Travelzoo 2010 Annual Report Download - page 25

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Company, Ms. Tafoya would have been entitled to receive $530,000 and the Company would incur additional
expenses for medical benefits of approximately $20,900.
Ms. Tafoya agreed that the Company will own any discoveries and work product (as defined in the agreement)
made during the term of her employment and to assign all of her interest in any and all such discoveries and work
product to the Company. Furthermore, Ms. Tafoya agreed to not, directly or indirectly, solicit the Company’s
customers or employees during the term of her employment and for a period of one year thereafter.
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 and Chief Financial Officer 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, with the assistance of legal counsel, reviews all related party transactions involving the
Company and any of the Company’s principal shareholders or members of our board of directors or senior
management or any immediate family member of any of the foregoing. A general statement of this policy is set forth
in our audit committee charter, which was attached as Appendix A to our proxy statement for the 2008 Annual
Meeting of Stockholders which has been filed with the SEC. However, the Audit Committee does not have detailed
written policies and procedures for reviewing related party transactions. Rather, all facts and circumstances
surrounding each related party transaction may be considered. If the Audit Committee determines that any such
related party transaction creates a conflict of interest situation or would require disclosure under Item 404 of
Regulation S-K, as promulgated by the SEC, the transaction must be approved by the Audit Committee prior to the
Company entering into such transaction or ratified thereafter. The chair of the Audit Committee is delegated the
authority to approve such transactions on behalf of the full committee, provided that such approval is thereafter
reviewed by the committee. Transactions or relationships previously approved by the Audit Committee or in
existence prior to the formation of the committee do not require approval or ratification.
Independent Public Accountants
KPMG LLP (“KPMG”) served as Travelzoo’s independent registered public accounting firm for our 2010
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 2011
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.
Principal Accountant Fees and Services
During fiscal year 2009 and 2010, KPMG charged fees for services rendered to Travelzoo as follows:
Service 2009 Fees 2010 Fees
Audit fees(1) ................................................ $941,571 $928,072
Audit-related fees ............................................ — —
Tax fees ................................................... — —
All other fees ............................................... — —
Total ...................................................... $941,571 $928,072
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