First Amendment to Employment Contract between Kevin Austin and TRX, Inc



 Exhibit 10.6 
 FIRST AMENDMENT TO EMPLOYMENT CONTRACT 
 This FIRST AMENDMENT is made on of the 31st day of December,
2008, between KEVIN AUSTIN (hereinafter referred to as “Employee”) and TRX, INC., a Georgia corporation (hereinafter referred to as the “Company”). 
 WHEREAS, Employee and the Company previously entered into that certain Employment Contract dated December 7, 2006 (the “Employment
Contract”); and 
 WHEREAS, Employee and the Company desire to amend certain terms and provisions of the Employment Contract and
to make certain amendments for compliance with Code Section 409A; 
 NOW, THEREFORE, for and in consideration of the sum of Ten
and no/100 Dollars ($10.00) in hand paid each to the other and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee and the Company hereby agree to amend the Employment Contract as follows:

 1. Section 2 of the Employment Contract shall be amended by deleting that section in its entirety and replacing it with the following new
paragraph: 
 “2. Duties and Responsibilities. Effective as of 14 November, 2008, Employee shall be employed as Executive
Vice President, Product Architecture of the Company, reporting directly to the President and CEO of the Company. As Executive Vice President, Product Architecture, Employee shall be responsible for overall management of the Enterprise Application
Development group, in addition to any specific related duties and responsibilities as may be assigned to Employee by the Company. In addition, during the Term of the Employment Contract, Employee shall be responsible for preparing and submitting to
the Company at least ninety (90) days prior to the end of the Company’s calendar year an annual budget and business plan for the operation of the Company for the upcoming calendar year. Said annual budget and business plan either shall be
approved as submitted or modified, revised, or amended by the Company and delivered to Employee as the annual budget and business plan for the Company during the applicable calendar year. Employee agrees that he will not take any action inconsistent
with the annual budget and business plan of the Company, as approved by the Company. 
 2. Section 3(b) of the Employment Contract shall be
amended by adding the following sentence to the end thereof: 
 “Any annual discretionary bonus amount payable to the Employee shall be
paid in the form of a lump sum payment no later than thirty (30) days following the date of the determination and approval of the bonus amount; provided, however, that to receive the bonus, the Employee must be an “active employee in good
standing” on the date the bonus is paid.” 







 3. The amendments to the Employment Contract contained in this First Amendment shall be effective as of December 31,
2008, unless otherwise specified herein. 
 4. Except as specifically amended herein, the Employment Contract, as previously amended, shall remain in full
force and effect. 
 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written.

  

	
	EMPLOYEE
	
	/s/     Kevin Austin
	Kevin Austin


  

	
	TRX, INC.
	
	/s/    David D. Cathcart
	David D. Cathcart, CFO