Unassociated Document


    
      


      Exhibit
10.1

      


      


      Compensation
Plan

      for
Independent Directors of the Board of Directors of

      Ultimate
Escapes, Inc.

      


      November
18, 2009

      


      


      [1]
Cash compensation for serving on Board

      
        	
                 
      

              	
                ·

              	
                $40,000
      per year

              


      

      
        	
                 
      

              	
                ·

              	
                Payable
      quarterly

              


      

      
        	
                 
      

              	
                ·

              	
                Board
      members need to attend at least 70% of all meetings, be they in person
      or  telephonic (though assumes no more than 4 in person meetings
      per year)

              


      

      


      [2]
Cash Compensation for Chair a Committee

      
        	
                 
      

              	
                ·

              	
                Audit
      - $10,000 per year

              


      

      
        	
                 
      

              	
                ·

              	
                Comp
      & Nominating - $5,000 per year

              


      

      
        	
                 
      

              	
                ·

              	
                Payable
      quarterly

              


      

      


      [3]
Fair Market Value Option Grants

      
        	
                 
      

              	
                ·

              	
                $50,000
      worth of options for Common Stock, priced at the market close, day of
      grant.  Number of actual options granted to be determined by a
      Black-Sholes model of option value.

              


      

      
        	
                 
      

              	
                ·

              	
                Vests
      25% per quarter

              


      

      
        	
                 
      

              	
                ·

              	
                Single
      Trigger, Full Acceleration on Change of
Control

              


      

      
        	
                 
      

              	
                ·

              	
                10
      year term

              


      

      
        	
                 
      

              	
                ·

              	
                Additional
      grants TBD on an annual basis

              


      

      


      [4]
Par Value Option Grants

      
        	
                 
      

              	
                ·

              	
                $20,000
      worth of options for Common Stock, with number of options granted to be
      determined based on market price at the market close on day of grant, in
      consideration for service through December 31,
  2010

              


      

      
        	
                 
      

              	
                ·

              	
                Exercise
      price of $0.0001 per share

              


      

      
        	
                 
      

              	
                ·

              	
                Vests
      25% per quarter

              


      

      
        	
                 
      

              	
                ·

              	
                Single
      Trigger, Full Acceleration on Change of
Control

              


      

      
        	
                 
      

              	
                ·

              	
                Additional
      grants TBD on an annual basis

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      [5]
Property Use

      [a]

      
        	
                 
      

              	
                ·

              	
                Use
      of properties for a total of 14 days per calendar
  year

              


      

      
        	
                 
      

              	
                ·

              	
                Usage
      is only on a “space available” basis (defined as available at 30 days from
      the target stay date)

              


      

      
        	
                 
      

              	
                ·

              	
                For
      tax purposes it determining the compensation of said grant, the cost of
      stay will be the nominal per night cost of that property to the Company,
      with any appropriate discounts for seasonality, demand, etc
      applied

              


      

      [b]

      
        	
                 
      

              	
                ·

              	
                At
      each director’s individual option, they may forgo part of their cash
      compensation, to utilize an additional 14 days at one of the Company’s
      properties.

              


      

      
        	
                 
      

              	
                ·

              	
                Usage
      has no limitations, but as such, the CEO must approve the target use of
      to-be-determined property.

              


      

      
        	
                 
      

              	
                ·

              	
                The
      rate for usage in sub-section [b] is the market rate for said property and
      the amount will be deducted from the director’s cash compensation for the
      quarter in which the stay occurs.

              


      

      


      [6]
Reimbursable expenses

      
        	
                 
      

              	
                ·

              	
                Reasonable
      travel costs to and from the Company for Board
  meetings

              


      

      
        	
                 
      

              	
                ·

              	
                Reasonable
      accommodations to attend Board
meetings

              


      

      
        	
                 
      

              	
                ·

              	
                Phone
      charges for Board calls

              


      

      
        	
                 
      

              	
                ·

              	
                Any
      reasonable expenses (ie, lunch, dinner) with a valid, direct tie to UEI
      business and long-term value of shareholders – please note that any amount
      above $250 should be discussed with the CEO in
  advance

              


      

      


      [7]
Tom McMillen

      Appoint
as non-executive Vice Chair of the Board, and in that role, he will assist with
member recruitment, capital markets efforts, business development and general
strategy

      


      
        	
                 
      

              	
                ·

              	
                1
      year term commencing 12/1/2009 but renewable
  annually

              


      

      
        	
                 
      

              	
                ·

              	
                $60,000
      cash per annum, payable in arrears in equal installments on the Company’s
      payroll schedule

              


      

      
        	
                 
      

              	
                ·

              	
                $60,000
      per annum in options for Common Stock with an exercise price of $0.0001
      per share, payable in equal quarterly installments, with number of options
      granted to be determined based upon the 20 day average closing price of
      the stock at the end of each quarter.  Options issuable in
      arrears (first issuance February 28, 2010).  The stock to be
      issued upon exercise of the options will have piggy back registration
      rights.  Upon the approval by the Company’s stockholders of an
      “omnibus” equity plan, future grants will be for restricted stock rather
      than options.