section 10. Waiver of Conditions. No waiver of any of the provisions
     of this Agreement shall be deemed or shall constitute a waiver of any other
     provision hereof (whether or not similar), nor shall such waiver constitute
     a continuing waiver unless otherwise expressly provided.

          Section 11. Governing Law. This Agreement shall be deemed to be made
     in and in all respects shall be interpreted, construed and governed by and
     in accordance with the laws of the State of New York, without giving effect
     to principles of conflicts of laws thereof.

          Section 12. Entire Agreement. This Agreement constitutes the entire
     understanding between the parties hereto, and supersede all prior written
     or oral communications, relating to the subject matter covered by said
     agreements. No amendment, modification, extension or failure to enforce any
     condition of this Agreement by either party shall be deemed a waiver of any
     of its rights herein.

          Section 13. Survival. Obligations described in this Agreement shall
     remain in full force and effect and shall survive the Closing Date.

          Section 14. Dispute Resolution. Any dispute arising under this
     Agreement shall be resolved by binding arbitration in the manner
     contemplated by Section 9.14 of the Hilton Distribution Agreement (as
     defined in the Merger Agreement), including Section 9.14(c) thereof
     regarding the parties' ability to seek specific performance or injunctive
     relief thereof, and including the attorneys' fees provisions referred to

          Section 15. Specific Performance. The parties hereto agree that the
     remedy at law for any breach of this Agreement will be inadequate and that
     any party by whom this Agreement is enforceable shall be entitled to
     specific performance in addition to any other appropriate relief or remedy.
     Such party may, in its sole discretion, apply to a court of competent
     jurisdiction for specific performance or injunctive or such other relief as
     such court may deem just and proper in order to enforce this Agreement or
     prevent any violation hereof and, to the extent permitted by applicable
     laws, each party waives any objection to the imposition of such relief.


<PAGE>   5

          Section 16. Default. In the event of a material default by either
     party hereunder, the non-defaulting party shall be entitled to all remedies
     provided by law or equity (including reasonable attorneys' fees and costs
     of suit incurred).

          Section 17. Counterparts. This Agreement and any amendments hereto may
     be executed in two or more counterparts, all of which shall be considered
     one and the same agreement and shall become effective when two or more
     counterparts have been signed by each of the parties and delivered to the
     other party, it being understood that all parties need not sign the same

                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>   6


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                        THOMAS J. BROSIG,
                                        an Individual

                                        By: THOMAS J. BROSIG

                                        PARK PLACE ENTERTAINMENT CORPORATION,
                                        a Delaware corporation

                                        By: Scott A. LaPorta
                                           Name:   Scott A. LaPorta
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer


<PAGE>   7

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                        THOMAS J. BROSIG,
                                        an Individual


                                        PARK PLACE ENTERTAINMENT CORPORATION,
                                        a Delaware corporation

                                        By: Scott A. LaPorta 
                                           Name:  Scott A. LaPorta 
                                           Title: Executive Vice President and
                                                  Chief Financial Officer