Travelzoo 2014 Annual Report Download - page 25

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22
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.
Mr. Singer entered into an employment agreement with the Company on January 26, 2012 as amended on July 1,
2012. Pursuant to the terms of the agreement, Mr. Singer is an at-will employee and the Company or Mr. Singer may terminate
the agreement, with or without cause upon six months, prior written notice. However, if Mr. Singer's employment is terminated
at any time without cause, Mr. Singer 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. Singer was terminated by the Company as of
December 31, 2014 without cause, Mr. Singer would have been entitled to receive $155,787.
Mr. Singer 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. Singer 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. Talling-Smith entered into an employment agreement with the Company on April 12, 2013. Pursuant to the terms
of the agreement, Mr. Talling-Smith is an at-will employee and the Company or Mr. Talling-Smith may terminate the
agreement, with or without cause, upon three months notice. However, if Mr. Talling-Smith's employment is terminated at any
time without cause, Mr. Talling-Smith 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. Talling-Smith was terminated by the Company as
of December 31, 2014 without cause, Mr. Talling-Smith would have been entitled to receive $210,000. If Mr. Talling-Smith'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. Talling-Smith 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. Talling-Smith was terminated by the Company as
of December 31, 2014 following a change of control of the Company, Mr. Talling-Smith would have been entitled to receive
$210,000 and the Company would incur additional expenses for medical benefits of approximately $6,371.
Mr. Talling-Smith 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. Talling-Smith 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.
Forward-Looking Statements
Disclosures in this Compensation Discussion & Analysis may contain certain forward-looking. Statements that do not
relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as "anticipate,"
"estimate," "approximate," "expect," "intend," "plan," "believe" and other words of similar meaning in connection with any
discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking
statements contained in this report include the matters discussed regarding the expectation of compensation plans, strategies,
objectives, and growth and anticipated financial and operational performance of the Company and its subsidiaries. A variety of
factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance and
results of the Company's business and forward-looking statements include, but are not limited to those set forth herein. Any
forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to
correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.