<PAGE>
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
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(Date of earliest event reported)
TRANS WORLD GAMING CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 0-25244 13-3738518
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE PENN PLAZA, SUITE 1503, NEW YORK, NEW YORK 10119-0002
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(Address of principal executive offices) (Zip Code)
(212) 563-3355
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed
since last report)
Page 1 of 3
Exhibit Index appears on Page 2
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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
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
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.
</TABLE>
2
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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
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EXHIBIT 10.1
EMPLOYMENT AGREEMENT FOR RAMI S. RAMADAN
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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
<PAGE>
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.
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(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
<PAGE>
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
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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
<PAGE>
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
<PAGE>
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
<PAGE>
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).
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
EXHIBIT 10.2
KOHLENBERG SEVERANCE AGREEMENT
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
EXERCISE EXPIRATION
NUMBER PRICE DATE
------ ------- -----
<S> <C> <C>
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
</TABLE>
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,
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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]
<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
- --------------------- -----------------------------
<PAGE>
EXHIBIT 10.3
VALENZANO SEVERANCE AGREEMENT
<PAGE>
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.
<PAGE>
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:
<TABLE>
<CAPTION>
EXERCISE EXPIRATION
NUMBER PRICE DATE
------ ------- -----
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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,
<PAGE>
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;
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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]
<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
- ---------------------- -----------------------------
<PAGE>
EXHIBIT 99.1
Press Release
<PAGE>
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
[email protected] www.lhai.com or [email protected]
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.
####
<PAGE>
EXHIBIT 99.2
RESIGNATION LETTER OF STANLEY KOHLENBERG
<PAGE>
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
