Exhibit 10.20
EMPLOYMENT CONTRACT
DANIEL MCFADDEN
This letter will serve to confirm our understanding and agreement pursuant to
which Trump's Castle Associates, L.P. ("Trump"), has agreed to employ you, and
you have agreed to be employed by Trump commencing October 15, 2002, and
expiring July 31, 2005 ("Expiration Date"), unless terminated earlier by Trump
pursuant to Paragraphs 12 or 13 hereof. You may not disclose in any manner the
existence, terms or conditions of this Agreement to any third party without the
prior written consent of Trump.
1. You shall be employed by Trump in the capacity of Vice President of
Finance or such other position at any Trump owned casino hotel in
Atlantic City, NJ as determined solely by Trump to perform such duties
as are commonly attendant upon such office and such further duties as
may be specified, from time to time, by Trump.
2. During the term of this Agreement, you shall be paid an annual base
salary at the rate of One Hundred Fifteen Thousand, ($115,000.00)
Dollars per annum, payable periodically in accordance with Trump's
regular payroll practices.
3. Your annual salary will be reviewed on all subsequent anniversary dates
in accordance with Trump's regular policies therefor. Any increase of
your annual salary shall be in Trump's sole and absolute discretion.
4. You shall be afforded coverage under Trump's employee insurance programs
in such form and at such levels as Trump, in its sole and absolute
discretion, may hereafter elect to provide for similarly situated
executives.
5. a. You shall be entitled to participate in Trump's benefit programs in
such form and at such levels as Trump, in its sole and absolute
discretion, may hereafter elect to provide similarly situated
executives.
b. You shall also have executive comping privileges at such levels, if
any, as Trump in its sole and absolute discretion, shall establish
from time to time for similarly situated executives.
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6. a. In the event this Agreement is terminated by you for any reason or by
the Company for any reason set forth in Paragraph 12, you agree that
for a period of six (6) months after termination of your employment,
you will not accept employment, either as an employee, consultant or
independent contractor, with or on behalf of any Atlantic City casino
licensee or casino license applicant;
b. You agree that for a period of six (6) months after the termination
of your employment with Trump, whether before or after the Expiration
Date, you shall not solicit or contact, directly or through any other
company, any customers whom you have met, serviced, developed or
continued to develop during your tenure with Trump;
c. You acknowledge and agree that the restrictive covenants set forth in
this Paragraph are reasonable as to duration, terms and geographical
area and that the same are necessary to protect the legitimate
interests of Trump, impose no undue hardship on you and are not
injurious to the public.
7. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to Trump'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 Trump's prior written consent. You will promptly
communicate to Trump, in writing when requested, all marketing
strategies, technical designs and concepts, and other ideas pertaining
to Trump'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 Trump. You acknowledge that all of those ideas will be
Trump's exclusive property. Accordingly, both during and after
termination of your employment, you agree to sign any documents which
Trump deems necessary to confirm its ownership of those ideas, and you
agree to otherwise cooperate with Trump in order to allow Trump to take
full advantage of those ideas.
8. You acknowledge that you have access to information which is proprietary
and confidential to Trump. This information includes, but is not limited
to, (1) the identity of customers and prospects, (2) names, addresses
and phone 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 Trump 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 Trump's premises. Upon
termination of your employment, you will immediately return to Trump 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.
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9. You represent to Trump 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.
10. You hereby agree to comply with all of the rules, regulations, policies
and/or procedures adopted by Trump during the term of this Agreement, as
well as all applicable state, federal and local laws, regulations and
ordinances.
11. You hereby represent that you presently hold, or, prior to commencement
of your employment with Trump, shall apply for, obtain and 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.
12. You hereby understand and acknowledge that Trump 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 any of 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 or your
failure, as determined solely by Trump, to properly perform and execute
your duties hereunder; your failure to meet goals established by Trump;
any act which in Trump's sole opinion would adversely reflect upon Trump
or would impair your ability to effectively perform your duties
hereunder; alcohol or drug addiction; your disability, which is defined
to be any condition prohibiting you from performing your duties
hereunder to a period in excess of ninety (90) days, or your death. In
the event of a termination pursuant to this Paragraph, Trump 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.
13. You hereby also understand and acknowledge that, notwithstanding any
other provision hereof, Trump may terminate this Agreement for no cause
in its sole discretion immediately upon notice to you. In such event,
Trump shall pay and you shall accept in satisfaction of all obligations
and liabilities hereunder, an amount equal to the lesser of six (6)
months or the number of months then remaining in this Agreement at your
then current salary. You shall, in such event, execute any and all
release documents requested by Trump as a condition precedent to
obtaining any amounts under this Paragraph 13.
14. Unless extended in a writing signed by you and Trump, this Agreement
shall terminate on the Expiration Date and your employment thereafter
shall continue, if at all, on an "at- will" basis. This means that you
and Trump will no longer have a contractual relationship and that either
you or Trump will have the right to terminate your employment with or
without cause and with or without notice. After your employment with
Trump is terminated, whether pursuant to a contract or otherwise, you
understand
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and acknowledge that your obligations set forth in Paragraphs 6, 7 and 8
of this Agreement shall survive and remain in full force and effect.
15. Trump shall indemnify, defend and hold you harmless, including the
payment of reasonable attorney fees, if Trump does not directly provide
your defense, from and against any and all claims made by anyone,
including, but not limited to, a corporate entity, company, other
employee, agent, patron or member of the general public which assert as
a basis, any acts, omissions or other circumstances involving the
performance of your employment duties hereunder unless such claims are
based upon your gross negligence or any willful and/or wanton act. This
Paragraph shall not apply in any actions in which your interests are
adverse to that of Trump.
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 6, 7 and 8 of this Agreement and that a breach may cause
irreparable injury to Trump which could not be compensated by money
damages. Accordingly, Trump will be entitled to enforce this Agreement
by obtaining a court order prohibiting you (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.
18. If any provision hereof is unenforceable, illegal or invalid for any
reason whatsoever, such fact shall not affect the remaining provisions
hereof. If any of the provisions hereof which impose restrictions on you
are, with respect to such restrictions, determined by a final judgment
of any court of competent jurisdiction to be unenforceable or invalid
because of the geographic scope or time duration of such restrictions,
such provisions shall be deemed retroactively modified to provide for
the maximum geographic scope and time duration which would make such
provisions enforceable and valid. However, no such retroactive
modification shall affect any of Employer's rights hereunder arising out
of the breach of any such restrictive provisions, including without
limitation, Trump's rights to terminate this Agreement.
19. 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 jurisdiction and venue of any state or
federal court located in New Jersey. This Agreement represents the
entire agreement between the parties, superceding any and all previous
agreements, and may not be modified, amended, extended or renewed
without the written agreement of both parties.
If the foregoing correctly sets forth our understanding, kindly sign and return
to me the duplicate copy of this letter enclosed herewith.
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Very truly yours,
TRUMP'S CASTLE ASSOCIATES, L.P. Agreed and Consented to:
BY: /s/ PAUL R. RYAN /s/ DANIEL M. MCFADDEN
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PAUL R. RYAN DANIEL M. MCFADDEN
Chief Operating Officer
Date 10/15/02