Travelzoo 2010 Annual Report Download - page 20

performance. In evaluating Ms. Tafoya’s individual performance during third and fourth quarters of 2010, the Chief
Executive Officer considered factors such as the quality of Mr. Tafoya’s strategic management to ensure the long-
term success of the Company, the development of the Company’s leadership talent, the quality of the content of the
Company’s publications, and the development of the Travelzoo brand. Ms. Tafoya received Discretionary Bonuses
totaling $60,000 for the third and fourth quarter of 2010.
Ms. Tafoya also received quarterly discretionary bonuses totaling $140,000 for the first and second quarters of
2010. The discretionary bonus was determined by the Chief Executive Officer in his sole and absolute discretion. In
exercising such discretion, the Chief Executive Officer considered Ms. Tafoya’s individual performance. Of the
$140,000 discretionary bonus for the first and second quarters of 2010, $105,000 was based on meeting revenue,
operating income and subscriber targets for North America. The remaining discretionary bonus was paid based on
the Chief Executive Officer’s consideration of factors such as the quality of Ms. Tafoya’s business development in
North America.
Other Compensation-Related Matters
Stock Options. See “Approval of Stock Options” for information relating to stock options granted to
Mr. Loughlin.
Perquisites and Additional Benefits. The Company seeks to maintain an open and inclusive culture in its
facilities and operations among executives and other Company employees. Accordingly, the Company does not
provide executives with reserved parking spaces or separate dining or other facilities, nor does the Company have
programs for providing personal-benefit perquisites to executives, such as club dues or defraying the cost of
personal entertainment. Named executive officers and employees may seek reimbursement for business related
expenses in accordance with our business expense reimbursement policy.
Employment Agreements. The Company has entered into employment agreements with the named executive
officers, some of which contain severance and change of control provisions. The terms of such employment
agreements are described in more detail below in Employment Agreements and Potential Payments Upon
Termination or Change-in-Control. The Committee believes these agreements are appropriate for a number of
reasons, including the following:
• the agreements assist in attracting and retaining executives as we compete for talented employees in a
marketplace where such agreements are commonly offered;
• the change in control provisions require terminated executives to execute a release in order to receive
severance benefits; and
• the change in control and severance provisions help retain key personnel during rumored or actual
acquisitions or similar corporate changes.
Compensation Committee Report
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC
or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Travelzoo specifically
incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
The Company’s Compensation Committee has reviewed and discussed the CD&A with management and,
based on such review and discussions, the Compensation Committee recommended to the Company’s Board of
Directors that the CD&A be included in this proxy statement on Schedule 14A.
Compensation Committee
Kelly M. Urso (Chair)
Holger Bartel
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