Attached files
| file | filename |
|---|---|
| 8-K - YTB International, Inc. | v191066_8k.htm |
| 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 |
YTB
International, Inc.
|
Severance Compensation
Program
|
YTB
International, Inc.’s (“YTB”) Board of
Directors (“the
Board”) has adopted this severance compensation program (the “Program”) under which
specified officers of YTB would receive compensation if their employment with
YTB were terminated, under circumstances set forth in the Program, within one
year after (or in some cases before) control of YTB changed hands or for
termination without cause. The term of this arrangement will be for a period of
two (2) years with the option of the Board to renew for subsequent two (2) year
intervals.
The
beneficiaries of the Program would be designated by the Compensation Committee
and approved by the Board. The initial beneficiaries of the Program
are included as Attachment A hereto. The Board would be entitled to
add other officers (including officers of a subsidiary) to the beneficiary group
at a future date, but has no present plans to do so.
The
Program would provide lump-sum payments to the beneficiaries following certain
terminations of their employment within one year after a change of control of
YTB including terminations by YTB for any reason other than cause and
terminations by the beneficiary if the beneficiary had good reason to leave
YTB. Payments would also be made to any beneficiary whose employment
similarly terminated, but before the change of control, if the termination
occurred after commencement of discussions between YTB and a third party that
ultimately resulted in a change of control. However, in that case,
the beneficiary would receive the payment only if his termination (or the “good
reason” giving rise to his termination) took place at the insistence or upon the
suggestion of the third party.
For
purposes of the Program, “cause” is defined as acts which are materially
detrimental to the best interests of YTB and which constitute common law fraud,
a felony or other gross malfeasance. “Cause” also includes the
beneficiary’s permanent disability. “Good reason” is a reduction,
without the beneficiary’s consent, of the beneficiary’s duties, responsibilities
or base salary, or his relocation by more than 50 miles, as compared to his
duties, responsibilities, base salary or location of employment immediately
before the change of control (or immediately before commencement of the
change-of-control discussions in the case of termination of employment before
the change of control). Accordingly, a beneficiary under no
circumstances would receive any payment under the Program if he left YTB without
good reason or was terminated for cause.
For
purposes of the Program, “change of control” is defined as an acquisition of 50%
or more YTB’s outstanding voting securities by any person or entity (or group of
persons or entities acting together); a merger or consolidation in which YTB
does not survive as a publicly-held company or YTB’s shareholders immediately
before the merger or consolidation hold less than 50% of the outstanding voting
securities of the surviving corporation immediately after the merger or
consolidation; or a sale of 50% or more of YTB’s assets (as measured by
consolidated book value) except to an entity in which YTB then holds at least
50% of the equity interests. Only the consummation of such a
transaction would constitute a change of control. An attempt to
effect such a transaction (for example, a failed or terminated tender offer)
would not be a change of control.
Benefits
under the Program would consist of a lump-sum cash payment equal to the
beneficiary’s annual base salary rate (excluding all other compensation such as
bonuses and fringe benefits) in effect immediately before the change of control
(or commencement of the change-of-control discussions in the case of termination
of employment before a change of control). This payment would be in
lieu of other severance benefits to which the beneficiary otherwise might be
entitled. The beneficiary would also be paid a pro-rated payment of
any earned bonus to the date of the change of control and would be permitted to
exercise all stock options outstanding with the options immediately
vested.
2
Attachment
A
YTB
International, Inc.
Severance Compensation
Program
Beneficiaries
as of July 19, 2010 as approved by the Board of Directors:
|
Lloyd
Tomer
|
2
years
|
|
Scott
Tomer
|
2
years
|
|
J.
Kim Sorensen
|
2
years
|
|
R.
M. Van Patten
|
1
year
|
3