This Employment
Agreement is entered into as of November 1, 2000 (the
“Effective Date”), by and between Travelzoo.com Sales,
Inc., a California corporation (the “Company”), with
principal corporate offices at 800 W. El Camino Real,
Suite 180, Mountain View, CA 94040, and Steven M. Ledwith,
whose address is xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(“Employee”). The Company and Employee are collectively
referred to herein as “the Parties.”
WHEREAS, the
Company desires to retain Employee as Vice President Engineering,
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 Vice President
Engineering.
(b)
Duties. During the term of Employee’s employment
with the Company, Employee shall devote her full time, skill and
attention to her duties and responsibilities, which Employee shall
perform faithfully, diligently and competently, and Employee shall
use her 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 her ability to perform her
duties under this Agreement. Employee shall report to Chief
Executive Officer. Employee shall be permitted, to the extent such
activities do not materially and adversely affect the ability of
Employee to fully perform her 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 her employment with the Company during the first three
(3) months of her employment. Similarly, the Company agrees
not to terminate Employee during the first three (3) months of
employment with the Company, except for cause as defined in
paragraph 2(b). After the three 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.
(a)
Termination by Company without Cause. If Employee is
terminated by the Company without Cause (as defined in paragraph
2(b)) after the initial three months of employment, Employee shall
receive her 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 her 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.
3.
Compensation and Fringe Benefits
(a) Base
Salary. Employee will receive a base salary at the annualized rate
of $120,000.00 (the “Base 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 her 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)
Productivity Bonus Plan. In addition to the Base Salary, Employee
shall participate in the company’s Productivity Bonus Plan. A
copy of the bonus plan is attached.
(c)
Vacation and Holiday Pay. Employee shall receive two 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.
(d) Health
Insurance. The Company shall pay Employee up to $600.00 per month
(upon submission of receipts or other proof of payment) as
reimbursement for the costs of Employee’s health
insurance.
(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 her
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 her 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 her
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 her rights as set forth in this
Section 5(a)(iii) shall not apply to any invention that
qualifies fully under the provisions of California Labor Code
Section 2870, where no equipment, supplies, facility or trade
secret information of the Company was used and that was developed
entirely upon Employee’s own time, and (i) that does not
relate to Company business or to the Company’s actual or
anticipated research or development, or (ii) that 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 authorized
officers and agents as her agents and attorneys-in-fact to, if the
Company is unable for any reason to secure Employee’s
signature to any lawful and necessary document required or
appropriate to appl
|
