Filed by Bowne Pure Compliance







Exhibit 10.1


AMENDMENT #1 TO CHANGE IN CONTROL AGREEMENT




THIS AMENDMENT #1 TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered into to be effective as of December 15,
2008 by and between Ambassadors International, Inc. a Delaware corporation (“Employer” or “Company”) and Blake T.
Barnett (the “Executive”).



AGREEMENT




WHEREAS, Company and Executive are party to a certain Change in Control Agreement dated as of January 14, 2008
(the “CIC”).



WHEREAS, the Executive’s employment with the Company shall terminate on December 15, 2008 as a result of the
Executive’s voluntary resignation.



WHEREAS, in connection with the Executive’s resignation, the Company and Executive desire to amend certain
provisions of the CIC.



NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:



1. This Amendment only amends and supplements those provisions of the CIC explicitly referred to herein and all
other provisions remain the same and in full force an effect.



2. Section 2 of the CIC is hereby amended and restated in its entirety to read:



Notwithstanding anything set forth herein or in any prior agreement between the Company and the
Executive, in the event of a Change in Control, regardless of Executive’s election to terminate, all
of Executive’s unvested stock options and stock grants shall fully vest. For purposes of this
Agreement, “Change in Control” means the occurrence of any of the following events prior to February
15, 2009: (i) any sale, lease, license, exchange or other transfer to a party not affiliated with
Company (in one transaction or a series of related transactions) of all, or substantially all, of the
business and/or assets of Company; (ii) a merger or consolidation of Company and Company is not the
surviving entity; (iii) a reorganization of the legal entities or liquidation of Company; or (iv) a
merger, consolidation, tender offer or any other transaction involving Company if the equity holders
of Company immediately before such merger, consolidation, tender offer or other transaction do not
own, directly or indirectly, immediately following such merger, consolidation, tender offer or other
transaction, more than fifty percent (50%) of the combined voting power of the outstanding voting
securities of the entity resulting from such merger, consolidation, tender offer or other transaction;
or (v) a material change of the composition of the board (a material change is the election of 3 or
more directors to the board in a 15 month period that are not proposed, endorsed or nominated by the
Company).


 


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3. Whereas Section 5(k) of the CIC is hereby amended and restated in its entirety to read:



Survival. Notwithstanding anything to the contrary contained in this Agreement or in any
prior agreement between the Company and the Executive, the rights and obligations of each party under
Sections, 2, 3, 4 and 6 shall survive the termination of Executive’s employment with Company.



4. Whereas the CIC is hereby amended by adding the following provision as a new Section 6:



Notwithstanding anything set forth herein or in any prior agreement between the Company and the
Executive, all of the Executive’s unvested stock options and stock grants shall survive the
termination of the Executive’s employment on December 15, 2008 for the sole purpose of effecting
Section 2 of this Agreement, and all stock options and stock that vest in accordance with Section 2 of
this Agreement shall remain exercisable for a period of three months after a Change in Control. Any
portion of the Executive’s stock options or stock grants that fail to vest pursuant to Section 2 of
this Agreement shall terminate on February 15, 2009.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement as of this 24th day of November, 2008.



COMPANY:




By: /s/ Joseph G. McCarthy

Joseph G. McCarthy

On behalf of the Compensation Committee



EXECUTIVE:




/s/ Blake T. Barnett 

BLAKE T. BARNETT



 


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