SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1994
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TRUMP PLAZA FUNDING, INC. - TRUMP PLAZA HOLDING ASSOCIATES
(Exact name of registrants as specified in its charter)
Commission No. 2-0219
INDEX OF EXHIBITS
Exhibit No. Description
10 Chief Operating Officer Employment Agreement
EXHIBIT 10
CHIEF OPERATING OFFICER
EMPLOYMENT AGREEMENT
This Agreement is made this 12th day of September, 1994 between Trump
Plaza Associates, a New Jersey General Partnership, d/b/a Trump Plaza
Hotel and Casino, hereinafter (TPA) and its Corporate Managing Partner
Trump Plaza Funding, Inc. (hereinafter "Company"), both with principal
offices and facilities located at The Boardwalk at Mississippi Avenue,
Atlantic City, New Jersey, and Barry Cregan (hereinafter "Executive")
residing at Plaza Hotel, Fifth Avenue at Central Park South, New York,
New York 10019.
1. Employment
TPA and Company hereby employ the Executive as TPA's Chief Operating
Officer and Executive hereby agrees to be TPA's chief operating
officer and perform the duties hereinafter described. The Executive
shall have general and active supervision and management over the
property, business, and affairs of TPA. The Executive shall have the
authority to appoint and remove, employ and discharge, prescribe the
duties and fix the compensation of all of TPA agents, employees (other
than himself), independent contractors and vendors and shall have all
other general powers and duties of management which are usually vested
in the chief operating officer of a corporation. The Company's
Shareholders and Directors have each taken prior to the execution
hereof, and will, during the term hereof, continue to take, all
appropriate legal action to authorize this Agreement, elect Executive
Chief Operating Officer of each of TPA and Company and vest in the
Executive the legal authority to act as their Chief Operating Officer.
Notwithstanding the foregoing, the Executive shall report to and
implement the directions and decisions of the Company's Chief
Executive Officer.
2. Term
(a) The term of this agreement shall be two years and shall commence
on September 19, 1994, and terminate on September 18, 1996
(hereinafter "Expiration Date"), unless extended pursuant to
Section 3 hereof.
3. Compensation
a. During the first year of this Agreement, Executive shall be paid
an annual base salary of Six Hundred Thousand ($600,000) Dollars,
payable periodically in accordance with TPA's regular payroll
practices. During the second year of this Agreement, Executive
shall be paid an annual base salary of Seven Hundred Thousand
($700,000) Dollars.
b. Executive shall, in his sole discretion, have the option to
extend this Agreement for an additional one (1) year period until
September 18, 1997. Executive must provide TPA with written
notice of Executive's intent to exercise such option by June 30,
1996 and in the event such option is exercised, Executive
shall be paid an annual base salary of Seven Hundred Fifty
Thousand ($750,000) Dollars, during such third year of
employment.
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4. Employee Insurance Programs
Executive shall be afforded coverage under TPA's employee insurance
programs in such form and at such levels as TPA may hereafter elect in
its sole and absolute discretion to provide for similarly situated
executives.
5. Benefits
a. Executive shall be entitled to participate in TPA's executive
benefit and bonus programs in such form and at such levels as TPA
may hereinafter elect in its sole and absolute discretion to
provide to similarly situated executives.
b. Executive shall also have free use of hotel valet and laundry
services and executive comping privileges at such levels, if any,
as TPA shall establish from time to time in its sole and absolute
discretion from similarly situated executives.
c. Executive shall, in addition to monetary compensation, receive a
car allowance of One Thousand ($1,000) Dollars per month.
d. TPA shall also pay or reimburse Executive for reasonable moving
and storage expenses actually incurred by Executive in relocating
to the Atlantic City area.
e. TPA shall also reimburse Executive for other actual expenses or
losses incurred by Executive directly as a result of Executive's
relocation, specifically including any costs of terminating the
private school arrangements for his son.
f. TPA shall pay or reimburse Executive the reasonable expenses
incurred by Executive for the services of an attorney in the
negotiation, preparation, consummation, performance and
enforcement of this Agreement.
g. Executive shall be entitled to three (3) weeks paid vacation per
year during his employment hereunder. The Executive shall so be
entitled to fixed and floating paid holidays in accordance with
TPA's policies and practices from time to time.
6. Restrictive Covenant
Executive agrees that until the Expiration Date or the earlier
termination of this Agreement as provided herein and provided
Executive is being paid the compensation, reimbursement and benefits
set forth in Sections 3,4, and 5 hereof on the dates and at the times
such compensation, reimbursement and benefits are due to be paid,
Executive shall not accept employment, either as an employee,
consultant or independent contractor, for casino hotel located
within a 300 mile radius of Atlantic City, New Jersey. Executive
acknowledges and agrees that this restrictive covenant is
reasonable as to duration, terms and geographical area an
that the same is necessary to terms and geographical area and that the
same is necessary to protect the legitimate interests of TPA, imposes
no undue hardship on Executive and is not injurious to the public.
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7. Other Activities
Executive hereby agrees that throughout the term of this Agreement
Executive shall devote his full time, attention and efforts to TPA's
business and shall not, directly or indirectly, work for or engage in
any other activities of an employment nature for any other person or
entity, without TPA's prior written consent. Executive will promptly
communicate to TPA, in writing when requested, marketing strategies,
technical designs and concepts, and other ideas pertaining to TPA's
business which are conceived or developed by Executive, alone or with
others, at any time (during or after business hours) while Executive
agrees to sign any documents which TPA deems necessary to confirm its
ownership of those ideas, and Executive agrees to otherwise cooperate
with TPA in order to allow TPA to take full advantage of those idea.
Nothing herein shall prevent Executive from engaging in passive
investment activities or consultation in connection therewith.
8. Proprietary and Confidential Information
Executive acknowledges that he will have access to information which
is proprietary and confidential to TPA. This information includes,
but is not limited to, (1) the identity of TPA's customers and
prospects, (2) names, addresses and phone numbers of TPA's individual
contacts, (3) TPA's pricing policies, marketing strategies, product
strategies and methods of operations, and (4) TPA's expansion plans,
management policies and other business strategies and policies.
Executive acknowledges and understands 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 Executive's
employment, Executive agrees that he will not disclose any of this
information for any purpose or remove materials containing this
information from TPA's premises.
9. Non-Disparagement
Executive will not, during the term hereof or at any time thereafter,
publicly disparage TPA or Company or their officers, directors,
employees or agents. Similarly, TPA and Company (including their
officers, directors, employee, and agents) will not, during the term
hereof or any time thereafter, disparage Executive and will refrain
from any action which would reasonably be expected to result in
embarrassment to Executive or to materially and adversely affect his
opportunities for employment. The preceding two sentences shall not
apply to disclosures required by applicable law, regulation or
order of court or governmental agency.
10. Casino Control Commission
Executive represents to TPA and Company that he holds a casino key
employee license, as required by the New Jersey Casino Control
Commission (hereinafter "Commission") to enable him to engage in his
employment hereunder. Executive will maintain this license in good
standing during his employment by TPA and Company, provided that TPA
and Company shall pay all renewal-fees as well as attorneys' fees and
other costs Executive may incur in connection with any investigation
or proceeding against him or in which he may be involved arising out
of TPA or Company's operations, conducted by the Division of Gaming
Enforcement of the Office of the New Jersey Attorney General, by the
Commission or by any other governmental unit, including, but not
limited to, hearings before the Office of Administrative Law, hearings
before the Commission, and any judicial appeals therefrom.
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11. Termination by TPA and Company
(a) Prior to the Expiration Date, TPA and Company may terminate the
Executive's employment hereunder only under the following
circumstances (herein referred to as "Cause"):
(i) Upon revocation of Executive's casino key employee
license, and the exhaustion of all appeals therefrom,
or in the absence of an appeal, the exhaustion of any
appeal period from such action;
(ii) Executive's conviction of a crime under the laws of any
jurisdiction which constitutes a disqualifying crime
described in N.J.S.A. 5:12-86;
(iv) Executive dies;or
(v) Any breach by the Executive of the Executive's duty of
trust to TPA, such as theft by the Executive on TPA or
fraud committed by the Executive upon TPA.
(b) In the event of a termination pursuant to this paragraph, TPA
shall pay to Executive his compensation under Sections 3,4 and 5
hereof earned to the date of termination and shall have no
further liability or obligation to Executive under this
Agreement.
12. Termination by Executive
Executive may terminate this Agreement upon written notice to TPA at
any time for "Good Cause" (as hereinafter defined) which termination
shall become effective on the 30th day after such notice (the
"Executive's Termination Date"). "Good Cause" for purposes hereof
means:
(a) Without Executive's express written consent, the assignment to
Executive of any duties inconsistent with the position of Chief
Operating Officer, or the customary duties, responsibilities, and
status of such office, or a demotion, or change in Executive's
title or office, or any removal from such positions or a Change
in Control (as hereinafter defined), except in connection with
the termination of Executive's employment under Paragraph 10
hereof, permanent disability or as a result of Executive's death;
(b) TPA or Company files, or TPA or Company's creditors file, a
petition for bankruptcy under Chapter 7 of the Bankruptcy Code of
1978, 11 U.S.C. Section 701 (hereinafter "Bankruptcy Code"); or
(c) The New Jersey Casino Control Commission:
(i) revokes or refuses to renew TPA's Casino License; or
(ii) appoints a conservator of TPA's Casino pursuant to
N.J.S.A. 5:12-130.1 or any other provision of the New
Jersey Casino Control Act, as such terms are defined in
the New Jersey Casino Control Act, N.J.S.A. 5:12-1, et.
seq., and such action is not stayed pending an appeal
thereof;
(d) TPA fails to pay Executive the compensation, reimbursements, and
benefits set forth in Section 3, hereof on the dates and at times
such compensation, reimbursements, and benefits are due to be
paid;
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(e) A sale or long term lease of the hotel or other substantial
assets, except toan entity wholly owned, directly or indirectly,
by TPA or Donald J.Trump; or
(f) A change in the current Chief Executive Office (Nicholas L.
Ribis) of Trump Hotel and Casino Resorts; provided, however, that
a Change in Control shall not entitle Executive to the
"Termination Payment" if Executive accepts an offer of or
otherwise continues employment following the occurrence of an
event described in either of this clause (e) or clause (f) above.
If Executive terminates this Agreement for Good Cause, TPA shall pay
Executive on the Executive's Termination Date all compensation,
reimbursements, and benefits provided for in Paragraphs 3, 4 and 5
hereof due or accrued to the Executive's Termination Date ("Accrued
Compensation Amounts") and in a lump sum the full amount of the
remaining unpaid compensation payable under Paragraphs 3,4 and 5
hereof from the Executive's Termination Payment").
13. Indemnification
TPA shall indemnify, defend and hold Executive harmless, including the
payment of reasonable attorney fees, if TPA does not directly provide
Executive's defense, from and against any and all claims made by
anyone, including, but not limited to, a corporate entity,
the Company, other employee, agent, patron or member of the general
public with respect to any claims which asserts as a basis,
any acts, commissions or other circumstances involving the
performance of Executive's employment duties hereunder unless
such claims is based upon Executive's gross negligence or any
willful and/or wanton act.
14. Executive's Representations
Executive represents that he is a citizen of the United States or that
he possesses the proper visa and/or work permits necessary to perform
his functions hereunder.
15. Irreparable Injury
Executive acknowledges that it would be extremely difficult to measure
the damages that might result from any breach by him of his promises
in Paragraphs 6,7,8 and 9 of the Employment Contract 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
Employment Contract by obtaining a court order prohibiting Executive
(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.
16. Miscellaneous
Executive shall not be required by TPA or Company to fly in a
helicopter or small aircraft for any reason at any time.
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17. Government Law
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, the parties 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.
If the foregoing correctly sets forth the parties understanding, kindly
sign and return to me the duplicate copy of this Agreement.
Very truly yours,
TRUMP PLAZA ASSOCIATES
d/b/a TRUMP PLAZA HOTEL & CASINO Agreed and Consented to:
BY: --------------------------- ----------------------------
NICHOLAS L. RIBIS BARRY CREGAN
Chief Executive Officer
and President
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