This Employment
Agreement is entered into as of December 9, 2005 (the
“Effective Date”), by and between Travelzoo Inc., a
Delaware corporation (the “Company”) with principal
corporate offices at 590 Madison Avenue, 21
st Floor, New York, NY 10022, and Wayne Lee, whose
address is currently xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(“Employee”). The Company and Employee are collectively
referred to herein as “the Parties.”
WHEREAS, the
Company desires to retain Employee as Director of Finance, 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 Director of
Finance.
(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
Company, 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. Employee understands that if he
resigns during the first six (6) months of employment in
violation of this Agreement, he shall only receive the
“Salary” (as defined below) and benefits earned as of
the date of termination. 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 month 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. Employee
acknowledges that his obligations set forth in certain sections of
this Agreement, including but not limited to Section 5,
survive the termination of his employment from the
Company.
(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 (iii) 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.
3.
Compensation and Fringe Benefits .
(a)
Salary . Employee will receive a salary at the
annualized rate of $130,000.00 (One Hundred Thirty Thousand
Dollars) (the “Salary”), which shall be paid
periodically in accordance with normal Company payroll practices
and
subject to the
usual and applicable required withholdings. 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)
Vacation and Holiday Pay . Employee shall receive three
(3) 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.
(c) 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.
(d) Sign-On
Bonus . Employee will receive a sign-on bonus of $10,000
(Ten Thousand Dollars) payable within two weeks of the first day of
employment. The sign-on bonus is subject to tax withholdings.
Should Employee leave the Company during the initial six (6) months
of employment, in violation of this agreement, Employee will be
required to pay back the sign-on bonus within two (2) weeks
after date of termination.
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 changes to any part of any Discovery or Work Product, to
combine it with other materials in any manner desired, and to
withhold Employee’s identity in connection with any
distribution or use thereof alone or in combination with other
materials. This assignment and assignment obligation applies to all
Discoveries and Work Product arising during Employee’s
employment with the Company (or its predecessors), whether pursuant
to this Agreement or otherwise. Employee’s agreement to
assign to the Company any of his rights as set forth in this
Section 5(a)(iii) applies to all inventions other than an
invention (a) in which no equipment, supplies, facility or trade
secret information of the Company was used (b) was developed
entirely upon Employee’s own time (c) does not relate to
Company business or to the Company’s actual or anticipated
research or development and (d) does not result from any work
performed by Employee for the Company.
(iv) At the
request of the Company, Employee shall promptly and without
additional compensation execute any and all patent applications,
copyright registration applications, waivers of moral rights,
assignments, or other instruments that the Company deems necessary
or appropriate to apply for or obtain Letters Patent of the United
States or any foreign country, copyright registrations or otherwise
to protect the Company’s interest in such Discovery and Work
Product, the expenses for which will be borne by the Company.
Employee hereby irrevocably designates and appoints the Company and
its duly authoriz
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