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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K/A

Amendment No. 1

For the Fiscal Year Ended December 31, 2017

or

For the transition period from                      to                     .

Commission File No.:  000-25244

TRANS WORLD CORPORATION

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code:  (212) 983-3355

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  YES ☐ NO ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  YES ☒ NO ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-X is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES ☐ NO ☒

The aggregate market value of the Common Stock of the Registrant held by non-affiliates as of June 30, 2017, based upon the average bid and asked price of $5.75 as reported on the OTCQB on that date, was $51,054,313.00.  As of April 25, 2018, there were 8,879,011 shares of Common Stock of the Registrant deemed outstanding.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  YES ☐ NO ☐

Documents incorporated by reference: None.

EXPLANATORY NOTE

Trans World Corporation (“TWC,” “Trans World,” the “Company,” “we,” “us” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2018. The Company is filing this Amendment No. 1 to the Form 10-K, or “Form 10-K/A,” solely for the purpose of including the Part III information that was to be incorporated by reference from its Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders as the Company will not file a definitive proxy statement within 120 days after the end of the Company’s fiscal year ended December 31, 2017. This Form 10-K/A hereby amends and restates in their entirety Items 10 through 14 of Part III of the Form 10-K.  Certain terms are defined herein, and terms with initial capital letters that are not defined herein were defined in the Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(b) of Part IV is amended to include the currently dated certifications as exhibits. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the date of the original filing of the Form 10-K or modify or update in any way any of the other disclosures contained in the Form 10-K including, without limitation, the financial statements. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s Form 10-K and the Company’s other filings with the SEC.

TRANS WORLD CORPORATION
FORM 1O-K/A

Amendment No. 1

TABLE OF CONTENTS

PART III

Item 10.   Directors, Executive Officers and Corporate Governance.

Board of Directors

Our Board of Directors is responsible for overseeing the management of our business. We keep our directors

informed of our business at meetings and through reports and analyses presented to the Board of Directors and

committees of the Board. Regular communications between the directors and management also occur apart from

meetings of the Board of Directors and committees of the Board. Specifically, from time to time the Board

schedules conference calls with senior management to discuss the Company’s business operations and strategies. The following

table provides information as of March 31, 2018 with respect to each of our directors and Mr. Rami S. Ramadan,

our CEO who is a director and our principal executive officer (the “named executive officer”):

(1)Member of the Audit Committee. 

(2)Member of the Compensation Committee. 

(3)Member of the Nominating Committee.

(4)Member of the Transaction Committee.

(5)Mr. Bennett was appointed to fill a vacancy on the Board of Directors on February 6, 2013, and was re-elected to the Board of Directors at subsequent Annual Meetings of Stockholders, the latest having been on June 8, 2017.

(6)Mr. Brodsky was appointed to fill a vacancy on the Board of Directors on September 6, 2013, and was re-elected to the Board of Directors at subsequent Annual Meetings of Stockholders, the latest having been on June 8, 2017.

(7)Mr. Batzer was elected to fill a vacancy on the Board of Directors at the Annual Meeting of Stockholders on June 25, 2014, pursuant to an agreement by and among TWC, Value Partners, Ltd., the Wynnefield Funds and the Miller Funds, dated April 21, 2014 (as described in the Company’s Form 8-K, dated April 22, 2014).  Mr. Batzer was re-elected to the Board of Directors at subsequent Annual Meetings of Stockholders, the latest having been on June 8, 2017.

(8)Mr. Goldberg was elected to fill a vacancy on the Board of Directors at the Annual Meeting of Stockholders on June 25, 2014, pursuant to an agreement by and among TWC, Value Partners, Ltd., the Wynnefield Funds and the Miller Funds, dated April 21, 2014 (as described in the Company’s Form 8-K, dated April 22, 2014).  Mr. Goldberg was re-elected to the Board of Directors at subsequent Annual Meetings of Stockholders, the latest having been on June 8, 2017.

Rami S. Ramadan. Mr. Ramadan has served as the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) since July 12, 1999 (relinquishing the CFO title in 2016), and as its President since August 2000. His most recent prior position was Executive Vice President of Finance for the privately-owned Ian Schrager Hotels, in New York, New York, from November 1997 to July 1999. Prior to that, Mr. Ramadan held senior financial positions with Hyatt Hotels (NYSE: H), based in Chicago, Illinois, from January 1994 to November 1997, Euro Disney (Euronext: EDL) in France from October 1990 to December 1993 and Le Méridien Hotels, a France-based company, from September 1975 to September 1990. We believe by virtue of his position as CEO, Mr. Ramadan can readily share with the Board of Directors any and all matters pertaining to the operation of the Company.

Timothy G. Ewing. Mr. Ewing, a chartered financial analyst (“CFA™”), is the managing partner of Ewing & Partners and the manager of Value Partners, Ltd., a private investment partnership formed in 1989, and of the Endurance Partnerships, private investment partnerships formed in 2001. Mr. Ewing has been a member of TWC’s Board of Directors since 2004, and is currently a member of its Compensation, Nominating and Transaction Committees as well.  Mr. Ewing has been a member of the board of directors of AccuTex Investments LLC in Dallas, Texas since 2012 and was a director of Cherokee, Inc. (NASDAQ: CHKE) from 1997 to 2017.  In addition, he is the past chairman of the

board and serves on the Chairman’s Council of the Perot Museum of Nature & Science in Dallas, Texas. He serves on the advisory board of the University of Texas at Dallas’ Holocaust Studies Program. We believe Mr. Ewing’s financial expertise as managing partner of a private investment firm, as well as sitting on other boards, will enable him to make important contributions to our Board of Directors.

Patrick J. Bennett, Sr. Mr. Bennett was appointed to the Board on February 6, 2013 by a vote of the Board of Directors to fill a vacancy in the Board caused by the Board’s decision to increase the size of the Board by one seat. In June 2014, he was appointed as both a member and the Chairman of TWC’s Audit and Compensation Committees. Mr. Bennett is the President and Founder of CEO Strategies Group, a private consulting group formed in February 2011, located in the Washington D.C./Baltimore, Maryland area. Since April 2014, he has served as an independent director on the Board of Cosὶ Inc., a fast-casual dining chain based in Boston, Massachusetts, which emerged as a private company from a Chapter 11 bankruptcy in May 2017.  Since May 2011, he has served on the Board of Altius Communications. From 2001 to 2011, Mr. Bennett served as Executive Vice President, then as President and Chief Executive Officer of Covad Communications Group, Inc. (NASDAQ: COVD) in San Jose, California. Between 1998 and 2000, he served as Executive Vice President and Chief Operating Officer of Rogers AT&T Wireless (TSX: RCI) in Toronto, Canada. He previously served as a director at Livewire Mobile, Inc. (OTC: LVWR) in Littleton, Massachusetts, until the company was sold in 2014. We believe Mr. Bennett’s financial and operating expertise, as well as his experience sitting on other boards will enable him to make valuable contributions to TWC.

Michael B. Brodsky. Michael B. Brodsky. Mr. Brodsky is the Managing Partner of Vajra Asset Management, LLC, an investment firm. Since September 2013, Mr. Brodsky has served on the Board of Directors of the Company, including as Board Chairman and a member of the Audit Committee, both positions since June 2014. He is also Chairman of and since 2010 has served on the Board of Determine, Inc. (NASDAQ: DTRM), a provider of contract management, procurement and sourcing software that is headquartered in Carmel, Indiana. He is also Chairman (since December 2016) and was previously lead Director (from June 2014 until December 2016) at I.D. Systems, Inc. (NASDAQ:IDSY), Woodcliff Lake, New Jersey, a provider of wireless machine to machine (M2M) solutions for securing, controlling, tracking, and managing high-value enterprise assets. Since June 2012, he has served as a member of the board of directors of Genesis Land Development Corporation (TSX: GDC), a residential land developer and homebuilder based in Calgary, Canada. He previously served on the Board of Directors of JPS Industries, Inc. (formerly OTCPK: JPST), a manufacturer of urethane film, sheet and tubing, and other highly engineered components which is headquartered in Greenville, South Carolina. Mr. Brodsky served on the Board of JPS from February 2015 until July 2015, at which time the company was acquired by Handy & Harman. From February 2013 until July 2014 he was a member of the Board of Directors of AltiGen Communications, Inc., (OTCPK: ATGN), a provider of Voice over Internet Protocol (VoIP) phone systems and call center solutions based in San Jose, California.  Previously he was a member of the Board of Directors and served as the President, Chief Executive Officer and Executive Chairman of Youbet.com, Inc., (formerly NASDAQ: UBET) an online horse racing wagering provider based in Woodland Hills, California. Following the June 2010 acquisition of Youbet.com by Churchill Downs Incorporated (NASDAQ: CHDN), an industry-leading racing, gaming and online entertainment company headquartered in Louisville, Kentucky, Mr. Brodsky served on Churchill Downs’ Board of Directors from 2010 to 2012. From 2005 to 2011, Mr. Brodsky was the managing partner of New World Opportunity Partners, LLC, a private investment firm in Chicago, Illinois. Mr. Brodsky has served on the board of directors of Los Angeles-based Spark Networks, Inc. (AMEX: LOV), a collection of niche-oriented community websites. From November 2015 until its sale in July 2017.  We believe Mr. Brodsky’s broad operating and management expertise, knowledge of the gaming sector, as well as his experience with public company governance, will enable him to make valuable contributions to our Board of Directors.

Max W. Batzer.  Mr. Batzer has been a portfolio manager at Wynnefield Capital, Inc. in New York, New York, since 1999. Since June 2014, he has served as a director of TWC and sits on the Compensation Committee, the Nominating Committee , on which he also serves as Chairman and is the Chairman of the Transaction Committee. He served as a director and as a member of the Nominating/Governance Committee of Summer Infant, Inc. (NASDAQ: SUMR), a designer and manufacturer of infant safety, health and wellness products, located in Woonsocket, Rhode Island from 2012 to 2014. From 2007 to 2015 when it was sold to CoSine Communications, Inc., Mr. Batzer served as a director at API Group, Plc (LON: API), a United Kingdom publicly listed manufacturer of specialized packaging and security products, and served as Chairman of the Nominations and Governance Committee and as a member of the Remuneration Committee. He was a director of Cornell Companies, Inc., a publicly traded owner and operator of private

correction facilities for adults and children in the U.S., located in Houston, Texas, and served on the Board's Governance and Nominating Committee from 2007 and as the Chair of the Transaction Committee from its inception, in each instance until the company was acquired by the Geo Group in 2010. We believe Mr. Batzer’s financial expertise and board experience will enable him to make important contributions to our Board of Directors.

David E. Goldberg. Mr. Goldberg was most recently Chief Executive Officer, President and a Director of ScoreBig.com, a privately-held company based in Los Angeles, California, that is the live entertainment industry’s first online marketplace for the safe and secure liquidation of unsold ticket inventory, from 2013 through 2016.  He has served on TWC’s Board of Directors since June 2014 and also serves on its Nominating and Transaction Committees. Since 2012, he has also been a partner in Spring Valley Partners, a boutique consulting firm, based in Washington, D.C., providing advisory work in a variety of industry verticals including gaming, ticketing, interactive media and more. He served as Chief Operating Officer and then President and Chief Executive Officer of YouBet.com, Inc. from October 2008 to June 2010.  Previously, Mr. Goldberg had been a consultant with YouBet since August 2008. From 2003 to August 2008, Mr. Goldberg served as an Executive Vice President of Ticketmaster, located in Los Angeles, California, where, through the Office of the Chief Executive Officer, he shared responsibilities for overall leadership of the company. Prior to joining Ticketmaster in 2003, Mr. Goldberg served as Executive Vice President of Corporate Development for Sportvision, a private, interactive sports technology and marketing company based in Chicago, Illinois, and was a co-founder and Executive Vice President of Tunes.com, a Chicago-based closely-held company. We believe Mr. Goldberg’s extensive business background is a valuable addition to our Board of Directors.

Information about our Board

The Company’s Board of Directors, which is chaired by Mr. Brodsky, an independent director, in a non-executive role, has responsibility for establishing broad corporate policies and oversight of the overall performance of TWC and is not involved in the day-to-day operating details of the Company's business. Members of the Board are kept informed of the Company's business through various documents and reports provided by Mr. Ramadan, the Company’s President and CEO, and other officers of the Company and by participating in Board and Board committee meetings. Each director has access to all books, records and reports of TWC, and members of management are available at all times to answer any director's questions.

The Chairman of the Board organizes Board activities to enable the Board to effectively provide guidance to, and oversight and accountability of, management. To fulfill that role, the Chairman, among other things, creates and maintains an effective working relationship with the CEO and other members of management and with the other members of the Board; provides the CEO ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and oversight, maintaining the responsibility of management to develop and execute corporate strategy and the responsibility of the Board to review and express its views on corporate strategy. The functions of the Chairman include:

The Board holds monthly telephone conference calls and meets in person on an as-needed basis. The Board has established several committees, described below, which also meet on an as-required basis during the year.  The Board met via conference calls 11 times throughout the 2017 fiscal year, in person twice, and conducted business by written consent thrice during the Company's fiscal year ended December 31, 2017. No director attended fewer than 75% of the total number of meetings of the Board or meetings of committees of the Board during the year ended December 31, 2017. While the Company has no policy relating to director attendance at the Company’s Annual Meeting of shareholders, directors are encouraged to attend. All of the Company’s directors at that time attended the 2017 Annual Meeting of Shareholders that was held on June 8, 2017. None of our directors have been involved in any legal proceedings that are material to an evaluation of the ability or integrity of any director.

The Board’s Role in Risk Oversight

The Company is subject to various risks which may include, among others, risks associated with the Company’s financial condition, liquidity, operating performance and various regulatory impacts and compliance. The Board of Directors as a whole has responsibility for risk oversight, including reviewing information regarding the Company’s credit, liquidity and operations, as well as reports from management on enterprise risk and committee reports. The Compensation Committee is responsible for overseeing the management of risks relating to TWC’s executive compensation. See “Executive Compensation - Effects of Compensation Programs on Risk,” below. The Audit Committee is responsible for overseeing the management of financial risks. See “– Report of the Audit Committee,” below. The Nominating Committee, among other things, is responsible for developing and recommending to the Board of Directors, as well as implementing and monitoring compliance with, the Code of Ethics for directors, officers and employees and our corporate governance principles. See “– Ethical Standards,” above. The Transaction Committee was formed in 2017 to investigate strategic alternatives for the Company and negotiated, and recommended to the Board of Directors and the stockholders, the Agreement and Plan of Merger dated as of March 2, 2018 (the “Merger Agreement”), by and among TWC and FEC Overseas Investment (UK) Limited (“FEC OIL”), FEC Investment (US) Limited, and Far East Consortium International Limited.  The Board as a whole is responsible for overseeing the management of risks associated with Board independence and potential conflicts of interests. While each committee is responsible for evaluating and overseeing the management of such risks, the entire Board is regularly informed of each committee’s analysis.

The Board of Directors does not view risk in isolation. Risks are considered in every business decision and as a part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk and that some risk is inherent in every business opportunity that the Company may pursue in order to achieve its business objectives. While the Board of Directors oversees risk management, Company management is charged with managing risk, which it does through its internal processes and procedures and its internal audit and controls. Management communicates routinely to the Board and its committees with respect to actual or potential risks that they have identified and how they are or will be managed.

To learn more about risks facing TWC, you can review the risk factors in Part 1, Item 1A of the Company’s Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission on March 28, 2018 (the “Form 10-K.” As used herein, the term Form 10-K also means the Form 10-K and this Amendment No. 1 to the Form 10-K, as the context may require). The risks set forth in the Form 10-K are not the only risks facing the Company. Additionally, risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition or results of operations in the future.

Governance Guidelines and Director Independence.

The Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of the Company and its stockholders. In determining whether a material relationship exists, the Board considers a number of factors, which may include, for example, the purchase or sales of goods and/or services between the Company and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder), whether a director is a nominee of a major stockholder who has signed a non-disclosure agreement with the Company, the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the Company to the director, and whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company. The Audit Committee reviews the Board’s approach to determining director independence periodically and recommends changes as appropriate for consideration and approval by the full Board. In that regard, the Audit Committee, in February 2014, recommended, and the Board approved, a change to the Guidelines that would remove the requirement that the Audit, Compensation and Nominating Committees consist of independent directors, which revision is contrary to the listing requirements of the NASDAQ. TWC is not a NASDAQ-listed company as of the date of this report.

The Board reviewed, in March 2018, all relationships between the Company and the members of the Board, and determined that all members of the Company’s Board of Directors were “independent directors,” except for Mr. Ramadan, who serves as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors.

The Board of Directors has adopted corporate governance guidelines that set forth certain Board policies including:

A copy of the Company’s Corporate Governance Guidelines and the Board Committee Charters are available on the Company’s website at www.transwc.com in the “Investor Relations – Corporate Governance” section and will also be furnished without charge to any stockholder upon written request. Such requests should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017.

Ethical Standards

The Board of Directors also codified principles and guidelines for the Company’s executive officers. The Code of Ethics for Executive Officers (the “Code of Ethics”) requires that TWC’s executive officers affirmatively agree to:

A copy of the Company’s Code of Ethics is available on the Company’s website at www.transwc.com in the “Investor Relations – Corporate Governance” section and will be furnished to any stockholder without charge upon written request. Such requests should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017. If the Company amends or waives the Code of Ethics with respect to the chief executive officer, principal financial or principal accounting officer, it will describe the amendment or waiver in a Form 8-K to be filed with the SEC under applicable regulations.

Our Board Committees

The Board of Directors of TWC is authorized by its bylaws to, from time to time, create, and has created, ad hoc committees to perform certain duties delegated to them by the Board. The Board is also authorized elect members of the Board to committees of the Board which may be necessary or appropriate for the conduct of the business of the Company. Membership on each committee is determined by the Board of Directors subsequent to each Annual Meeting of shareholders. At December 31, 2017, TWC had the following four committees:

Audit Committee. The Audit Committee has the responsibilities set forth in the Company’s Audit Committee Charter. It reviews and approves internal accounting controls, internal audit operations and activities, the Company's annual report and audited financial statements, the selection of the Company's independent auditors, the activities and recommendations of the Company's independent auditors, material changes in the Company's accounting procedures, the Company's policies regarding conflicts of interest and such other matters as may be delegated by the Board. The Board has determined that each audit committee member has sufficient knowledge in financial and auditing matters to serve on the audit committee. The Audit Committee is composed of Mr. Bennett, the Committee’s Chairman and Mr. Brodsky and Mr. Goldberg, all of whom are non-employee, “independent” directors, with Mr. Bennett serving as the “audit committee’s financial expert.” The Audit Committee conferred by conference call four times in 2017.

A copy of the Company’s Audit Committee Charter, which was originally approved by the Board of Directors on May 14, 2004 and was amended by the Audit Committee and approved by the Board of Directors on April 12, 2013, is available on the Company’s website at www.transwc.com in the “Investor Relations – Corporate Governance” section and will be furnished to any stockholder without charge upon written request. Such requests should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017.

Compensation Committee. The Compensation Committee, whose responsibilities are enumerated in the Company’s Compensation Committee Charter, sets the compensation for executive officers of the Company and sets the terms of grants of awards under the Company's 2014 Equity Plan, and any other equity-based compensation plans adopted by the Company. The Compensation Committee has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement.  It also has the authority to obtain

advice and assistance from internal or external legal, accounting or other advisers. No compensation consultant was employed during 2017.  Additional information on the roles and responsibilities of the Compensation Committee is provided in the “Management Compensation” section of this Annual Report on Form 10-K.  The Compensation Committee is composed of Messrs. Bennett, the Committee’s Chairman, Batzer and Ewing, all of whom are considered to be “independent” as described above under “Corporate Governance Guidelines; Director Independence” and qualified as “outside” directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code.”) The Compensation Committee met twice in person and conferred by telephone conference call four times in 2017.

A copy of the Company’s Compensation Committee Charter, which was originally approved by the Board of Directors on May 14, 2004 and was amended by the Compensation Committee and approved by the Board of Directors on April 12, 2013, is available on the Company’s website at www.transwc.com in the “Investor Relations – Corporate Governance” section and will be furnished to any stockholder without charge upon written request. Such requests should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017.

Nominating Committee. The Nominating Committee reviews, evaluates and recommends candidates for the Board, oversees and evaluates the Board and Company’s management appointments, selects Board committee chairs and membership, and performs any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with the Committee’s Charter, the Company’s Bylaws and applicable law. The Nominating Committee, composed of Messrs. Batzer, the Committee’s Chairman, Goldberg, and Ewing, met in person once in 2017.

The Charter of the Nominating Committee of the Board of Directors specifies that the Nominating Committee is responsible for the recommendation of a nominee to the Board, or a replacement member to the Board when a vacancy occurs on the Board by reason of disqualification, resignation, retirement, death or an increase in the size of the Board. When considering candidates for the Company’s Board of Directors, the Nominating Committee reviews the candidates’ applicable skills, taking into account current Board composition and Company circumstances. The Committee evaluates, on an annual basis, among other things, the qualifications of individual director candidates to determine the appropriate characteristics, skills and experience as outlined in the Company’s Corporate Governance Guidelines for the Board as a whole. The Committee will consider director nominations by stockholders, using the same criteria as described above. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating shareholder’s ownership of Company stock should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017.

The Nominating Committee considers, at a minimum, the following factors in recommending to the Board nominees and potential new Board members, or the continued service of existing members:

A copy of the Company’s Nominating Committee Charter, which was originally approved by the Board of Directors on May 14, 2004, and was amended by the Nominating Committee and approved by the Board of Directors on April 12, 2013, is available on the Company’s website at www.transwc.com in the “Investor Relations – Corporate Governance” section and will be furnished to any stockholder without charge upon written request. Such requests should be sent to: Jill Yarussi, Corporate Secretary, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New York 10017.

Transaction Committee. The Transaction Committee was initially formed by the Board of Directors as an ad hoc committee in February 2017, and was formalized in September 2017, to investigate strategic alternatives available to the Company. Specifically, the role of the Transaction Committee was to: (i) formulate, establish, oversee, and direct a process for the identification, evaluation, and negotiation of a potential sale of the Company, by merger or otherwise, and any other strategic transaction that the Transaction Committee may determine to be necessary or advisable; (ii) evaluate and negotiate the terms of any proposed definitive acquisition agreement or any other agreements in respect of a potential sale of the Company, by merger or otherwise, or any other strategic transaction that the Transaction Committee may determine to be necessary or advisable; and (iii) make recommendations to the Board of Directors in connection with any of the foregoing, including with respect to any proposed transaction, that the Transaction Committee deemed necessary or advisable.  As a result, the Transaction Committee, in accordance with the powers delegated to it by the Board, engaged an investment banking firm and outside counsel to assist it in effectuating its mandate. The members of the Transaction Committee are Messrs. Batzer, Chairman, Ewing and Brodsky. The Transaction Committee met three times in person held 11 conference call meetings and also held numerous informal discussions in 2017. On February 27, 2018, the Transaction Committee found the Merger Agreement to be advisable and in the best interests of the Company and its stockholders and recommended that the Board of Directors and the stockholders of the Company approve the Merger Agreement, the other agreements associated therewith and the merger transaction (“Merger Transaction”) with Far East Consortium International Limited.

There were no transactions or relationships between the directors or any members of their immediate families (or any entity of which a director or immediate family member is an executive officer, general partner or significant equity holder) and members of the Company’s senior management or their affiliates except as set forth below in the section entitled “Certain Transactions.”

Certain Transactions

The Company recognizes that relationships between the Company and outside entities can present potential or actual conflicts of interest. Accordingly, the Company has a written Code of Ethics (“Code”) that requires executive officers to report actual and potential conflicts of interest. Outside activities covered by the policy include those activities involving any director, executive officer, employee or members of their immediate families.

We attempt to analyze all transactions in which the Company (or our subsidiaries) participates and in which a related person may have a direct or indirect material interest, both due to the potential for a conflict of interest and to determine whether disclosure of the transaction is required under applicable SEC rules and regulations. Related persons include any of our directors or executive officers, certain of our stockholders and their respective immediate family members. As it relates to our employees, officers and directors, pursuant to our Code of Ethics, which is available on our website at http://www.transwc.com under the tab “Investor Relations,” all employees are required to avoid conflicts of interest and to disclose to the Chief Financial Officer of the Company any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

Management reviews all transactions between directors and/or officers on the one hand, and the Company on the other hand, to identify any potential conflict transactions. All relevant relationships and any transactions, along with payables and receivables, are compiled for each person and affiliation. If a conflict transaction is identified, management submits a report of the affiliation, relationship, transaction and appropriate supplemental information to the Audit

Committee, which is comprised of independent directors, for its review. Directors and executive officers are required to promptly advise the Company of any transactions with the Company. Management, with the advice of special counsel, is responsible for determining whether or not an actual or potential conflict of interest exists and establishing any controls required.

Item 404(a) of Securities and Exchange Commission’s Regulation S-K (“Item 404(a)”) provides for the disclosure of transactions involving amounts exceeding $120,000 in which the Company is a participant and in which a “related person” has a direct or indirect material interest (“related person transaction”). The term “related person” is defined by Item 404(a) and includes directors, executive officers, director nominees, shareholders owning five percent or greater of the Company’s outstanding Common Stock and their immediate family members.  Management, with the advice of special counsel, is responsible for determining whether or not an actual or potential conflict of interest exists and establishing any controls required.

The Company believes that the Merger Transaction constitutes a “related party transaction” with respect to: (i) its Board of Directors due to the Indemnification Agreements, described below, and the additional directors and officers liability insurance acquired by the Company for a six-year period following the closing of the Merger Transaction; and (ii) Mr. Ramadan who will receive severance compensation if the Merger Transaction is consummated (see Item 11. “Executive Compensation – Employment and Change of Control Agreements; “ – Severance Agreements” and “ – Potential Payments upon Termination of Employment or a Change in Control”).

On March 2, 2018, the Company and FEC OIL entered into Support Agreements with the following shareholders of the Company: (i) LIM III – Trust A-4, MBM-Trust A-4, Milfam II L.P., LIMFAM LLC, Milfam LLC and Lloyd I. Miller, IRA; (ii) Value Partners, Ltd.; and (iii) Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. (collectively, the “Principal Shareholders”). The Support Agreements, among other things, (i) require the execution of the Merger Consent (as defined below) by those Principal Shareholders, (ii) require that in the event of a shareholder meeting such shareholders will vote in favor of the merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any proposal adverse to the merger, (iii) appoints FEC OIL or its designee as such shareholders’ proxy and attorney-in-fact to vote such shareholders’ shares in favor of the merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, and (iv) restricts the transfer of such shareholders’ shares.

On March 2, 2018, in connection with the Merger Agreement, the Company entered into an Indemnification Agreement with each of the following directors of the Company: Michael B. Brodsky (Chairman), Patrick S. Bennett, Sr., Timothy G. Ewing and David E. Goldberg (collectively, the “Indemnitees”). The Indemnification Agreements clarify and supplement indemnification provisions contained in the Company's Bylaws and generally provide that the Company shall indemnify the Indemnitees to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, legal fees, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or officer and also provide for the Indemnitees’ right to receive advancement of their expenses, including legal fees, and contribution.  On March 9, 2015, the Company had previously entered into agreements in the same form as the Indemnification Agreement with Rami S. Ramadan and Max W. Batzer, members of the Board of Directors.

The Transaction Committee, which was represented by outside counsel selected by it, approved the Merger Transaction and recommended that such matter be approved by the full Board of Directors. The Board of Directors of the Company approved the Merger Transaction and determined that it and the merger were advisable, in the best of interests of the Company’s shareholders and recommended that the Company’s shareholders approve the Merger Agreement and the transactions contemplated therein. In considering their recommendation, the Board of Directors of the Company received an opinion of Union Gaming Securities LLC, financial advisor to the Company, that the per share merger consideration payable to the Company’s shareholders was fair to the shareholders from a financial point of view. Immediately following execution of the Merger Agreement, the Principal Shareholders of the Company who owned on such date approximately 88% of the outstanding shares of Common Stock delivered written consents (the “Merger Consent”) adopting the Merger Agreement and approved the transactions contemplated thereby. The severance

compensation payable to Mr. Ramadan was approved by the Merger Consent and by stockholders at the 2017 Annual Meeting of stockholders in the annual “say-on-pay” advisory vote.

Reference is made to that Form 8-K “Current Report” filed by the Company with the SEC on March 8, 2018.  Moreover, in connection with the proposed merger, the Company prepared an information statement (the “Information Statement”) for the shareholders of the Company and filed it on March 29, 2018 with the SEC (i.e., the definitive Schedule 14C Information), and mailed the Information Statement to its shareholders on April 2, 2018 and may file other documents regarding the proposed transaction with the SEC as well.  The Company urges investors and shareholders to read the Information Statement as well as other documents filed with the SEC, because they contain, and will contain, important information.  Investors and shareholders may obtain, without charge, a copy of the Information Statement and other filed documents at the SEC’s website, http://www.sec.gov or from the Company by directing a request by mail to the Company at Trans World Corporation, Attn: Corporate Secretary, 545 Fifth Avenue, Suite 940, New York, New York 10017, or by telephone at (212) 983-3355.

We believe that these policies and procedures collectively ensure that all related person transactions requiring disclosure under SEC rules are appropriately reviewed and approved or ratified. Accordingly, except as set forth above, no transactions concerning the Company’s directors, executive officers, the 5% beneficial holders, or immediate family members of these individuals require disclosure under Item 404(a) in this Form 10-K/A.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC and the Financial Industry Regulatory Authority, Inc. (formerly, the National Association of Securities Dealers, Inc.) (“FINRA”) by certain dates. Officers, directors and 10% stockholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file. 

As of March 31, 2018, Value Partners held 37.5% of our issued and outstanding Common Stock. Mr. Ewing, one of our directors, can be considered to be a controlling person of Value Partners, and by virtue of his ownership of 10,000 five-year stock options, granted in April 15, 2015, 7,500 of which have vested, and an additional 30,753 shares of Common Stock that will be issued under the Deferred Plan, Mr. Ewing beneficially owned at such date, in the aggregate, 37.7% of our issued and outstanding stock.   See “ – Certain Transactions,” above and Item 11. “Executive Compensation – Directors’ Compensation.”

Wynnefield Small Cap Value Offshore Fund, Ltd, Wynnefield Partners Small Cap Value LP and Wynnefield Partners Small Cap Value LP1 (collectively known as the “Wynnefield Funds”) participated in the Company’s two private equity placements. As of March 31, 2018, Wynnefield Funds held 26.5% of our issued and outstanding Common Stock.  See “ – Certain Transactions,” above.

As of March 31, 2018, Milfam II L.P., MILFAM LLC, and Lloyd I. Miller – IRA, collectively referred to as the “Miller Funds,” is controlled and managed by Neil S. Subin, who succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller III, held 24.0% of our issued and outstanding Common Stock.  See “ – Certain Transactions,” above.

We know of no other person or entity who owns 10% or more of the Company’s Common Stock.

Based solely on review of the copies of such forms either filed by us on behalf of our directors and named executive officer, or furnished to us, we believe that all applicable Section 16(a) filing requirements were satisfied by our directors and named executive officer during 2017.

Item 11.   Executive Compensation.

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Program.  Our compensation philosophy is to provide compensation to our executive officers that is competitive in the marketplace in order to attract and retain qualified and experienced officers.  The compensation of our named executive officer, including the various components of such compensation, is determined by our Compensation Committee.  The Compensation Committee consists solely of independent, non-employee directors.  In addition, the Committee may use, from time to time, independent outside consulting firms that provide information regarding the compensation paid by our peer group, as described below.

When setting the compensation of our named executive officer, the Compensation Committee generally targets compensation which is comparable with our peer group with respect to each of the components of compensation.  The compensation we provide to our named executive officer primarily consists of the following:

The Compensation Committee.  The Compensation Committee of our Board of Directors administers our executive compensation programs.  The members of the Committee are Messrs. Patrick J. Bennett, Sr., the Chairman, Timothy G. Ewing and Max W. Batzer.  None of the members is a current or former officer or employee of our Company or any of our subsidiaries or has any separate business relationship with the Company (other than as a shareholder). The role of the Committee is to: (i) oversee our compensation and benefit plans and policies; (ii) administer our stock benefit plans (including reviewing and approving equity grants to executive officers); and (iii) review and approve annually all compensation decisions relating to the named executive officer, Mr. Rami S. Ramadan, who serves as President and Chief Executive Officer of the Company, as set forth in the Summary Compensation Table.

Role of the Chief Executive Officer and Management.  Our Chief Executive Officer provides recommendations to our Compensation Committee on matters of compensation philosophy, plan design and the general guidelines for other executive officers’ and employee compensation.  These recommendations are then considered by the Compensation Committee and the Compensation Committee then makes recommendations to the full Board of Directors. The Chief Executive Officer generally attends Compensation Committee meetings but does not vote and is not present for executive sessions or for any discussion of his own compensation. 

Tax Deductibility of Pay.  The “Tax Cuts and Jobs Act” eliminates the performance-based exception under Code Section 162(m), effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officer (including stock options) in excess of $1 million will not be deductible unless it qualifies for transition relief that applies to compensation paid under binding contracts that were in effect as of November 2, 2017. Because of the lack of regulatory and other guidance pertaining to the future interpretation of Code Section 162(m) and the new transition rule, no assurance can be given that compensation intended to qualify for Code Section 162(m)’s performance-based exception in fact will. The Company will continue to evaluate the impact of the elimination of the performance-based exception and the impact of the transition rule on its current and future compensation programs.  

To date, Section 162(m) has not affected the ability of the Company to deduct the expense of the executive compensation paid. In addition, the Compensation Committee may permit the payment of, and/or award, compensation in the future that is not fully deductible under Code Section 162(m) if the Compensation Committee believes that such

compensation packages will best attract, retain, and award successful executives and contribute to achievement of TWC’s business objectives.

Salaries.  With the exception of the Chief Executive Officer, the salaries of our KMEs are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities.  Increases in salary are based on an evaluation of the individual’s performance and current level of pay.  Merit increases normally take effect in January of each year. 

Pursuant to the evergreen renewal terms of his employment agreement, Mr. Ramadan’s employment was automatically renewed on October 1, 2017 for a one-year term ending December 31, 2018.  The base annual salary for Mr. Ramadan for 2018 is $450,000.  Base salary is considered in conjunction with the short-term annual bonus component of our executive compensation program.

Bonuses.  In addition to the 2017 Profit Sharing Plan (see “Note 11 – Compensation Plans” of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8 above), a discretionary cash bonus for the named executive officer is determined by the Compensation Committee, on an annual basis, when applicable.  The amount of the bonus is based on the Company’s overall performance as well as an evaluation of the individual’s performance.  In the years ended December 31, 2017 and 2016, the Compensation Committee granted individual performance awards of $191,250 and $168,750, respectively, to the named executive officer. 

Stock Options.  In determining the size of stock option grants to executive officers, our Compensation Committee considers the Company’s financial performance against the strategic plan as attributed to executive officers. In this regard, our Committee granted to Mr. Ramadan, the Chief Executive Officer, on November 11, 2014, pursuant to the Company’s 2014 Equity Plan, five-year options to purchase 200,000 shares of Common Stock that vest in four equal parts, with the options to acquire 50,000 shares vesting immediately upon the date of grant and options to acquire 50,000 shares vesting subsequently upon each anniversary of the grant date. The exercise price of all these options was initially set at $3.20 per share, the closing stock price on the date of grant, and will escalate by 4.0% annually on each anniversary date. As of December 31, 2017, these options were fully vested and are exercisable at the escalated exercise price of $3.60 per share. (See also “Note 12 – Stock Options” of the Notes to the Consolidated Financial Statements, included in the Company’s Annual Report on Form 10-K, in Part II, Item 8).

On April 15, 2015, pursuant to the Company’s 2014 Equity Plan, the Compensation Committee recommended and the Board approved a grant to all six members of the Board at that time, each five-year options to purchase 10,000 shares of Common Stock that vest in four equal parts, with the options to acquire 2,500 shares vesting immediately upon the date of grant and options to acquire 2,500 shares vesting subsequently upon each anniversary of the grant date. The exercise price of these options was initially set at $2.75 per share, the closing stock price on the date of grant, and will escalate by 4.0% annually on each anniversary date. The fair value of this grant was $76,000. As of December 31, 2017, 37,500 options have vested and are exercisable at the escalated exercise price of $2.97 per share.

On January 29, 2016, pursuant to the Company’s 2014 Equity Plan, the Compensation Committee recommended and the Board approved a grant of five-year options to Mr. Ramadan to purchase 75,000 shares of Common Stock that vest in four equal parts, with the options to acquire 18,750 shares vesting immediately upon the date of grant and options to acquire 18,750 shares vesting subsequently upon each anniversary of the grant date. The exercise price of all these options was initially set at $2.59 per share, the closing stock price on the date of grant, and will escalate by 4.0% annually on each anniversary date. As of December 31, 2017, 37,500 options were vested and are exercisable at the escalated exercise price of $2.69 per share. 

Any unvested options granted under Mr. Ramadan’s employment agreement will, automatically and without any further action on the part of Mr. Ramadan, the Company, or any members of the Compensation Committee, terminate upon the effective date of the termination or expiration of his employment agreement, except that all unvested options granted thereunder will, automatically and without any further action on the part of any person, vest to Mr. Ramadan upon the closing date of a change of control (as defined by the employment agreement) of the Company. All such vested options must be surrendered or otherwise converted into cash or securities of the acquirer or exercised as required or permitted by the terms and conditions of the change of control documents.  See Item 9B. “Other Information” with

respect the pending Merger Transaction, which if consummated, would result in a Change in Control of the Company and trigger the automatic vesting of all of the Board’s and Mr. Ramadan’s unvested options granted under the 2014 Equity Plan.

Restricted Stock Awards.  Under our 2014 Equity Plan, our Compensation Committee is authorized to grant share awards, which are a right to receive a distribution of shares of Common Stock. Shares of Common Stock granted pursuant to a share award are in the form of restricted stock which vests upon such terms and conditions as established by the Committee. Our Compensation Committee determines which officers and key employees will be granted share awards, the number of shares subject to each share award, whether the share award is contingent upon achievement of certain performance goals and the performance goals, if any, required to be met in connection with a share award. Non-employee directors are not eligible to receive share awards. Under the 2014 Equity Plan, our Compensation Committee has the discretion to grant an award or awards to any one individual participant during any one calendar year up to 200,000 shares of Common Stock. However, in no event shall there be granted during the term of the 2014 Equity Plan, restricted stock or restricted stock units, which are not subject to be achievement of a performance target or targets covering more than an aggregate of 150,000 shares.

Pursuant to his renewed employment agreement and the former equity plan, in July 2005, Mr. Ramadan was granted 75,000 shares of restricted Common Stock that vest cumulatively, according to the performance targets outlined below:

All unvested restricted stock granted hereunder will, automatically and without any further action on the part of Mr. Ramadan or any members of the Compensation Committee, terminate upon the effective date of the termination or expiration of his employment agreement, except that all unvested restricted stock granted thereunder will, automatically and without any further action on the part of any person, vest to Mr. Ramadan upon the closing date of a change of control (as defined in the employment agreement) of the Company. All such vested restricted stock must be converted into cash or securities of the acquirer as required or permitted by the terms and conditions of the change of control documents. As of December 31, 2017, 50,000 shares of restricted stock vested.  See Item 9B. “Other Information” of the Form 10-K with respect the pending Merger Transaction, which if consummated, would result in a Change in Control of the Company and trigger the automatic vesting of all of Mr. Ramadan’s unvested restricted stock granted under the 2014 Equity Plan.

Stock Ownership Guidelines.  We have not established any formal policies or guidelines addressing expected levels of stock ownership by the named executive officer or for other executive officers. However, under the terms of the Profit Sharing Plan, KMEs are required to defer 50% of their individual Profit Sharing Plan awards into the Deferred Compensation Plan.  

Additional Components of Executive Compensation.  As part of the renewal of the named executive officer’s employment agreement in July 2005, the named executive officer and the Company amended the change in control provisions therein. The purpose of these provisions is to retain, for the benefit of the Company, the talents of this highly skilled officer whose services are integral to the development and implementation of the Company’s business. This agreement, as discussed below, provides for severance benefits in the event of the termination of the executive’s employment under certain circumstances, or in the event of the occurrence of certain events.  The included severance payments are intended to align the named executive officer’s and the stockholders’ interests by enabling the named executive officer to consider corporate transactions that are in the best interests of the stockholders and other constituents of our Company without undue concern over whether the transactions may jeopardize the named executive officer’s own

employment or impose a financial hardship on him. The grounds under which severance payments are triggered in the employment and change in control provisions of Mr. Ramadan’s employment agreement are similar to, or the same as, those included in many employment agreements for senior executive officers of comparable gaming companies.  See “- Severance Agreements.”

Deferred Compensation Plan.    On May 17, 2006, the Compensation Committee of the Board unanimously approved and adopted TWC’s Deferred Compensation Plan, which provides certain key employees and non-employee directors the opportunity to elect to defer receipt of specified portions of their compensation and to have such deferred amounts treated as if invested in the Common Stock of the Company. The Deferred Plan was amended and restated effective as of November 18, 2008, in order to comply with Section 409A of the Internal Revenue Code.

We adopted the Deferred Plan with the intention that it shall at all times be characterized as a “top hat” plan of deferred compensation maintained for a select group of management, as described under ERISA Sections 201(2), 301(a)(3) and 401(a)(1) and the Deferred Plan shall at all times satisfy Section 409A of the Internal Revenue Code. The unfunded Deferred Plan obligations are payable only in the form of Common Stock upon the earlier of: (i) a designated, in-service distribution date which must be a minimum of three years from the year of the first deferral; (ii) separation of employment; (iii) disability; (iv) change in control of the Company; or (v) death. A participant’s election form must specify whether the payments will be made by lump sum or by installments, and the number of annual installments (with a minimum of two and a maximum of five installments) as may be directed by the participant in his or her election form.

Treatment of Stock Options, Restricted Stock and Deferred Compensation Shares Under the Merger Agreement.  Please refer to Exhibit 2.1 to the Form 8-K “Current Report” filed by the Company with the SEC on March 8, 2018 regarding the treatment of stock options, restricted stock and deferred compensation shares under the Merger Agreement.

Say-On-Pay/Say-On-Pay Frequency.  Our shareholders voted, at our 2017 Annual Meeting of Stockholders held on June 8, 2017 to approve, on a non-binding advisory basis: (i) the compensation paid to Mr. Rami S. Ramadan, the Company’s President and Chief Executive Officer (the named executive officer); and (ii) the compensation that may be paid to him in the event of a change of control of the Company, both as disclosed herein in this Annual Report on Form 10-K. The proposal received more than 91.5% of the shares voted being cast in favor of the proposal. The Board of Directors appreciates this show of support, which reaffirms to the Board that the Company's current management compensation policies and programs work to support our stockholders' objectives. The Company believes the philosophy and objectives of its management compensation program, as well as the implementation of the elements of the compensation program, are appropriately geared towards aligning the interests of management with the stockholders to drive stockholder value. No changes were made to the structure of the Company's core management compensation programs in 2017.  

Effects of Compensation Programs on Risk

The Company believes that its compensation policies and practices for its employees are such that they are not likely to create risk that would have a material adverse effect on Trans World Corporation. As described in this Annual Report on Form 10-K, the named executive officer of the Company has typically been paid two forms of incentive compensation – an annual bonus and, from time to time, stock options and/or restricted stock. The bonus is considered a “short-term incentive” and is measured against, among other things, earnings per share, return on equity, cash flow from operations and performance against designated financial targets. These measures are transparent, subject to review, and verified by audit. The Company’s “long-term incentives,” typically stock options or restricted stock, are based upon the employee’s past performance in the short term and his ability to affect results directed by the Board, but the value of the incentives is based solely on future stock performance. These factors again, are transparent, subject to review with the performance goals subject to audit, and, with respect to the market value of the stock, not in the control of the officer. In short, the Board of Directors believes that these compensation practices provide little room for manipulation of financial results and a relatively low level of risk. The compensation program does not include “claw-back” provisions of incentive-based compensation from current or former executive officers following a restatement of the Company’s financial statements triggered by material non-compliance with any financial reporting requirements under applicable federal securities laws. To the extent that incentive compensation is utilized for other employees at the Company, consistent practices are followed. This disclosure was reviewed and approved first by the Chief Executive Officer, and then by the Compensation Committee and the Board of Directors.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as an officer or employee or related person of the Company at any time.  None of the Company’s executive officers serve as a member of the compensation committee of any other entity that has an executive officer serving as a member of our Company’s Board of Directors. None of our Company’s executive officers serve as a member of the board of directors of any other entity that has an executive officer serving as a member of our compensation committee. None of our executive officers has served as a member of the Compensation Committee of another entity that has an executive officer serving as one of our directors.

Summary Compensation Table

The following table sets forth a summary of certain information concerning the compensation awarded or paid by our Company or our subsidiaries for services rendered in all capacities during the fiscal years ended December 31, 2017 and 2016 to the Company’s executives, who, with the exception of Mr. Ramadan, are not “named executive officers” of the Company:

The following table sets forth information concerning grants of awards pursuant to the 2014 Equity Plan made to the executives during the year ended December 31, 2017: 

Grants of Plan-Based Awards for the Year Ended December 31, 2017

GRANTS OF PLAN-BASED AWARDS

Equity Compensation Plans

The following table sets forth certain information for all equity compensation plans and individual compensation arrangements (whether with employees or non-employees, such as directors) in effect as of December 31, 2017:

A summary description of our Company’s equity compensation plans are found at Note 11. “Compensation Plans,” and Note 12. “Stock Options,” respectively, of the Notes to the Consolidated Financial Statements in the Annual Report on Form 10-K.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by the certain executives of the Company as of December 31, 2017:

Option Exercises

No stock options were exercised and no shares of restricted stock vested for the KMEs in 2017.  No stock options were exercised in 2017 or 2016 by the named executive officer. On December 31, 2016, 25,000 shares of restricted stock vested for the named executive officer (subject to verification of the attainment of previously set performance goals by means of the audit of the Company’s year-end financial statements). Those shares were issued in March 2017 after the issuance of the audit by the Company’s independent registered public accountants.  If consummated, the Merger Transaction will result in a “change of control” under the 2014 Equity Incentive Plan and will trigger the automatic vesting and payout of all stock options and restricted stock under that plan. See “-Employment and Change of Control Agreements,” “-Severance Agreements,” and “Potential Payments upon Termination of Employment or a Change in Control,” below.

Nonqualified Deferred Compensation

Pursuant to the terms of each year’s Profit Sharing Plan, as approved annually by the Board of Directors, a portion, ranging from 20% in 2007 (its inception year) through 2009, 40% from 2011 through 2013, and 50% from 2014 through 2017, of the Profit Sharing Plan award was required to be deferred into the Company’s Deferred Compensation Plan to be paid out in Common Stock, according to individual elections on the conditions of disbursement. Our Deferred Compensation Plan provides for the deferral of compensation on a basis that is not tax-qualified. The amounts deferred under our Deferred Compensation Plan for the years ended December 31, 2017 and 2016 are set forth in the Summary Compensation Table, above, under the heading “Nonqualified Deferred Compensation Earnings.” See “- Deferred Compensation Plan,” above.  If consummated, the Merger Transaction will result in a “change of control” under the Deferred Compensation Plan and will trigger the automatic vesting and payout of all of the shares held under that plan. See “-Employment and Change of Control Agreements,” “-Severance Agreements,” and “Potential Payments upon Termination of Employment or a Change in Control,” below.

Employment and Change of Control Agreements

On October 1, 2017, pursuant to evergreen renewal terms of Mr. Ramadan’s employment agreement, our Company automatically extended Mr. Ramadan’s employment agreement, originally dated July 1, 2005, to which we agreed to employ him as President and Chief Executive Officer for a renewable term of one year, currently ending on December 31, 2018, with a current base annual salary of $450,000. Mr. Ramadan will continue to be eligible to participate in the 2014 Equity Plan and any present or future employee benefit plans, including the 2018 Profit Sharing Plan and the Deferred Compensation Plan. He will also be reimbursed for reasonable travel and out-of-pocket expenses necessarily incurred in the performance of his duties.

Our Company, as part of an employment agreement renewal, amended the change of control agreement with Mr. Ramadan in 2014.  See “ – Severance Agreements,” below and “Compensation Discussion and Analysis – Additional Components of Executive Compensation,” above.

Severance Agreements

On November 11, 2014, the Compensation Committee of the Company’s Board of Directors approved an amendment (“Amendment”) to the Amended and Restated Employment Agreement dated November 18, 2008 (“Employment Agreement”) for Mr. Ramadan, the Company’s President and CEO.

The Amendment provides that if, within 120 days prior to, or twenty-four months after a Change of Control (as defined in the Employment Agreement), (i) Mr. Ramadan is terminated by the Company other than for cause (and not due to his death or disability), or (ii) he provides the Company with written notice of his Voluntary Termination for Good Reason (as defined in the Employment Agreement), or (iii) he is in the employ of the Company on the closing date of a Change in Control of the Company, then the Company will pay to him: (A) an amount equal to two times his Base Salary (as defined in the Employment Agreement) as of the date of termination; and, (B) any accrued but unpaid (1) base salary; (2) sick pay; (3) vacation pay; and (4) health insurance benefits as described in the Employment Agreement for the period ending on the earlier of: (x) the date Mr. Ramadan obtains subsequent employment where medical insurance coverage is available to him, or (y) two years after the date of termination or Change in Control, as applicable. If the above benefits are paid to him as a result of (iii) above, they cannot be paid to him again as a result of either (i) or (ii), above, for the same Change in Control event.

The Amendment also includes a description of what actions TWC and Mr. Ramadan will take in the event that the aggregate payment or benefits to be paid to him as described above are deemed by the Internal Revenue Service to be “excess parachute payments” under Section 280G of the Internal Revenue Code.

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

Potential Payments upon Termination of Employment or a Change in Control

The following table describes the potential payments to Mr. Ramadan, the named executive officer, upon an assumed termination of employment or a change in control as of December 31, 2017: 

Directors’ Compensation

Our non-employee directors’ compensation includes a cash retainer fee of $15,000 per quarter, per member. In addition, the non-executive Chairman of our Board receives an additional $1,250 per quarter, while each chairman of our three Committees receives an additional $625 per quarter. To recognize the burden and importance of the Audit Committee, each member of this Committee is compensated an additional $1,250 per quarter. The chairman of the Transaction Committee receives $1,250 per quarter, effective in the second quarter of 2017.  Board members participate in the Company’s Deferred Compensation Plan and each member defers a portion of his fees into that plan each quarter. All members of the Board are reimbursed for their out-of-pocket expenses in connection with attending Board meetings in person. The only full-time employee director of our Company does not receive any fees for board or committee meetings. Non-employee directors are entitled to participate in the 2014 Equity Plan.

The following table sets forth information concerning compensation paid or accrued by our Company to each member of the Board of Directors during the year ended December 31, 2017. As an employee-director, Mr. Ramadan received no compensation for his board membership. His compensation is fully reported in the Summary Compensation Table in the section “Management Compensation,” above: