Attached files
| file | filename |
|---|---|
| EX-99.1 - YTB International, Inc. | v191066_ex99-1.htm |
| EX-10.4 - YTB International, Inc. | v191066_ex10-4.htm |
| EX-10.3 - YTB International, Inc. | v191066_ex10-3.htm |
| EX-10.1 - YTB International, Inc. | v191066_ex10-1.htm |
| EX-10.2 - YTB International, Inc. | v191066_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): July 19, 2010
YTB
International, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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000-18412
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20-2181181
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1901
East Edwardsville Road
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Wood
River, Illinois
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62095
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(618)
655-9477
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Incentive
Plan
On July
20, 2010, the Board of Directors (the “Board”) of YTB
International, Inc. (the “Company”) announced
that on July 19, 2010, the Board adopted the YTB International, Inc. Fiscal 2010
Incentive Plan (the “Incentive
Plan”). A copy of the press release announcing adoption of the
Incentive Plan, among other things, is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Executive
officers and certain other Company employees are eligible to participate in the
Incentive Plan. Pursuant to the Incentive Plan, participants are
eligible to receive an award equal to a percentage of the participant’s base pay
for achievement of certain objectives. A participant will receive
incentive compensation if (i) the Company achieves growth in the number of
business owners for the fiscal year, (ii) the Company meets or exceeds certain
financial objectives for the fiscal year, or (iii) the participant meets or
exceeds certain personal or departmental financial and budgetary objectives for
the fiscal year. The objectives under the Incentive Plan will be in
the following categories:
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Growth
in business owners
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- | 25 | % | |||||
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Free
cash flow
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- | 25 | % | |||||
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Earnings
before interest, taxes, depreciation, amortization, discontinued
operations and excluding impairment charges
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- | 25 | % | |||||
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Discretionary
objectives
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- | 25 | % |
The
discretionary objectives represent a list of specific tasks to be accomplished
by the participant during the year. The discretionary award target
will track the weighted average of the Company’s free cash flow target and the
pre-tax operating income target.
Each
objective is assigned a points allocation. Actual performance will be
compared to the objectives and a percent of completion will be
calculated. The total percent completed based on a 100% total will be
multiplied by the award level and then multiplied by the base pay of the
participant to determine the total award. The total award cannot
exceed 25% of the Company’s free cash flow for the year. Executive
officers’ awards are based on 50% to 75% of the respective executive officer’s
base salary. A participant can earn up to 150% of the target award if
actual performance exceeds the established objectives by 150%.
A copy of
the Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
Severance
Program
Also on
July 19, 2010, the Board adopted the YTB International, Inc. Severance
Compensation Program (the “Severance
Program”). Pursuant to the terms of the Severance Program,
certain Company officers are entitled to receive compensation if their
employment with the Company is terminated under certain specified circumstances,
within one year after (or in some cases before) a Change of Control (as defined
in the Severance Program) or for termination without Cause (as such term is
defined in the Severance Program). The term of the Severance Program
is two years. The Board may renew the Severance Program for
subsequent two year terms.
The
beneficiaries of the Program are to be designated by the Compensation Committee
and approved by the Board. The initial executive officer
beneficiaries of the Program are Mr. Lloyd Tomer, Mr. J. Scott Tomer and Mr. J.
Kim Sorensen.
Pursuant
to the terms of the Severance Program, following certain employment terminations
(including terminations by the Company for any reason other than Cause and
terminations by the beneficiary for Good Reason (as such term is defined in the
Severance Program)) within one year after a Change of Control, a beneficiary
will receive a lump-sum payment equal to the beneficiary’s annual base salary
rate in effect immediately before the Change of Control or
termination. Pursuant to the Severance Program, Messrs. Tomer, Tomer
and Sorensen would receive an amount equal to two years’ annual base
salary. A beneficiary would also be paid a pro-rated amount of any
earned bonus through the date of the Change of Control. In addition,
all outstanding unvested options would immediately vest and the beneficiary
would be permitted to exercise all stock options outstanding.
A copy of
the Severance Program is filed as Exhibit 10.2 to this Current Report on Form
8-K, and is incorporated herein by reference.
Employment
Agreement Terminations
In
exchange for participation in the Incentive Plan and the Severance Program, Mr.
J. Kim Sorensen entered into a Termination of Employment Agreement with the
Company dated July 19, 2010, pursuant to which Mr. Sorensen’s employment
agreement with the Company dated January 1, 2008 was terminated (the “Sorensen
Agreement”). In addition, in exchange for participation in the
Incentive Plan and the Severance Program, Mr. J. Scott Tomer entered into a
Termination of Employment Agreement with the Company dated July 19, 2010,
pursuant to which Mr. Tomer’s employment agreement with the Company dated
January 1, 2008 and the modification thereto dated April 6, 2010 and effective
February 1, 2010 were terminated (the “Tomer
Agreement”).
A copy of
the Sorensen Agreement is filed as Exhibit 10.3 to this Current Report on Form
8-K, and is incorporated herein by reference. A copy of the Tomer
Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K, and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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No.
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Description
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10.1
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YTB
International, Inc. Fiscal 2010 Incentive Plan.
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10.2
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YTB
International, Inc. Severance Compensation Program.
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10.3
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Termination
of Employment Agreement date July 19, 2010 between J. Kim Sorensen and the
Company.
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10.4
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Termination
of Employment Agreement dated July 19, 2010 between J. Scott Tomer and the
Company.
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99.1
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Press
release dated July 20,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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YTB
INTERNATIONAL, INC.
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Date: July
20, 2010
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By:
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/s/
Robert M. Van Patten
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Name:
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Robert
M. Van Patten
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Title:
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Chief
Executive Officer and
Interim
Chief Financial
Officer
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EXHIBIT
INDEX
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No.
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Description
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10.1
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YTB
International, Inc. Fiscal 2010 Incentive Plan.
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10.2
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YTB
International, Inc. Severance Compensation Program.
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10.3
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Termination
of Employment Agreement date July 19, 2010 between J. Kim Sorensen and the
Company.
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10.4
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Termination
of Employment Agreement dated July 19, 2010 between J. Scott Tomer and the
Company.
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99.1
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Press
release dated July 20,
2010.
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