Exhibit 99.1
EMPLOYMENT
AGREEMENT
This Employment Agreement is entered
into as of October 1, 2008 (the "Effective Date"), by and between
Travelzoo Inc., a Delaware corporation (the "Company"), with
principal corporate offices at 590 Madison Avenue, 37 th
Floor, New York, NY 10022, and Holger Bartel, whose address is
currently xxxxxxxxxx xxxxxx, xxxxxxxxxx, xx xxxxx ("Employee"). The
Company and Employee are collectively referred to herein as
“the Parties.”
WHEREAS, the Company desires to
retain Employee as Chief Executive Officer, and Employee desires to
perform such service for the Company, on the terms and conditions
as set forth herein;
NOW, THEREFORE, in consideration of
the promises and mutual covenants herein contained, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is mutually agreed by the parties as
follows:
|
|
1.
|
Duties and Scope of
Employment .
|
(a)
Position . Employee shall be employed as Chief
Executive Officer.
(b)
Duties . During the term of Employee’s
employment with the Company, Employee shall devote his full time,
skill and attention to his duties and responsibilities, which
Employee shall perform faithfully, diligently and competently, and
Employee shall use his best efforts to further the business of the
Company. During the term of the Agreement, Employee agrees not to
actively engage in any other employment, occupation or consulting
activity for any direct or indirect remuneration without the prior
approval of the Board, except that this provision shall not be
interpreted to prohibit Employee from involvement in any charitable
or community activity/organization that he is currently involved in
and that does not materially interfere with his ability to perform
his duties under this Agreement. Employee shall be permitted, to
the extent such activities do not materially and adversely affect
the ability of Employee to fully perform his duties and
responsibilities hereunder, to (i) manage Employee's personal,
financial and legal affairs, (ii) serve on civic or charitable
boards or committees, and (iii) with the consent of the Board of
Directors (which consent shall not be unreasonably withheld), serve
as a member of the board of directors of any noncompeting
business.
2. Nature of
Employment . Employee agrees not to leave or discontinue
his employment with the Company during the first six (6) months of
his employment. Similarly, the Company agrees not to terminate
Employee during the first six (6) months of employment with the
Company, except for cause as defined in paragraph 2(b). After the
six months period has ended, Employee will become an
“at-will" employee which means that the employment
relationship may be terminated at any time, with or without cause,
at the option of either the Company or Employee, upon two weeks
written notice to the other party.
(a)
Termination by Company without Cause . If Employee is
terminated by the Company without Cause (as defined in paragraph
2(b)) after the initial six months of employment, Employee shall
receive his salary and benefits earned through the date of
termination.
(b)
Termination for Cause . If Employee is terminated for
“Cause” as defined herein at any time, Employee will
receive only payment of his salary and benefits through the date of
termination. For purposes of this Agreement, “Cause” is
defined as (i) gross misconduct by Employee that is materially
injurious to the Company’s business; (ii) the commission by
Employee of a felony; or (3) the willful failure or refusal of the
Employee, following receipt of an explicit directive from the
Company, to comply with the material terms of this
Agreement.
(c)
Termination because of Disability . Notwithstanding
any provision of this Agreement to the contrary, if Employee is
terminated as a result of a “Disability” (as defined
herein) during the Term, Employee will receive only payment of his
Salary, and benefits through the date of termination, and pro rata
bonuses pursuant to Sections 3(b) and 3(c), if any, for the
calendar quarter in which Employee ceased performing services for
the Company (“Active Employment”) based on performance
through the last day of Active Employment. For purposes of this
Agreement, “Disability” shall mean a physical or mental
impairment that prevents or can be reasonably expected to prevent
the performance by the Employee of his duties hereunder for a
continuous period of 120 calendar days or longer, or that prevents
the performance by Employee of his duties hereunder for more than a
total of 85 business days, in any 12-month period, subject to the
reasonable accommodation requirements of the Americans with
Disabilities Act and other applicable laws.
|
|
3.
|
Compensation and Fringe
Benefits
|
(a)
Salary . Employee will receive a salary at the
annualized rate of $400,000 per year (the "Salary"), which shall be
paid periodically in accordance with normal Company payroll
practices and subject to the usual and applicable required
withholding. Employee understands and agrees that neither his job
performance nor promotions, commendations, bonuses or the like from
the Company give rise to or in any way serve as the basis for
modification, amendment, or extension, by implication or otherwise,
of this Agreement.
(b)
Performance Bonus . Employee will be eligible to
participate in a quarterly Performance Bonus plan
(“Performance Bonus”), under which Employee may
receive, in addition to his Salary, a bonus in an amount between
zero and $60,000 per calendar quarter. Employee must be employed by
the Company through the last day of the quarter in order to receive
any Performance Bonus attributable to such quarter. The bonus for
such quarter shall be pro rated only if the first or last calendar
quarter of the Term is less than a full quarter because: (i) the
Agreement expired at the end of the Term; (ii) Employee’s
employment is terminated without Cause under Section 2(a) or due to
a disability under Section 2(c).
The following schedule applies for
calculating a bonus.
|
Criteria
|
Amount
|
|
Worldwide revenue target for the quarter met AND
there are no more than two Significant Customers AND no Significant
Customer accounts for 17% or more of worldwide consolidated revenue
for the quarter.
|
$20,000
|
|
Worldwide operating income target for the
quarter met.
|
$20,000
|
|
Worldwide subscriber target for the quarter
met.
|
$20,000
|
|
Total max. Performance Bonus:
|
$60,000
|
“Significant Customer” means, for
any quarter, a customer that, together with its affiliates,
accounts for 17% (rounded to the nearest 1%) or more of the
Company’s worldwide consolidated revenue for the
quarter.
The Company’s Chief Financial Officer will
determine if the criteria are met.
Any bonus payment, if applicable, shall be paid
to Employee in a lump sum as soon as administratively practicable
following the end of the quarter to which it relates but no later
than sixty (60) days after the end of the quarter and will be
subject to applicable withholding and payroll
taxes.
(c)
Discretionary Bonus . In addition to Salary and any
Performance Bonus payable, Employee shall be eligible to be
considered for a discretionary CEO bonus (the “Discretionary
Bonus”) in an amount between zero and $20,000 per calendar
quarter to be determined by the Compensation Committee of the Board
of Directors at its sole and absolute discretion. In exercising
such discretion, the Compensation Committee will take into
consideration the Employee’s individual performance. If
either the first or last calendar quarter of the Term is less than
a full quarter, the bonus for such quarter shall be pro
rated.
(d)
Vacation and Holiday Pay . Employee shall receive
four (4) weeks of paid vacation per year, which accrues over the
course of the year. In addition, the Company provides eight (8)
paid holidays each year, along with two (2) “floating
holidays” which can be used by Employee at any
time.
(e)
Other Benefits . Employee will be entitled to
participate in or receive such benefits under the Company's
employee benefit plans and policies and such other benefits which
may
be made available as in effect from time to time
and as are provided to similarly situated employees of the Company,
subject in each case to the generally applicable terms and
conditions of the plans and policies in question.
4. Expenses . The
Company will pay or reimburse Employee for reasonable travel,
entertainment or other expenses incurred by Employee in the
furtherance of or in connection with the performance of Employee's
duties hereunder in accordance with the Company's established
policies.
(a)
Intellectual Property Rights .
(i) Employee
agrees that the Company will be the sole owner of any and all of
Employee's "Discoveries" and "Work Product," hereinafter defined,
made during the term of his employment with the Company, whether
pursuant to this Agreement or otherwise. For purposes of this
Agreement, "Discoveries" means all inventions, discoveries,
improvements, and copyrightable works (including, without
limitation, any information relating to the Company's software
products, source code, know-how, processes, designs, algorithms,
computer programs and routines, formulae, techniques, developments
or experimental work, work-in-progress, or business trade secrets)
made or conceived or reduced to practice by Employee during the
term of his employment by the Company, whether or not potentially
patentable or copyrightable in the United States or elsewhere. For
purposes of this Agreement, "Work Product" means any and all work
product relating to Discoveries.
(ii) Employee
shall promptly disclose to the Company all Discoveries and Work
Product. All such disclosures must include complete and accurate
copies of all source code, object code or machine-readable copies,
documentation, work notes, flow-charts, diagrams, test data,
reports, samples, and other tangible evidence or results
(collectively, "Tangible Embodiments") of such Discoveries or Work
Product. All Tangible Embodiments of any Discoveries or Work
Project will be deemed to have been assigned to the Company as a
result of the act of expressing any Discovery or Work Product
therein.
(iii) Employee
hereby assigns and agrees to assign to the Company all of his
interest in any country in any and all Discoveries and Work
Product, whether such interest arises under patent law, copyright
law, trade-secret law, semiconductor chip protection law, or
otherwise. Without limiting the generality of the preceding
sentence, Employee hereby authorizes the Company to make any
desired chan