April 20, 1999
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c/o 800 Travel Systems, Inc.
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▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Deferred Compensation
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Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter sets forth our understanding regarding certain deferred
compensation to be paid to you in connection with your services on behalf of 8OO
Travel Systems, Inc. (the "Company").
1. Subject to the terms and conditions set forth in this letter, the total
deferred Compensation to be paid to you hereunder will be One Hundred Thousand
Dollars ($100,000), together with all interest which may accrue thereon, payable
as follows:
2. Simultaneous with the execution of this letter, the Company will deposit
Twenty Thousand Dollars ($20,000) in a segregated bank account to be maintained
by the Company for purposes of the letter (the "Deferred Compensation Account").
3. Provided that you are still employed by the Company as of such dates,
the Company will deposit an additional Twenty Thousand Dollars ($20,O00) on each
of January 1, 2000, January 1, 2001. January 1, 2002 and January 1, 2003.
4. All funds deposited into the Deferred Compensation Account will remain
on deposit in such account for so long as you remain employed by the Company.
5. Provided your employment with the Company is terminated, the upon such
termination you will be entitled to receive payment of funds on deposit in the
Deferred Compensation Account in total.
Should your employment with the Company be terminated prior to April 1,
2002,
The proceeds of the Deferred Compensation Account will be paid as follows:
a. If the termination is by the Company "without cause" or any other
justification as a result of a change in control or by you with
"good reason," you will receive all amounts on deposit in the
Deferred Compensation Account;
b. If the termination is voluntarily by you without good reason, all
proceeds of the Deferred Compensation Account go to the Company:
c. If the termination is the result of your death or disability, the
proceeds of the Deferred Compensation Account will be paid to you
(or your beneficiary or estate).
Notwithstanding the foregoing, if you remain employed by the Company
as of April 1, 2009, all amounts in the Deferred Compensation Account will be
paid to you at such time.
Very Truly yours,
800 TRAVEL SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
ACCEPTED AND AGREED:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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