Exhibit 10.18


 


EMPLOYMENT AGREEMENT


 


by and between


 


TRANS WORLD CORPORATION


 


and


 


RAMI S. RAMADAN


 






 


DATED:   
as of July 1, 2005


 






 

















 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the first day of July,
2005, by and between TRANS WORLD CORPORATION
(“Employer”) and RAMI S.
RAMADAN (“Employee”).


 


W I T N E S S E T H


 


WHEREAS, Employer is a corporation duly
organized and existing under the laws of the State of Nevada, maintains its
principal place of business at 545 Fifth Avenue, Suite 940, New York, New
York 10017, and is engaged in the business of developing, constructing and
operating small to medium-sized casino and hotel properties around the world;
and,


 


WHEREAS, in furtherance of its business,
Employer has need of qualified, experienced executive management; and,


 


WHEREAS, Employee is an adult individual who
has acted as the Chief Executive Officer and Chief Financial Officer of the
Employer since July 12, 1999; and,


 


WHEREAS, Employee is currently employed by
Employer pursuant to an employment agreement dated as of July 12, 2002
(the “Prior Agreement”), which will be
terminated upon the execution of this Agreement; and,


 


WHEREAS, Employer is willing to employ
Employee, and Employee is desirous of accepting employment from Employer, under
the terms and pursuant to the conditions set forth herein;


 


NOW, THEREFORE, for and in consideration of
the foregoing recitals, and in consideration of the mutual covenants,
agreements, understandings, undertakings, representations, warranties and
promises hereinafter set forth, and intending to be legally bound thereby,
Employer and Employee hereby covenant and agree as follows:


 


1.                                       DEFINITIONS.   As used in
this Agreement certain words and terms are defined in the body of this
Agreement. Other words and terms hereinafter defined have the respective
meanings ascribed to them below, unless a different meaning clearly appears
from the context:


 


(a)                                  “Affiliate” – means with respect to a specified Person, any
other Person who or which is (i) directly or indirectly controlling,
controlled by or under common control with the specified Person, or (ii) any
member, director, officer or manager of the specified Person. For purposes of
this definition, only, “control,” “controlling” and “controlled” mean the right
to exercise, directly or indirectly, more than fifty percent (50%) of the
voting power of the stockholders, members or owners and, with respect to any
individual, partnership, trust or other entity or association, the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of the controlled entity.


 

















 


(b)                                 “Anniversary” – means each anniversary date of the Effective
Date during the Term of this Agreement (as defined in Section 6 hereof).


 


(c)                                  “Business Day” – means any day other than a Saturday, Sunday
or holiday observed by the Federal government of the United States of America.


 


(d)                                 “Cause” – means:


 


(i)                                     the
willful destruction by Employee of the property of Employer or an Affiliate of
Employer having a material value to Employer or such Affiliate;


 


(ii)                                  fraud,
embezzlement, theft, or comparable dishonest activity committed by Employee from
Employer or an Affiliate of Employer having a material value to Employer or to
such Affiliate;


 


(iii)                               Employee’s
conviction of or entering a plea of guilty or nolo
contendere to any crime constituting a felony or any misdemeanor
involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to Employer or an
Affiliate);


 


(iv)                              Employee’s
breach, neglect, refusal, or failure to materially discharge his duties (other
than due to physical or mental illness) commensurate with his title and
function, or Employee’s failure to comply with the lawful directions of
Employer’s Board of Directors, that is not cured within fifteen (15) days after
Employee has received written notice thereof from the Board;


 


(v)                                 a
willful and knowing material misrepresentation to Employer’s Board of
Directors;


 


(vi)                              a
willful violation of a material policy of Employer, which does or could result
in material harm to Employer or to Employer’s Affiliates or to Employer’s
reputation;


 


(vii)                           Employee’s
material violation of applicable law or regulation relating to the Employee, Employer
or the Employer’s Affiliates;


 


(viii)                        Employee’s
failure or inability to become Licensed (as defined in Section 9), or the
denial, suspension for a period of more than ninety (90) calendar days, or
revocation of a License, by any Gaming Authority requiring that Employee be
licensed in order for Employer or Employee to operate in that jurisdiction; or


 


(ix)                                Employee’s
material violation of a statutory or common law duty of loyalty or fiduciary
duty to Employer.


 


2

















 


(e)                                  “Change of Control” – means the change in the ownership of
Employer, a change in the effective control of Employer or a change in the
ownership of a substantial portion of the assets of Employer as provided under Section 409A
of the Code, as amended from time to time, and any Internal Revenue Service
guidance, including Notice 2005-1, and regulations issued in connection with Section 409A
of the Code. For purposes of determining whether a Change of Control has
occurred, the following Persons and Groups shall not be deemed to be “one
person” or “more than one person acting as a group” as defined by Section 409A
of the Code: (A) Value Partners, Ltd., a Texas limited partnership (“Value Partners”) or any Affiliate thereof, (B) Timothy G.
Ewing or any Affiliate thereof, (C) any Person or Group directly or
indirectly having Beneficial Ownership of more than eighty percent (80%) of the
issued and outstanding voting power of Employer’s voting securities immediately
before the transaction in question, (D) any Person or Group of which
Employer has Beneficial Ownership of more than fifty percent (50%) of the
voting power of the issued and outstanding voting securities immediately before
the transaction in question, and (E) any Person or Group of which more
than eighty percent (80%) of the voting power of the issued and outstanding
voting securities are owned, directly or indirectly, by Beneficial Owners of
more than fifty percent (50%) of the issued and outstanding voting power of
Employer’s voting securities immediately before the transaction in question.
The terms “Person,” “Group,”
“Beneficial Owner,” and “Beneficial Ownership” shall have the meanings used in the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder as amended (the “Exchange Act”).


 


(f)                                    “Complete Disability” – means the Employee is: (i) unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of the Employer.


 


(g)                                 “Effective Date” – means the effective date of this Agreement,
as set forth in the first paragraph, above.


 


(h)                                 “Good Reason” – means the occurrence, on or after the
occurrence of a Change of Control, of any of the following (except with
Employee’s written consent or resulting from an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by Employer or
its Affiliate promptly after receipt of notice thereof from Employee):


 


(i)                                     Employer
or its successor or an Affiliate reduces Employee’s Base Salary (as defined in Section 8(a) below);


 


(ii)                                  Employer
or its successor discontinues its Profit Sharing Bonus Plan (as defined in Section 8(b))
in which Employee participates as in effect immediately before the Change of
Control without immediately replacing such bonus plan with a plan that is the
substantial economic equivalent of such bonus plan, or amends such bonus plan
so as to


 


3

















 


materially
reduce Employee’s potential bonus at any given level of economic performance of
Employer or its successor entity;


 


(iii)                               Employer
or its successor materially reduces the aggregate benefits and perquisites to
Employee from those being provided immediately before the Change of Control;


 


(iv)                              Employer
or its successor or any of its Affiliates requires Employee to change the
location of Employee’s job or office, so that Employee will be based at a
location more than 20 miles from the location of Employee’s job or office
immediately before the Change of Control;


 


(v)                                 Employer
or its successor or any of its Affiliates reduces Employee’s responsibilities
or title or directs Employee to report to a person of lower rank or
responsibilities than the person to whom Employee reported immediately before
the Change of Control; or


 


(vi)                              the
successor to Employer fails or refuses expressly to assume in writing the
obligations of Employer under this Agreement.


 


For purposes of this Agreement, a determination by Employee that
Employee has “Good Reason” shall be final and binding on Employer or its
successor and Employee absent a showing of bad faith on Employee’s part.


 


(i)            “Prior
Employment” – means any prior employment Employee has had with
either Employer or any Affiliate of Employer.


 


2.                                       PRIOR EMPLOYMENT.   This
Agreement supersedes and replaces any and all prior employment agreements,
change of control agreements and severance plans or agreements, whether written
or oral, by and between Employee, on the one hand, and Employer or any of
Employer’s Affiliates, on the other hand, or under which Employee is a participant.
From and after the Effective Date, Employee shall be the employee of Employer
under the terms and pursuant to the conditions set forth in this Agreement.


 


3.                                       BASIC EMPLOYMENT AGREEMENT.   Subject
to the terms and pursuant to the conditions hereinafter set forth, Employer
hereby employs Employee during the Term hereinafter specified to serve in a
managerial or executive capacity, under a title and with such duties not
inconsistent with those set forth in Section 4 of this Agreement, as the
same may be modified and/or assigned to Employee by Employer from time to
time; provided, however, that no change in Employee’s duties shall be permitted
if it would result in a material reduction in the level of Employee’s duties as
in effect prior to the change or as otherwise consented to in writing by
Employee.


 


4.                                       DUTIES OF EMPLOYEE.   Employee
shall perform such duties assigned to Employee by Employer as are
generally associated with the duties of Chief Executive Officer and Chief Financial Officer
of Employer, including, (a) the efficient and continuous operation


 


4

















 


of Employer
and Employer’s Affiliates, (b) the preparation of relevant budgets,
allocation of relevant funds and preparation of relevant financial statements
and reports, (c) the selection and delegation of duties and
responsibilities of subordinates, and (d) the direction, review and
oversight of all programs and projects under Employee’s supervision. Employee
shall comply with all laws, rules and regulations that relate to the
Employer and Employee from time to time during the Term.


 


5.                                       ACCEPTANCE OF EMPLOYMENT.   Employee
hereby unconditionally accepts the employment set forth hereunder, under the
terms and pursuant to the conditions set forth in this Agreement. Employee
hereby covenants and agrees that, during the Term of this Agreement, Employee
will devote the whole of Employee’s normal and customary working time and best
efforts solely to the performance of Employee’s duties under this Agreement and
that, except upon Employer’s prior express written authorization to that
effect, Employee shall not perform any services for any casino, hotel,
hotel/casino or other similar gaming or gambling, hospitality or resort
operation not owned by Employer or any of Employer’s Affiliates. The foregoing
notwithstanding, it shall not be a violation of this Agreement for Employee to (a) serve
on corporate (upon the prior consent of the Board of Directors, which shall not
be unreasonably withheld), civic or charitable boards or committees, or (b) manage
personal investments, so long as such activities do not interfere with the
performance of Employee’s duties and obligations to Employer under this
Agreement.


 


6.                                       TERM.   Unless
sooner terminated as provided in this Agreement, the term of this Agreement
commences as of the Effective Date of this Agreement and terminates on December 31,
2007 (the “Term”), provided, however, unless
either Employer or Employee notifies the other of its intent not to extend the
Term on or prior to September 30, 2007 or on or prior to each September 30th
thereafter (if such dates are Business Days, or if not a Business Day, then
such notice shall be due on the next succeeding Business Day), then the Term
shall be automatically extended for a period of one (1) year to the next December 31st
(so, for example, the first extension period would terminate on December 31,
2008) and each extension of the Term to be included in the definition of “Term”).


 


7.                                       SPECIAL TERMINATION PROVISIONS.  Notwithstanding the provisions of Section 6
of this Agreement, this Agreement, and Employee’s employment, shall terminate
upon the occurrence of any of the following events:


 


(a)                                  automatically
upon the death of Employee, the date of death being the effective date of termination
(“Date of Termination”), provided, however, that, on the Company’s pay date
which is the closest to the date which is within thirty (30) calendar days
after the Date of Termination, Employer must tender to Employee any accrued but
unpaid:  (i) Base Salary, (ii) sick
pay and (iii) vacation pay to Employee’s estate;


 


(b)                                 the
giving of written notice from Employer to Employee of the termination of this
Agreement upon the Complete Disability of Employee, the date that the Board of
Directors of Employer makes a determination of Complete Disability being the
effective Date of Termination, provided, however, that, on the Company’s pay
date which is the closest to the date which is within thirty (30) calendar days
after the Date of Termination, 


 


5

















 


Employer must
tender to Employee any accrued but unpaid: 
(i) Base Salary, (ii) sick pay, and (iii) vacation pay to
Employee;


 


(c)                                  the
giving of written notice by Employer to Employee of the termination of this Agreement
upon the discharge of Employee for Cause, the date set forth in the notice
being the effective Date of Termination, provided, however, that, on the
Company’s pay date which is the closest to the date which is within thirty (30)
calendar days after the Date of Termination, Employer must tender any accrued
but unpaid: (i) Base Salary, (ii) sick pay and (iii) vacation
pay to Employee;


 


(d)                                 the
giving of written notice by Employer to Employee of the termination of this
Agreement following a denial, suspension for more than ninety (90) calendar
days or revocation of Employee’s License (as defined in Section 9(b) of
this Agreement) or the failure of Employee to obtain such License as required
by applicable Gaming Authorities as set forth in Section 9(b), the date
set forth in the notice being the effective Date of Termination, provided,
however, that, on the Company’s pay date which is the closest to the date which
is within thirty (30) calendar days after the Date of Termination, Employer
must tender to Employee any accrued but unpaid: 
(i) Base Salary, (ii) sick pay, and (iii) vacation pay to
Employee;


 


(e)                                  the
giving of written notice by Employer to Employee of the termination of this
Agreement without Cause, the date set forth in the notice being the effective
Date of Termination, provided, however, that, on the
Company’s pay date which is the closest to the date which is within thirty (30)
calendar days after the Date of Termination, Employer must tender to Employee
any accrued but unpaid:  (i) Base
Salary, (ii) sick pay,  (iii) vacation
pay, and, (iv) in twenty-four (24) equal monthly installments commencing
on the Employee’s pay date which is the closest to the date which is not
earlier than six (6) months after the Date of Termination and on each monthly
Company pay date thereafter, an amount equal to Employee’s monthly Base Salary
as of the date of such notice (i.e., 1/12th of the Employee’s annual
Base Salary then being paid to him as of the time such notice is given),
provided, however, that the twenty-four (24) months of monthly Base Salary
payable shall be diminished by one (1) day for each day Employee works
after the Effective Date for a period of one (1) year so that, as of July 2,
2006, the number of months of Base Salary to be paid as a result of a
termination of Employee’s employment without Cause shall be twelve (12), but
shall not be diminished further. So, for example:  (i) if Employee is terminated on December 31,
2005 without Cause, he would be entitled to 17.9 months of Base Salary (720 days
(or 24 months) – 184 days (days worked from July 1, 2005 to December 31,
2005) = 546 days divided by 30.4167 (average number of days in a month); or (ii) if
Employee is terminated on September 30, 2006 without Cause, he would be
entitled to 12 months Base Salary (720 days – 365 days = 365 days divided by 30.4167)
(the amount, as adjusted in this Section 7(e), the “Severance Payments”).
The parties agree to utilize the assumptions set forth in the above examples to
calculate all such payments. Employer also covenants and agrees to maintain and
provide, at no cost to Employee, for the earlier of: (x) same period of time as
Base Salary payments shall continue as calculated above, or (y) the date
Employee obtains subsequent employment where medical insurance coverage is
available to him, Employee’s continued participation in all group health and/or
medical insurance in which the Employee participated immediately prior to
termination of this Agreement as allowed under Section 409A of the Code (“Health
Insurance”). In the event Employee’s participation in such


 


6

















 


Health
Insurance is discontinued or the benefits thereunder are materially reduced
(other than as a result of a change that affects all senior management
similarly), Employer shall arrange to provide, at Employer’s sole expense,
Employee with benefits substantially similar to those which Employee was
entitled to receive under such Health Insurance immediately prior to the Date
of Termination;


 


(f)                                    the
giving of written notice by Employee to Employer upon a material breach of this
Agreement by Employer, which material breach remains uncured for a period of
thirty (30) days after the giving of such notice, the date thirty (30) days
after the date of such notice being the effective Date of Termination, provided,
however, that, on the Company’s pay date which is the closest to the date which
is within thirty (30) days after the Date of Termination, Employer must tender to
Employee any accrued but unpaid:  (i) Base
Salary, (ii) sick pay, (iii) vacation pay, and (iv) the
Severance Payments as set forth in Section 7(e) (iv), above to
Employee. Employer shall also provide to Employee the Health Insurance benefits
described in Section 7(e), above, for the period beginning on the Date of
Termination and ending on the earlier of: (x) the date Employee obtains
subsequent employment where medical insurance coverage is available to him, or
(y) a period of one (1) year after the Date of Termination; or


 


(g)                                 at
Employee’s sole election in writing as provided in Section 17 of this
Agreement, after both a Change of Control and as a result of Good Reason, which
election must be made within twenty four (24) months after the Change of
Control, the date of which being the effective Date of Termination, provided,
however, that, on the Company’s pay date which is the closest to the date which
is within thirty (30) calendar days after the Date of Termination, Employer
must tender to Employee any accrued but unpaid (i) Base Salary, (ii) sick
pay, and (iii) vacation pay to Employee. Employer shall also provide to
Employee the Health Insurance benefits described in Section 7(e), above,
for the period beginning on the Date of Termination and ending on the earlier
of: (x) the date Employee obtains subsequent employment where medical insurance
coverage is available to him, or (y) a period of one (1) year after the
date of termination.


 


(h)                                 the
date which is not less than sixty (60) days after receipt by Employer of
written notice from Employee to terminate this Agreement for any or no reason,
such date being the effective Date of Termination; provided, however, that, on
the Company’s pay date which is the closest to the date which is within thirty
(30) calendar days after the Date of the Termination, Employer must tender to
Employee any accrued but unpaid (i) Base Salary, (ii) sick pay, and (iii) vacation
pay.


 


(i)                                     Employee
shall promptly report to Employer the name and address of his new employer(s)
after the Date of Termination and whether such employer(s) has medical
insurance that is available to him. In the event Employee is required to make
an election under Sections 601 through 607 of the Employee Retirement Income
Security Act of 1974, as amended (commonly known as COBRA) to qualify for the
health benefits provided thereunder, the obligations of Employer and its
Affiliates under COBRA shall be conditioned upon Employee’s timely making such
an election. All payments to be made hereunder shall commence on the effective Date
of Termination. All payments made under this Section 7 shall be deemed by
the


 


7

















 


parties to be
liquidated damages and Employer shall have no further obligation or liability
to Employee thereafter. Employee will be entitled to receive such payments only
upon the execution and delivery to Employer of a general release and covenant
not to sue satisfactory to the parties.


 


8.                                       COMPENSATION TO EMPLOYEE.   For
and in complete consideration of Employee’s full and faithful performance of
Employee’s duties under this Agreement, Employer hereby covenants and agrees to
pay to Employee, and Employee hereby covenants and agrees to accept from
Employer, the following items of compensation:


 


(a)                                  Base Salary.   Subject to Section 8(h),
Employer hereby covenants and agrees to pay to Employee, and Employee hereby
covenants and agrees to accept from Employer, a base salary at the rate of no
less than Four Hundred Thousand Dollars (USD $400,000.00) per annum during the
Term (the “Base Salary”). Employee’s Base
Salary shall be payable in such weekly, bi-weekly or semi-monthly installments
as shall be convenient to Employer. Employee’s Base Salary shall be exclusive
of and in addition to any other benefits which Employer, in its sole
discretion, may make available to Employee, including, but not limited to,
those benefits described in Sections 8(b) through (f) of this
Agreement. Employee’s Base Salary shall be subject to merit review by Employer’s
Board of Directors periodically and may be increased in the sole
discretion of the independent Compensation Committee of the Board of Directors
and approved by the Board of Directors, but not decreased, as a result of any
such review.


 


(b)                                 Bonus Compensation.   Employee also will be eligible to receive a
bonus pursuant to a new profit sharing bonus plan (the “Profit
Sharing Bonus Plan”) to be established by October 1, 2006 by
the independent Compensation Committee of the Board of Directors, upon
consultation with the Employee, who will participate in the Profit Sharing
Bonus Plan with other senior executive officers of the Employer. There will be
no further “retirement accruals” taken by Employer and all prior accruals will
be used to charge the stock and option grants to senior executive officers as
permitted or required by  United States generally
accepted accounting principals (“GAAP”). The
Profit Sharing Bonus Plan will be based on the Employer’s (fiscal) annual audited
consolidated net income and return on shareholders’ equity, as adjusted for
changes in capital in accordance with then current GAAP. Awards will be based
on the terms and conditions of the Profit Sharing Bonus Plan, but will be made
at the sole and complete discretion of the Board’s independent Compensation
Committee. The Board of Directors will, subject to applicable law and
regulation, by October 1, 2006, also establish a Deferred Compensation
Plan to be administered by the Compensation Committee of the Board pursuant to
which a percentage of Employee’s bonus will be deferred, such percentage to be
fixed by the Board of Directors in the year prior to which the deferral is made
and which shall be at least 15% of the Employee’s bonus (if any) and will be invested
in the voting common stock of Employer. Nothing in this Agreement shall limit
the Board’s discretion to adopt, amend or terminate any performance-based bonus
plan at any time prior to a Change of Control. All bonuses shall be paid on a
date that is not later than two and one half (2.5) months after the end of the
calendar year in which the bonus is earned, or if the bonus plan is a
multi-year plan, any bonus must be paid not later than two and one half (2.5) months
following the end of the bonus plan cycle or December 31 of the year in
which the cycle ends.


 


8

















 


(c)                                  Employee Benefit Plans.   (i) 
Employer hereby covenants and agrees that it shall include Employee, if
otherwise eligible, in any profit sharing plan, executive stock option plan,
pension plan, retirement plan, disability and/or life insurance plan, medical
and/or hospitalization plan, and/or any and all other benefit plans currently
in effect or which may be placed in effect by Employer or any of its
Affiliates for the benefit of Employer’s executives during the Term. Nothing in
this Agreement shall limit (A) Employer’s ability to exercise the
discretion provided to it under any such benefit plan, or (B) Employer’s
or its Affiliates’ discretion to adopt, amend or terminate any such benefit
plan, at any time prior to a Change of Control.


 


(ii)                                  Employee
agrees that Employer shall have the right during the Term to insure the life of
Employee by a policy or policies of insurance in such amount or amounts as it may deem
necessary or desirable, and Employer shall be the beneficiary of any such
policy or policies and shall pay the premiums or other costs thereof. Employee
agrees, upon request, at any time or times during the Term to sign and deliver
any and all documents and to submit to any physical or other reasonable
examinations which may be required in connection with any such policy or
policies of insurance or modifications thereof.


 


(d)                                 Expense Reimbursement.   During
the Term and provided the same are authorized by Employer, Employer shall
either pay directly or reimburse Employee for Employee’s reasonable and
documented expenses incurred for the benefit of Employer in accordance with
Employer’s general policy regarding expense reimbursement, as the same may be
amended, modified or changed from time to time. Such reimbursable expenses shall
include, but are not limited to, (i) reasonable entertainment and
promotional expenses, (ii) travel expenses, and (iii) dues and
expenses of membership in professional societies. Prior to reimbursement,
Employee shall provide Employer with sufficient detailed invoices of such
expenses as may be required by Employer’s expense reimbursement policy.


 


(e)                                  Automobile  Expenses.    Employer shall lease for Employee an
automobile of his choice to be used by Employee for Employer’s business and
shall pay for certain related costs of its operation, including gas, oil,
repairs, maintenance and insurance, for which Employer shall pay no more than $1,800.00
per month.


 


(f)                                    Option and Stock Grants.


 


(i)                                     As
of the date of, but subject to, the execution of this Agreement, the Board of
Directors has granted to Employee, pursuant to the Employer’s 2004 Equity
Incentive Plan (the “EIP”), seven
year options to purchase an aggregate of 175,000 shares of the Employer’s
voting common stock at the following exercise prices:


 


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  At

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2005

  	
   

  	
  $ 2.80 per share  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2006

  	
   

  	
  2.88 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2006

  	
   

  	
  2.97 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2007

  	
   

  	
  3.06 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2007

  	
   

  	
  3.15 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2008

  	
   

  	
  3.25 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2008

  	
   

  	
  3.34 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2009

  	
   

  	
  3.44 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2009

  	
   

  	
  3.55 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2010

  	
   

  	
  3.65 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2010

  	
   

  	
  3.76 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2011

  	
   

  	
  3.88 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2011

  	
   

  	
  3.99 per share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2012

  	
   

  	
  4.11 per share

  	
   

  






 


These options will vest cumulatively as follows, if Employee is, at
such time, employed hereunder by Employer:


 


	
  At

  	
   

  	
  Number

  	
   

  	
  Cumulative
  Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2005

  	
   

  	
  35,000

  	
   

  	
  35,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2006

  	
   

  	
  +35,000

  	
   

  	
  70,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2007

  	
   

  	
  +35,000

  	
   

  	
  105,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2008

  	
   

  	
  +35,000

  	
   

  	
  140,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1,
  2009

  	
   

  	
  +35,000

  	
   

  	
  175,000

  	
   

  



 


All such options are subject to the terms and conditions of the EIP. If
there is any conflict between this Agreement and the EIP relating to such
options, the EIP shall govern. All options will expire, if not previously exercised,
on June 30, 2012.


 


(ii)                                  As
of the date of, but subject to, the execution of this Agreement, the Board of
Directors has granted to Employee, pursuant to the EIP, 75,000 shares of
restricted voting common stock of Employer that vest cumulatively as follows,
beginning with the quarter ended September 30, 2005:


 


10

















 


	
  Number

  	
   

  	
  Cumulative
 Vested

  	
   

  	
  When
  Vested

  
	
  25,000

  	
   

  	
  25,000

  	
   

  	
  When the
  trailing twelve months (“TTM”) earnings per share (excluding extraordinary
  and unusual items and calculated in accordance with GAAP) from Employer’s
  continuing operations for any two (2) consecutive fiscal quarters (“TTMEPS”), is equal to or exceeds $0.45 for the first time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25,000

  	
   

  	
  50,000

  	
   

  	
  When TTMEPS
  is equal to or exceeds $0.60 for any two (2) consecutive fiscal quarters
  ended for the first time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25,000

  	
   

  	
  75,000

  	
   

  	
  When TTMEPS
  is equal to or exceeds $0.75 for any two (2) consecutive fiscal quarters
  ended for the first time.

  



 


For purposes of this Section 8(f)(ii), the term TTMEPS shall be
calculated as the sum of the unaudited earnings per share of Employer for the
prior three fiscal quarters as reported pursuant to the Securities Exchange Act
of 1934, as amended, plus the unaudited earnings per share for the most recently
completed quarter. So, for example, if the trailing twelve months earnings per
share for the quarter ended December 31, 2005 were $(0.03), $0.08 for June 30,
2006, $0.12 for September 30, 2006 and $0.13 for December 31, 2006,
the “TTMEPS” would be $0.30.


 


And, for example, if TTMEPS is calculated to be $0.30 as of the quarter
ended December 31, 2006 and $0.45 as of the quarter ended March 31, 2007,
Employee shall not be vested in any shares of restricted stock as of March 31,
2007. If TTMEPS is calculated to be $0.45 as of the quarter ended March 31,
2007 and $0.61 for the quarter ended June 30, 2007, Employee shall be vested
in 25,000 shares of restricted stock as of June 30, 2007.


 


All restricted stock is subject to the terms and conditions of the EIP.
If there is any conflict between this Agreement and the EIP relating to such
restricted stock, the EIP shall govern.


 


(iii)                               All
unvested options and unvested restricted stock granted hereunder shall,
automatically and without any further action on the part of any Person,
terminate upon the effective date of the termination or expiration of this
Agreement, except that all unvested options and unvested restricted stock
granted hereunder shall, automatically and without any further action on the part of
any Person, vest in Employee upon the closing date of a Change of Control of
Employer. All such vested options and restricted stock must be surrendered or
otherwise converted into cash or securities of the acquiror or exercised as
required or permitted by the terms and conditions of the Change of Control
documents.


 


(iv)                              Any
extension of the Term of this Agreement beyond December 31, 2007 shall not
result in the extension of any option or stock grant vesting or exercise
periods set forth above.


 


11

















 


(g)                                 Vacations and Holidays. Commencing
as of the Effective Date of this Agreement, Employee shall be entitled to (i) annual
paid vacation leave in accordance with Employer’s standard policy, but in no
event more than four (4) weeks each year of the Term, to be taken at such
times as selected by Employee and approved by Employer, none of which may be
carried over to the year after the year in which Employee is permitted to
utilize such time, and (ii) paid holidays (or, at Employer’s option, an
equivalent number of paid days off) in accordance with Employer’s standard
policy.


 


(h)                                 Withholdings. All compensation to
Employee identified in this Section 8 shall be subject to applicable
withholdings for federal, state or local income or other taxes, Social Security
Tax, Medicare Tax, State Unemployment Insurance and the like.


 


9.                                       LICENSING REQUIREMENTS.


 


(a)                                  Employer
and Employee hereby covenant and agree that this Agreement may be subject
to the approval of one or more gaming regulatory authorities (the “Gaming Authorities”) pursuant to the provisions of the
applicable gaming regulatory statutes and the regulations promulgated
thereunder (the “Gaming Laws”). Employer and
Employee hereby covenant and agree to use their best efforts, at Employer’s
sole cost and expense, to obtain any and all approvals required by the Gaming
Laws. In the event that (i) an approval of this Agreement by the Gaming
Authorities is required for Employee to carry out his duties and
responsibilities set forth in Section 4 of this Agreement, (ii) Employer
and Employee have used their best efforts to obtain such approval, and (iii) this
Agreement is not so approved by the Gaming Authorities, then this Agreement
shall be immediately terminable by Employer as set forth in Section 7(d).


 


(b)                                 Employer
and Employee hereby covenant and agree that, in order for Employee to discharge
the duties required under this Agreement, Employee may be required to
apply for or hold a license, registration, permit or other approval as issued
by the Gaming Authorities pursuant to the terms of the applicable Gaming Laws
and as otherwise required by this Agreement (the “License”).
In the event Employee fails to apply for and secure, or the Gaming Authorities
refuse to issue or renew, or revoke or suspend any required License, then
Employee, at Employer’s sole cost and expense, shall promptly defend such action
and shall take such reasonable steps as may be required to either remove
the objections, secure the Gaming Authorities’ approval, or reinstate the
License, respectively. If the applicable Gaming Authorities deny, revoke,
suspend for more than ninety (90) calendar days or refuse to issue any required
License, then this Agreement may be terminated by Employer for Cause under
Section 7(d).


 


(c)                                  Employer
and Employee hereby covenant and agree that the provisions of this Section 9
shall apply in the event Employee’s duties require that Employee also be
licensed by relevant governmental agencies other than the Gaming Authorities.


 


10.                                 CONFIDENTIALITY.   Employee
hereby warrants, covenants and agrees that, without the prior express written
approval of Employer or unless required by law or court order, during the Term
and thereafter, Employee shall hold in the strictest confidence, and shall not
disclose to any Person and shall not use for the benefit of himself or any
other Person, any


 


12

















 


and all of
Employer’s confidential data, including but not limited to (a) information,
drawings, sketches, plans or other documents concerning Employer’s business or
development plans, customers or suppliers or those of Employer’s Affiliates, (b) Employer’s
or its Affiliates’ development, design, construction or sales and marketing
methods or techniques, or (c) Employer’s trade secrets and other “know-how”
or information not of a public nature, regardless of how such information came
to the custody of Employee. For purposes of this Agreement, such confidential
information shall include, but not be limited to, information, including a
formula, pattern, compilation, program, device, method, technique or process,
that (i) derives independent economic value, present or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use, and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. Upon the expiration or termination of
this Agreement, Employee shall return to Employer all Employer property,
including but not limited to, all Employer confidential information, and
Employee shall not retain any such information, regardless of the media on
which it is stored or resides.


 


11.                                 RESTRICTIVE COVENANT; NO SOLICITATION.


 


(a)                                  Employee
hereby covenants and agrees that, during the Term, and for a period of
twenty-four (24) months after any termination or expiration of this Agreement
within the first twelve (12) months after the Effective Date and for a period
of twelve (12) months after any termination or expiration of this Agreement
after the first twelve (12) months after the Effective Date, Employee shall not
directly or indirectly, either as a principal, agent, employee, employer,
consultant, partner, member or manager of a limited liability company,
shareholder of a closely held corporation, or shareholder in excess of two
percent (2%) of a publicly traded corporation, corporate officer or director,
or in any other individual or representative capacity, engage or otherwise
participate in any manner or fashion in any gaming or hotel business that is in
competition in any manner whatsoever with the business activities of Employer
or Employer’s Affiliates, in or within a one hundred (100) mile radius around
any market in which Employer or Employer’s Affiliates have gaming and/or hotel operations.
Employee hereby further covenants and agrees that the restrictive covenant
contained in this Section 11 is reasonable as to duration, terms and
geographical area and that the same protects the legitimate interests of
Employer, imposes no undue hardship on Employee, and is not injurious to the
public.


 


(b)                                 Employee
hereby further covenants and agrees that, for the period described in Section 11(a),
Employee, his Affiliates or other employer shall not directly solicit or
attempt to solicit for employment, or hire or engage as an independent
contractor or otherwise obtain the services of any management level employee of
Employer or Employer’s Affiliates on behalf of himself or any other Person.


 


(c)                                  Employee
acknowledges and agrees that, because of the unique and extraordinary nature of
his services, any breach or threatened breach of the provisions of Sections 10
or 11 hereof will cause irreparable injury and incalculable harm to Employer
and Employer shall, accordingly, be entitled to injunctive and other equitable
relief for such breach or threatened breach and that resort by Employer to such
injunctive or other equitable relief shall


 


13

















 


not be deemed
to waive or to limit in any respect any right or remedy which Employer may have
with respect to such breach or threatened breach.


 


12.                                 BEST EVIDENCE.   This
Agreement shall be executed in original and “Xerox” or photostatic copies and
each copy bearing original signatures in ink shall be deemed an original. This
Agreement may be executed in counterparts.


 


13.                                 SUCCESSION.   This
Agreement shall be binding upon and inure to the benefit of Employer and
Employee and their respective successors and assigns.


 


14.                                 ASSIGNMENT.   Neither
party shall assign this Agreement or delegate his or its duties hereunder
without the express written prior consent of the other party. Any purported
assignment violation of this Section 14 shall be null and void and of no
force or effect.


 


15.                                 AMENDMENT OR MODIFICATION.   This
Agreement may not be amended, modified, changed or altered except by a
writing signed by both Employer and Employee. Notwithstanding the foregoing, in
the event that the Board of Directors of Employer determines, after a review of
Section 409A of the Code and all applicable Internal Revenue Service
guidance, that this Agreement should be amended to comply with Section 409A
of the Code, then the Board of Directors of Employer may amend this
Agreement to make any changes required to comply with Section 409A of the
Code.


 


16.                                 GOVERNING LAW.   (a) 
This Agreement shall be governed by and construed in accordance with New York
law, without regard to conflicts of law principles. Jurisdiction and venue for
any claim or action arising out of or in any way connected to Sections 10 or 11
of this Agreement shall be in the federal or state courts located in the
borough of Manhattan, New York City, New York.


 


(b)                                 Except
with respect to any proceeding brought under Sections 10 or 11 hereof, any
controversy, claim, or dispute between the parties, directly or indirectly,
concerning this Agreement or the breach hereof, or the subject matter hereof,
including questions concerning the scope and applicability of this arbitration
clause, shall be finally settled by arbitration in Washington, D.C. pursuant to
the rules then applying of the American Arbitration Association. The
arbitrators shall consist of one representative selected by Employer, one
representative selected by Employee and one representative selected by the
first two arbitrators. The parties agree to expedite the arbitration proceeding
in every way, so that the arbitration proceeding shall be commenced within
thirty (30) days after request therefore is made, and shall continue
thereafter, without interruption, and that the decision of the arbitrators
shall be handed down within thirty (30) days after the hearings in the
arbitration proceedings are closed. The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine
how their decision or determination as to each issue or matter in dispute may be
implemented or enforced. The decision in writing of any two (2) of the
arbitrators shall be binding and conclusive on all of the parties to this
Agreement. Should either Employer or Employee fail to appoint an arbitrator as
required by this Section 16(b) within thirty (30) days after
receiving written notice from the other party to do so, the arbitrator
appointed by the other party shall act for all of the parties and his decision
in writing shall be binding and conclusive on


 


14

















 


all of the
parties to this Agreement. Any decision or award of the arbitrators shall be
final and conclusive on the parties to this Agreement; judgment upon such
decision or award may be entered in any competent Federal or state court
located in the United States of America; and the application may be made
to such court for confirmation of such decision or award for any order of
enforcement and for any other legal remedies that may be necessary to
effectuate such decision or award.


 


17.                                 NOTICES.   Any and all
notices required under this Agreement shall be in writing and shall be either
hand-delivered or mailed, certified mail, return receipt requested, addressed
to:


 


	
  To Employer:

  	
   

  	
  Trans World Corporation

  
	
   

  	
   

  	
  545 Fifth Avenue

  
	
   

  	
   

  	
  Suite 940

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
   

  
	
  With a copy that shall not be notice to:

  	
   

  	
  Elias, Matz, Tiernan & Herrick L.L.P.

  
	
   

  	
   

  	
  734 15th Street, N.W.

  
	
   

  	
   

  	
  12th Floor

  
	
   

  	
   

  	
  Washington, DC 20005

  
	
   

  	
   

  	
  Attn: Jeffrey A. Koeppel

  
	
   

  	
   

  	
   

  
	
  To Employee:

  	
   

  	
  Rami S. Ramadan

  
	
   

  	
   

  	
  65 Woodlawn Avenue

  
	
   

  	
   

  	
  New Rochelle, New York 10804

  
	
   

  	
   

  	
   

  
	
  With a copy that shall not be notice to:

  	
   

  	
  Pietragallo, Bosick & Gordon, L.L.P.

  
	
   

  	
   

  	
  One Oxford Centre

  
	
   

  	
   

  	
  38th Floor

  
	
   

  	
   

  	
  Pittsburgh, PA 15219

  
	
   

  	
   

  	
  Attn: George R. Fox

  
	
   

  	
   

  	
   Gavin O’Connor

  



 


All notices hand-delivered shall be deemed delivered as of the date
actually delivered. All notices mailed shall be deemed delivered as of five (5) Business
Days after the date postmarked. Any changes in any of the addresses listed
herein shall be made by notice as provided in this Section 17.


 


18.                                 INTERPRETATION.   The
preamble recitals to this Agreement are incorporated into and made a part of
this Agreement; titles of paragraphs are for convenience only and are not to be
considered a part of this Agreement.


 


19.                                 SEVERABILITY.   In the
event any one or more provisions of this Agreement is declared judicially void
or otherwise unenforceable, the remainder of this Agreement shall survive and
such provision(s) shall be deemed modified or amended so as to fulfill the intent
of the parties hereto.


 


15

















 


20.                                 WAIVER.   None of the
terms of this Agreement, including this Section 20, or any term, right or
remedy hereunder shall be deemed waived unless such waiver is in writing and
signed by the party to be charged therewith and in no event by reason of any
failure to assert or delay in asserting any such term, right or remedy or
similar term, right or remedy hereunder.


 


21.                                 PAROL.   This Agreement
constitutes the entire agreement between Employer and Employee with respect to
the subject matter hereto and this Agreement supersedes any prior
understandings, agreements (including the Prior Agreement, which shall be
terminated on the Effective Date hereof), undertakings or severance policies or
plans by and between Employer or Employer’s Affiliates, on the one hand, and
Employee, on the other hand, with respect to the subject matter hereof or
Employee’s employment with Employer or Employer’s Affiliates.


 


IN WITNESS WHEREOF AND INTENDING TO BE
LEGALLY BOUND THEREBY, the parties hereto have
executed and delivered this Agreement on the       
day of October, 2005.


 


 


	
   

  	
  TRANS
  WORLD CORPORATION

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julio
  Heurtematte

  	
   

  	
  By:

  	
  /s/ Rami S.
  Ramadan

  
	
   

  	
  Julio
  Heurtematte, Chairman,

  	
   

  	
  Rami S.
  Ramadan

  
	
   

  	
  Compensation Committee of the

  	
   

  	
   

  
	
   

  	
  Board of Directors

  	
   

  	
   

  
						



 


16