NOTE 6 - Commitments and Contingencies

Lease Obligations  The Company is obligated under several operating and capital leases, excluding leased slot machines, expiring through 2016. Rent expense under these operating and financial leases, which include the ground lease at Hotel Freizeit Auefeld for the last seven months of 2015 and the Company’s corporate office lease in New York City, the lease of which was renewed for another five years, through March 31, 2020, was approximately $164 and $143 for the years ended December 31, 2015 and 2014, respectively. Future aggregate minimum annual rental payments under all of these leases for the lesser of five years or until their expiration dates are as follows:

Year ending December 31,
2016	$	147
2017	$	127
2018	$	129
2019	$	131
2020	$	54

The Company is also obligated under a number of five-year, slot equipment operating leases, the projected costs of which are not included in the table above due to fluctuating inventory, expiring over staggered years, which provide for a monthly fixed rental fee per slot machine, and an annual option for replacement with different/newer machines during the term of the lease. For the years ended December 31, 2015 and 2014, the Company’s slot lease expense was $2,321 and $2,612, respectively. All slot leases can be terminated at any time, subject to an early-termination penalty equal to three-month lease payments for each leased slot machine.

Employment Agreements  The Company’s employment agreement with its Chief Executive Officer (“CEO”), Mr. Rami S. Ramadan, absent the intervention of either party by September 30th of each year, renewed automatically for another calendar year, now ending December 31, 2016. In addition to a perpetually renewable employment term of one year absent the intervention of either party, the agreement provides for annual compensation, plus participation in the Company’s benefits programs and equity incentive plans. Annual compensation of $450 will be paid in 2016, pursuant to the evergreen renewal terms of said employment agreement, excluding any bonus awards that may be or have been granted in 2016 at the discretion of TWC’s Board of Directors (the “Board”).

On November 11, 2014, the Board of Director’s Compensation Committee approved an amendment (the “Amendment”) to the Amended and Restated Employment Agreement dated November 18, 2008 for Mr. Ramadan. The Amendment provides that if, within 120 days prior to, or twenty-four months after a Change of Control (as defined in the Employment Agreement), (i) Mr. Ramadan is terminated by the Company other than for cause (and not due to his death or disability), or (ii) he provides the Company with written notice of his Voluntary Termination for Good Reason (as defined in the Employment Agreement), or (iii) he is in the employ of the Company on the closing date of a Change in Control of the Company, then the Company will pay to him: (A) an amount equal to two times his Base Salary (as defined in the Employment Agreement) as of the date of termination; and, (B) any accrued but unpaid (1) base salary; (2) sick pay; (3) vacation pay; and (4) health insurance benefits as described in the Employment Agreement for the period ending on the earlier of: (x) the date Mr. Ramadan obtains subsequent employment where medical insurance coverage is available to him, or (y) two years after the date of termination or Change in Control, as applicable. If the above benefits are paid to him as a result of (iii) above, they cannot be paid to him again as a result of either (i) or (ii), above, for the same Change in Control event. The Amendment also includes a description of what actions TWC and Mr. Ramadan will take in the event that the aggregate payment or benefits to be paid to him as described above are deemed by the Internal Revenue Service to be “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”).

Pursuant to the renewal of the employment agreement with Mr. Ramadan in July 2005, Mr. Ramadan was granted 75,000 performance-based, restricted shares of the Company’s Common Stock, which will vest upon reaching designated earnings per share targets, in 25,000 share allotments. None of the restricted shares have been vested to date.

On February 4, 2007, Mr. Ramadan was granted seven-year options to purchase 50,000 shares of Common Stock, all of which expired on February 4, 2014.

On October 23, 2007, pursuant to the Company’s former equity incentive plan, the 2004 Equity Incentive Plan, Mr. Ramadan was granted seven-year options to purchase 125,000 shares of Common Stock. The exercise price of all these options was set at $4.85 per share, the closing stock price on October 23, 2007, and escalated to $5.05 on its first anniversary. On May 26, 2009, the Board froze the exercise price at $5.05 for the entire grant. These options expired on October 23, 2014.

Further, on November 11, 2014, pursuant to the Company’s 2014 Equity Incentive Plan, Mr. Ramadan was granted five-year options to purchase 200,000 shares of Common Stock that vest in four equal parts, with the options to acquire 50,000 shares vesting immediately upon the date of grant and options to acquire 50,000 shares vesting subsequently upon each anniversary of the grant date. The exercise price of all these options was initially set at $3.20 per share, the closing stock price on the date of grant, and will escalate by 4.0% annually on each anniversary date. As of December 31, 2015, 100,000 options have been vested and are exercisable at the escalated price of $3.33 per share.

The weighted average exercise price of all of Mr. Ramadan’s vested options was $3.33 and $3.20 at December 31, 2015 and 2014, respectively. No vested options have been exercised by Mr. Ramadan as of December 31, 2015.

The Company has a 3-year evergreen employment agreement, dated June 1, 2005, with its Director of Development, Mr. Paul Benkley. Unless communicated to Mr. Benkley within 60 days prior to the expiration of his employment agreement, which currently expires on December 31, 2019, it will renew automatically for another three-year term. In the event of termination without cause, excluding disability and retirement, he will be entitled to one year of severance at the annual salary in effect at the time of termination. In the event of non-renewal of this employment contract, he will receive severance equal to three months’ salary based on the salary in effect on the date of expiration of the contract.

Change of control agreements  On October 3, 2014, the Company entered into severance agreements with four KMEs that provide for the lump sum payment of one year’s salary and up to one year’s health insurance coverage in the event of a change of control of the Company, or if the employee voluntarily leaves the Company for any reason (other than death or disability) within one year after such a change of control event.

Taxing Jurisdiction  The Czech Republic and Germany currently has a number of laws related to various taxes imposed by governmental authorities, including gaming tax (for the Czech casinos), VAT, and payroll (social) taxes and corporate income tax. Tax declarations, together with other legal compliance areas (for example, customs and currency control matters) are subject to review and investigation by a number of Czech and German governmental authorities, which are enabled by law to impose fines, penalties and interest charges, and, ultimately, create tax risks for the Company in these countries in which it operates. Management believes that it has adequately provided for its tax liabilities.

Legal Matters  The Company may be, from time to time, a party to various legal proceedings and administrative actions, all arising from the ordinary course of business. The Company was not, as of the date of this report, involved in any material legal proceeding nor was it involved in any material litigation during the year ended December 31, 2015 and through the date of this filing.