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EXHIBIT 10.75
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective December 20, 1997, by and between Grand Casinos
of Nevada I, Inc., a Minnesota corporation ("Employer"), and Stanley M. Taube
("Employee").
WHEREAS, Employer is a wholly-owned subsidiary of Grand Casinos, Inc. ("GCI");
and
WHEREAS, Employee is a founder, Executive Vice President and employee of GCI,
and has extensive experience in and has been primarily responsible for locating,
evaluating and obtaining new business opportunities for GCI and its subsidiaries
(including Employer); and
WHEREAS, Employer has assembled a site in Las Vegas, Nevada for the purpose of
developing a hotel and casino (the "Property"); and
WHEREAS, Employer desires to receive the benefits of Employee's experience and
expertise on a part-time basis; and
WHEREAS, Employer believes that the most likely source of business opportunities
for Employer for future years will be in the State of Nevada; and
WHEREAS, Employer desires to employ employee as President pursuant to the terms
and conditions of this Agreement, with primary responsibility for pursuing new
business opportunities for Employer and its affiliates (including GCI) in the
State of Nevada and assisting Employer in developing the Property and
WHEREAS, Employee desires to be employed by Employer pursuant to such terms and
conditions;
NOW, THEREFORE, in consideration of the foregoing and the promises and
agreements stated below, Employer and Employee hereby agree as follows:
1. Employment. Employer shall employ Employee, and Employee hereby accepts such
employment, on the terms and conditions stated in this Agreement.
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2. Term. This Agreement shall be for a term commencing on January 1, 1998, and
terminating on the earlier of (i) December 31, 2000, or (ii) the date on which
this Agreement is terminated pursuant to Section 11 below.
3. Base Salary. Employer shall, during the term of this Agreement, pay Employee
an annual base salary in the amount of $150,000. Such salary shall be paid in
equal installments in the manner and at the times as other employees of Employer
(or if Employer has no other employees, then in such manner and at the times as
employees of GCI).
4. Incentive Compensation. If the Property is developed by Employer (or any
affiliate of Employer) and opens for business on or before December 31, 2001,
then Employer shall pay Employee a one-time bonus in the amount of $250,000.
Such one-time bonus shall be paid within 30 days after the date on which the
Property opens for business. Except for termination of this Agreement pursuant
to Sections 11(d), 11(e) or 13 below (in which case such bonus shall not
thereafter be paid to Employee), the requirement that Employer pay such one-time
bonus shall survive the expiration of the term or other termination of this
Agreement.
5. Benefits. Employer shall, during the term of this Agreement, provide to
Employee such health, dental, disability and life insurance as are provided by
Employer to other executives of Employer (or if Employer has no other employees,
then Employer shall provide such insurance as is provided by GCI to its
executives). Employee shall pay for the portion of the cost of such insurance as
is from time-to-time established by Employer as the portion of such cost to be
paid by executives of Employer.
6. Costs and Expenses. Employer shall either pay directly or reimburse Employee
for all reasonable travel expenses incurred by Employee while traveling on
business for Employer, and for all other reasonable expenses incurred by
Employee in performing the duties described in this Agreement.
7. Duties. The duties to be performed by Employee during the term of this
Agreement shall be designated from time-to-time by Employer and will include,
but not be limited to, the following:
(a) assuming primary responsibility for locating, evaluating and
obtaining gaming and gaming-related opportunities for Employer
and its affiliates in the State of Nevada;
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(b) assisting other employees of Employer in evaluating new
business opportunities outside of the State of Nevada for
affiliates of Employer;
(c) assisting Employer in the development and subsequent
improvements of the Property; and
(d) performing such other duties and responsibilities as are from
time-to-time designated by Employer under this Agreement.
8. Commitment; Exclusivity. Employee hereby commits to make himself available to
perform the duties and responsibilities described in this Agreement 80 hours per
month during the term of this Agreement. Employee hereby agrees that, so long as
this Agreement remains in effect, Employee will not perform similar duties and
responsibilities for any other person or entity (other than affiliates of
Employer) engaged or contemplating engaging in the casino gaming business.
9. Employee's Primary Residence; Offices. Employer and Employee acknowledge that
because Employee's primary duties and responsibilities under this Agreement will
be performed mostly in the State of Nevada, the efficient performance of those
duties and responsibilities requires that Employee reside within commuting
distance of Las Vegas, Nevada. Accordingly, Employee shall, during the term of
this Agreement, maintain his primary residence within 50 miles of the Property.
Employer shall provide to Employee, during the term of this Agreement, a
furnished office and support staff and facilities at a location to be from
time-to-time determined by Employer and located within 50 miles of the Property.
Employer shall also cause GCI to provide to Employee the use of a furnished
office and support staff and facilities during such times during the term of
this Agreement as Employee is visiting or using GCI's principal office.
10. Confidentiality. Except to the extent required by law, Employee shall keep
confidential and shall not, without Employer's prior written consent, disclose
to any third-party, other than as reasonably necessary or appropriate in
connection with Employee's performance of his duties under this Agreement, any
information regarding Employer and its affiliates, subsidiaries, business,
methods of operation, employees, projects, plans and
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prospects, which information has not been released to the public by Employer or
any of Employer's affiliates. The provisions of this Section 10 shall remain in
effect after the expiration or any termination of this Agreement.
11. Termination. This Agreement shall terminate as follows:
(a) upon expiration of the term of this Agreement as stated in
Section 2 above;
(b) upon the death of Employee;
(c) upon the determination by the Board of Directors of Employer
to terminate this Agreement after Employee becomes disabled to
the extent that the Employee cannot perform the essential
duties and responsibilities described in this Agreement and
such disability continues for more than 60 days;
(d) upon at least 30 days' prior written notice of termination
given for any or no reason by Employee to Employer; or
(e) upon prior written notice of termination (for cause or not for
cause) given by the Employer's Board of Directors to Employee.
12. Benefits After Termination. Upon termination of this Agreement under Section
11 above, Employee's rights to pay, compensation and benefits under this
Agreement shall, except to the extent earned, accrued or vested prior to the
date of termination, cease on the date on which Employee's employment under this
Agreement terminates, except as follows:
(a) if such termination is under Section 11(c) above, Employee
shall be entitled, during the period of such disability, to
such health, dental, disability and life insurance as are then
provided by Employer to other executives of Employer (or if
Employer has no other executives, then Employer shall provide
such insurance as is provided by GCI to its executives); or
(b) if such termination is under Section 11(e) above and is not
for cause (as defined in the following sentence) and Section
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below does not apply, Employer shall continue, for a period
ending on December 31, 2000, to pay to Employee the Base
Salary and provide benefits to which Employee would have been
entitled if this Agreement had remained in effect until
December 31, 2000.
For the purposes of this Section 12(b), "cause" shall mean the
(i) commission of a felony, (ii) the theft or embezzlement of
property of Employer or any affiliate of Employer or the
commission of any similar act involving moral turpitude, (iii)
failure of Employee to substantially perform his material
duties and responsibilities under this Agreement for any
reason other than Employee's disability, which failure is not
cured within 30 days (or if such cure is commenced within such
30-day period and thereafter diligently pursued, such longer
period not to exceed 90 days as is reasonably required to cure
such failure), after written notice of such failure from the
Chairman Employer's Board of Directors specifying such
failure.
13. Change of Control. For the purposes of this Section 13, the term "Change of
Control" shall mean:
(a) any person (as defined in Sections 3(a)(9) and 13(d)(3) of the
Securities Exchange Act of 1934) directly or indirectly
becoming the "beneficial owner" (as defined in Rule 13d-3
promulgated pursuant to such Securities Exchange Act) of 25%
or more of the combined voting power of Employer's then
outstanding securities; or
(b) the occurrence within any 12-month period of a change in the
membership of Employer's Board of Directors such that the
Incumbent Members (as defined in the following sentence) do
not constitute a majority of the members of such Board of
Directors. "Incumbent Members" shall mean, with respect to any
given 12-month period, the members of such Board of Directors
on the date immediately preceding the commencement of such
given 12-month period; provided, however, that any person who
becomes a member of such Board of Directors during such given
12-month period whose election or appointment to such Board
of Directors was approved by a vote of a majority of the
members of such Board
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of Directors on the date immediately preceding the
commencement of such given 12-month period; provided, however,
that any person who becomes a member of such Board of
Directors during such given 12-month period whose election or
appointment to such Board of Directors was approved by a vote
of a majority of the members of such Board of Directors who,
on the date of such election or nomination, comprised the
Incumbent Members on the date of such vote shall be considered
one of the Incumbent Members with respect to such 12-month
period.
If after a Change of Control Employee gives written notice to Employer that
Employee resigns from his employment by Employer, Employer shall (in lieu of and
in not in addition to the payments and benefits described in Section 11(b)
above):
(i) pay to Employee, in a lump sum within 10 days after the
effective date of such termination, the amount of Employee's
then current base salary pursuant to Section 3 above for a
period of the remaining number of days in the term of this
Agreement; and
(ii) provide to Employee benefits to which Employee would have been
entitled if this Agreement had remained in effect for 365 days
after the effective date of such termination.
The provisions of this paragraph shall apply following any Change of Control
notwithstanding any provision otherwise in any stock option agreement between
Employer and Employee which provides for the grant to Employee of the right to
purchase shares of stock of Employer. If, after any Change of Control, employee
ceases to be employed by Employer, for any reason or no reason, with or without
cause, Employee or his legal representative shall have until the date which is
six months after the date on which the Employee ceases to be employed by
Employer to exercise Employee's right to purchase shares of stock of Employer
under such option agreements (whether entered into before or after the date of
this Agreement).
14. Amendment. This Agreement may be amended only in writing signed by both
Employer and Employee.
15. Entire Agreement. This Agreement contains the entire understanding of
Employer and Employee with respect to all matters described herein. There are no
other agreements, conditions or representations, oral or written, express or
implied with respect thereto. This Agreement supersedes all prior agreements
relating to Employer's employment of Employee.
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16. Successors and Assigns. Employee shall not assign this Agreement without the
prior written consent of the Chair of Employer's Board of Directors. This
Agreement shall be binding upon, and shall inure to the benefit of Employee and
his heirs and personal representatives, and to Employer and its successors and
assigns.
17. Notices. All notices or other communications to be given under this
Agreement shall be personally delivered or sent by courier service to the
following addresses:
if to Employer
Grand Casinos of Nevada I, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
Attn: Chairman
with a copy to
Grand Casinos, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
Attn: General Counsel
if to Employee
Stanley M. Taube
17 Cascade Creek Lane
Las Vegas, Nevada 89113
or to such other addresses either party may provide to the other by written
notice given in the manner provided in this Section 17.
18. Waiver. Any waiver by any party to this Agreement with respect to any
provision or incident shall not operate or be construed as a waiver of any other
provision of this Agreement or any other incident.
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19. Governing Law. This Agreement will be interpreted and enforced in accordance
with the laws of the State of Minnesota, without giving effect to conflict of
law issues.
IN WITNESS WHEREOF, Employer and Employee have executed this Agreement effective
as of the date first stated above.
EMPLOYER:
Grand Casinos, Inc.
By: /s/ Lyle Berman
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Lyle Berman
Chairman of the Board
EMPLOYEE:
Stanley M. Taube
/s/ Stanley M. Taube
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