Exhibit 10.13

    


    YTB INTERNATIONAL,
INC.

    2007 SALES DIRECTOR BONUS
PLAN

     

    The
purpose of the YTB International, Inc. 2007 Sales
Director Bonus Plan (the “Plan”) is to provide
designated Sales Directors who perform services for YTB International, Inc. (the
“Company”) and
its YourTravelBiz.com, Inc. subsidiary and who reach certain performance
criteria with the opportunity to receive grants of nonqualified stock options.
The Company believes that the Plan will encourage the participants to contribute
materially to the growth of the Company, thereby benefitting the Company’s
shareholders, and will align the economic interests of the participants with
those of the shareholders.

    


    1.  Administration

     

    (a)  Committee. The
Plan shall be administered and interpreted by the Board of Directors of the
Company or by the compensation committee consisting of members of the Board,
which shall be appointed by the Board. The committee may delegate authority to
one or more subcommittees as it deems appropriate. To the extent that a
committee or subcommittee administers the Plan, references in the Plan to the
“Board” shall be deemed to refer to the committee or subcommittee.

     

    (b)  Board
Authority.
Consistent with the terms of the Plan, the Board shall have the sole authority
to (i) determine the individuals to whom grants shall be made under the Plan and
(ii) deal with any other matters arising under the Plan.

     

    (c)  Board
Determinations. The
Board shall administer and interpret the Plan consistent with the terms of the
Plan. The Board’s interpretations of the Plan and all determinations made by the
Board pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interest in the Plan or in any awards granted
hereunder. All powers of the Board shall be executed in its sole discretion, in
the best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.

     

    2.  Grants

     

    Awards
under the Plan shall consist of grants of nonqualified stock options as
described in Section 5 (“Options”). All
Options shall be subject to the terms and conditions set forth herein and to
such other terms and conditions consistent with this Plan as the Board deems
appropriate and as are specified in writing by the Board to the individual in a
grant instrument or an amendment to the grant instrument (the “Grant Instrument”).
All Grants shall be made conditional upon the Grantee’s acknowledgement, in
writing or by acceptance of the Grant, that all decisions and determination of
the Board shall be final and binding on the Grantee, his or her beneficiaries
and any other person having or claiming an interest under such Grant. The Board
shall approve the form and provisions of each Grant Instrument.

     

    
      
        
        

      

      
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    3.  Shares Subject to the
Plan

     

    (a)  Shares
Authorized. Following
the effective date of the Company’s proposed reclassification of its common
stock to be voted upon at the June 11, 2007 Annual Meeting of Stockholders (the
“Proposed
Reclassification”), the aggregate number of shares of Class A
common stock of the Company (“Company Stock”) that
may be issued or transferred under the Plan is 40,000,000 shares, subject to
adjustment as described below. The shares may be authorized but unissued shares
of Company Stock or reacquired shares of Company Stock, including shares
purchased by the Company on the open market for purposes of the Plan. If and to
the extent Options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, the shares
subject to such Grants shall again be available for purposes of the
Plan.

     

    (b)  Adjustments. If,
following the Proposed Reclassification, there is any change in the number
or kind of shares of Company Stock outstanding (i) by reason of a stock
dividend, spinoff, recapitalization, stock split, or combination or exchange of
shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by
reason of a reclassification or change in par value, or (iv) by reason of any
other extraordinary or unusual event affecting the outstanding Company Stock as
a class without the Company’s receipt of consideration, or if the value of
outstanding shares of Company Stock is substantially reduced as a result of a
spinoff or the Company’s payment of an extraordinary dividend or distribution,
the maximum number of shares of Company Stock available for Grants, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Grants,
the kind of shares issued under the Plan, and the price per share of such Grants
may be appropriately adjusted by the Board to reflect any increase or decrease
in the number of, or change in the kind or value of, issued shares of Company
Stock to preclude, to the extent practicable, the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. Any adjustments
determined by the Board shall be final, binding and conclusive.

     

    4.  Eligibility for
Participation

     

    (a)  Eligible
Persons. All
Sales Directors who perform services for the Company or any of its parents or
subsidiaries shall be eligible to participate in the Plan. Sales Directors who
receive Grants under this Plan shall hereinafter be referred to as “Grantees.”

     

    (b)  Selection of
Grantees. Sales
Directors who as of June 30th or
December 31st of any
calendar year (or the business day preceding such date) (a “Measurement Date”)
meet the following conditions shall receive an Option grant as set forth in
Section 5:

     

    (i)  A Sales
Director needs to have the greater of 2,000 or the next level of number of
Referring Travel Agents (“RTAs”) in his
or her downline organization;

     

    (ii)  A Sales
Director must increase the absolute number of RTAs in his or her downline from
the number required for the achievement level at which the Sales Director
received his or her last prior award to the number required for the next
achievement level; 

     

    (iii)  A Sales
Director must satisfy the applicable balance level among his or her
downlines;

     

    (iv)  During
the prior twelve month period that includes the Measurement Date, a Sales
Director must have held no less than eight (8) RTA certification meetings and
attended all Sales Director meetings called by our senior management; and


     

    
      
        
        

      

      
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    (v)  A Sales
Director may not have become a representative for any other network marketing
company.

     

    
      Each
Sales Director may only receive Options for a
given achievement level one time under the Plan. A Sales Director who achieves
multiple achievement levels during the period between one Measurement Date and
the next will receive Options for each
level achieved since the prior Measurement Date. No Options will be
granted to a Sales Director based upon an increase to an achievement level for
which Options
were
previously granted to such Sales Director.

       

    

    5.  Granting of
Options

     

    (a)  Option
Grants. On the
fifteenth (15th) day
after the applicable Measurement Date, (January 15th or July
15th, or if
such date is not a business day, the next business day following such date) (the
“Grant Date”)
the Company shall grant Options to eligible Sales Directors. 

     

    (b)  Shares Underlying
Option.


     

    (i)  The
number of shares underlying each Option grant shall equal the Number of Units
assigned to the Sales Director based upon the criteria set forth in (ii) below
divided by fifty percent (50%) of the Fair Market Value (as defined below) of a
share of Company Stock on the Grant Date. 

     

    (ii)  The
Number of Units assigned to each Sales Director shall be based upon the
following:

    


    
      	
              Achievement
      Level

            	 	
              Total Number of
      RTAs

            	 	
              Number of
      Units

            
	
              Level
      1

            	 	
              500

            	 	
              0

            
	
              Level
      2

            	 	
              2,000

            	 	
              50,000

            
	
              Level
      3

            	 	
              5,000

            	 	
              100,000

            
	
              Level
      4

            	 	
              10,000

            	 	
              250,000

            
	
              Level
      5

            	 	
              25,000

            	 	
              1,000,000

            


    

    


    (c)  Type of Option and
Price.

     

    (i)  No
Options are intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”). All options
will be treated as nonqualified stock options. 

     

    (ii)  The
purchase price (the “Exercise Price”) of
Company Stock subject to an Option shall be equal to fifty percent (50%) of the
Fair Market Value (as defined below) of a share of Company Stock on the Grant
Date. 

     

    (iii)  If the
Company Stock is publicly traded, then the Fair Market Value per share shall be
determined as follows: (x) if the principal trading market for the Company Stock
is a national securities exchange or the Nasdaq National Market, the last
reported sale price thereof on the latest preceding date upon which a sale was
reported prior to the relevant date, or (y) if the Company Stock is not
principally traded on such exchange or market, the mean between the last
reported “bid” and “asked” prices of Company Stock on the latest preceding date
for which such information was reported prior to the relevant date, as reported
on Nasdaq or, if not so reported, as reported by the National Daily Quotation
Bureau, Inc. or as reported in a customary financial reporting service, as
applicable and as the Board determines. If the Company Stock is not publicly
traded or, if publicly traded, is not subject to reported transactions or “bid”
or “asked” quotations as set forth above, the Fair Market Value per share shall
be as determined by the Board.

     

    
      
        
        

      

      
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    (d)  Option
Term. The
term of any Option shall not exceed three (3) years from the Grant Date. All
options not otherwise exercised prior to the earlier of (i) the exercise dates
set forth in (e) below or (ii) the expiration of their term shall terminate as
of the end of the term. 

     

    (e)  Vesting and Exercisability
of Options. 

     

    (i)  All
Options shall be 100% vested upon the Grant Date. 

     

    (ii)  Except as
provided in (iii) below, Options may only be exercised on the following
dates:

     

    
      	
              Percentage of Option that Is
      Exercisable

            	 	
              Option Exercise
      Date

            
	
              33.34%

            	 	
              Any
      date during the calendar year of the Grant Date.

            
	
              33.33%

            	 	
              December
      15th of
      the calendar year following the Grant Date.

            
	
              33.33%

            	 	
              December
      15th of
      the second calendar year following the Grant
  Date.

            


    

    


    To the
extent that application of the percentages set forth in the above table would
lead to the issuance of fractional shares of Company Stock on any exercise date,
the percentage of the Option exercisable as of such exercise date and as of the
other two exercise dates shall be adjusted as minimally as possible (either up
or down) so as to allow for the issuance of the nearest whole number of shares
upon each such exercise date while preserving the total number of shares
issuable upon exercise of the Option as a whole. 

    


    (iii)  Notwithstanding
(ii) above, to the
extent that the Fair Market Value of the Company Stock exceeds the Exercise
Price upon the
earliest to
occur of the
following permissible exercise events (the “Exercise
Events”): (A)
the date of the Grantee’s Disability; (B) the date of the Grantee’s death; or
(C) a Change of Control, any
Option that is not otherwise exercisable will become exercisable and will be
deemed exercised on the occurrence of such Exercise Event. Any Option not
exercised pursuant to the preceding sentence shall be terminated as of the
occurrence of the Exercise Event.

     

    (iv)  Any
Option that is not exercised upon the occurrence of the exercise dates set forth
in (ii) above (and
an Exercise
Event
described in (iii)
above shall
not have occurred prior thereto) shall
immediately terminate. 

     

    (v)  In the
event the Grantee ceases to provide service to the Company on account of a
termination for Cause by the Company, any Option held by the Grantee shall
terminate as of the date the Grantee ceases to provide service to the Company.
In addition, notwithstanding any other provisions of this Section 5, if the
Board determines that the Grantee has engaged in conduct that constitutes Cause
at any time while the Grantee is providing service to the Company or after the
Grantee’s termination of service, any Option held by the Grantee shall
immediately terminate, and the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the Exercise
Price paid by the Grantee for such shares. Upon any exercise of an Option, the
Company may withhold delivery of share certificates pending resolution of an
inquiry that could lead to a finding resulting in a forfeiture.

     

    
      
        
        

      

      
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    (vi)  For
purposes of this Section 5:

     

    (A)  “Provide service to the
Company” shall mean service as a Sale Director, unless the Board
determines otherwise.

     

    (B)  “Disability” shall
mean a Grantee’s becoming disabled within the meaning of section 22(e)(3) of the
Code, within the meaning of the Company’s long-term disability plan applicable
to the Grantee, or as otherwise determined by the Board.

     

    (C)  “Cause” shall mean,
except to the extent specified otherwise by the Board, a finding by the Board
that the Grantee (i) has breached his or her service agreement with the Company,
(ii) has engaged in disloyalty to the Company, including, without limitation,
fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii)
has disclosed trade secrets or confidential information of the Company to
persons not entitled to receive such information, (iv) has breached any written
noncompetition or nonsolicitation agreement between the Grantee and the Company
or (v) has engaged in such other behavior detrimental to the interests of the
Company as the Board determines.

     

    (D)  A “Change of Control”
shall be deemed to have occurred if: (i) Any “person” (as such term is used in
sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (other than persons who are shareholders on the effective date
of the Plan) becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the
Company; provided that a Change of Control shall not be deemed to occur as a
result of a change of ownership resulting from the death of a shareholder, and a
Change of Control shall not be deemed to occur as a result of a transaction in
which the Company becomes a subsidiary of another corporation and in which the
shareholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling such
shareholders to more than 50% of all votes to which all shareholders of the
parent corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a
separate class vote); or (ii) the consummation of (i) a merger or consolidation
of the Company with another corporation where the shareholders of the Company,
immediately prior to the merger or consolidation, will not beneficially own,
immediately after the merger or consolidation, shares entitling such
shareholders to more than 50% of all votes to which all shareholders of the
surviving corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a
separate class vote), (ii) a sale or other disposition of all or substantially
all of the assets of the Company or (iii) a liquidation or dissolution of the
Company.

     

    (f)  Exercise of
Options. A
Grantee may exercise an Option that has become exercisable, in whole or in part,
by delivering a notice of exercise to the Company. The Grantee shall pay the
Exercise Price for an Option as specified by the Board (w) in cash, (x) with the
approval of the Board, by delivering shares of Company Stock owned by the
Grantee (including Company Stock acquired in connection with the exercise of an
Option, subject to such restrictions as the Board deems appropriate) and having
a Fair Market Value on the date of exercise equal to the Exercise Price or by
attestation (on a form prescribed by the Board) to ownership of shares of
Company Stock having a Fair Market Value on the date of exercise equal to the
Exercise Price, (y) payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (z) by such other
method as the Board may approve. Shares of Company Stock used to exercise an
Option shall have been held by the Grantee for the requisite period of time to
avoid adverse accounting consequences to the Company with respect to the Option.
The Grantee shall pay the Exercise Price and the amount of any withholding tax
due (pursuant to Section 6) as specified by the Board.

     

    
      
        
        

      

      
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    6.  Withholding and
Reporting

     

    (a)  Required
Withholding. All
Grants under the Plan shall be subject to applicable federal, state and local
income and excise tax withholding and reporting requirements (including Section
409A of the Code). The Company may require that the Grantee or other person
receiving or exercising Grants pay to the Company the amount of any federal,
state or local taxes that the Company is required to withhold with respect to
such Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants. 

     

    (b)  Section 409A
Compliance. Because
the exercise price per share under the Options is less than the Fair Market
Value of the Company Stock on the Grant Date, the Options will be treated as
nonqualified deferred compensation under Section 409A of the Code. To avoid the
acceleration of income tax to the Grantee and the imposition of a 20% excise tax
as a result of the Option, the Options can only be exercised on the Exercise
Date. If an Option is exercised in a manner that fails to meet the requirements
of Section 409A of the Code, then the Grantee may have to recognize taxable
income and may be subject to a 20% excise tax prior to the exercise of the
Option. The Grantee will be liable for any adverse tax consequences under
Section 409A of the Code.

     

    (c)  Election to Withhold
Shares. If the
Board so permits, a Grantee may elect to satisfy the Company’s income or excise
tax withholding obligation, if any. with respect to a Grant by having shares
withheld up to an amount that does not exceed the Grantee’s minimum applicable
withholding tax rate for federal (including FICA), state and local tax
liabilities. The election must be in a form and manner prescribed by the Board
and may be subject to the prior approval of the Board.

     

    7.  Transferability of
Grants

     

    Except as
provided below, only the Grantee may exercise rights under a Grant during the
Grantee’s lifetime. A Grantee may not transfer those rights except (i) by will
or by the laws of descent and distribution or (ii) if permitted in any specific
case by the Board, pursuant to a domestic relations order or otherwise as
permitted by the Board. When a Grantee dies, the personal representative or
other person entitled to succeed to the rights of the Grantee may exercise such
rights. Any such successor must furnish proof satisfactory to the Company of his
or her right to receive the Grant under the Grantee’s will or under the
applicable laws of descent and distribution.

    


    8.  Requirements for Issuance or
Transfer of Shares

     

    (a)  Limitations on Issuance or
Transfer of Shares. No
Company Stock shall be issued or transferred in connection with any Grant
hereunder unless and until all legal requirements applicable to the issuance or
transfer of such Company Stock have been complied with to the satisfaction of
the Board. The Board shall have the right to condition any Grant made to any
Grantee hereunder on such Grantee’s undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Board shall deem necessary or advisable, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.

     

    
      
        
        

      

      
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    (b)  Lock-Up
Period. If so
requested by the Company or any representative of the underwriters (the “Managing
Underwriter”) in connection with any underwritten offering of securities
of the Company under the Securities Act of 1933, as amended (the “Securities Act”), a
Grantee (including any successor or assigns) shall not sell or otherwise
transfer any shares or other securities of the Company during the 30-day period
preceding and the 180-day period following the effective date of a registration
statement of the Company filed under the Securities Act for such underwriting
(or such shorter period as may be requested by the Managing Underwriter and
agreed to by the Company) (the “Market Standoff
Period”). The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.

     

    9.  Amendment and Termination of
the Plan

     

    (a)  Amendment. The
Board may amend or terminate the Plan at any time; provided, however, that the
Board shall not amend the Plan without shareholder approval if such approval is
required in order to comply with the Code or other applicable laws, or to comply
with applicable stock exchange requirements.

     

    (b)  Termination of
Plan. The
Plan shall terminate on the day immediately preceding the tenth anniversary of
its effective date, unless the Plan is terminated earlier by the Board or is
extended by the Board with the approval of the shareholders.

     

    (c)  Termination and Amendment of
Outstanding Grants. A
termination or amendment of the Plan that occurs after a Grant is made shall not
materially impair the rights of a Grantee unless the Grantee consents or unless
the Board acts under Section 15(b). The termination of the Plan shall not impair
the power and authority of the Board with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated
or amended under Section 15(b) or may be amended by agreement of the Company and
the Grantee consistent with the Plan.

     

    (d)  Governing
Document. The
Plan shall be the controlling document. No other statements, representations,
explanatory materials or examples, oral or written, may amend the Plan in any
manner. The Plan shall be binding upon and enforceable against the Company and
its successors and assigns.

     

    10.  Funding of the
Plan

     

    This Plan
shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any Grants under this Plan. In no event shall interest be paid or accrued on
any Grant, including unpaid installments of Grants.

     

    11.  Rights of
Participants

     

    Nothing
in this Plan shall entitle any Sales Director or other person to any claim or
right to be granted a Grant under this Plan. Neither this Plan nor any action
taken hereunder shall be construed as giving any individual any rights to be
retained by the Company.

     

    
      
        
        

      

      
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    12.  No Fractional
Shares

     

    No
fractional shares of Company Stock shall be issued or delivered pursuant to the
Plan or any Grant. If, upon application of the formula described in Section
5(b)(i) hereof, the number of shares of Company Stock issuable upon exercise of
an Option grant would include a fractional share, the Board shall round such
number of shares of Company Stock (either up or down, in its sole discretion) to
the nearest whole number of shares.

     

    13.  Headings

     

    Section
headings are for reference only. In the event of a conflict between a title and
the content of a Section, the content of the Section shall control.

     

    14.  Effective Date of the
Plan.

     

    The Plan
shall be effective on the date on which it receives the approval of the
Company’s shareholders. 

     

    15.  Miscellaneous

     

    (a)  Grants in Connection with
Corporate Transactions and Otherwise. Nothing
contained in this Plan shall be construed to (i) limit the right of the Board to
make Grants under this Plan in connection with the acquisition, by purchase,
lease, merger, consolidation or otherwise, of the business or assets of any
corporation, firm or association, including Grants to employees thereof who
become employees, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards outside of this
Plan. Without limiting the foregoing, the Board may make a Grant to an employee
of another corporation who becomes an employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company, the Parent or any of their subsidiaries in substitution
for a stock option made by such corporation. The terms and conditions of the
substitute grants may vary from the terms and conditions required by the Plan
and from those of the substituted stock incentives. The Board shall prescribe
the provisions of the substitute grants.

     

    (b)  Compliance with
Law. The
Plan, the exercise of Options and the obligations of the Company to issue or
transfer shares of Company Stock under Grants shall be subject to all applicable
laws and to approvals by any governmental or regulatory agency as may be
required. With respect to persons subject to section 16 of the Exchange Act,
after a Public Offering it is the intent of the Company that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. In addition, it is the intent of the
Company that the Plan and applicable Grants under the Plan comply with Section
409A of the Code as to the Exercise Events. To the extent that any legal
requirement of section 16 of the Exchange Act or section 409A of the Code ceases
to be required under section 16 of the Exchange Act or section 409A of the Code,
that Plan provision shall cease to apply, including the limitations on the
exercise date of an Option set forth in Section 5(e). The Board may revoke any
Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Board may also adopt
rules regarding the withholding of taxes on payments to Grantees. The Board may,
in its sole discretion, agree to limit its authority under this
Section.

     

    (c)  Subject to Taxation Outside
the United States. With
respect to Grantees who are subject to taxation in countries other than the
United States, the Board may make Grants on such terms and conditions as the
Board deems appropriate to comply with the laws of the applicable countries, and
the Board may create such procedures, addenda and subplans and make such
modifications as may be necessary or advisable to comply with such
laws.

     

    (d)  Governing
Law. The
validity, construction, interpretation and effect of the Plan and Grant
Instruments issued under the Plan shall be governed and construed by and
determined in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws provisions thereof.

     

    
      
        
        

      

      
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