<PAGE>   1

                                                                   EXHIBIT 10.31

                       RESIGNATION OF EMPLOYMENT AGREEMENT

       This Resignation of Employment Agreement (this "Agreement") is entered
into as of May ___, 1999, by and between WALTER S. BERMAN (the "Executive") and
GLOBAL VACATION GROUP, INC., a New York corporation (the "Company"), and Thayer
Equity Investors III, L.P., a Delaware limited partnership ("Thayer").

                              W I T N E S S E T H :

       WHEREAS, the Company, Thayer and Executive are parties to a Management
Agreement dated March 30, 1998, as amended (the "Management Agreement");

       WHEREAS, the Executive currently serves as Executive Vice President and
Chief Financial and Accounting Officer of the Company;

       WHEREAS, the Company and the Executive desire to enter into an agreement
to provide for the terms and conditions by which the Executive's employment with
the Company will cease as of May 15, 1999 (the "Resignation Date").

       NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:

                                    ARTICLE I
                       TERMS AND CONDITIONS OF RESIGNATION

       1.1 Resignation of Executive. The Company and the Executive hereby agree
that the employment of Executive as Executive Vice President and Chief Financial
and Accounting Officer of the Company shall cease as of the Resignation Date.
The Executive also resigns, effective as of the Resignation Date, from all
positions, including directorships, which Executive may have in the Company and
in any subsidiaries of the Company, including without limitation, Friendly
Holidays, Inc., Island Resort Tours, Inc., International Travel & Resorts, Inc.,
Classic Custom Vacations, Inc., Haddon Holidays, Inc., MTI Vacations, Inc., GVG
Finance Company and Globetrotters, Inc.

       1.2 Severance Pay for Executive. The parties hereby agree that
Executive's resignation pursuant to this Agreement shall be deemed to be a
resignation of Executive without Good Reason pursuant to Section 7 of the
Management Agreement and as a result Executive shall be owed no severance or
other pay from the Company after the Resignation Date. Notwithstanding the
foregoing, in exchange for the mutual promises and covenants contained herein,
Executive is hereby released from the liquidated damages required to be paid by
Executive to the Company pursuant to Section 7(c)(ii)(B) of the Management
Agreement.

       1.3 Options. Executive hereby agrees that all stock options by Executive
with respect to the Company's common stock shall terminate and be of no further
force and effect as of the Resignation Date.

       1.4 Status of Management Agreement. The Management Agreement is hereby
terminated, including but not limited to the "Repurchase Option" of the Company
and Thayer thereunder and, except for Executive's rights as a shareholder of the
Company, all obligations between Executive and the Company as well as any
benefits to Thayer are hereby governed by this Agreement.

<PAGE>   2

       1.5 Mutual Release.

           (a) Except in connection with this Agreement, Executive on the one
hand and the Company on the other hand, hereby remise, release and forever
discharge the other and their successors, assigns and affiliates from any and
all manner of action and actions, cause and causes of action, suits, debts,
dues, sums of money, accounts, reckoning, contracts, controversies, agreements,
liabilities, promises, damages, judgments, claims or demands of whatsoever kind
or nature, in law or in equity which either the Executive on the one hand and
the Company on the other hand, may have against the other from the beginning of
the world to the date hereof.

           (b) These releases shall include, by way of example and not
limitation, all claims, actions, causes of action, liabilities, demands, rights,
damages, costs, attorneys' fees, expenses and controversies of every kind which
arise out of, relate, or are based on (i) Executive's employment with the
company or the termination thereof, (ii) statements, acts or omissions by
Company and its agents (whether actual or apparent), employees or
representatives whether in their individual or representative capacities, (iii)
express or implied agreements between the parties, and (iv) the Civil Rights Act
of 1866, 1964, and 1991, the Employee's Income Retirement Security Act of 1974,
the Age Discrimination in Employment Act, the Older Workers Benefit Protection
Act, the Rehabilitation Act of 1973, and all other state and federal statutes.

       1.6 Warranties.

               (a) Warranties. Executive warrants and represents as follows:

                   (i) He has read this Agreement, and agrees to the conditions
and obligations set forth in it;

                   (ii) He has had a reasonable time to consider the terms of
this Agreement and after being advised by Company to seek legal counsel;

                   (iii) He has had 21 days in which to consider the Agreement,
and, if he executes this Agreement less than 21 days from receipt, it is with
the understanding that he had the full 21 days available if he so desired;

                   (iv) He may revoke this Resignation Agreement for 7 days
following his execution, and this Agreement shall not become enforceable and
effective until 7 days after such execution;

                   (v) He has not assigned any of his rights or interests under
this Agreement, the Management Agreement, or any other agreement or arrangement
between him and the Company;

                   (vi) He voluntarily executes this Agreement after having had
full opportunity to consult with legal counsel and without being pressured or
influenced by any statement or representation of any person acting on behalf of
Company including the officers, agents and attorneys for Company; and

                   (vii) He has full and complete legal capacity to enter into
this Agreement.

               (b) Warranties.

<PAGE>   3

                   (i) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporation action of the Company, and
the Agreement has been duly and validly executed and delivered by the Company
and it constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms and

                   (ii) The Company has not assigned any of its rights or
interests under this Agreement, the Management Agreement or any other agreement
or arrangement between either of them and the Executive.

       1.7 Repurchase of Stock.

           (a) In consideration for the payment by the Company of $30,862 or
$.82 per share (the "Purchase Price"), the Executive agrees to sell, transfer
and assign to the Company and the Company agrees to purchase and acquire from
the Executive, the "Performance Vesting Shares" granted to and owned by the
Executive pursuant to the Management Agreement, consisting of 37,637 shares of
the of the Company's Common Stock. On the Resignation Date, the Company shall
deliver a check or a wire transfer of funds to the Executive's account in the
amount of the Purchase Price in exchange for all of the Performance Vesting
Shares.

          (b)  Executive represents and warrants that:

               (i) He has full right, power and authority to enter into and
perform this Agreement and to sell, transfer and assign the Performance Vesting
Shares contemplated above;

               (ii) He is the sole beneficial owner of the Performance Vesting
Shares to be sold by it as contemplated above, free and clear of all liens,
claims and encumbrances;

               (iii) His execution, delivery and performance of this Agreement
will not violate any agreement binding on him.

       1.8 Retained GVG Shares. Executive is the owner of sixty one thousand
seven hundred seventy (61,770) shares of the Company's Common Stock (hereinafter
referred to as the "Restricted Shares") which were granted to Executive as
either "Time Vesting Shares" or "Non-Performance Vesting Shares" pursuant to
Section 2 of the Management Agreement and which are fully vested. Executive
covenants and agrees that, unless a Sale of the Company occurs or Executive
dies, the Restricted Shares may not be Transferred until on or after April 1,
2005. In the event that (i) a Sale of the Company occurs or (ii) Executive dies,
all Restricted Shares may be Transferred by Executive or his estate (subject to
applicable securities laws). On the date of this Agreement, Executive is also
the owner of ninety thousand nine hundred forty nine (90,949) shares of the
Company's Common Stock, which shares are fully vested and are not subject to any
limitations on Transfer other than compliance with applicable securities laws.

       1.9 Post-Employment Relationship. Following the Resignation Date,
Executive agrees that, subject to the approval of Executive's future Employer's
and, in Executive's sole discretion based on his other obligations and
commitments, at the request of the Company's Chief Executive Officer or the
Board, he will provide advice and consultation to the Company with respect to a
list of matters to be approved by the Executive and the Company and serving as a
special advisor to the Board. If, during the year following this Agreement, the
Board and Executive agree that it would be mutually beneficial, then the Board
shall use its best efforts to cause Executive to be nominated or appointed as a
member of the Board. In the event that Executive becomes a member of the Board,
then Executive shall be entitled to the same level of compensation and benefits,
including stock option grants, provided to other independent directors serving
on the Company's

<PAGE>   4

board of directors. Executive shall be reimbursed by the Company for all
expenses reasonably incurred in connection with Executive's performance of such
services as an advisor and/or director.

       1.10 Mutual Non-Disparagement.

            (a) Subsequent to the date hereof, Executive agrees not to
intentionally make to any customer, supplier, employee or business relation or
affiliate of the Company or the general public any statement that materially
disparages the Company, Thayer, or their respective subsidiaries and affiliates
(including their respective officers, directors, shareholders and employees).

            (b) Subsequent to the date hereof, the Company agrees not to
intentionally make any general public statement to employees, suppliers,
customers or the general public that materially disparages the Executive.

       1.11 Confidential Information and Goodwill; Inventions. Executive
acknowledges and agrees that:

            (a) As a necessary function of Executive's employment with the
Company, Executive had access to and utilized Confidential Information which
constitutes a valuable and essential asset of the Company's business.

            (b) The Confidential Information, observations arid data obtained by
Executive during the course of his employment concerning the business and
affairs of the Company are the property of the Company, including information
concerning the acquisition opportunities in or reasonably related to the
Business of which Executive became aware during his employment by the Company.
Therefore, Executive agrees that he will not disclose to any unauthorized Person
or use for his own account any of to Confidential Information without the
Board's written consent. Within ten (10) days following the date of this
Agreement, Executive agrees to deliver to the Company all memoranda, notes,
plans, records, reports and other documents (including copies thereof) relating
to the Business or any other Confidential Information.

            (c) Executive acknowledges that all inventions, innovations,
developments, improvements, methods, designs, analyses, drawings, software,
reports and all similar or related information (whether or not patented or
patentable) developed by Executive during his employment by the Company which
(i) directly or indirectly relate to the Company or its Affiliates or the
Business, or (ii) resulted from any work performed by Executive while employed
by the Company or its Affiliates belongs to the Company arid its Affiliates and
Executive represents and warrants that, except to the extent previously
transmitted to the Company, no such inventions, innovations, developments,
improvements, methods, designs, analyses, drawings, software, reports and all
similar or related information (whether or not patented or patentable) exist.

                1.12 Noncompetition and Nonsolicitation.

            (a) Executive acknowledges that in the course of his employment with
the Company he has become familiar with the Company's and its Affiliates' trade
secrets and with other confidential information concerning the Company and that
his services were of special, unique and extraordinary value to the Company and
its Affiliates. Therefore, Executive agrees that, until the later of (i) one
year after the last day that Executive serves the Company as a special advisor
or director (if he serves in either of such capacities) or (ii) May 15, 2000
(the "Noncompete Period"), he shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any manner
engage in any business competing

<PAGE>   5

with the business of the Company and its Subsidiaries or any businesses with
which the Company or its Subsidiaries have firm plans to engage in on the date
of this Agreement; provided, however, that Executive may perform services for
American Express and its affiliates in accordance with past practice; provided,
further, that in no event will such services be performed in connection with
American Express and its affiliates' leisure travel services businesses
(consumer or wholesale) in existence during the Noncompete Period.

            (b) During the Noncompete Period and for a period of one (1) year
thereafter, Executive shall not directly or indirectly through another entity
(i) induce or attempt to induce any senior management employee of the Company or
any Subsidiary or, to the actual knowledge of the Executive, any other employee
of the Company or any Subsidiary to leave the employ of the Company or such
Subsidiary, or in any way interfere with the relationship between the Company or
any Subsidiary and any employee thereof or (II) induce or attempt to induce any
customer, supplier, vendor, licensee or other business relation of the Company
or any Subsidiary to cease doing business with the Company or such Subsidiary,
or to modify its business relationship with the Company in a manner adverse to
the Company or any Subsidiary or in any way disparage the Company or its
Subsidiaries to any such customer, supplier, vendor, licensee or business
relation of the Company or any Subsidiary.

            (c) If, at the time of enforcement of Section 1.11 or 1.12 of this
Agreement, a court holds that the restrictions stated herein are unreasonable
under circumstances then existing, the parties hereto agree that the maximum
duration, scope or geographical area reasonable under such circumstances shall
be substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law. Because Executive's services are
unique and because Executive has access to Confidential Information, the parties
hereto agree that money damages would be an inadequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security).

                1.13 Definitions.

            (a) "Affiliate" of any Person means any other Person which directly
or indirectly controls, is controlled by or is under common control with such
Person.

            (b) "Board" means the Company's board of directors or the board of
directors or similar management body of any successor of the Company.

            (c) "Business" means any business of the Company or its Subsidiaries
now or hereafter engaged in, including without limitation to business of
providing travel products.

            (d) "Competitive Activity" means any business or activity of
Executive or any third party that is the same as the Business or competitive
with the Business.

            (e) "Confidential Information" means all confidential information
and trade secrets of the Company and its Affiliates including, without
limitation, the following: the identity, written lists, or descriptions of any
customers, referral sources or Organizations; financial statements, cost
reports, or other financial information; contract proposals or bidding
information: business plans; training and operations methods and manuals;
personnel records; fee structures; and management systems, policies or
procedures, including related forms and manuals. "Confidential Information"
shall not include any information or

<PAGE>   6

knowledge which: (a) is in the public domain other than by Executive's breach of
this Agreement or (b) is disclosed to Executive lawfully by a third party who is
not under any obligation of confidentiality.

            (f) "Management Agreement" has the meaning set forth in the first
WHEREAS clause set forth above.

            (g) "Organization" means any organization that has contracted with
the Company for the performance of services in connection with the Business.

            (h) "Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

            (i) "Purchase Price" has the meaning set forth in Section 1.7 above.

            (j) "Resignation Date" has the meaning set forth in the third
WHEREAS clause set forth above.

            (k) "Sale of the Company" means any transaction or series of
transactions pursuant to which any Person(s) other than Thayer and its
Affiliates in the aggregate acquire(s) (i) capital stock of the Company
possessing the voting power (other than voting rights acquiring only in the
event of a default, breach or event of noncompliance) to elect a majority of the
Board (whether by merger, consolidation, reorganization, combination, sale or
transfer of the Company's capital stock, shareholder or voting agreement, proxy,
power of attorney or otherwise) or (ii) all or substantially all of the
Company's assets determined on a consolidated basis.

            (l) "Subsidiary" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.

            (n) "Transfer" means to sell, transfer, assign, pledge or otherwise
dispose of all or any portion of any interest (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law,
including upon death).

                                   ARTICLE II
                               GENERAL PROVISIONS

       2.1 Notices. Any notice provided for in this Agreement must be in writing
and must be delivered to the recipient at the address below indicated:


<PAGE>   7

               To the Company:

                      Global Vacation Group, Inc.
                      Suite 550
                      1420 New York Avenue, N.W.
                      Washington, D.C. 20005
                                  Tel:        (202) 347-1800
                                  Fax:        (202) 347-0710
                                  Attn:       Daniel Raskas
                                              Larry Gilbertson

               With Copies to:

                      Hogan & Hartson, L.L.P.
                      555 Thirteenth Street, N.W.
                      Washington, D.C. 20004
                                  Tel:        (202) 637-5771
                                  Fax:        (202) 637-5910
                                  Attn:       Christopher J. Hagan, Esq.

               To the Executive:

                      Walter S. Berman
                      7 Polo Field Lane
                      Great Neck, NY 11020

                                  Tel:        (516) 466-9743
                                  Fax:        (516) 466-4454

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given five (5) business
days after mailing by first class mail, certified return receipt requested, one
business day after delivery to a receipted courier for next business day
delivery, or upon transmission by telex or facsimile.

       2.2 Severability. Except as provided in section 1.12(c), whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not effect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein.

       2.3 Complete Agreement. This Agreement, the Management Agreement, and
those documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among the parties and
supersede and preempt any prior understandings, agreements or representations by
or among the parties, written or oral, which may have related to the subject
matter hereof in any way.

       2.4 Counterparts; Facsimile Transmission. This Agreement may be executed
on separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same Agreement. This Agreement may
be executed and delivered by facsimile transmission.

<PAGE>   8

       2.5 Defined Terms. Terms not otherwise defined in this Agreement shall
have the meanings assigned to such terms in the Management Agreement.

       2.6 Successors and Assigns. This Agreement is intended to bind and inure
to the benefit of and be enforceable by Executive and the Company and their
respective successors and assigns, except that Executive may not assign any of
his rights or obligations under Article I.

       2.7 Choice of Law. This Agreement shall be governed by the internal law,
and not the law of conflicts, of the State of New York.

       IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                              EXECUTIVE:

                              -------------------------------------
                              Walter S. Berman

                              GLOBAL VACATION GROUP, INC.

                                  By:
                                     -----------------------------
                                  Name:
                                  Title:

                              THAYER EQUITY INVESTORS III, L.P.

                              By: TC Equity Partners, LLC
                              Its: General Partner

                                  By:
                                     -----------------------------
                                  Name:
                                  Title: