Travelzoo 2012 Annual Report Download - page 41

Employment Agreements and Potential Payments Upon Termination or Change - in - Control
The Company has employment agreements with its named executive officers and certain other employees. The employment agreements as
of
December 31, 2012 with the Company ’ s named executive officers are described below.
Mr. Loughlin entered into an employment agreement with the Company on November 18, 2009, pursuant to which he became the
Company
’ s Chief Executive Officer on July 1, 2010. The agreement has a four - year term. The Company may terminate the agreement, with or
without cause, upon written notice to Mr. Loughlin. However, if Mr. Loughlin ’ s employment is terminated at any time without cause or if
Mr. Loughlin ’ s employment is terminated at any time due to a change of control (as defined in the agreement) or if he is not offered a position of
comparable pay and responsibilities in the same geographic area in which he worked immediately prior to a change of control, Mr. Loughlin will be
entitled to receive his base salary and medical benefits for a twelve month period in exchange for executing a general release of claims as to the
Company. Assuming that Mr. Loughlin was terminated by the Company as of December 31, 2012 without cause, Mr. Loughlin would have been
entitled to receive $562,000 and the Company would incur additional expenses for medical benefits of approximately $19,375.
Mr. Loughlin is paid a base salary and is eligible to certain annual and quarterly bonuses. In connection with the agreement, on
November 18, 2009 the Company granted Mr. Loughlin options to purchase 300,000 shares of the Company ’ s common stock. The Company
provided relocation assistance and is providing a housing allowance to Mr. Loughlin in connection with his move from London to New York City.
Mr. Loughlin is also entitled to participate in or receive such benefits under the Company ’ s employee benefit plans and policies and such other
benefits which may be in effect from time to time and as are provided to similarly situated employees of the Company.
Mr. Loughlin 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. Loughlin agreed
not to, directly or indirectly, perform services for, or engage in, any business competitive with the Company or solicit the Company ’ s customers or
employees during the term of his employment and for a period of one year thereafter.
Mr. Ceremony entered into an employment agreement with the Company on June 15, 2011. Pursuant to the terms of the agreement,
Mr. Ceremony is an at - will employee and the Company or Mr. Ceremony may terminate the agreement, with or without cause, with or without
notice. However, if Mr. Ceremony ’ s employment is terminated at any time without cause, Mr. Ceremony will be entitled to receive his base salary
for a six month period in exchange for executing a general release of claims as to the Company. Assuming that Mr. Ceremony was terminated by
the Company as of December 31, 2012 without cause, Mr. Ceremony would have been entitled to receive $225,000. If Mr. Ceremony ’ s employment
is terminated at any time due to a change of control (as defined in the agreement) or if he is not offered a position of comparable pay and
responsibilities in the same geographic area in which he worked immediately prior to a change of control, Mr. Ceremony will be entitled to receive
his base salary and medical benefits for a six month period in exchange for executing a general release of claims as to the Company. Assuming that
Mr. Ceremony was terminated by the Company as of December 31, 2012 following a change of control of the Company, Mr. Ceremony would have
been entitled to receive $225,000 and the Company would incur additional expenses for medical benefits of approximately $8,047.
Mr. Ceremony 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. Ceremony
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. Holger Bartel entered into an employment agreement with the Company on October 1, 2011. Pursuant to the terms of the agreement,
Mr. Bartel is an at - will employee and the Company or Mr. Bartel may terminate the agreement, with or without cause upon six weeks prior written
notice.
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
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