EXHIBIT 10(t)
ASSIGNMENT OF EMPLOYMENT AGREEMENT AND MUTUAL RELEASE
This Assignment of Employment Agreement and Mutual Release made and entered
into this 6th day of February, 1995 between Trump's Castle Associates, its
partners, officers, employees and agents ("Trump's Castle"), Trump Taj Mahal
Associates ("Trump Taj") and Nicholas Niglio ("Employee"). (Trump's Castle,
Trump Taj and Employee collectively referred to herein as the "Parties".)
WITNESSETH:
WHEREAS, Employee and Trump's Castle entered into an Employment Agreement
dated October 4, 1993 ("Agreement") for employment as Executive Vice President
at Trump's Castle Casino Resort; and
WHEREAS, the Parties now desire to assign the Agreement to Trump Taj and
release Trump's Castle from its obligations thereunder,
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, it is hereby agreed as follows:
1. The Parties hereby agree that the Agreement shall be assigned by Trump's
Castle to Trump Taj effective February 6, 1995. Trump Taj shall assume all
obligations and liabilities thereunder, with the following changes:
a. Employee shall be assigned the duties of Vice President,
International Marketing at Trump Taj subject to reassignment as provided
for in paragraph one of the Agreement.
b. Paragraph 2.b., 2.c., 2.d., and 2.e. of the Agreement shall no longer be
in effect and Employee waives any and all rights thereunder in
consideration of the payments being made pursuant to paragraph 3 hereof
and monies being held in escrow pursuant to paragraph 4 hereof. Employee
shall be eligible for an annual bonus, if any, at the sole discretion of
the management of Trump Taj.
c. Employee acknowledges that Trump Taj has no employee profit sharing plan
and waives any and all rights pursuant to paragraph 2.e. of the
Agreement.
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d. Paragraph 14 of the Agreement shall be modified in that the second
sentence of that subparagraph shall read as follows: In either such
event, Trump Taj shall pay and you shall accept in satisfaction of all
obligations and liabilities hereunder, an amount equal to the lesser of
three (3) months or the number of months then remaining in this
Agreement at your then current base salary as defined in paragraph 2.a.
of the Agreement.
e. To the extent that the Agreement refers to Trump's Castle, it is
understood and agreed to by Employee that the Agreement shall be deemed
to refer to Trump Taj. Accordingly, by way of example and not by way of
limitation, Employee's entitlement to participate in Trump's Castle's
employee's insurance program pursuant to paragraph 4 of the Agreement
and Trump's Castle's executive benefit program pursuant to paragraph 5
of the Agreement shall be deemed to refer to such programs at Trump Taj
to the extent same exist. To the extent same do not exist at Trump Taj,
Employee waives any and all rights to participate therein. Employee
acknowledges that as a Vice President at Trump Taj, he will receive a
car allowance of $500 per month.
2. Employee shall continue to be bound by the terms and conditions of the
Agreement.
3. Trump's Castle agrees to pay Employee the sum of Thirty-Three Thousand
Three Hundred and Thirty-Five ($33,335) Dollars upon execution of this
Mutual Release. This amount represents two-thirds of the bonus amount which
would next be due to be paid to Employee under paragraph 2.d. of the
Agreement. Employee accepts this sum as full and final payment of any sums
which would have been owed him pursuant to paragraph 2.d. of the Agreement.
4. Trump's Castle agrees to hold in escrow the sum of Sixty-Two Thousand Eight
Hundred Forty-Two Dollars and Fifty-Two Cents ($62,842.52). This escrowed
amount shall be paid over to the Employee in the event that Trump Taj
chooses to exercise its option to terminate the Agreement under paragraph
14 thereof, but not during any extensions beyond the Agreement's current
term.
5. Trump's Castle agrees to reimburse Employee's cost for health insurance
coverage under COBRA for four (4) months or until Employee is covered by
the Trump Taj employee health insurance plan, whichever occurs first.
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6. Trump's Castle and Employee agree to release each other from all of the
obligations and liabilities contained in the Agreement.
7. Trump's Castle and Employee also expressly waive any claims that they may
have against each other with respect to the Agreement and the obligations
and responsibilities arising therefrom.
8. Employee agrees to indemnify and hold harmless Trump's Castle from and
against any and all claims or demands by third parties arising from his
employment as Executive Vice President during the term of the Agreement.
9. Trump's Castle agrees to indemnify and hold harmless Trump Taj from and
against any and all claims or demands made by Employee or any third party
relating to any act or omission occurring prior to this Assignment of
Employment Agreement and Mutual Release or relating to the failure of
Trump's Castle to perform its obligations hereunder.
10. This Agreement shall be binding upon and shall inure to the benefits of the
Parties hereto and their permitted successors and assigns.
IN WITNESS WHEREOF, the Parties have executed this Assignment of Employment
Agreement and Mutual Release by persons duly authorized to do so on the day and
year first above written.
TRUMP'S CASTLE ASSOCIATES
/s/ Roger P. Wagner
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Roger P. Wagner
President/Chief Operating Officer
TRUMP TAJ MAHAL ASSOCIATES
d/b/a TRUMP TAJ MAHAL CASINO RESORT
/s/ Dennis C. Gomes
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Dennis C. Gomes
President/Chief Operating Officer
EMPLOYEE
/s/ Nicholas Niglio
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Nicholas Niglio
[ TRUMP CASTLE LETTERHEAD ]
October 4, 1993
Mr. Nicholas Niglio
Dear Mr. Niglio:
This letter will serve to confirm our understanding and agreement pursuant to
which Trump's Castle Associaates ("TCA") has agreed to employ you, and you
have agreed to be employed by TCA commencing October 11, 1993 and expiring
December 31, 1996 ("Expiration Date"), unless terminated earlier by TCA pursuant
to Paragraphs 13 or 14 hereof:
1. You shall be employed by TCA in the capacity of Executive
Vice President (pending approval of the New Jersey Casino
Control Commission) with those areas of responsibility set
forth in Exhibit "A" hereto or in such other position as
determined solely by TCA to perform such duties as are
commonly attendant upon such office and such further duties
as may be specified, from time to time, by TCA. You shall
also perform any other duties with respect to any other
projects within TCA or its related companies in this or any
other jurisdictions as the Chief Executive Officer of TCA
may determine.
2. a. During the term of this Agreement, you shall be paid
an annual basis salary at the rate of Two Hundred Fifty
Thousand ($250,000) Dollars per annum, payable periodically
in accordance with TCA's regular payroll practices.
b. Upon the commencement of your employment with TCA, you shall
receive a payment in the amount of One Hundred Thousand ($100,000)
Dollars as compensation for stock rights with your current employer
that you will not be entitled to exercise.
c. Following the first six (6) months of your employment with TCA,
you shall receive a bonus in the amount of Fifty Thousand ($50,000)
Dollars.
October 4, 1993
Mr. Nicholas Niglio
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d. Every six (6) months thereafter during the term of your
employment with TCA, you shall receive a bonus in the amount
of Fifty Thousand ($50,000) Dollars.
e. During the term of your employment, you shall be entitled to
participate in TCA's management profit sharing plan only to the extent
that such plan would entitle you to receive payments in excess of the
combined One Hundred Thousand ($100,000) annual bonuses to be paid to you
pursuant to subparagraphs c and d above.
3. On the first anniversary of your employment with TCA and on all subsequent
anniversary dates, your annual salary will be reviewed in accordance with
TCA's regular policies therefor. Any increase of your annual salary shall
be in TCA's sole and absolute discretion.
4. You shall be afforded coverage under TCA's employee insurance programs in
such form and at such levels as TCA, in its sole and absolute discretion,
may hereafter elect to provide for similarly situated executives.
5. a. You shall be entitled to participate in TCA's executive benefit programs
in such form and at such levels as TCA, in its sole and absolute
discretion, may hereafter elect to provide similarly situated executives.
TCA will reimburse you for all health insurance benefits covered by COBRA
during your first ninety (90) days of employment.
b. You shall, in addition to monetary compensation, receive a car
allowance of Eight Hundred Fifty ($850) Dollars per month.
c. You shall also have free use of hotel valet and laundry services and
executive comping privileges at such levels, if any, as TCA in its
sole and absolute discretion, shall establish from time to time for
similarly situated executives.
6. You agree that until the Expiration Date and/or so long as TCA continues
to pay your salary as provided herein, 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 TCA, imposes no undue hardship on you
and is not injurious to the public.
October 4, l993
Mr. Nicholas Niglio
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7. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to TCA'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 TCA's prior written consent. You will promptly communicate to
TCA, in writing when requested, all marketing strategies, technical designs
and concepts, and other ideas pertaining to TCA'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 TCA. You acknowledge that
all of those ideas will be TCA's exclusive property. You agree to sign any
documents which TCA deems necessary to confirm its ownership of those
ideas, and you agree to otherwise cooperate with TCA in order to allow TCA
to take full advantage of those ideas.
8. You acknowledge that you have access to information which is proprietary
and confidential to TCA. 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 TCA to protect its business and its
competitive position in the marketplace. Accordingly, both during and after
termination your employment, you agree that you will not disclose any of
this information for any purpose or remove materials containing this
information from TCA's premises. Upon termination of your employment, you
will immediately return to TCA 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.
9. You also agree that for a period of ninety (90) days after termination of
your employment, you will not solicit or contact, directly or through any
other Atlantic City casino, any customers whom you have developed or
continued to develop during your tenure with TCA.
10. You represent to TCA 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.
October 4, l993
Mr. Nicholas Niglio
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11. You hereby agree to comply with all of the rules, regulations, policies
and/or procedures adopted by TCA 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 TCA 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 delilberate and intentional refusal by you
to perform your duties hereunder; alcohol or drug addiction; your disabilty,
which is defined to be any condition prohibiting you from performing your
duties hereunder for a period in excess of thirty (30) days, or your death.
In the event of a termination pursuant to this paragraph, TCA 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, TCA may terminate this Agreement or, following the
Expiration Date, may terminate your employment, for any or no cause in its
sole discretion immediately upon notice to you. In either such event, TCA
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 TCA, and, failing such, this amount shall not be paid to you.
15. You hereby also understand and acknowledge that, notwithstanding any
other provision hereof, TCA may terminate this Agreement for no cause in
its sole discretion immediately upon notice to you. In such event, TCA shall
October 4, 1993
Mr. Nicholas Niglio
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offer you in satisfaction of all obligations and liabilities arising out of
your employment relationship with TCA, an amount equal to the lesser of six
(6) months or the number of months remaining in this Agreement at your then
current salary. You shall, in such event, execute any and all release
documents requested by TCA as a condition precedent to receiving such
payment.
16. TCA shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if TCA 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 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.
17. 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.
18. 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 TCA which could not be compensated by money damages.
Accordingly, TCA 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.
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 and may not be modified or amended without the written
agreement of both parties. This Agreement supersedes all other agreements
between the parties.
October 4, 1993
Mr. Nicholas Niglio
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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'S CASTLE ASSOCIATES
LIMITED PARTNERSHIP
Agreed & Consented to:
By: /s/ Roger P. Wagner /s/ Nicholas Niglio
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Roger P. Wager Nicholas Niglio
President/Chief Operating Officer
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