FIRST AMENDMENT TO
AGREEMENT AND PLAN OF ORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION (the
"Amendment") is dated as of June 30, 1997, by and among Travel Services
International, Inc., a Delaware corporation ("TSII"), Cruises, Inc., a New York
corporation (the "Company"), and Xxxxxx X. Xxxxxxx, an individual residing in
Bridgeport, New York, individually and in his capacity as a trustee of The
Xxxxxx X. Xxxxxxx Grantor Retained Annuity Trust, Xxxxxx X. Xxxxxxx, an
individual residing in Bridgeport, New York, individually and in her capacity as
a trustee of The Xxxxxx X. Xxxxxxx Grantor Retained Annuity Trust, and Xxxxxx X.
Xxxx, an individual residing in Manlius, New York (collectively, the
"Stockholders").
In consideration of the mutual agreements herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement and Plan of Organization, dated as of May 9, 1997, by and among the
parties hereto (the "Agreement").
2. Additional Stockholders. The parties hereto acknowledge
that, prior to the date hereof, Xxxxxx X. Xxxxxxx transferred 15 shares of
Company Stock to Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each as trustees of
The Xxxxxx X. Xxxxxxx Grantor Retained Annuity Trust (the "Trust"). Xxxxxx X.
Xxxxxxx and Xxxxxx X. Xxxxxxx, as trustees of the Trust, hereby accept and agree
to be bound by all of the terms and conditions of the Agreement as fully as if
each of them had been original signatories to the Agreement in such capacities.
3. Amendment to Annex III. Annex III to the Agreement is
hereby deleted in its entirety and replaced with Annex III attached hereto.
4. Amendment to Annex IV. Annex IV to the Agreement is hereby
deleted in its entirety and replaced with Annex IV attached hereto.
5. Amendment to Annex V. Annex V to the Agreement is hereby
deleted in its entirety and replaced with Annex V attached hereto.
6. Amendment to Employment Agreements. The Employment
Agreements of each of Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, forms of which
are attached as Annex VIII to the Agreement, are hereby amended as follows:
a. The first sentence of Paragraph 2(a) of each
Employment Agreement is amended by deleting "$238,000
per year" as the combined base salary and inserting
"$138,000 per year for the first three years of the
term" as the combined base salary.
b. The last two sentences of Paragraph 2(a) of each
Employment Agreement are hereby deleted in their
entirety and replaced with the following sentence:
"The combined base salary payable hereunder for the
fourth and fifth years of the term shall be subject
to renegotiation, but in no event shall such combined
salary be less than $138,000. Employee shall have the
right to terminate Employee's employment hereunder at
the end of the third year of the term."
7. No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Agreement remain unchanged,
and the terms and conditions of the Agreement as amended hereby remain in full
force and effect.
8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9. Governing Law. This Amendment shall be construed in
accordance with laws of the State of Delaware.
10. Captions. The headings of this Amendment are inserted for
convenience only and shall not constitute a part of this Amendment or be used to
construe or interpret any provision hereof.
[The next page is the signature page]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Agreement and Plan of Organization to be duly executed and delivered as of
the day and year first above written.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /s/ Elan X. Xxxxxxxxx
-----------------------------------
Elan X. Xxxxxxxxx
President
CRUISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx, Individually and as a
trustee of The Xxxxxx X. Xxxxxxx Grantor
Retained Annuity Trust
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx, Individually and as a
trustee of The Xxxxxx X. Xxxxxxx Grantor
Retained Annuity Trust
/s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx, Individually
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