Travelzoo 2007 Annual Report Download - page 23

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terminate the agreement for cause (as defined in the agreement) without any severance obligations. The Company
can also terminate the agreement without cause by making a payment equal to the amount of base salary and pro-
rata amount of the quarterly bonus that Mr. Ng would be entitled to receive during the balance of the initial term or
any notice period. Assuming that Mr. Ng was terminated by the Company without cause as of December 31, 2007,
Mr. Ng would be entitled to receive $100,038.
Mr. Ng agreed to not, directly or indirectly, engage or become interested in any business competitive with the
Company during the term of the agreement. In addition, Mr. Ng agreed to not, directly or indirectly, solicit any of the
Company’s customers or perform services for, or engage in, any business competitive with the Company for a
period for twelve months after the termination of his employment.
Mr. Jason Yap entered into an employment agreement with the Company on February 20, 2007. The term of
the agreement is from May 6, 2007 to May 5, 2008, after which time either party may terminate the agreement, with
or without cause, upon three months prior written notice. During the initial term, the Company can terminate the
agreement for cause (as defined in the agreement) without any severance obligations. The Company can also
terminate the agreement without cause by making a payment equal to the amount of base salary and pro-rata amount
of the quarterly bonus that Mr. Yap would be entitled to receive during the balance of the initial term or any notice
period. Assuming that Mr. Yap was terminated by the Company without cause as of December 31, 2007, Mr. Yap
would be entitled to receive $104,135.
Mr. Yap agreed to not, directly or indirectly, engage or become interested in any business competitive with the
Company during the term of the agreement. In addition, Mr. Yap agreed to not, directly or indirectly, solicit any of
the Company’s customers or perform services for, or engage in, any business competitive with the Company for a
period for twelve months after the termination of his employment.
Certain Relationships and Related Party Transactions
The Company maintains policies and procedures to ensure that our directors, executive officers and employees
avoid conflicts of interest. Our Chief Executive Officer, Chief Financial Officer and Controller are subject to our
Code of Ethics and each signs the policy to ensure compliance. Our Code of Ethics requires our leadership to act
with honesty and integrity, and to fully disclose to the Audit Committee any material transaction that reasonably
could be expected to give rise to an actual or apparent conflict of interest. The Code of Ethics requires that our
leadership obtain the prior written approval of the Audit Committee before proceeding with or engaging in any
conflict of interest.
Our Audit Committee Charter further provides that the Audit Committee will review all related party
transactions and potential conflict of interest situations involving the Company’s principal stockholders, directors
or senior management. Upon notice of a potential conflict of interest, the Audit Committee will evaluate the
transaction to determine if it is in the Company’s best interests and whether, in the Audit Committee’s judgment, the
terms of such transaction are at least as beneficial to us as the terms we could obtain in a similar transaction with an
independent third party.
In 2007, there were no related party transactions exceeding $120,000 between the Company and its directors,
executive officers or principal stockholders.
Independent Public Accountants
KPMG LLP (“KPMG”) served as Travelzoo’s independent registered public accounting firm for our 2007
fiscal year. KPMG representatives are not expected to be present at the Annual Meeting or to make a formal
statement. Consequently, representatives of KPMG will not be available to respond to questions at the meeting.
The Audit Committee has not yet selected our independent registered public accounting firm for our 2008
fiscal year. The Audit Committee annually reviews the performance of our independent registered public
accounting firm and the fees charged for their services. This review has not yet been completed. Based upon
the results of this review, the Audit Committee will determine which independent registered public accounting firm
to engage to perform our annual audit. Stockholder approval of our accounting firm is not required by our bylaws or
otherwise required to be submitted to the stockholders.
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