Employment Agreement - Trump Plaza Associates and James A. Rigot
November 17, 1994
Mr. James A. Rigot
1106 Del Mar Court
Absecon, NJ 08201
Dear Mr. Rigot:
This letter will serve to confirm our understanding and agreement pursuant to
which Trump Plaza Associates ("TPA") has agreed to employ you, and you have
agreed to be employed by TPA for the Term defined and set forth in Paragraph 2,
unless terminated earlier by TPA pursuant to Paragraphs 13 or 14 hereof:
1. You shall be employed by TPA in the capacity of Executive Vice President
of Casino Operations to perform such duties as are commonly attendant
upon such office.
2. Your employment with TPA, subject to your successful completion of a pre-
employment drug test, shall commence on November 30, 1994 and continue
for a period of three (3) years thereafter.
3. a. During the term of this Agreement, you shall be paid an annual base
salary at the rate of Two Hundred Fifty Thousand ($250,000) Dollars,
payable periodically in accordance with TPA's regular payroll practices.
b. Upon the commencement of your employment with TPA, you shall receive
a bonus in the amount of One Hundred Thousand ($100,000) Dollars.
c. Upon the commencement of your employment, you shall be entitled to
three (3) weeks vacation. Thereafter, you will earn vacation in
accordance with TPA's regular policies therefor.
4. On the first anniversary of your employment with TPA and on all
subsequent anniversary dates, your annual salary
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will be reviewed in accordance with TPA's regular policies therefor. Any
increase of your annual salary shall be in TPA's sole and absolute
discretion. At no time during the term hereof shall your annual salary
be less than Two Hundred Fifty Thousand ($250,000) Dollars.
5. a. You shall be afforded coverage under TPA's employee insurance
programs in such form and at such levels as TPA, in its sole and absolute
discretion, may hereafter elect to provide for similarly situated
executives.
b. TPA shall reimburse you for the actual costs of your COBRA health
insurance coverage until you are eligible to participate in TPA's
insurance program.
6. From the commencement of this Agreement, you shall be entitled to
participate in TPA's executive benefit programs, including a bonus
program, in such form and at such levels as TPA, in its sole and absolute
discretion, may hereafter elect to provide similarly situated executives.
7. You agree that so long as TPA 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 TPA, imposes no undue hardship on you and is not
injurious to the public.
8. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to TPA'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 TPA's prior written consent. You will promptly
communicate to TPA, in writing when requested, all marketing strategies,
technical designs and concepts, and other ideas pertaining to TPA'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
TPA. You acknowledge that all of those ideas will be TPA's exclusive
property. You agree to sign any documents which TPA deems necessary to
confirm its ownership of those ideas, and you agree to otherwise
cooperate with TPA in order to allow TPA to take full advantage of those
ideas.
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9. You acknowledge that you have access to information which is proprietary
and confidential to TPA. 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 TPA 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 TPA's premises. Upon termination of your
employment, you will immediately return to TPA 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.
10. You represent to TPA 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 TPA 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. You hereby understand and acknowledge that TPA 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 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; alcohol or
drug addiction; your disability, which is defined to be any condition
prohibiting you from performing your duties
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hereunder for a period in excess of ninety (90) days; or your death. In
the event of a termination pursuant to this paragraph, TPA 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.
14. You hereby also understand and acknowledge that, notwithstanding any
other provision hereof, TPA may terminate this Agreement for no cause in
its sole discretion immediately upon notice to you. In such event, TPA
shall offer you in satisfaction of all obligations and liabilities
arising out of your employment relationship with TPA, an amount equal to
twelve (12) months at your then current salary. You shall, in such
event, execute any and all release documents requested by TPA as a
condition precedent to receiving such payment.
15. TPA shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if TPA does not directly provide your
defense, from and against any and all claims made by anyone, including,
but not limited to, a corporate entity, or governmental entity, including
but not limited to the Casino Control Commission (to the extent such is
indemnity is permitted by law), 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 and
such claim is sustained by a court of competent jurisdiction.
16. 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.
17. 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 7, 8 and 9 of this Agreement and that a breach may cause
irreparable injury to TPA which could not be compensated by money
damages. Accordingly, TPA will be entitled to enforce this Agreement by
obtaining a court order prohibiting you 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.
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
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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.
19. It is understood that until you receive Casino Control Commission
approval to serve in position of Executive Vice President of Casino
Operations, you shall serve in the position of Casino Manager.
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 PLAZA ASSOCIATES
Agreed & Consented to:
By: /s/ /s/
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Barry J. Cregan James A. Rigot
Chief Operating Officer
11/21/94
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Date
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