Travelzoo 2002 Annual Report Download - page 10

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underlying value of the common stock at the date of grant of $0.56. Such share value was calculated using
assumptions approved by our management, which were based on our estimated earnings for 2001 before
merger expenses, various assumed multiples of price to earnings per share with diÅerent probabilities
assigned to each, and also taking into account our estimated book value per share.
Option Exercises and Year-End Values
The following table contains information concerning options exercised by our executive oÇcers during
Ñscal year 2002 and unexercised options held on December 31, 2002:
Number of Securities Value of Unexercised
Underlying in-the-money
Unexercised Options/SARs at FY
Options/SARs at FY- end ($)(1)
Shares Acquired Value end(#) Exercisable/ Exercisable/
Name on Exercise Realized ($) Unexercisable Unexercisable
Ralph Bartel ÏÏÏÏÏÏÏÏÏÏÏ Ì Ì 2,193,349/0 $6,540,047/$0
(1) Calculated by (A) determining the diÅerence between (1) the average of the high and low trading prices
per share of Travelzoo's common stock on December 31, 2002 and (2) the exercise price of the option
and (B) multiplying such diÅerence by the total number of shares under option, net of the aggregate
value of all option exercise proceeds.
Stock Option Plan
We do not currently have any stock option plan or other equity based compensation plans in eÅect.
Report of the Compensation Committee on Executive Compensation
The Compensation Committee consists of two directors, one of whom is an independent director.
Mr. Bartel does not participate in the committee's decision as to his speciÑc compensation package. The
committee regularly reviews the company's executive compensation polices and practices and establishes the
compensation of executive oÇcers.
Compensation Principles
The fundamental objective of Travelzoo's executive compensation program is to attract, retain and
motivate key executives to enhance long-term proÑtability and shareholder value. Travelzoo's executive
compensation program meets this objective by:
‚ providing for a level of compensation that is competitive with other similarly sized publicly traded
companies, with particular emphasis on those in the Internet and media industries, and
‚ linking the compensation of executives to the operating and Ñnancial performance of the company by
reviewing the salary regularly and making adjustments relative to the company's overall performance.
Salary
Travelzoo targets executives' annual salaries to be competitive with comparable companies in the
Internet and media industries with whom the company competes for management. It considers the experience
and performance of the individual executive, the compensation of his or her peers in the industry, the
responsibilities and change in responsibilities during the past year of the individual executive, the overall
performance of the department under the executive's control and the overall performance of the entire
company. The committee does not have a formula for its determination and the committee considers all
factors in making its decision. Executive salaries are reviewed annually by the committee.
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