-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOxSY7VmdCEJL0OC22ufGjbM/AVp0Amz2roHRbGtrvFoLeLkuuqsLWN1iP9mWm8r 8GHXRFYNL5U+loJbcw/jnQ== 0001047469-99-027292.txt : 19990714 0001047469-99-027292.hdr.sgml : 19990714 ACCESSION NUMBER: 0001047469-99-027292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990712 ITEM INFORMATION: FILED AS OF DATE: 19990713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD GAMING CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25244 FILM NUMBER: 99663674 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: STE 1503 CITY: NEW YORK STATE: NY ZIP: 10119-0002 BUSINESS PHONE: 2125633355 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: STE 1503 CITY: NEW YORK STATE: NY ZIP: 10119-0002 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 12, 1999 - -------------------------------------------------------------------------------- (Date of earliest event reported) TRANS WORLD GAMING CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 0-25244 13-3738518 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) ONE PENN PLAZA, SUITE 1503, NEW YORK, NEW YORK 10119-0002 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 563-3355 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Page 1 of 3 Exhibit Index appears on Page 2 ITEM 5. OTHER EVENTS On July 12, 1999, the Registrant issued a press release (See Exhibit 99.1) describing the appointment of Mr. Rami S. Ramadan as its new Chief Executive Officer with Chief Financial Officer responsibilities, pursuant to the Employment Agreement between the Company and Mr. Ramadan dated June 23, 1999 (See Exhibit 10.1), the resignation of Mr. Stanley Kohlenberg, the Registrant's former Chief Executive Officer (See Exhibit 99.2), and the impending resignation of Mr. Dominick Valenzano, the Registrant's Chief Financial Officer. Each of Mr. Kohlenberg and Mr. Valenzano has entered into severance agreements with the Registrant effective as of June 23, 1999 and July 12, 1999, respectively. (See Exhibits 10.2 and 10.3, respectively). On June 30, 1999, as a result of a voter mandate passed in November 1996 by residents of certain parishes in Louisiana, the Registrant closed its two gaming establishments at truck stops in Louisiana, which included (i) an establishment located at the 76 Plaza in Lafayette, Louisiana known as the "Gold Coin" (formerly known as the Gold Nugget), and (ii) the Toledo Palace, which was established and licensed at a truck stop located in DeRidder, Louisiana, known as the Woodlands Travel Plaza (the "Woodlands"). The Company owns real property at the Woodlands for which it is actively seeking a buyer. ITEM 7. EXHIBITS
Exhibit Number Description -------------- ----------- 10.1 Employment Agreement for Rami S. Ramadan dated June 23, 1999. 10.2 Severance Agreement for Stanley Kohlenberg dated June 23, 1999. 10.3 Severance Agreement for Dominick Valenzano dated July 12, 1999. 99.1 Press release dated July 12, 1999. 99.2 Letter of Resignation from Stanley Kohlenberg dated June 30, 1999.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANS WORLD GAMING CORP. Date: July 13, 1999. By: /s/ Rami S. Ramadan ----------------------- Rami S. Ramadan Chief Executive Officer 3 EX-10.1 2 EXHIBIT 10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT FOR RAMI S. RAMADAN EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of the 12th day of July, 1999 and is by and between Trans World Gaming Corp., a Nevada corporation (the "Corporation") and Rami S. Ramadan (the "Executive"). WITNESSETH: WHEREAS, the Corporation desires to employ the Executive as Chief Executive Officer and Chief Financial Officer and the Executive desires to be employed by the Corporation; NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. The following words and terms shall have the meanings set forth below for the purposes of this Agreement: (a) AFFILIATES. "Affiliates" of the Corporation, or a person "affiliated" with the Corporation, are any persons or entities which, directly or indirectly, through one or more intermediaries, controls or are controlled by or are under common control with, the persons or entities specified. (b) BASE SALARY. "Base Salary" shall have the meaning set forth in Section 3(a) hereof. (c) CAUSE. Termination of the Executive's employment for "Cause" shall mean termination because of willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties which failure is not reasonably cured within ten (10) days after receipt of written notice from the Corporation, repeated unauthorized absences from work, the commission of an act indictable as a felony, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or of a final cease-and-desist order or a material breach of any provision of this Agreement. For purposes of this paragraph, no act or failure to act on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Corporation. Cause shall be determined by the affirmative vote of a majority of the whole Board of Directors (excluding the Executive, if the Executive is a member of the Board) after the Executive has been provided the opportunity to make a presentation to the Board, which presentation to the Board may be with counsel. (d) CHANGE IN CONTROL OF THE CORPORATION. "Change in Control of the Corporation" shall mean the occurrence of any of the following events: (i) a change in control of a nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons other than the Executive, the Corporation or Value Partners, Ltd., is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 50% or more of the combined voting power of the Corporation's then outstanding securities; or (iii) during any period of thirty six consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. (e) DATE OF TERMINATION. "Date of Termination" shall mean (i) if the Executive's employment is terminated for Cause, Disability or for Retirement, the date specified in the Notice of Termination, and (ii) if the Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given or as specified in such Notice. For purposes of this Agreement, the Date of Termination shall also mean the date of the occurrence of a Change of Control of the Corporation which shall be determined by the Board of Directors in good faith for purposes of this Agreement. (f) DISABILITY. Termination by the Corporation of the Executive's employment based on "Disability" shall mean termination because of any physical or mental impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan maintained by the Corporation or any subsidiary or, if no such plan applies, which would qualify the Executive for disability benefits under the Federal Social Security System. (g) IRS. "IRS" shall mean the Internal Revenue Service. (h) NOTICE OF TERMINATION. Any purported termination of the Executive's employment by the Corporation for any reason, including without limitation for Cause, Disability or Retirement, or by the Executive for any reason shall be communicated by a written "Notice of Termination" to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given, except in the case of the Corporation's termination of Executive's employment for Cause for which the Date of Termination may be the date of the notice; and (iv) is given in the manner specified in Section 13 hereof. (i) PERSON. "Person" means any individual, trust, partnership, corporation, limited liability company, association, or other legal entity. (j) RETIREMENT. "Retirement" shall mean voluntary termination by the Executive in accordance with the Corporation's retirement policies, including early retirement, generally applicable to the Corporation's salaried employees. (k) SUBSIDIARY. "Subsidiary" shall mean any subsidiary of the Corporation. 2. TERM OF EMPLOYMENT. (a) The Corporation hereby employs the Executive as Chief Executive Officer and Chief Financial Officer of the Corporation, and Executive hereby accepts said employment and agrees to render such services to the Corporation for a period of three (3) years commencing on the date hereof, on the terms and conditions set forth in this Agreement. This Agreement shall, on the third anniversary of the date first above written (the "Expiration Date"), renew automatically, without the action of any party, for an additional three (3) year term unless either the Executive or the Corporation provides to the other written notice of such party's desire that the Agreement not so renew no less than sixty (60) days prior to the Expiration Date. Thereafter, this Agreement shall renew automatically, without the action of any party, for three (3) year terms on each third anniversary of the date first above written ("Extended Expiration Date") unless either party provides written notice to the other of such party's desire that the Agreement not so renew no less than sixty (60) days prior to each Extended Expiration Date. (b) During the term of this Agreement, the Executive shall perform such executive services for the Corporation as is consistent with his title of Chief Executive Officer and Chief Financial Officer and as directed, from time to time, by the Board of Directors. The Executive shall be responsible for the profitability of the Corporation, its financial reporting, strategic planning as well as the supervision of the Corporation's day-to-day operations. The Executive shall devote his full time, attention and energies to the business of the Corporation and shall not, during the term hereof (as described in Section 2(a)), be employed or involved in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, except for (i) volunteer services for or on behalf of such religious, educational, non-profit and/or other eleemosynary organization as Executive may wish to serve, (ii) service as a director of as many as three (3) for-profit business activities, (iii) services as an officer or employee of another for-profit business as permitted by a vote of Board of Directors (without the Executive's participation or vote, if the Executive is a member of the Board), and (iv) such other activities as may be specifically approved by the Board of Directors (without the Executive's participation or vote, if the Executive is a member of the Board). This restriction shall not, however, preclude the Executive from employment in any capacity with Affiliates of the Corporation, nor shall any remuneration from such Affiliates be considered in calculating the Base Salary (as defined in Section 3(a)) due to Executive hereunder. 3. COMPENSATION AND BENEFITS. (a) For services rendered hereunder by the Executive, the Corporation shall compensate and pay Executive for his services during the term of this Agreement at a base salary of three hundred thousand dollars ($300,000.00) per year of this Agreement ("Base Salary"), payable in semi-monthly increments, commencing on a pro-rata basis in calendar year 1999, which Base Salary may be increased (for any future year) from time to time in such amounts as may be determined by the Board of Directors of the Corporation. (b)(i) During the term of the Agreement, Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, including the Corporation's Management Incentive Plan (the "Bonus Plan"), and any other profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Corporation, to the extent commensurate with his then existing duties and responsibilities, as fixed by the Board of Directors of the Corporation. The Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Corporation. Nothing paid to Executive or on his behalf under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of or to reduce the Base Salary payable to Executive pursuant to Section 3(a) hereof. (ii) The Executive shall be immediately qualified to participate in the Bonus Plan upon the signing of this Agreement. Any payment of a bonus to the Executive pursuant to the Bonus Plan will be contingent upon his achievement of performance goals set in advance by Corporation's Board of Directors. Thereafter, (i.e., for the calendar year 2000 and beyond), the performance goals under the Bonus Plan shall be negotiated in good faith and determined by mutual consent of the Executive and the Board of Directors. Bonus Plan awards are incentive-based awards and are granted from a discretionary pool of funds set aside from incremental profits of the Corporation. An award will be granted to the Executive under the Bonus Plan only when, or if, the Executive accomplishes the standards set for him thereunder. (c) During the initial three-year term of the Agreement, the Executive shall be entitled to receive, in the aggregate, options to purchase 300,000 shares of the Corporation's Common Stock pursuant to the terms and conditions of the Corporation's 1998 Stock Option Plan (the "Plan") (the "Options"). The Options shall be granted in three separate, equal, annual installments, each of which shall have a five year term commencing upon the date on which each installment is granted. The Options shall be granted by separate Option Agreements in accordance with the Plan and shall vest in the following matter: (i) Upon commencement of the first year this Agreement (i.e., upon the date of the execution of this Agreement by the Corporation), the Executive shall receive 100,000 options which shall be immediately exercisable at $0.50 per share for a five year term (the "First Year Options"); (ii) Upon commencement of the second year of this Agreement, the Executive shall receive an additional 100,000 options, which shall be vested and immediately exercisable at $0.55 per share for a five year term (the "Second Year Options"). In addition, upon commencement of the second year of this Agreement, the effective exercise price of any unexercised First Year Options shall be increased to $0.55 per share (the "First Year Carry-Over Options"); (iii) Upon commencement of the third year of this Agreement, the Executive shall receive a final installment of 100,000 options, which shall be vested and immediately exercisable at $0.61 per share for a five year term (the "Third Year Options"). In addition, upon commencement of the third year of this Agreement, the effective exercise price of any unexercised First Year CarryOver Options and any unexercised Second Year Options shall be increased to $0.61 per share (all of such unexercised options, collectively, the "Second Year Carry-Over Options"); and (iv) Should the Corporation experience a Change in Control prior to the end of the initial three-year term of this Agreement, all remaining Options, if any, whether or not previously vested, shall be immediately granted and become immediately vested and exercisable at the then-applicable exercise price as provided in Subsections 3(c)(i)-(iii) hereof. (So, for example, if the Change in Control occurs in the second year of this Agreement, all 300,000 options will be immediately granted and become immediately vested and exercisable at $0.55 per share). (d) During the term of this Agreement, Executive shall be entitled to three (3) weeks (15 working days) paid vacation in each calendar year to be taken and determined in accordance with the vacation policies and procedures as established from time to time by the Board of Directors of the Corporation. Executive shall also be entitled to all paid holidays to which similarly situated executives and key management employees of the Corporation are entitled. The Executive shall be entitled to paid leave due to physical illness in each calendar year to be taken and determined in accordance with the policies and procedures as established from time to time by the Board of Directors. Executive shall not be entitled to receive any additional compensation from the Corporation for failure to take a vacation, or failure to use "sick days," nor shall Executive be able to accumulate unused vacation or "sick" time from one year to the next, except to the extent authorized by the Board of Directors of the Corporation or pursuant to the policies of the Corporation. (e) The Executive shall at all times during the period of the Executive's employment under this Agreement be eligible to participate in and to be covered by all plans, if any, effective generally with respect to executives of the Corporation with respect to life insurance, accident insurance, health insurance, hospitalization, disability, and other benefits of whatsoever kind or description, to the extent the Executive is eligible under the terms of such plans, on the same basis as other executives of the Corporation and without restriction or limitation by reason of this Agreement. The Corporation shall maintain coverage for the Executive to the fullest extent possible under the Corporation's Director and Officers Liability Insurance Plan. In addition, the Executive shall be entitled to indemnification for his acts as an executive officer of the Corporation to the fullest extent as provided in the Corporation's Articles of Incorporation and Bylaws and as provided under the corporate law of the State of Nevada. (f) The Corporation shall provide the Executive with secretarial and support staff and suitably furnished offices and conference facilities in New York, New York and in such other location, if any, in which the Executive hereafter is required to perform services on behalf of the Corporation, all of which shall be sufficient for the efficient performance of those duties. The Executive understands and agrees that the office location of the Corporation may be relocated from New York City, New York during the term of this Agreement and agrees to relocate upon the request of the Board of Directors without additional compensation. (g) The Executive shall be entitled to all of the fringe benefits and perquisites of office of whatsoever kind or description made available generally to other executives of the Corporation, including, but not limited to, customary paid holidays, without restriction or limitation by reason of any specific benefit provided for in this Agreement. 4. EXPENSES. The Corporation shall reimburse Executive or otherwise provide for or pay for all reasonable expenses incurred by Executive in furtherance of, or in connection with the business of the Corporation, including, but not by way of limitation, traveling expenses, and all reasonable entertainment expenses, subject to such reasonable documentation and other limitations as may be established by the Board of Directors of the Corporation. The Corporation shall furnish to the Executive a 1998 Infinity QX4 automobile and shall pay for all gas, oil, repairs, maintenance, insurance and other related costs of such vehicle's operation. If any expenses are paid in the first instance by Executive, the Corporation shall reimburse the Executive therefor upon submission of the appropriate documentation therefor. 5. TERMINATION. (a) The Corporation shall have the right, at any time upon prior Notice of Termination, to terminate the Executive's employment hereunder for any reason, including without limitation termination for Cause, Disability or Retirement, and Executive shall have the right, upon prior Notice of Termination, to terminate his employment hereunder for any reason. (b) In the event that (i) Executive's employment is terminated by the Corporation for Cause or (ii) Executive terminates his employment hereunder other than as a result of a Change in Control of the Corporation, Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination. (c) In the event that the Executive's employment is terminated by the Corporation other than for Cause (not including Disability or Retirement or the expiration of this Agreement in accordance with its terms), within six (6) months after the date of this Agreement, the Corporation, upon receipt of a release satisfactory to the Corporation, shall pay to the Executive one year's Base Salary in one lump-sum payment within thirty (30) days after the Date of Termination. In the event that the Executive's employment is terminated by the Corporation other than for Cause (not including Disability or Retirement or the expiration of this Agreement in accordance with its terms) at any time after six (6) months after the date of this Agreement, the Corporation, upon receipt of a release satisfactory to the Corporation, shall pay to the Executive two year's Base Salary in one lump sum payment within sixty (60) days after the Date of Termination. In the event the Executive's employment is terminated pursuant to this Section 5(c), the Corporation shall accelerate the grant date and vesting of all Options, if any, that have not been previously granted as of the Date of Termination ("Accelerated Termination Options"). The Accelerated Termination Options shall become immediately vested and exercisable on the Date of Termination at the then-applicable exercise price as provided in Subsections 3(c)(i)-(iii) hereof. All vested Options shall expire on their stated expiration date and the exercise price of such vested Options as stated in Section 3(c) hereof shall not be altered. 6. MITIGATION; EXCLUSIVITY OF BENEFITS. (a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another corporation after the Date of Termination or otherwise. (b) The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a termination of employment with the Corporation pursuant to employee benefit plans of the Corporation or otherwise. 7. WITHHOLDING. All payments required to be made by the Corporation hereunder to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Corporation may reasonably determine should be withheld pursuant to any applicable law or regulation. 8. NON-SOLICITATION. (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Corporation and accordingly agrees that, during the term of this Agreement and, in the event that the Executive's employment is terminated other than for Cause (not including Disability or Retirement or the expiration of this Agreement in accordance with its terms), for the period during which the Executive receives severance payments pursuant to Section 5(c) hereof, unless otherwise agreed to in writing by the Corporation, the Executive shall not, either directly or indirectly, in any manner or capacity, whether as principal, agent, partner, officer, director, employee, joint venturer, or corporate shareholder or otherwise for the benefit of any Person, (i) render services to, or solicit the rendering of services to, any Person engaged in the Gaming Business within a Restricted Area (each as defined in Section 8(b) hereof), or (ii) solicit the rendering of services to any Person of any kind whatsoever which is then, or has been at any time during a period of one year prior to the Date of Termination of this Agreement a customer, vendor, supplier, competitor, employee, agent or representative of the Corporation or any of its Subsidiaries in any manner which interferes or might interfere with the relationship of the Corporation with such Person, or in an effort to obtain such Person as a customer, supplier, vendor, employee, agent or representative of any business in competition with the Corporation, or (iii) for a period of two years (2) following the Date of Termination, hire or participate in the hiring by any Person of an employee of the Corporation or any of its Subsidiaries. (b) During the term of this Agreement and for a period of two (2) years following the Date of Termination, without the written consent of the Corporation (which may be withheld in its sole discretion) the Executive shall not, directly or indirectly, through majority equity ownership or otherwise, own, operate or make any direct or indirect loan, advance, lease, or other extension of credit, or capital contribution to, or purchase or acquire any capital stock or indebtedness or similar instrument of, or make any type of majority equity investment (including investments in securities or instruments convertible into, exchangeable for or exercisable for equity securities) (an "Investment") in or act in any manner or capacity whether as a principal, agent, partner, officer, director, shareholder, employee, joint venturer or otherwise, directly or indirectly for any Person engaged in any casino-style gaming or related gaming enterprise (a "Gaming Business") within a 500 kilometer radius of any of the casino locations of the Corporation or any Affiliate therefore as of the term of this Agreement or the Date of Termination (as the case may be) (the "Restricted Area"). (c) It is expressly understood and agreed that although the Executive and the Corporation consider the restrictions contained in Sections 8(a) and 8(b) of this Agreement reasonable for the purpose of preserving for the Corporation its goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) or 8(b) of this Agreement is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Section 8(a) or 8(b) (as the case may be) of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. 9. DISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive acknowledges that the Corporation's trade secrets, as they may exist from time to time, and confidential information concerning its programs, technical information, service procedures, business plans and promotion techniques, are valuable, special and unique assets of the Corporation. In light of the highly competitive nature of the industry in which the Corporation's business is conducted, the Executive agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Executive shall be considered confidential information. Executive agrees that he will not disclose any of such secrets, processes or information to any Person or other entity for any reason or purpose whatsoever, except as necessary in the performance of his duties as an employee of the Corporation or as may otherwise be required by the under applicable federal and state law or in compliance with any lawfully served process, nor shall the Executive make use of any such secrets, processes or information (other than information in the public domain) for his own purposes or for the benefit of himself, any Person or other entity (except the Company and its subsidiaries) under any circumstances, during the term of this Agreement for a period of three (3) years after the Date of Termination. The provisions contained in this Section 9 shall also apply to information obtained by the Executive with respect to any future Subsidiary or Affiliate of the Corporation. 10. BUSINESS INFORMATION. Upon the termination of his employment with the Corporation, Executive (or, as appropriate, his personal representatives) shall deliver to the Corporation (without retaining copies of the same), all plans, codes, designs, correspondence, records, documents, accounts and papers of any description and stored on any media (electronic or otherwise) and any other property of the Corporation within the possession or under the control of Executive (or, as appropriate, his personal representatives) and relating to the affairs and business of the Corporation, whether drafted, created or compiled by Executive or received by Executive from other individuals or entities (whether employees of, or affiliated with, the Corporation). 11. REMEDIES. The Executive acknowledges and agrees that the Corporation's remedy at law for a breach or threatened breach of any of the provisions of Section 8, Section 9 or Section 10 of this Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by the Executive of any of the provisions of Section 8, Section 9 or Section 10 of this Agreement, it is agreed that, in addition to any remedy at law, the Corporation shall be entitled to without posting any bond, and the Executive agrees not to oppose the Corporation's request in the nature of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable relief or remedy which may then be available, provided, however, nothing herein shall be deemed to relieve the Corporation of its burden to prove grounds warranting such relief nor preclude the Executive from contesting such grounds or facts in support thereof. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach. 12. ASSIGNABILITY. The Corporation shall assign this Agreement and its rights and obligations hereunder, including all obligations owed by the Company to the Executive pursuant to Section 3 herein, in whole, but not in part, to any Affiliate or Subsidiary or to any Person with or into which the Corporation may hereafter merge or consolidate or to which the Corporation may transfer all or substantially all of its assets, and if in any such case said Person shall by operation of law or expressly in writing assume all obligations of the Corporation hereunder as fully as if it had been originally made a party hereto. Failure of such person to assume the Corporation's obligations hereunder shall be a material breach of this Agreement and shall entitle the Executive to compensation as set forth in Section 5(c) herein. As used in this Agreement, the term "Corporation" shall mean the Corporation as hereinbefore defined and any successor to or assign of its business and/or assets. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder except with respect to death or Disability benefits payable hereunder or pursuant to plans of the Corporation. 13. APPROVALS. In the event that any rights granted to the Executive under Section 3 of this Agreement are greater than such rights as he may otherwise be entitled to under the Plan or the Bonus Plan, the terms of this Agreement shall control and take precedence over the Plan and/or the Bonus Plan, as the case may be. The Company hereby represents and agrees that it shall obtain all necessary approvals required in connection with its obligations hereunder, including such approvals as may be required from the Company's Compensation Committee under the terms of the Plan and the Bonus Plan. 14. NOTICE. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: To the Corporation: Board of Directors Trans World Gaming Corp. One Penn Plaza, Suite 1503 New York, New York 10119 and With a copy to: Elias, Matz, Tiernan & Herrick L.L.P. 734 15th Street, N.W. Washington, D.C. 20005 Attn: Timothy B. Matz, Esq. To the Executive: Rami S. Ramadan 65 Woodlawn Avenue New Rochelle, New York 10804 and With a copy to: Phillips, Lytle, Hitchcock, Blaine & Huber, LLP 437 Madison Avenue New York, New York 10022 Attn: Claude D. Montgomery, Esq. 15. AMENDMENT; WAIVER. This Agreement shall be effective as of the date first written above. This Agreement represents the entire agreement of the parties relating to subject matter hereof. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such director or directors or officer or officers as may be specifically designated by the Board of Directors of the Corporation to sign on its behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time. 16. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. 17. NATURE OF OBLIGATIONS. The obligations of the Corporation hereunder are unsecured and nothing contained herein shall create or require the Corporation to create a trust of any kind to fund any benefits which may be payable hereunder. 18. INTERPRETATION AND HEADINGS. This Agreement shall be interpreted in order to achieve the purposes for which it was entered into. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 19. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. With respect to Section 8 of this Agreement, in the event any court of competent jurisdiction determines that such provisions are unreasonable or contrary to law with respect to their time or geographic restriction, or both, the parties hereto authorize such court to substitute restrictions as it deems appropriate without invalidating such paragraph or this Agreement. 20. BINDING AGREEMENT. This Agreement shall inure to the benefit of, and be enforceable by, the parties hereto and their respective personal representative, distributes, devisees, legatees, executors, administrators, heirs, successors and assigns. 21. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed on the 12th day of July, 1999. ATTEST: TRANS WORLD GAMING CORP. /s/ Maureen Weppler BY: /s/ Stanley Kohlenberg - ----------------------- -------------------------- Stanley Kohlenberg Chief Executive Officer ATTEST: EXECUTIVE /s/ Maureen Weppler BY: /s/ Rami S. Ramadan - ----------------------- -------------------------- Rami S. Ramadan EX-10.2 3 EXHIBIT 10.2 EXHIBIT 10.2 KOHLENBERG SEVERANCE AGREEMENT SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made as of June 23, 1999, by and between Trans World Gaming Corp. (the "Company") and Stanley Kohlenberg (the "Executive"). WITNESSETH WHEREAS, the Executive previously was employed as a consultant to the Company pursuant to the provisions of a consulting agreement dated January 1, 1997, and amended February 28, 1997, between the Company and the Executive (the "Consulting Agreement") (which Consulting Agreement expired on March 31, 1999) and has further served the Company as its Chief Executive Officer pursuant to the terms of a Board Resolution passed on September 25, 1998 (the "Resolution"); WHEREAS, since September 25, 1998, the Executive has continued to serve as Chief Executive Officer in accordance with the terms of the Resolution; WHEREAS, the Board of Directors of the Company and the Executive have agreed to terminate the services of the Executive (the "Termination"); WHEREAS, the Company and the Executive have agreed that the Executive's employment shall be terminated as of June 30, 1999; and WHEREAS, the Company and the Executive wish to enter into this Agreement in order to set forth and memorialize the obligations of the Company and the Executive in connection with the Termination. NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. TERMINATION. The Company and the Executive agree to the Termination. The Executive shall be deemed to have been terminated effective upon the employment by the Company of a new Chief Financial Officer, Chief Executive Officer, or an equivalent position (the "Termination Date"). On and after the Termination Date, all of the rights and responsibilities of each of the Company and the Executive resulting from and with respect to the Termination shall be solely as set forth in this Agreement. 2. PAYMENTS AND BENEFITS TO THE EXECUTIVE. In consideration of the covenants and the other terms and conditions of this Agreement for the benefit of the Company, the Company agrees and covenants to provide the following to the Executive, or to the estate, heirs, devisees or assigns of the Executive should he die before the Company fulfills all of its obligations set forth in this Section 2: A. The Company agrees to pay to the Executive his current salary, in equal semi-monthly payments, through December 31, 1999 (the "Severance Payments"). Except for director's fees or other fees and expenses separately negotiated by and between the Executive and the Company, during the period that the Executive receives the Severance Payments, he shall not be entitled to receive any fees for the services he renders hereunder to the Company in connection with his obligations set forth in Section 3 hereof. B. Executive will continue to participate, on the same basis as he had participated prior to the Termination Date in all life, health, disability and accident plans in which he participated on the date immediately prior to the Termination Date through December 31, 1999. C. In addition to the Severance Payments, on the Termination Date, the Company shall pay to the Executive $15,000, in a lump-sum payment, which amount represents 4 weeks of paid vacation time. D. The Executive currently owns the following options to purchase common stock of the Company:
EXERCISE EXPIRATION NUMBER PRICE DATE ------ ------- ----- 1,000 $ 3.13 May 21, 2000 25,000 $ 1.44 March 6, 2001 75,000 $ 1.00 December 30, 2002 1,000 $ 1.00 March 30, 2002 1,000 $ 0.56 June 29, 2002 1,000 $ 0.35 September 29, 2002 1,000 $ 0.30 December 30, 2002 1,000 $ 0.63 March 30, 2003 1,000 $ 0.46 June 29, 2003 1,000 $ 0.31 September 29, 2003 25,000 $ 0.24 December 30, 2003
For so long as the Executive continues to serve the Company as a director, the terms of each of the Option Agreements by and between the Company and the Executive dated May 22, 1995, March 7, 1996, December 31, 1996, March 31, 1997, June 30, 1997, September 30, 1997, December 31, 1997, March 31, 1998, June 30, 1998, September 30, 1998, and December 31, 1998, (the "Option Agreements") shall continue in full force and effect and the options granted thereunder will expire only in accordance with such terms. E. Nothing in this Agreement shall affect the Executive's rights to indemnification as provided in the Company's Articles of Incorporation or Bylaws or under the corporate law of the State of Nevada nor his rights to obtain continued coverage under the Company's directors and officers liability insurance policy, as in effect from time to time. 3. MUTUAL RELEASE. A. In consideration of the covenants and the other terms and conditions of this Agreement, the Executive agrees and covenants, on behalf of himself, his heirs and personal representatives, to release completely and forever discharge the Company from any and all charges, claims and actions relating to or otherwise arising out of the Executive's employment by, or the termination of his employment with, the Company for all periods of time up to and including June 30, 1999 [THE TERMINATION DATE]. The Executive has not brought any such charges, claims or actions to the attention of or against the Company before signing this Agreement, and the Executive covenants not bring any such charges, claims or actions against the Company in the future, other than charges, claims or actions relating to the Company's obligations under this Agreement. If the Executive violates the provisions of this Section 4.A. by filing or bringing any such charges, claims or actions (other than charges, claims or actions relating to the Company's obligations under this Agreement for which the Company agrees to pay all actual and direct costs including reasonable attorney's fees and expenses incurred by the Executive in bringing such charge, claim or action if the Executive succeeds on the merits of such charge, claim or action) in a court of competent jurisdiction contrary to this Section 4.A, then, in addition to any other rights and remedies that the Company may have, the Executive agrees promptly return all Severance Payments received from the Company and to pay all actual and direct costs of the Company in defending against such charges, claims or actions brought by the Executive or on his behalf, including reasonable attorney's fees and expenses. As referred to in this Section 4.A (as well as for purposes of Sections 4.B and 4.C below), the term "Company" includes any of its current or future subsidiaries and affiliates, their respective successors and assigns, and all of their respective past, present and future controlling persons, directors, officers, representatives, shareholders, agents, employees, noteholders and their respective heirs, personal representatives, successors and assigns, or any of them. B. In consideration of the covenants and the other terms and conditions of this Agreement, the Company agrees and covenants to release completely and forever discharge the Executive from any and all charges, claims and actions (except for fraud and criminal acts committed in his official capacity as a director and/or officer) relating to or otherwise arising out of the Executive's employment with the Company for all periods of time up to and including June 30, 1999 [THE TERMINATION DATE]. The Company has not brought any such charges, claims or actions to the attention of or against the Executive before signing this Agreement, and the Company covenants not bring any such charges, claims or actions against the Executive in the future, other than charges, claims or actions relating to the Executive's express obligations under this Agreement. If the Company violates the provisions of this Section 4.B by filing or bringing any such charges, claims or actions (other than charges, claims or actions relating to the Executive's obligations under this Agreement, for which the Executive agrees to pay all actual and direct costs including reasonable attorney's fees and expenses incurred by the Company in bringing such charge, claim or action if the Company succeeds on the merits of such charge, claim or action) in a court of competent jurisdiction contrary to this Section 4.B, then, in addition to any other rights and remedies that the Executive may have, the Company agrees to pay all actual and direct costs of the Executive in defending against such charges, claims or actions brought by the Company, including reasonable attorney's fees and expenses. C. The Executive hereby specifically and unconditionally releases the Company from any and all claims that the Executive may have against any of them and that arose on or before the date of this Agreement under any federal or state law, regulation or policy, including but not limited to the Federal Age Discrimination in Employment Act (the "ADEA"), as well as any claim attributable to the Company's solicitation of the Executive's consent to the terms of this Agreement, and further acknowledges and represents that: i. the Executive waives his claims under ADEA knowingly and voluntarily in exchange for the commitments made herein by the Company, and that certain of the benefits provided thereby constitute consideration of value to which the Executive would not otherwise have been entitled; ii. the Executive consulted an attorney in connection with this Agreement; iii. the Executive has been given a period of 21 days within which to consider the terms hereof; iv. the Executive may revoke the waiver of ADEA claims set forth in this Section 4.B for a period of 7 days following the execution of this Agreement and the Executive's waiver of ADEA claims hereunder shall not become effective until the revocation period has expired; v. if the Executive revokes the waiver of ADEA claims in accordance with subsection (iv) above, then the Executive shall cease to receive any and all of the payments and benefits specified in Section 2 hereof, but such revocation shall not be effective with respect to the remainder of this Agreement and the consideration received by the Executive prior to the revocation shall be valid and adequate consideration with respect to the remainder of this Agreement; and vi. this Agreement complies in all respects with Section 7(f) of ADEA and the waiver provisions of the Federal Older Worker Benefit Protection Act. 4. CONFIDENTIALITY. The Executive and the Company agree that they will keep the terms and conditions of this Agreement confidential (except as disclosure may otherwise be required by the Company in connection with its obligations under federal and state securities laws as a publicly owned company), and that all discussions and announcements that the Executive and the Company have with employees, shareholders, noteholders and bondholders of the Company and any and all other persons or parties shall be wholly consistent with the terms of the mutually agreed upon press release or Form 8-K which is attached hereto as EXHIBIT A. Executive shall support the current and new management of the Company and will use his best efforts to efficiently and effectively transition the Company to its new management. The Executive shall refrain, to the extent permitted by law, from taking or assisting others in taking any actions that reasonably could be expected to diminish the perceived market value of the Company or undermine the efforts of the Company's management to manage the Company's operations. 5. NONCOMPETITION. For so long as the Executive receives Severance Payments, the Executive hereby covenants and agrees that the Executive (and any person or entity controlled by, under common control with or controlling the Executive) will not, without the prior written consent of the Company (which consent shall not unreasonably be withheld, conditioned or delayed) directly or indirectly be associated as an officer, director or greater than 5% shareholder, employee, consultant, agent or representative to or with any person or entity engaged in the casino or gaming business in an area within a 100-mile radius of any existing casino owned on the Termination Date by the Company. The Executive agrees that if he commits or threatens to commit a breach of any of the provisions of this Section 6, the Company shall have the right and remedy to have the provisions of this Section 6 specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause immediate irreparable injury to the Company and that money damages will not provide an adequate remedy at law for any such breach or threatened breach, PROVIDED HOWEVER, that the Company shall first submit written notice to the Executive that it intends to invoke its rights as set forth in this Section 6 and the Executive shall have 20 days in which to cure his breach or threatened breach. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the provisions of, or covenants contained in, this Section 6 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalid portions or the unenforceability in such other jurisdiction, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic scope of such provision or covenants and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such court shall not affect the enforceability of this Section 6 in any other jurisdiction. 6. NONINTERFERENCE. For a period of 1 year following the Termination Date, without the written consent of the Company, whose consent will not unreasonably be withheld, conditioned or delayed, the Executive shall not, directly or indirectly, for whatever reason, whether for his own account or for the account of any other person or entity: (i) solicit, employ or otherwise interfere with any of the Employer's existing contracts or relationships with any investor, customer, affiliate, employee, officer, director, supplier or any independent contractor performing services or providing goods to the Company and reasonably known to the Executive on and as of the Termination Date, whether the such person or entity is employed by or associated with the Company on the Termination Date; (ii) solicit or otherwise interfere with any existing or proposed contract reasonably known to the Executive on the Termination Date between the Company and any other party whatsoever; (iii) except in connection with his role as a director of the Company or in the course of providing post-Termination services, contact employees of the Company regarding the business or operations of the Company, provided, however, that nothing in this Agreement shall affect the Executive's ability to (x) contact employees of the Company with respect to affairs of a personal or social nature or (y) except in connection with his role as a director of the Company or in the course of providing post-Termination services under Section 3 hereof, converse with any of Messrs. Tottenham, Baker, Sterrett, or Heurtematte regarding the status of the Executive's severance benefits as set forth in Section 2 of this Agreement; or (iv) except in connection with his role as a director of the Company or in the course of providing post-Termination services under Section 3 hereof, contact Value Partners, Ltd. or U.S. Bancorp Libra Investments (or any of their investors who are holders of debt or equity instruments issued by the Company as of the date hereof). 7. COVENANT NOT TO DISCLOSE. The Executive hereby agrees that he possesses certain data and knowledge of operations of the business of the Company which are proprietary in nature and confidential. The Executive hereby covenants and agrees that he will not, at any time after the Termination Date, reveal, divulge or make known to any person or use for his own account or for the account of any other person or entity, any confidential or proprietary record, data, trade secret, financial information, intellectual property, business know-how, personnel policy, customer list of the Company as of the Termination Date, or any other confidential or proprietary information whatsoever relating to the Company, whether or not obtained with the knowledge and permission of the Company (exclusive of any information which at the time of disclosure generally is available to and known by the public, other than as a result of any unauthorized disclosure by the Executive). The Executive further covenants and agrees that he shall not divulge any such confidential or proprietary information that he may acquire during any transition period in which he assists or consults with the Company to facilitate the transition to new management and the continued success of the business of the Company. 8. CERTAIN ACTIONS. The Executive hereby agrees and covenants that from the date of this Agreement until June 30, 1999: A. The Executive shall not directly or indirectly solicit or encourage any person who is an associate or affiliate of the Executive to solicit proxies or consents in opposition to any proposal submitted by the Company's Board of Directors to a vote of the Company's shareholders. B. The Executive shall not, nor shall he encourage any person who is an associate or affiliate of the Executive to (i) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any proposal submitted by the Company's management to a vote of the Company's shareholders, or (ii) join with or assist any person or entity, directory or indirectly, in supporting or endorsing, or make any statement in favor of, any proposal submitted to a vote of the Company's shareholders that is opposed by Company's Board of Directors. 9. BINDING AGREEMENT; TERMINATION. This Agreement shall be binding upon and inure to the benefit of any successor to the Company (whether direct or indirect, by purchase, merger or consolidation, by operation of law, or otherwise) or any person which acquires all or substantially all of the assets of the Company or any assignee of the Company (collectively "Successor"), and the Company will require any Successor to expressly assume and agree to perform and carry out the obligations of this Agreement and any instrument executed by the Company hereunder in the same manner and to the same extent as the Company. This Agreement shall also be binding on and inure to the benefit of Executive and is not assignable by the Executive. This Agreement shall terminate upon the death of Executive and his heirs and beneficiaries shall have the right to receive all of the compensation under Section 2 which is due the Executive hereunder. 10. WITHHOLDING. All payments required to be made by the Company hereunder to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law and regulation. 11. MITIGATION. The Executive shall not be required to mitigate the amount of any payments or other benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another employer. 12. REPRESENTATION. The Company and the Executive represent that they have reviewed this Agreement, and that each of them is fully aware of the content of this Agreement and of its legal effect, and acknowledge that this is a legally valid and binding obligation of the parties. 13. AMENDMENT AND WAIVER. The terms of this Agreement may not be modified other than in a writing signed by both parties. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition for the future or as to any act other than that specifically waived. 14. NOTICES. All notices, demands, consents or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given when: (i) personally delivered, or (ii) sent postage prepaid by registered or certified mail, return receipt requested, such receipt showing delivery to have been made, or (iii) sent overnight by prepaid receipt courier addressed as follows: If to Executive: Stanley Kohlenberg Two Beekman Place New York, New York 10022 If to the Company: Trans World Gaming Corp. One Penn Plaza Suite 1503 New York, New York 10119 Attention: Maureen Weppler Secretary 15. ENTIRE AGREEMENT. This Agreement incorporates the entire understanding among the parties relating to the subject matter hereof, recites the sole consideration for the promises exchanged and supercedes any prior agreements, written or oral, between the Company and the Executive with respect to the subject matter hereof. In reaching this Agreement, no party has relied upon any representation or promise except those set forth herein. 16. INVALID PROVISIONS: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent that applicable federal law preempts the laws of the State of New York. [SIGNATURES APPEAR ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Release as of the day and year first above written. WITNESS: TRANS WORLD GAMING CORP. /s/ Maureen Weppler /s/ Julio E. Heurtematte, Jr. - --------------------- ----------------------------- Director STANLEY KOHLENBERG /s/ Maureen Weppler /s/ Stanley Kohlenberg - --------------------- ----------------------------- EX-10.3 4 EXHIBIT 10.3 EXHIBIT 10.3 VALENZANO SEVERANCE AGREEMENT SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made as of July 12, 1999, by and between Trans World Gaming Corp. (the "Company"), TWG Finance Corp. ("TFC"), TWG International U.S. Corporation ("TWGI"), Trans World Gaming of Louisiana, Inc. ("TWGLa") (the Company, TFC, TWGI and TWGLa are collectively referred to herein as the "Employers") and Dominick J. Valenzano (the "Executive"). WITNESSETH WHEREAS, the Executive previously was employed as Chief Financial Officer of the Company pursuant to the provisions of an employment agreement dated September 27, 1994 between the Company and the Executive (the "Employment Agreement") (which Employment Agreement expired prior to the date hereof); WHEREAS, the Executive has continued to serve as Chief Financial Officer of the Company on an at-will basis following the expiration of the Employment Agreement; WHEREAS, the Executive served as a Director and was employed as Vice President, Chief Financial Officer and Treasurer of each of the Company, TFC, TWGI and TWGLa pursuant to a Board Resolution of each of such Company since September 2, 1994, March 1, 1998, March 1, 1998 and September 2, 1994, respectively (the "Start Dates"); WHEREAS, the Boards of Directors of the Employers and the Executive have agreed to terminate the services of the Executive (the "Termination"); WHEREAS, the Employers and the Executive have agreed that all of the Executive's employment services to each of the Company, TFC, TWGI and TWGLa shall be terminated as of July 31, 1999; and WHEREAS, the Employers and the Executive wish to enter into this Agreement in order to set forth and memorialize the obligations of the Employers and the Executive in connection with the Termination. NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. TERMINATION. The Employers and the Executive agree to the Termination. The Executive shall be deemed to have been terminated upon the first to occur of (i) the date upon which the Executive commences employment with another employer or (ii) the employment by the Employers of a new Chief Financial Officer, Chief Executive Officer, or an equivalent position (the "Termination Date"). On and after the Termination Date, all of the rights and responsibilities of each of the Employers and the Executive resulting from and with respect to the Termination shall be solely as set forth in this Agreement. 2. PAYMENTS AND BENEFITS TO THE EXECUTIVE. In consideration of the covenants and the other terms and conditions of this Agreement for the benefit of the Employers, the Employers agree and covenant to provide the following to the Executive: A. The Employers agree to pay to the Executive an aggregate of sixty thousand dollars and no cents ($60,000.00) in severance payments (which amount is equal to six months of the Executive's salary as such salary existed at and as of January 1, 1999) (the "Severance Payments"), such amount to be paid in twelve equal semi-monthly payments in such manner as Executive's salary would have been paid to him had he continued to be employed through January 31, 2000 [DATE THAT IS SIX MONTHS AFTER THE TERMINATION DATE]. During the period that commences on the Termination Date and ends on the date that is six months thereafter, the Executive shall not be entitled to receive any fees for services he might render to the Employers in connection with his obligations set forth in Section 3.A hereof. B. The Executive will continue to participate, on the same basis as he had participated prior to the Termination Date in all life, health, disability and accident plans in which he participated on the date immediately prior to the Termination Date through January 31, 2000 [DATE THAT IS SIX MONTHS AFTER THE TERMINATION DATE]. After such date, the Executive shall be entitled to receive any health insurance benefits as provided under applicable federal and/or state law (e.g., COBRA). C. No later than fifteen days after the Termination Date, the Employers agree to pay to the Executive, in a lump-sum payment, all accrued and unpaid vacation time as of the Termination Date. D. The Executive currently owns the following options to purchase common stock of the Company:
EXERCISE EXPIRATION NUMBER PRICE DATE ------ ------- ----- 20,000 $ 3.13 May 21, 2000 50,000 $ 1.00 December 31, 2001 50,000 $ 0.30 December 30, 2002 25,000 $ 0.24 December 30, 2003
Pursuant to Section 13 of the Option Agreements by and between the Company and the Executive dated May 22, 1995, December 31, 1996, December 31, 1997 and December 31, 1998, and in accordance with Section 7(g) of the 1993 Incentive Stock Option Plan pursuant to which said options were granted, the Executive shall have the right to exercise all such options at any time or from time to time, until October 31, 1999 [DATE WHICH IS 3 MONTHS AFTER THE TERMINATION DATE] (the "Option Exercise Deadline"). After the Option Exercise Deadline, all unexercised options shall expire and shall not be exercisable by the Executive. E. If the Executive has not commenced employment with another employer during the six-month period following the Termination Date, the Employers shall reimburse the Executive for the fees and expenses of one or more providers of outplacement counseling services, selected by the Executive, up to an aggregate amount of $5,000 for services provided to the Executive in connection with his Termination. Such reimbursement shall be made within 10 business days after the receipt by the Employers of an itemized invoice from such provider(s). F. Nothing in this Agreement shall affect the Executive's rights to indemnification as provided in the Articles of Incorporation or Certificate of Incorporation (as the case may be) or Bylaws of the respective Employers or as provided under the applicable corporate law for the state of incorporation for each of the Employers. 3. OBLIGATIONS OF THE EXECUTIVE. A. During the period that is six months following the Termination Date, the Executive shall use his best efforts to assist the Employers in the efficient and effective transition to new management. Executive shall use his best efforts to respond to questions asked of him by Julio E. Heurtematte, or Mr. Huertematte's designated representative or by the new Chief Executive Officer (or a similarly titled individual), in as timely and professional manner and at a level of proficiency that is no less than the level at which he performed prior to the Termination Date , PROVIDED HOWEVER, that any such requests may not interfere with or otherwise hinder the Executive's responsibilities and duties to any other employer. A portion of this Agreement may be terminated by the Employers for cause and, if so terminated, all obligations of the Employers to make further payments or provide additional benefits under Section 2 shall immediately cease and the consideration received by the Executive prior to such termination shall be valid and adequate consideration with respect to the remainder of this Agreement. For purposes of this Agreement, termination "for cause" shall mean termination because of willful misconduct, breach of fiduciary duty owed to the Employers which results in improper personal profit to the Executive, intentional failure to respond to any reasonable requests for information made and mutually agreed to by both parties pursuant to this Agreement, which failure is not reasonably cured within 20 days after receipt of written notice from the Employers, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. B. Upon request by the Company, the Executive shall, within 5 days after such request, return to the Company the 1998 Infinity QX4 automobile currently provided to the Executive by the Employers, together with all keys, the certificate of title, insurance documents and other written material relating to the use of such automobile that the Executive may have in his possession. The Executive shall relinquish possession of the vehicle to an authorized representative of the Company at a mutually acceptable location. Upon return of the automobile to the Employers, the Employer's agree to release the Executive from any and all personal obligations included in the lease of said automobile. 4. MUTUAL RELEASE. A. In consideration of the covenants and the other terms and conditions of this Agreement, the Executive agrees and covenants, on behalf of himself, his heirs and personal representatives, to release completely and forever discharge the Employers from any and all charges, claims and actions relating to or otherwise arising out of the Executive's employment by, or the termination of his employment with, the Employers for all periods of time up to and including July 31, 1999 [THE TERMINATION DATE]. The Executive has not brought any such charges, claims or actions to the attention of or against the Employers before signing this Agreement, and the Executive covenants not bring any such charges, claims or actions against the Employers in the future, other than charges, claims or actions relating to the Employers' express obligations under this Agreement. If the Executive violates the provisions of this Section 4.A by filing or bringing any such charges, claims or actions (other than charges, claims or actions relating to the Employers' obligations under this Agreement, for which the Employers agree to pay all actual and direct costs including reasonable attorney's fees and expenses incurred by the Executive in bringing such charge, claim or action if the Executive is successful on the merits of such charge, claim or action) in a court of competent jurisdiction contrary to this Section 4.A, then, in addition to any other rights and remedies that the Employers may have, the Executive agrees to promptly return all Severance Payments received from the Employers and to pay all actual and direct costs of the Employers in defending against such charges, claims or actions brought by the Executive or on his behalf, including reasonable attorney's fees and expenses. As referred to in this Section 4.A (as well as for purposes of Sections 4.B and 4.C below), the term "Employers" includes any of their current or future subsidiaries and affiliates, their respective successors and assigns, and all of their respective past, present and future controlling persons, directors, officers, representatives, shareholders, agents, employees, noteholders, and their respective heirs, personal representatives, successors and assigns, or any of them. B. In consideration of the covenants and the other terms and conditions of this Agreement, the Employers agree and covenant to release completely and forever discharge the Executive from any and all charges, claims and actions (except for fraud and criminal acts committed in his official capacity as a director and/or officer) relating to or otherwise arising out of the Executive's employment with the Employers for all periods of time commencing upon the Start Dates up to and including July 31, 1999 [THE TERMINATION DATE]. None of the Employers has brought any such charges, claims or actions to the attention of or against the Executive before signing this Agreement, and the Employers covenant not bring any such charges, claims or actions against the Executive in the future, other than charges, claims or actions relating to the Executive's express obligations under this Agreement. If the Employers violate the provisions of this Section 4.B by filing or bringing any such charges, claims or actions (other than charges, claims or actions relating to the Executive's obligations under this Agreement, for which the Executive agrees to pay all actual and direct costs including reasonable attorney's fees and expenses incurred by the Employers in bringing such charge, claim or action if the Employers succeed on the merits of such charge, claim or action) in a court of competent jurisdiction contrary to this Section 4.B, then, in addition to any other rights and remedies that the Executive may have, the Employers agree to pay all actual and direct costs of the Executive in defending against such charges, claims or actions brought by the Employer, including reasonable attorney's fees and expenses. C. The Executive hereby specifically and unconditionally releases the Employers from any and all claims that the Executive may have against any of them and that arose on or before the date of this Agreement under any federal or state law, regulation or policy, including but not limited to, the Federal Age Discrimination in Employment Act (the "ADEA"), as well as any claim attributable to the Employers' solicitation of the Executive's consent to the terms of this Agreement, and further acknowledges and represents that: i. the Executive waives his claims under ADEA knowingly and voluntarily in exchange for the commitments made herein by the Employers, and that certain of the benefits provided thereby constitute consideration of value to which the Executive would not otherwise have been entitled; ii. the Executive consulted an attorney in connection with this Agreement; iii. the Executive has been given a period of 21 days within which to consider the terms hereof; iv. the Executive may revoke the waiver of ADEA claims set forth in this Section 4.B for a period of 7 days following the execution of this Agreement and the Executive's waiver of ADEA claims hereunder shall not become effective until the revocation period has expired; v. if the Executive revokes the waiver of ADEA claims in accordance with subsection (iv) above, then the Executive shall cease to receive any and all of the payments and benefits specified in Section 2 hereof, but such revocation shall not be effective with respect to the remainder of this Agreement and the consideration received by the Executive prior to the revocation shall be valid and adequate consideration with respect to the remainder of this Agreement; and vi. this Agreement complies in all respects with Section 7(f) of ADEA and the waiver provisions of the Federal Older Worker Benefit Protection Act. 5. CONFIDENTIALITY. The Executive and the Employers agree that they will keep the terms and conditions of this Agreement confidential (except as disclosure may otherwise be required by the Company in connection with its obligations under federal and state securities laws as a publicly owned company), and that all discussions and announcements that the Executive and the Employers have with employees, shareholders, noteholders and bondholders of the Company and any and all other persons or parties shall be wholly consistent with the terms of the mutually agreed upon press release or Form 8-K, which is attached hereto as EXHIBIT A. The Executive shall reasonably support the current and new management of the Employers and will use his best efforts to efficiently and effectively transition the Company to its new management. The Executive shall refrain, to the extent permitted by law, from taking or assisting others in taking any actions that reasonably could be expected to diminish the perceived market value of the Company or undermine the efforts of the Employers' management to manage the Employers' operations. The Employers agree that they will not intentionally take any actions that would prevent the Executive from seeking or securing new employment and that any and all announcements or responses to requests for information regarding the Executive's employment and Termination shall be wholly consistent with the terms of the mutually agreed upon press release or Form 8-K. 6. NONCOMPETITION. For so long as the Executive receives Severance Payments, the Executive hereby covenants and agrees that the Executive (and any person or entity controlled by, under common control with or controlling the Executive) will not, without the prior written consent of the Employers (which consent shall not unreasonably be withheld, conditioned or delayed) directly or indirectly be associated as an officer, director or greater than 5% shareholder, employee, consultant, agent or representative to or with any person or entity engaged in the casino or gaming business in an area within a 100-mile radius of any existing casino owned on the Termination Date by the Employers. The Executive agrees that if he commits or threatens to commit a breach of any of the provisions of this Section 6, the Employers have the right and remedy to have the provisions of this Section 6 specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause immediate irreparable injury to the Employers and that money damages will not provide an adequate remedy at law for any such breach or threatened breach, PROVIDED HOWEVER, that the Employers shall first submit written notice to the Executive that they intend to invoke the rights set forth in this Section 6 and the Executive shall have 20 days in which to cure his breach or threatened breach. Such right and remedy of the Employers shall be in addition to, and not in lieu of, any other rights and remedies available to the Employers at law or in equity. If any of the provisions of or covenants contained in this Section 6 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalid portions or the unenforceability in such other jurisdiction, and the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic scope of such provision or covenants and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such court shall not affect the enforceability of this Section 6 in any other jurisdiction. 7. NONINTERFERENCE. For a period of 1 year following the Termination Date, without the written consent of the Employers whose consent will not unreasonably be withheld, conditioned or delayed, the Executive shall not, directly or indirectly, for whatever reason, whether for his own account or for the account of any other person or entity: (i) solicit, employ or otherwise interfere with any of the Employer's existing contracts or relationships with any investor, customer, affiliate, employee, officer, director, supplier or any independent contractor performing services or providing goods to the Employers and reasonably known to the Executive on and as of the Termination Date, whether the such person or entity is employed by or associated with the Employers on the Termination Date; (ii) solicit or otherwise interfere with any existing or proposed contract reasonably known to the Executive on the Termination Date between the Employers and any other party whatsoever; (iii) other than in his role of providing post-Termination services under Section 3A hereof and then only as directed by Company management, contact employees of the Company regarding the business or operations of the Company, provided, however, that nothing in this Agreement shall affect the Executive's ability to (x) contact employees of the Company with respect to affairs of a personal or social nature or (y) other than in his role of providing post-Termination services under Section 3A hereof and then only as directed by Company management, converse with any of Messrs. Tottenham, Kohlenberg, Baker, Sterrett, or Heurtematte regarding the status of the Executive's severance benefits as set forth in Section 2 of this Agreement; or (iv) other than in his role of providing post-Termination services and then only as directed by Company management, contact Value Partners, Ltd. or U.S. Bancorp Libra Investments (or any of their investors who are holders of debt or equity instruments issued by the Company as of the date hereof). 8. COVENANT NOT TO DISCLOSE. The Executive hereby agrees that he possesses certain data and knowledge of operations of the business of the Employers which are proprietary in nature and confidential. The Executive hereby covenants and agrees that he will not, at any time after the Termination Date, reveal, divulge or make known to any person or use for his own account or for the account of any other person or entity, any confidential or proprietary record, data, trade secret, financial information, intellectual property, business know-how, personnel policy, customer list of the Employers as of the Termination Date, or any other confidential or proprietary information whatsoever relating to the Employers, whether or not obtained with the knowledge and permission of the Employers (exclusive of any information which at the time of disclosure generally is available to and known by the public, other than as a result of any unauthorized disclosure by the Executive). The Executive further covenants and agrees that he shall not divulge any such confidential or proprietary information that he may acquire during any transition period in which he assists the Employers to facilitate the transition to new management and the continued success of the business of the Employers. 9. CERTAIN ACTIONS. The Executive hereby agrees and covenants that from the date of this Agreement until January 31, 2000 [DATE THAT IS SIX MONTHS AFTER THE TERMINATION DATE]: A. The Executive shall not directly or indirectly solicit or encourage any person who is an associate or affiliate of the Executive to solicit proxies or consents in opposition to any proposal submitted by the Company's Board of Directors to a vote of the Company's shareholders. B. The Executive shall not, nor shall he encourage any person who is an associate or affiliate of the Executive to (i) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any proposal submitted by the Company's management to a vote of the Company's shareholders, or (ii) join with or assist any person or entity, directory or indirectly, in supporting or endorsing, or make any statement in favor of, any proposal submitted to a vote of the Company's shareholders that is opposed by Company's Board of Directors. 10. BINDING AGREEMENT; TERMINATION. This Agreement shall be binding upon and inure to the benefit of any successor to the Employers (whether direct or indirect, by purchase, merger or consolidation, by operation of law, or otherwise) or any person which acquires all or substantially all of the assets of the Employers or any assignee of the Employers (collectively "Successor"), and the Employers will require any Successor to expressly assume and agree to perform and carry out the obligations of this Agreement and any instrument executed by the Employers hereunder in the same manner and to the same extent as the Employers. This Agreement shall also be binding on and inure to the benefit of Executive and is not assignable by the Executive. This Agreement shall terminate upon the death of Executive and his heirs and beneficiaries shall have no right to compensation or other benefits hereunder for any period after the date of Executive's death except as to any payments or benefits earned (including the payments set forth in Section 2 of this Agreement) pursuant to the terms hereof prior to such date but not received as of the date of death. 11. WITHHOLDING. All payments required to be made by the Employers hereunder to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Employers may reasonably determine should be withheld pursuant to any applicable law and regulation. 12. MITIGATION. The Executive shall not be required to mitigate the amount of any payments or other benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another employer. 13. REPRESENTATION. The Employers and the Executive represent that they have reviewed this Agreement, and that each of them is fully aware of the content of this Agreement and of its legal effect, and acknowledge that this is a legally valid and binding obligation of the parties. 14. AMENDMENT AND WAIVER. The terms of this Agreement may not be modified other than in a writing signed by both parties. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition for the future or as to any act other than that specifically waived. 15. NOTICES. All notices, demands, consents or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given when: (i) personally delivered, or (ii) sent postage prepaid by registered or certified mail, return receipt requested, such receipt showing delivery to have been made, or (iii) sent overnight by prepaid receipt courier addressed as follows: If to Executive: Dominick J. Valenzano 2140 Seward Drive Scotch Plains, New Jersey 07076 If to Employers: Trans World Gaming Corp. One Penn Plaza Suite 1503 New York, New York 10119 Attention: Maureen Weppler Secretary 16. ENTIRE AGREEMENT. This Agreement incorporates the entire understanding among the parties relating to the subject matter hereof, recites the sole consideration for the promises exchanged and supercedes any prior agreements, written or oral, between the Employers and the Executive with respect to the subject matter hereof. In reaching this Agreement, no party has relied upon any representation or promise except those set forth herein. 17. INVALID PROVISIONS. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York except to the extent that applicable federal laws preempt the laws of the State of New York. [SIGNATURES APPEAR ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Release as of the day and year first above written. WITNESS: TRANS WORLD GAMING CORP. /s/ Maureen Weppler By: /s/ Julio E. Heurtematte, Jr. - ---------------------- ----------------------------- Julio E. Heurtematte, Jr. Director WITNESS: TWG FINANCE CORP. /s/ Maureen Weppler By: /s/ Julio E. Heurtematte, Jr. - ---------------------- ----------------------------- Julio E. Heurtematte, Jr. Director WITNESS: TWG INTERNATIONAL U.S. CORPORATION /s/ Maureen Weppler By: /s/ Julio E. Heurtematte, Jr. - ---------------------- ----------------------------- Julio E. Heurtematte, Jr. Director WITNESS: TRANS WORLD GAMING OF LOUISIANA, INC. /s/ Maureen Weppler By: /s/ Julio E. Heurtematte, Jr. - ---------------------- ----------------------------- Julio E. Heurtematte, Jr. Director WITNESS: DOMINICK J. VALENZANO /s/ Maureen Weppler By: /s/ Dominick J. Valenzano - ---------------------- ----------------------------- EX-99.1 5 EXHIBIT 99.1 EXHIBIT 99.1 Press Release COMPANY CONTACT FINANCIAL COMMUNICATIONS CONTACT Trans World Gaming Corp. Lippert/Heilshorn & Associates, Inc. Rami S. Ramadan, CEO Lisa D. Lettieri, VP Tel: 212-563-3355 Tel: 212-838-3777 twg1215@aol.com www.lhai.com or lisa@lhai.com TRANS WORLD GAMING CORP. ANNOUNCES APPOINTMENT OF NEW CEO RAMI S. RAMADAN PREVIOUSLY WITH IAN SCHRAGER HOTELS JOINS AS OF JULY 12, 1999 NEW YORK, NEW YORK - July 12, 1999 - Trans World Gaming Corp. ("TWG") (OTC Bulletin Board: IBET, IBETW) today announced the appointment of Rami S. Ramadan to the position of Chief Executive Officer with CFO responsibilities effective July 12, 1999. Mr. Ramadan will replace Mr. Stanley Kohlenberg, CEO of Trans World Gaming Corp. since September 1998, who will be retiring from his position as CEO, but will remain Chairman of the Board. Mr. Dominick Valenzano will assist in the transition and then resign his position as CFO to pursue other interests. Mr. Ramadan brings a wealth of experience to the Company by way of his financial and overall leadership roles in a number of endeavors during his 24-year career. His experience encompasses various finance and strategic planning positions in the hotel industry, including Executive Vice President of Finance at Ian Schrager Hotels based in New York, Divisional Controller at Hyatt Hotels Corp.'s Eastern Division based in New York and Vice President of Finance and Planning, Resorts at Euro Disney in France. In commenting on Mr. Ramadan's appointment, Mr. Kohlenberg said, "We are pleased to have Mr. Ramadan on board to take Trans World Gaming Corp. to the next level in its development as a significant presence in the small- to mid-size gaming arena worldwide. The expertise he offers in strategic planning on both the marketing and operational sides of business form a strong foundation for the initiatives we are formulating for the future of the Company." In accepting the position of CEO, Mr. Ramadan stated, "The gaming industry is expanding on a global basis. I look forward to playing a key role in positioning Trans World Gaming to participate and thrive in those markets around the world where opportunity exists. In addition to following through with on-going projects at the Company, we will embark on additional strategies that will either complement or enhance our current operations. In my role as CEO, I plan to focus on gaming management contracts, joint ventures and acquisitions that will offer superior return on investment." Trans World Gaming owns and operates two casinos in the Czech Republic and one casino in Spain and specializes in small to medium casinos and gaming parlors in local venues worldwide. Through its wholly-owned subsidiary, Tottenham & Company, an international gaming consultancy, the Company provides clients in the U.S. and abroad with assistance in corporate strategy development, mergers and acquisitions, feasibility studies, company/operational reviews, gaming policy guidance, casino development and management services and executive search. The Company maintains offices in New York and London. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts contain forward-looking information with respect to plans, projections or future performance of the Company, the occurrence of which involve certain risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. #### EX-99.2 6 EXHIBIT 99.2 EXHIBIT 99.2 RESIGNATION LETTER OF STANLEY KOHLENBERG STANLEY KOHLENBERG ASSOCIATES, INC. Management Consultants in Retirement Stanley Kohlenberg, President "WE CHARGE LESS BECAUSE WE DO LESS" June 30, 1999 To The Board Of Directors Trans World Gaming Corp. Gentlemen: Please accept this letter as notice of my resignation as CEO of Trans World Gaming Corp. effective 07/01/99. With this action I am effectively retiring from the management of Trans World Gaming Corp. and industry in general. I expect that our severance agreement, made in anticipation of this move, will obtain through its duration. With the Board's permission, I hope to remain active as a member of the Board of Directors of Trans World Gaming Corp. Respectfully, /s/ Stanley Kohlenberg - ---------------------- Stanley Kohlenberg -----END PRIVACY-ENHANCED MESSAGE-----