FRANK DE MARCO, JR.
ATTORNEY AT LAW
899 El Centro Street, Suite 201
South Pasadena, California 91030
(626)403-8720 . (213)680-2850
FAX (626)403-8733
April 1, 1998
Exhibit 10.18
Santa Anita Companies, Inc.
285 W. Huntington Drive
Arcadia, California 91007
Attention: William C. Baker
Gentlemen:
This will serve as a Memorandum of the Agreement pursuant to the terms
of which you, "Company," (as hereinafter defined) has employed the undersigned
attorney-at-law to act in the capacity as General Counsel to the Company
effective as of April 1, 1998. The "Company" shall be deemed to include: Santa
Anita Companies, Inc. and its subsidiary companies, Los Angeles Turf Club,
Incorporated and Santa Anita Enterprises, Inc.
1. Company hereby employs the undersigned to act as General Counsel
of the Company on the terms and conditions hereinafter set forth, for the term
commencing April 1, 1998 to and including March 31, 2001.
2. The undersigned shall during the course of this employment act as
General Counsel to the Company and shall have such duties and responsibilities
as are customarily required of General Counsel for corporations generally and as
the Board of Directors of the Company shall determine from time to time. The
undersigned agrees to devote substantially all of his time, energy and ability
to the legal business of the Company.
3. The Company shall pay to the undersigned a base salary at the rate
of $175,000 per year. Such salary shall be earned semi-month and shall be
payable in periodic installments no less frequently than semi-monthly in
accordance with Company's customary practice. The amounts payable shall be
reduced by standard withholding and other authorized deductions.
Santa Anita Companies, Inc.
April 1, 1998
Page Two
4. In addition to the aforesaid annual compensation, Company agrees
to recommend to its Compensation Committee the consideration from time to time
the grant of stock options to the undersigned, and to permit the undersigned to
participate in all annual bonus, incentive, savings and retirement plans,
applicable generally to other executives of the Company.
5. The Company shall lease an automobile for the use of the
undersigned on such terms as are mutually agreed between the Company and the
undersigned. On termination of the undersigned's employment for any reason,
Company shall assign all of its rights as Lessee under any such Vehicle Lease to
the undersigned, or his estate if employment is terminated because of his death,
upon the written assumption by the undersigned of his estate of all remaining
obligations of the Company as Lessee under such vehicle Lease.
6. The Company shall provide the undersigned with an experienced and
qualified legal secretary to assist the undersigned in the administration of his
duties as General Counsel.
7. If employment is terminated by reason of the death of the
undersigned, or his disability, this Employment Agreement shall terminate
without further obligations, other than for (a) any unpaid salary through the
date of termination; (b) any unreimbursed reasonable employment expenses; (c)
any accrued vacation pay to the extent not therefore paid, which amounts shall
be paid as applicable, in a lump sum in cash within thirty (30) days of the date
of termination.
8. The Company may terminate the employment of the undersigned for
cause at anytime. "Cause" shall mean that the Company, acting in good faith
based upon the information then known to the Company, after due inquiry,
determines that the undersigned has been convicted of a felony or that the
undersigned has acted or failed to act in connection with his employment in such
manner as that constitutes gross negligence or willful misconduct.
9. The Company may terminate employment of the undersigned for
reasons other than death, disability or cause, upon sixty (60) days written
notice. Upon such termination, for reasons other than death, disability, or
cause, in addition to the payments required to be made to the undersigned, set
forth hereinabove in paragraph 6, the Company shall pay to the undersigned a
single lump sum payment equal to 100% of the base salary which would be payable
to the undersigned during the remaining term of this Agreement.
10. Any controversy or claim arising out of or relating to this
Agreement, its enforcement or interpretation, shall be submitted to arbitration
in Los Angeles County, California, in accordance with California Code or Civil
Procedure. Each party to the arbitration shall bear its own attorney's fees and
costs relating to such arbitration.
Santa Anita Companies, Inc.
April 1, 1998
Page Three
11. This Agreement shall be deemed to have been executed and
delivered within the State of California and the rights and obligations of the
parties hereunder shall be construed and enforced in accordance with and
governed by, the laws of the State of California, without regard to principles
of conflict of laws.
Your signature at the place provided below, on behalf of the Company
shall constitute your acceptance to the terms of this Agreement and shall
constitute the Agreement of Employment between us.
Very truly yours,
/s/ Frank De Marco, Jr.
FRANK DE MARCO, JR.
FDM:fs
The foregoing is agreed and accepted on behalf of the Company, and its
subsidiary companies.
The Santa Anita Companies, Inc.
BY: /s/ William C Baker
WILLIAM C. BAKER
Its President