Employment Agreement - Trump Plaza Associates and Nicholas L. Ribis
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of September __, 1993, between
TRUMP PLAZA ASSOCIATES (the "Company"), and NICHOLAS L. RIBIS
(the "Executive").
1. Employment. The Company agrees to employ the
Executive and the Executive agrees to be employed by the Company
under the terms and conditions hereinafter set forth.
2. Term. The term of this Agreement (the "Term")
shall be for three years, commencing on the date hereof.
3. Salary. During the first year of the Term, the
Company shall pay the Executive an annual salary of $550,000,
payable in accordance with the Company's normal payroll
practices. The salary shall be increased by ten percent for each
of the second and third years of the Term.
4. Duties. The Executive shall serve as Chief
Executive Officer of the Company and hereby promises to perform
and discharge well and faithfully the duties which may be
assigned to him from time to time by the Board of Directors of
the Company, provided such duties are consistent with Executive's
position as Chief Executive Officer.
5. Signing Bonus. Upon execution of this Agreement,
the Company shall pay the Executive a one-time signing bonus of
$250,000.
6. Benefits/Expenses. During the Term, Executive
shall participate in all employee benefit plans of the Company,
subject to the eligibility, enrollment and other requirements of
such plans, and, in addition, shall continue to receive his
current automobile allowance and such other benefits as he is
presently receiving. The Executive shall be entitled to
reimbursement by the Company for reasonable expenses incurred in
connection with the performance of his duties hereunder, on the
same basis and under the same terms applicable to other Executive
officers of the Company.
7. Roll-Up; Public Offering. In the event that the
Company, or any entity which acquires substantially all of the
stock or assets of the Company, proposes to engage in an offering
of common shares to the public (a "Public Offering"), the parties
hereto shall negotiate in good faith to adopt new employment
compensation arrangements for Executive which shall include
equity participation for Executive.
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8. Termination for Cause. The Company may at any
time terminate the Executive's employment for "Cause" and shall
thereafter have no obligations to the Executive for continued
payment of salary, benefits or other amounts payable to Executive
hereunder accruing after the date of termination. For purposes
of this Agreement, Cause shall mean either (i) Executive's
conviction of a felony, or (ii) the revocation or termination of
Executive's casino key employee license issued by the New Jersey
Casino Control Commission.
9. Covenant Not to Compete. In the event that,
during the Term, either (i) the Company terminates the
Executive's employment for Cause, or (ii) the Executive
voluntarily terminates his employment (other than following any
material breach of this Agreement by the Company), the Executive
shall not, for a period of the lesser of (A) one year from such
termination, or (B) the period then remaining in the Term as of
the date of such termination, engage directly or indirectly, as
an employee, consultant or otherwise, in the management or
operation of any gambling casino located in the Atlantic City,
New Jersey market; provided, however, that this covenant shall
not be applicable in the event that a Public Offering occurs and
Executive voluntarily terminates his employment as a result of
the parties' failure to negotiate mutually satisfactory
compensation arrangements as contemplated by Section 7 hereof.
10. Board Approval. This Agreement is subject to the
approval of the governing board of the Company.
11. Law to Govern. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of New Jersey, without giving effect to the principles of
conflicts of laws thereof.
12. Entire Agreement. This instrument contains the
entire agreement of the parties with respect to the subject
matter hereof. The execution of this Agreement by the parties
shall make null and void any prior agreement or understanding
between the parties with respect to terms and conditions of
employment. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is
sought.
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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day first hereinabove written.
TRUMP PLAZA ASSOCIATES
By:
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Donald J. Trump
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Nicholas L. Ribis