TravelNow.com Inc.
318 Park Central East-Suite 306
Springfield, Missouri 65806
July 31, 2000
Mr. Antoine Toffa
987 E. Fairchild Drive
Highlands Ranch, Colorado 80126
Re: Terms of Engagement as a Director of TravelNow.com, Inc. effective as
of May 3, 2000.
Dear Mr. Toffa:
This letter sets forth the terms of your engagement as a member of the
board of directors (the "Board") of TravelNow.com Inc. ("TravelNow") for the
period commencing from the time of your initial appointment, May 3, 2000 (the
"Effective Date") and ending at the time of the annual shareholders meeting in
the year 2002. You will be required to stand for election to the Board at the
annual shareholders meeting which will be held on the last Tuesday in September
of 2000 and on the last Tuesday in September of 2001. By signing on the last
page hereof, you agree to the following terms:
Scope of Services
-----------------
You will serve as a member of the Board and perform all duties that such
position entails, including, but not limited to, attendance at and participation
in regular and special meetings of the Board.
Consideration
-------------
In exchange for your service as a member of the Board, TravelNow will grant
to you options exercisable for 20,000 shares of the common stock of TravelNow.
Your shares will be exercisable on the Effective Date. The exercise price for
the options granted to you is $8.25 which is the last quoted sale price of
TravelNow's common shares on the date of the grant (May 3, 2000). These options
will expire on the last Tuesday of September 2002, the date your last term as
director of the Company expires. Such options shall be provided to you pursuant
to the TravelNow Omnibus Stock Option Plan dated May 3, 2000, and subject to all
of the restrictions contained therein. As of the date of this letter,
TravelNow's common stock trades under the symbol TNOW on the NASDQ Small Cap.
<PAGE>
Expenses
--------
TravelNow will reimburse you for all reasonable out-of-pocket expenses
incurred in the performance of your duties as a director, including, but not
limited to, expenses incurred in attending meetings of the Board. TravelNow will
review and pay such expenses with its normal procedures for paying the expenses
of directors, including such documentation requirements as may be adopted from
time to time.
TravelNow's Business Operations
-------------------------------
The current business operations of TravelNow do not include acting as a
"business travel related online interactive information service" as TravelNow
understands the use of such phrase. If, in the future, TravelNow wishes to
engage in such activities, it is agreed that you will resign your position on
the Board. In this latter event you would be permitted to exercise any
outstanding options at or prior to the time of your resignation.
Because you are a director, TravelNow will provide you with information
about its business activities. TravelNow will promptly notify you of all new
lines of business entered by it. In addition, by signing this letter, you agree
that you will not disclose to TravelNow any confidential information.
Nothing contained in this letter shall in any way be interpreted as
limiting the business ventures that may be pursued by TravelNow.
Additional Terms
----------------
Your membership on the Board shall be subject to all the terms, powers,
privileges, conditions and obligations applicable to directors which are
contained in the Articles of Incorporation and Bylaws of TravelNow. Copies of
such Articles and Bylaws will be provided to you upon your request.
If the foregoing meets with your approval, please indicate your assent by
signing this original letter and the enclosed copy, and returning the original
to TravelNow at the address indicated above.
Very truly yours,
By: /s/ Jeff Wasson
--------------------------------
Jeff Wasson
Chief Executive Officer
TRAVELNOW.COM INC.
AGREED AND ACCEPTED:
By: /s/ Antoine Toffa
--------------------------------
Antoine Toffa
