(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On
January 3, 2008, YTB International, Inc. (the “Company”)
appointed Andrew Cauthen, its existing Corporate Secretary and the President
and
Chief Executive Officer of its wholly-owned subsidiary, YourTravelBiz.com,
Inc.
(“YourTravelBiz.com”),
as
the Chief Operating Officer of the Company, effective January 1, 2008. Mr.
Cauthen, age 63, joined the Company in November 2004 as Chief Operating Officer
of YourTravleBiz.com and was later appointed President and Chief Executive
Officer of YourTravelBiz.com. Mr. Cauthen’s background lies in executive
management, corporate operations, administration, marketing and sales. He has
served as president and CEO of two major ($1 billion plus asset-based)
companies, and has had P&L responsibility for a $200 million budget and
2,000 employees. He was appointed Corporate Secretary of the Company in December
2006.
The
description of the employment agreement entered into by Mr. Cauthen and the
Company set forth under Item 5.02(e) of this Current Report on Form 8-K is
hereby incorporated by reference in its entirety into this Item
5.02(c).
(e) In
conjunction with Mr. Cauthen’s appointment as the Company’s Chief Operating
Officer, on January 3, 2008, he entered into an employment agreement with the
Company, effective as of January 1, 2008 (the “Cauthen
Employment Agreement”).
Under
the Cauthen Employment Agreement, Mr. Cauthen will serve as the Company’s
Corporate Secretary and Chief Operating Officer for a five-year term, earning
a
starting annual base salary (in 2008) of $300,000, which shall increase in
increments of $25,000 for each successive year under the agreement. The
agreement automatically renews for additional one year terms at the then-current
base salary upon the expiration of the initial term or any successor term if
either party does not provide notice of non-renewal at least 90 days prior
to
such expiration.
Beyond
base salary, under the Cauthen Employment Agreement, Mr. Cauthen
was also awarded an incentive stock option to purchase 300,000 shares of the
Company’s Class A Common Stock, which shall vest in five equal installments of
60,000 shares-- on the effective date of the Cauthen Employment Agreement and
the first four anniversaries thereof. Mr. Cauthen will furthermore be eligible
for a bonus equal to two percent (2%) of the Company’s net pre-tax income for
each year under the Cauthen Employment Agreement in which the Company’s net
pre-tax income equals or exceeds $4,000,000, subject to the determination of
the
Compensation Committee of the Company’s Board of Directors. Such bonus shall be
payable in the form of a restricted stock award.
In
consideration of his employment by the Company pursuant to the terms of the
Cauthen
Employment Agreement, Mr.
Cauthen is subject to non-competition and non-solicitation restrictions for
the
entire duration of the agreement and for a period of two years thereafter.
In
the event of termination of the agreement by the Company without cause, Mr.
Cauthen is to be paid his base
salary for the remainder of the term of the agreement as if it had not been
terminated.
A
copy of
the form of Cauthen Employment Agreement is annexed to this Current Report
on
Form 8-K as Exhibit 10.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
No.
Description
10.1
Form
of Employment Agreement, dated as of January 1, 2008, by and between
YTB
International, Inc. and Andrew
Cauthen.
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.
