Travelzoo 2006 Annual Report Download - page 20

Mr. Holger Bartel agreed that the Company will own any discoveries and work product (as defined in the
agreement) made during the term of his employment and to assign all of his interest in any and all such discoveries
and work product to the Company. Furthermore, Mr. Holger Bartel agreed to not, directly or indirectly, perform
services for, or engage in, any business competitive with the Company during the period of his employment. He also
agreed to not, directly or indirectly, solicit the Company’s customers or employees during the term of his
employment and for a period of one year thereafter.
Mr. Christopher Loughlin entered into an employment agreement with the Company on May 16, 2005. The
term of the agreement is three years, commencing on May 16, 2005, after which time either party may terminate the
agreement, with or without cause, upon twelve 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
that Mr. Loughlin would be entitled to receive during the balance of the initial term or any notice period. Assuming
that Mr. Loughlin was terminated by the Company without cause as of December 31, 2006, Mr. Loughlin would be
entitled to receive $506,811.
Mr. Loughlin is paid a base salary and is entitled to certain annual and quarterly bonuses. See Components of
Executive Compensation — Other Incentive Bonus Pay above for a description of such bonuses. Mr. Loughlin is
also eligible to participate in the Company’s UK Employee Pension Contribution Program, pursuant to which the
Company contributes 7% of his base salary to the pension. Mr. Loughlin is also entitled to participate in any private
health insurance scheme that may be arranged by the Company for its executives. The Company agreed to pay for
six economy class tickets from the United States to London for Mr. Loughlin’s spouse between May 16, 2005 and
May 31, 2006. Mr. Loughlin did not use any such tickets during 2006.
Mr. Loughlin 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. Loughlin 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 six months after the termination of his employment. Mr. Loughlin also agreed that the
Company will own any inventions or intellectual property created during the term of his employment and to assign
all of his interest in any such intellectual property to the Company.
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 for North America
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 2006, there were no related party transactions exceeding $120,000 between the Company and its directors,
executive officers or principal stockholders.
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