1
EXHIBIT 10.22
AMENDMENT NO. 1
TO
SENIOR MANAGEMENT AGREEMENT
MADE AS OF MARCH 30, 1998
BETWEEN
GLOBAL VACATION GROUP, INC.
AND
J. XXXXXXX XXXXX, XX.
WHEREAS, Global Vacation Group, Inc., a New York corporation (the
"Company"), and J. Xxxxxxx Xxxxx, Xx. ("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 2 (Vesting of Certain Executive Stock). The second sentence of
Section 2(d) of the Agreement hereby is amended and restated in its
entirety to read as follows:
"Shares of Executive Stock which have become vested (whether pursuant
to Section 2(a) or 2(b) above or upon purchase thereof (i.e., the
shares referred to in Section 2(c) above)) are referred to herein as
'VESTED SHARES,' and all other shares of Common Stock are referred to
herein as 'UNVESTED SHARES.'"
3. 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 Section 3(g) below,".
(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 Section 3(g) below, the".
2
(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, after the
closing date of the Initial Public Offering, Vested Shares shall not
be subject to the Repurchase Option."
4. 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:
"Except for Permitted Transfers and Transfers pursuant to the
Repurchase Option, the Executive may not transfer or cause or permit
to be transferred any Unvested Shares, and any purported Transfer in
violation hereof shall be null and void."
5. Section 7 (Provisions Relating to Employment). The definition of
"PERFORMANCE CAUSE" in Section 7(c)(i) of the Agreement hereby is amended
by deleting the reference to "Section 9(h)" where it appears in the
second paragraph of such definition and replacing it with a reference to
"Section 12(h)."
6. Section 10 (Definitions). Section 10 of the Agreement hereby is
amended by deleting therefrom the definition of "PERMITTED TRANSFEREE"
and by adding thereto the following definitions:
"'FAMILY MEMBERS' with respect to an individual shall mean such
individual's spouse, parents, siblings and children."; and
"'PERMITTED TRANSFER' shall mean a transfer of Unvested Shares by the
Executive to (i) one or more Family Members of the Executive or (ii)
to a trust solely for the benefit of one or more Family Members of
the Executive, provided that, prior to any such Transfer, each
transferee shall agree in writing, in a form satisfactory to the
Company, that such transferee shall receive and hold such Unvested
Shares subject to the provisions of this Agreement."
7. Section 11 (Notices). Section 11 of the Agreement hereby is amended by
changing the address of the Executive to the following:
"J. Xxxxxxx Xxxxx, Xx.
c/o Global Vacation Group, Inc.
0000 Xxx Xxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Tel No.: (000) 000-0000
Fax No.: (000) 000-0000"
8. Remaining Provisions. In all other respects, the Agreement remains
unchanged.
* * * * *
2
3
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/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
/s/ J. Xxxxxxx Xxxxx, Xx.
------------------------------------------------
J. XXXXXXX XXXXX, XX.
3
