MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company, and certain
information concerning them, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark D. Mastrini 33 President, Chief Operating Officer and Director
Jerrold B. Sendrow 52 Chief Financial Officer, Vice President-Finance, Treasurer,
Secretary and Director
Biagio Bellizzi 57 Vice President-Marketing
Pasquale Guadagno 39 Director
Michael Gaggi 35 Chairman of the Board and Director
</TABLE>
Mr. Mastrini has served as the Company's Chief Operating Officer since
January 1996, and as the Company's President since January 1997. Prior to
joining the Company, from October 1992 until October 1996, Mr. Mastrini was the
founder and owner of One on One Consulting, a consulting firm in Pueblo,
Colorado. From September 1992 until October 1994, Mr. Mastrini was owner of
X-Press Printing, a printing business in Pueblo, Colorado. From October 1993
until December 1996, he was the owner and editor of Pueblo West Eagle Monthly
Magazine. From May 1991 until June 1992, Mr. Mastrini was Vice President of
Sales and Marketing at the Braniff Airlines in Dallas, Texas, an airline which
subsequently filed for protection under Chapter 11 of the Bankruptcy Code in
the Bankruptcy Court in the Eastern District of New York in July 1992.
Mr. Sendrow has served as the Company's Chief Financial Officer, Vice
President-Finance, Treasurer and Secretary and has been a director of the
Company since its incorporation as 800 Travel Systems, Inc. in November 1995.
From June 1994 through November 1995, Mr. Sendrow was employed by 1-800 Low-Air
Fare, Inc., the Company's predecessor, in the same capacities. From March 1993
through June 1994, Mr. Sendrow was employed by MSW Columbia Travel Group, Inc.
as vice president-finance. From December 1984 through March 1993, Mr. Sendrow
was employed by Pisa Brothers, Inc. as controller. Mr. Sendrow has over 22
years experience in the travel industry.
Mr. Bellizzi has served as the Company's Vice President-Operations
since its incorporation as 800 Travel Systems, Inc. in November 1995. From June
1995 through November 1995, Mr. Bellizzi was employed by 1-800 Low-Air Fare,
Inc., the Company's predecessor, as vice president-operations. From 1991
through June 1995, Mr. Bellizzi was employed by Thomas Cook Travel, Inc. as
Director-Leisure Marketing from 1993 until 1995 and as Director - Retail
Offices from 1991 to 1993. Mr. Bellizzi has over 30 years experience in the
travel industry.
Mr. Guadagno has served as a director of the Company since its
incorporation as 800 Travel Systems, Inc. in November 1995. Mr. Guadagno has
been a Senior Vice-President at M.S. Farrell, Inc., an investment banking firm,
since December 1996. From 1993 until November 1996, Mr. Guadagno was Senior
Vice President of Euro-Atlantic Securities, Inc., an investment banking firm in
Boca Raton, Florida. From 1990 through 1993, Mr. Guadagno was employed as a
Senior Vice President by Smith-Barney in New York City.
Mr. Gaggi has served as a director of the Company since its
incorporation as 800 Travel Systems, Inc. in November 1995. Mr. Gaggi is a
senior vice president at Joseph Stevens & Company, L.P., an investment banking
firm in New York City, and has held that position since 1994. From 1993 until
1994, Mr. Gaggi was employed as
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a vice president by Barington Capital. Mr. Gaggi has been a principal director
of Upscale Eyeglass Boutiques Myoptics since 1990. Joseph Stevens & Company,
L.P. is not affiliated with or related to the Joseph Stevens Group, Inc., the
travel agency acquired by the Company in the Steven Merger.
DIRECTOR COMPENSATION
As compensation for services, non-employee directors are paid $2,500
per month. In addition, during 1996 the Company paid personal expenses of
certain directors aggregating approximately $100,000, of such amount $65,750
was paid on behalf of Michael Gaggi and a $34,250 was paid on behalf of a former
director of the Company. In addition, certain directors have received
commissions in connection with private placement of the Company's securities.
See "Certain Transactions."
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or payable in
respect of the year ended December 31, 1996 to the Company's executive officers
who earned over $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------- -------------------------------------------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION SALARY BONUS COMPENSATION AWARDS($)(1) OPTIONS/SARS COMPENSATION
-------------------- -------------- ---------------- --------------- --------------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Mark Mastrini $70,200 $120,000(2) 25,000(2)
President and
Chief Operating
Officer
</TABLE>
(1) Represents 100,000 shares of Common Stock, valued at $1.20 per share.
(2) Represents options to purchase 25,000 shares of Common Stock, exercisable
at $5.00 per share.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of
Messrs. Mastrini, Sendrow and Bellizzi. Each of the employment agreements
commenced on June 1, 1997, and terminates June 30, 2000. Pursuant to their
respective agreements each of Messrs. Mastrini, Sendrow and Bellizzi has agreed
to donate his entire working time and attention to the business of the Company.
In addition, each of these individuals has agreed not to compete with the
business of the Company for a period of ninety days following the termination
of his employment with the Company.
Pursuant to his agreement, Mr. Mastrini is entitled to receive a base
salary initially at the rate of $89,000 per year. The base salary is to
increase by 5% plus the annual increase in the consumer price index on each of
July 1, 1998 and 1999. In addition to his base salary, Mr. Mastrini is to
receive medical and disability insurance comparable to that provided to the
Company's employees generally and a car allowance of $500 per month. As
additional compensation for his services, the
- 33 -
Company issued 100,000 shares of its Common Stock to Mr. Mastrini and options,
exercisable at $5.00 per share, to purchase 25,000 shares of the Company's
Common Stock.
Pursuant to his agreement Mr. Sendrow is entitled to receive a base
salary initially at the rate of $70,200 per year. Mr. Sendrow's base salary
increases by 5% plus the annual increase in the consumer price index on each of
July 1, 1998 and 1999. In addition to his base salary Mr. Sendrow is to receive
medical and disability insurance comparable to that provided to the Company's
employees generally and a car allowance of $350 per month. As additional
consideration for his services, the Company issued 100,000 shares of its Common
Stock to Mr. Sendrow and options, exercisable at $5.00 per share, to purchase
12,500 shares of the Company's Common Stock.
Pursuant to his agreement, Mr. Bellizzi is entitled to receive a base
salary initially at the rate of $45,000 per year. Mr. Bellizzi's base salary
increases by 5% plus the annual increase in the consumer price index on each of
July 1, 1998 and 1999. In addition to his base salary, Mr. Bellizzi is to
receive medical and disability insurance comparable to that provided to the
Company's employees generally. As additional for his services, the Company
issued 50,000 shares of its Common Stock to Mr. Bellizzi and options,
exercisable at $5.00 per share, to purchase 12,500 shares of the Company's
Common Stock.
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