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EXHIBIT 10.23
AMENDMENT NO. 1
TO
SENIOR MANAGEMENT AGREEMENT
MADE AS OF MARCH 30, 1998
BETWEEN
GLOBAL VACATION GROUP, INC.
AND
XXXXXX X. XXXXXX
WHEREAS, Global Vacation Group, Inc., a New York corporation (the
"Company"), and Xxxxxx X. Xxxxxx ("Executive") entered into that certain Senior
Management Agreement dated as of March 30, 1998 (the "Agreement"); and
WHEREAS, the Company and Executive wish to amend the Agreement as
set forth herein;
NOW, THEREFORE, the Company and Executive hereby agree as follows:
1. Recital A. The second sentence of Recital A to the Agreement hereby is
amended by deleting therefrom:
"and all shares of Preferred Stock and Common Stock hereafter
acquired by Executive".
2. Section 3 (Repurchase Option).
(a) Section 3(a) of the Agreement hereby is amended by inserting the
following language between ", then" and "all of the executive Stock" in
the second line thereof:
", subject to 3(g),".
(b) Section 3(c) of the Agreement hereby is amended by deleting the
word "The" from the beginning of the paragraph and replacing it with
the following language:
"Subject to 3(g), the".
(c) Section 3 hereby is amended further by the addition of a new
Section 3(g) as follows:
"(g) Notwithstanding any other provision of this Agreement, upon the
closing date of the Initial Public Offering, any shares of Executive
Stock which are Vested Shares shall not be subject to the Repurchase
Option."
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3. Section 4 (Restrictions on Transfer of Executive Stock). Section 4 of the
Agreement hereby is amended by adding the following sentence after the
completion of the existing text:
"In addition, transfers of Unvested Shares shall not be permitted,
except for transfers to one or more Family Members of the Executive
or to a trust solely for the benefit of one or more Family Members
of the Executive."
4. Section 10 (Definitions). Section 10 of the Agreement hereby is amended by
the addition of the following definition:
"FAMILY MEMBERS" with respect to an individual shall mean such
individual's spouse, parents, siblings, and children."
5. Remaining Provisions. In all other respects, the Agreement remains unchanged.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of this 24th day of June, 1998.
GLOBAL VACATION GROUP, INC.
By: /s/ J. Xxxxxxx Xxxxx, Xx.
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J. Xxxxxxx Xxxxx, Xx.
President and Chief Operating Officer
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
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