Travelzoo 2014 Annual Report Download - page 24

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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, 2013 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. This agreement was amended on effective January 1, 2013
and August 1, 2013 and has a four year term ending on June 30, 2017. 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, 2014 without cause, Mr. Loughlin would have been entitled to receive $600,000 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, upon three months 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, 2014 without
cause, Mr. Ceremony would have been entitled to receive $235,000. 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, 2014 following a change of
control of the Company, Mr. Ceremony would have been entitled to receive $235,000 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.
Ms. Tafoya entered into an employment agreement with the Company on August 4, 2010. Pursuant to the terms of the
agreement, Ms. Tafoya was an at-will employee and the Company or Ms. Tafoya could terminate the agreement, with or
without cause, with or without notice. However, if Ms. Tafoya's employment was terminated at any time without cause,
Ms. Tafoya would be entitled to receive her base salary for a twelve month period in exchange for executing a general release
of claims as to the Company. If Ms. Tafoya's employment was terminated at any time due to a change of control (as defined in
the agreement) or if she was not offered a position of comparable pay and responsibilities in the same geographic area in which
she worked immediately prior to a change of control, Ms. Tafoya would be entitled to receive her base salary and medical
benefits for a twelve month period in exchange for executing a general release of claims as to the Company. Ms. Tafoya was
terminated without cause by the Company effective as of September 12, 2014. Upon the signing of a separate agreement and
general release, effective December 13, 2014, Ms. Tafoya was entitled to receive $342,000.