AMENDMENTS TO EMPLOYMENT AGREEMENT
AMENDMENTS
TO EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT
(the
“Agreement”) effective as of the 22nd day of November, 2006 between YTB
INTERNATIONAL, INC.,
a
Delaware corporation (F/K/A
REZCONNECT TECHNOLOGIES, INC.),
a New
Jersey corporation (the “Corporation), with principal executive offices located
at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and ▇▇▇▇▇ ▇▇▇▇▇, residing
in
the state of New Jersey.
WITNESETH:
WHEREAS,
the
Corporation desires to employ Executive as the Corporation’s President, to
engage in such activities and to render such services under the terms and
conditions hereof and has authorized and approved the execution of this
Agreement and/
WHEREAS,
Executive desires to be employed by the Corporation under the terms and
conditions hereinafter provided;
NOW
THEREFORE, in
consideration of the mutual covenants and undertakings herein contained, the
parties agree as follows:
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A.
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This
Agreement amends portions of the parties’ Employment Agreement dated
January 1, 2005.
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1.
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Employment,
Duties and Acceptance.
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1.1
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Services.
The
Corporation hereby employs Executive, for the Terms (as hereinafter
defined in Section 2 hereof), to render services to the business
and
affairs of the Corporation in the office referenced in the recitals
hereof
and, in connection therewith, shall perform such duties as directed
by the
Board of Directors of the Corporation from time to time, in its reasonable
discretion, and shall perform such other duties as shall be consistent
with the responsibilities of such office (collectively the “Services”).
Executive shall perform activities related to such office as he shall
reasonable be directed or requested to so perform by the Corporation’s
Board of Directors, to whom he shall report. Executive shall use
his best
efforts, skill and abilities to promote the interests of the Corporation
and its subsidiaries.
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1.2
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Acceptance.
Executive hereby accepts such employment and agrees to render the
Services. Executive shall not engage in any other business activity
or
serve in any industry, trade, professional, governmental or academic
position during the term of the Agreement, except as may be expressly
approved in advance by the Board in writing.
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1.3
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Representations
of the Executive.
The Executive represents and warrants to the Corporation that his
execution and delivery of this Agreement, his performance of the
Services
hereunder and the observance of his other obligation contemplated
hereby
will not (i) violate any provisions of or require the consent or
approval
of any party to any agreement, letter of intent or other document
to which
he is a party or (II) violate or conflict with any arbitration award,
judgment or decree or other restriction of any kind to or by which
he is
subject or bound.
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2.
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Term
of Employment.
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The
term
of Executive’s employment under this Agreement (the “Term”) shall commence on
January 1, 2005 (the “Commencement Date”) and shall terminate on December 31,
2009 unless sooner terminated pursuant to Sections 0 or 5.2 of this Agreement;
provided,
however,
if the
Executive shall fail to give Corporation notice of non renewal not less than
120
days prior to the scheduled expiration of the Term hereof, the Term shall
automatically be extended for an additional five (5) year period.
Notwithstanding anything to the contrary contained herein, the provisions of
this Agreement governing Protection of Confidential Information shall continue
in effect as specified in Section 10 hereof.
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3.
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Base
Salary and Expense
Reimbursement
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3.1
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Base
Salary. During
the Term, as full compensation for the Services, the Corporation
agrees to
pay Executive a minimum base salary (“Base Salary”) at the annual rate of
$120,000 for the period from January 11, 2005 to December 21, 2005,
increasing annually thereafter in $12,000 increments (“Salary
Increments”). The Board of Directors and the Compensation Committee agreed
to modify the full compensation for the remainder of the current
employment agreement which begins on August 1, 2006 at an annual
rate of
$180,000 prorated for the remainder of 2006. Beginning in 2007 the
increase annually thereafter will be a $30,000 increment (“Salary
Increments”). In 2008 the same increase of $30,000 will be made…In 2009
the last year of the current agreement the increase will be 6% of
the 2008
base salary (“Salary Increments”). It is understood that all other items
included in the original employment stated within this document are
the
same as they were in the agreement dated January 1, 2005. In the
event the
Corporation is unable to pay a Salary Increment, the Board of Directors
of
the Corporation may elect to defer such payment. In the event of
deferment, the Salary increment shall continue to be accrued until
such
time as the Corporation in financially able to make such payment.
Base
Salary is subject to withholding and other applicable taxes, payable
during the terms of this Agreement in accordance with the Corporation’s
customary payment practices, but not less frequent than
monthly.
▇▇▇▇▇
▇▇▇▇▇ current employment agreements shall be for consulting services
to
YTB
International, Inc. in connection with the operations and his offership
of
REZconnect Technologies, Inc. and shall be paid by YTB International,
Inc.
It is agreed that ▇▇▇▇▇ will not receive separate or additional
compensation from
REZconnect Technologies, Inc.
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3.2
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Business
Expense Reimbursement.
Upon submission to , and approval by an officer of the Corporation
designated by the Board of Directors of the Corporation, of a statement
of
expenses, reports, vouchers or other supporting information, which
approval shall be granted or withheld based on the Corporation’s policies
in effect at such time, the Corporation shall promptly reimburse
Executive
for all reasonable business expenses actually incurred or paid by
him
during the Term or renewals thereof in the performance of the Services,
including, but not limited to, expenses for entertainment, travel
and
similar items.
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5.1
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Termination
without cause.
This paragraph in its entirety has been deleted from the employment
agreement.
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6.3
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Benefits
upon death or disability.
Is amended in that section as follows:
Y=
then current base Salary and deleted is the copy that read “an amount
equal to three (3) times his then current Base Salary.
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9.3
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Termination
for Cause. The
Corporation may at any time during the Term, without any prior notice,
terminate this Agreement and discharge Executive for Cause, whereupon
the
Corporation’s obligation to pay compensation or other amounts payable
hereunder to or for the benefit of Executive shall terminate on the
date
of such discharge. As used herein the term “Cause” shall mean: (I) a
willful and material breach by Executive of the terms of this Agreement,
(ii) willful violation of specific and lawful written direction from
the
Board of Directors of the Corporation; provided such direction is
not
inconsistent with the Executive’s duties and responsibilities the
Executive is holding at the time of the directive; (iii) fraud,
embezzlement or other material dishonesty by the Executive with respect
to
the Corporation or any of its Affiliates; (iv) conviction of the
Executive
of a felony by a federal or state court of competent jurisdiction;
(v)
Executive’s willful failure to perform (other than by reason of
disability), or gross negligence in the performance of the Service;
or
(vi) Executive’s excessive absenteeism, alcoholism or drug abuse, except
that it is agreed and understood that any past act or omission known
by
the parties to date (November 22, 2006) will not be cause to termination,
and this paragraph will only relate to action in the future. The
obligations of the Executive under Section 10 shall continue
notwithstanding termination of the Executive’s employment pursuant to this
Section 9.3.
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10.3
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Item
10.3.1 has been modified in it’s entirety to allow the following:
At
the end of the Employment Agreement ▇▇▇▇▇ ▇▇▇▇▇, if he has resigned
as
officer and director of REZconnect Technologies, Inc., may conduct
a
franchise and/or travel business so long as they do not directly
act in
competition with YTB International, Inc., and its subsidiaries as
to
Network Marketing and as to Network Marketing offering a travel product
for a periods of five years. It is agreed that ▇▇▇▇▇ will not offer
any
program in REZconnect Technologies or otherwise thereafter for five
years
in which a website to book travel is offered at a lower price than
offered
by YTB which is currently $49.95 per month, without the express prior
written consent of YTB International, Inc.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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ATTEST:
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(F/K/A
REZCONNECT TECHNOLOGIES, INC.)
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By:
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By:
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Name:
Title:
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J. ▇▇▇▇▇ ▇▇▇▇▇ , CEO |
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WITNESS
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▇▇▇▇▇ ▇▇▇▇▇, Individually |