exv10w7



 





Exhibit 10.7




DATED 5th day of February 2007




Travelzoo Inc.




and




NG, Wai Ming




 






SERVICE AGREEMENT




 






 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Subject	 	Page No.	 
	1
	 	Interpretation	 	 	1	 
	2
	 	Appointment	 	 	3	 
	3
	 	Duties	 	 	4	 
	4
	 	Remuneration and Expenses	 	 	4	 
	5
	 	Other Benefits	 	 	5	 
	6
	 	Sick Leave Entitlement and Medical Benefits	 	 	6	 
	7
	 	Holiday Entitlement	 	 	7	 
	8
	 	Retirement Fund and Pension Scheme Participation	 	 	7	 
	9
	 	Confidentiality	 	 	7	 
	10
	 	Restrictions during Employment	 	 	8	 
	11
	 	Termination	 	 	8	 
	12
	 	Restrictions after Employment	 	 	11	 
	13
	 	Employment with New Group Company	 	 	13	 
	14
	 	Indemnity	 	 	13	 
	15
	 	Notices	 	 	13	 
	16
	 	Entire Agreement	 	 	14	 
	17
	 	Prior Agreements	 	 	14	 
	18
	 	Proper Law and Forum	 	 	14	 
	19
	 	Process Agent	 	 	14	 






 









 





THIS AGREEMENT is dated the 5th day of February 2007




BETWEEN:





	(1)	 	Travelzoo Inc., a company incorporated in the State of Delaware in the United States of
America whose principal business office is situated at 590 Madison Avenue, 21st
Floor, New York, New York 10022 (the “Company”); and
	 
	(2)	 	NG, Wai Ming, holder of Hong Kong Identity Card No. (the “Executive”).





RECITAL:



The Company has agreed to employ the Executive and the Executive has agreed to serve the Company as
an employee of the Company on the terms and conditions set out below.




NOW IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement, unless the context otherwise requires, the following expressions shall
bear the following meanings:





	 	 	 	 	 
	 

	 	“this Agreement”
	 	this Agreement as may from time to time be amended, modified or
supplemented pursuant to Clause 16;
	 
	 	 	 	 
	 

	 	“Appointment”
	 	the employment of the Executive pursuant to this Agreement;
	 
	 	 	 	 
	 

	 	“Board”
	 	the Board of Directors of the Company from time to time;
	 
	 	 	 	 
	 

	 	“Business”
	 	the business presently carried on by the Company, including but not limited to
the publishing of travel offers through the Travelzoo Web sites, the Top 20 newsletter,
and the Newsflash e-mail alert service;
	 
	 	 	 	 
	 

	 	“Commencement Date”
	 	1st March February 2007;
	 
	 	 	 	 
	 

	 	“Companies Ordinance”
	 	the Companies Ordinance, Chapter 32, Laws of Hong Kong;
	 
	 	 	 	 
	 

	 	“Confidential Information”
	 	any information of, developed, used or applied or which may be
developed, used or applied by the Company or any Group Company in relation to the
Business, or which the Company or any Group Company has obtained from any third party
on terms that restrict its disclosure or use, other






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	 	 	 	confidential technical information, any of the trade
secrets, clients’ lists, accounts, financial or
trading information or other confidential or
personal information which the Executive may receive
or obtain in relation to the business, finances,
dealings or affairs of the Company or any Group
Company, including any information regarding the
products, services, research programme, projects or
other technical data, know-how or specifications,
whether in human or machine readable form, and
whether stored electronically or otherwise, or the
finances, proposals, contractual arrangements,
principals, joint venture partners, contracting
parties, employees or agents of the Company or any
Group Company;
	 
	 	 	 	 
	 

	 	“Documents”
	 	documents, disks, memory, notebooks, tapes or any other medium on which
information (whether confidential or otherwise) may from time to time be referred to,
written or recorded;
	 
	 	 	 	 
	 

	 	“Employment Ordinance”
	 	the Employment Ordinance, Chapter 57, Laws of Hong Kong;
	 
	 	 	 	 
	 

	 	“Group”
	 	the Company and any company which is for the time being a subsidiary or holding
company of the Company and the terms ‘subsidiary” and “holding company’ shall have the
meanings ascribed thereto by section 2 of the Companies Ordinance;
	 
	 	 	 	 
	 

	 	“Group Company”
	 	any company within the Group;
	 
	 	 	 	 
	 

	 	“Guaranteed Bonus”
	 	the guaranteed bonus payable to the Executive pursuant to Clause 5.1.1;
	 
	 	 	 	 
	 

	 	“HK$”
	 	Hong Kong dollars, the lawful currency of Hong Kong;
	 
	 	 	 	 
	 

	 	“Hong Kong”
	 	the Hong Kong Special Administrative Region of the PRC;
	 
	 	 	 	 
	 

	 	“month”
	 	calendar month;
	 
	 	 	 	 
	 

	 	“Performance Bonus”
	 	the quarterly performance based bonus to which the Executive may be
entitled pursuant to Clause 5.1.2;
	 
	 	 	 	 
	 

	 	“PRC”
	 	the People’s Republic of China and for the purpose of this Agreement,
excluding Hong Kong, Macau Special Administrative Region and Taiwan;






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	 	“Prohibited Area”
	 	Australia, Hong Kong, India, Japan, the PRC, South Korea and Taiwan;
	 
	 	 	 	 
	 

	 	“Relevant Territory”
	 	China, Hong Kong, Taiwan, South Korea;
	 
	 	 	 	 
	 

	 	“Restricted Period”
	 	the period of 12 months from the Termination Date;
	 
	 	 	 	 
	 

	 	“Salary”
	 	the salary payable to the Executive pursuant to Clause 4.1;
	 
	 	 	 	 
	 

	 	“Term”
	 	the period from the Commencement Date until the Termination Date;
	 
	 	 	 	 
	 

	 	“Termination Date”
	 	the date of termination of the Executive’s employment pursuant to Clause 11;
	 
	 	 	 	 
	 

	 	“U.S.”
	 	United States of America; and
	 
	 	 	 	 
	 

	 	“Working Days”
	 	Monday to Friday except where such day falls on a statutory holiday.







	1.2	 	In this Agreement:






	 	1.2.1	 	References to Clauses and Sub-Clauses are respectively to clauses and
sub-clauses in this Agreement;
	 
	 	1.2.2	 	reference to any Ordinance, regulation or other statutory provision include
reference to such Ordinance, regulation or provision as may be modified, consolidated
or re-enacted from time to time;
	 
	 	1.2.3	 	unless the context otherwise requires, words denoting the singular include the
plural and vice versa, words denoting gender include both genders and the neuter and
words denoting a person include a corporation, sole proprietorship, firm, joint venture
or syndicate and, in each case, vice versa; and
	 
	 	1.2.4	 	the rule known as ejusdem generis shall not apply, so that words and phrases
in general terms following or followed by specific examples shall be construed in the
widest possible sense and shall not be construed as limited or related to the examples
given.






	1.3	 	The headings in this Agreement are for ease of reference only and do not form part of the
Agreement.
	 
	2.	 	APPOINTMENT
	 
	2.1	 	Subject to the terms set out in this Agreement, the Company appoints the Executive and the
Executive accepts his employment as an employee of the Company with the duties described in
Clause 3.




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	2.2	 	The Executive’s employment shall commence on the Commencement Date and shall continue unless
terminated by the Company pursuant to Clause 11.2 or terminated by the parties hereto pursuant
to Clause 11.1.
	 
	3.	 	DUTIES
	 
	3.1	 	The Executive shall during the Term:






	 	3.1.1	 	serve the Company in his capacity as Vice President and Managing Director,
Asia, of the Company with such executive and management responsibilities and duties
with regard to the operations of the Group in the Relevant Territory and the
development and expansion of the Business as the Board may direct, including but not
limited to the following:






	 	(a)	 	launch and develop the Travelzoo business in the Relevant
Territory in accordance with the Company’s strategy and operating budgets;
	 
	 	(b)	 	assume profit and loss responsibility; and
	 
	 	(c)	 	represent the Company in the Relevant Territory.






	 	3.1.2	 	devote the whole of his working time, attention and abilities during normal
business hours and such additional hours as may reasonably be required to administer
the duties associated with his position; and
	 
	 	3.1.3	 	use his best endeavors to promote and protect the interests of the Company and
shall at all times keep the Board promptly and fully informed of all matters relating
to or in connection with the performance and exercise of his duties under the
Agreement.






	3.2	 	The Executive shall work in Hong Kong or any other part of the world (including but not
limited to the Relevant Territory) which the Board may require for the proper performance and
exercise of his duties under this Agreement.
	 
	3.3	 	The normal business hours of the Company are 9:00 a.m. to 5:30 p.m., with one hour’s break
for lunch, Monday to Friday. However, the Executive shall be required to work such hours as
are necessary to fulfil his duties under this Agreement.
	 
	3.4	 	The Executive shall attend a one-month training programme organised by the Company in the
U.S. upon commencement of the Executive’s employment with the Company.
	 
	4. 	 	REMUNERATION AND EXPENSES
	 
	4.1	 	As remuneration for his services, the Executive shall be entitled to a salary at the rate of
HK$ 2,185,249 per calendar year (or such other rate as may from time to time be agreed in
writing). The Salary shall accrue from day to day and be payable by equal monthly installments
in arrears on or before the last day of each month, provided that if the employment terminates
on a date before the end of a month, the Salary for that month shall be in proportion to the
number of days for which the Executive was employed that month.





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	4.2	 	If applicable at any time and notwithstanding anything to the contrary contained in the
constitutional documents of the Company or of any other Group Company, the Salary shall be
inclusive of any other fees or remuneration of any description which the Executive might be
entitled to receive from the Company or any Group Company or any other company or association
in which he holds office as a nominee or representative of the Company or any Group Company
(and the Executive shall, at the discretion of the Board, either waive his right to any such
remuneration or account to the Company for the same forthwith upon receipt).
	 
	4.3	 	The Salary shall be reviewed by the Board not less than annually, the first review being in
June 2007.
	 
	4.4	 	The Executive hereby authorises the Company to deduct from any remuneration accrued and due
to him under the terms of this Agreement (whether or not actually paid during the Appointment)
or from any pay in lieu of notice:






	 	4.4.1	 	any overpayment of salary or expenses or payment made to the Executive by
mistake or through any misrepresentation;
	 
	 	4.4.2	 	any undisputed debt presently payable by the Executive to the Company or any
Group Company; and
	 
	 	4.4.3	 	any employee’s contribution to pension fund or provident fund as adopted by
the Company from time to time, including without limitation any provident fund scheme
adopted by the Company pursuant to the Mandatory Provident Fund Scheme Ordinance,
Chapter 485, Laws of Hong Kong.






	4.5	 	The Company shall repay to the Executive all reasonable travelling, hotel and other expenses
properly incurred by the Executive in connection with the performance of the duties of the
Executive under this Agreement, subject to the Executive having delivered to the Company
vouchers or evidence of payment of such expenses as the Board may from time to time require.
	 
	4.6	 	The Executive shall be entitled to fly Business Class when the duration of the flight exceeds
eight hours and otherwise Economy Class whilst travelling by air on Company duty or otherwise
in accordance with the travel policy determined by the Board from time to time. Where the
Company makes any credit card available to the Executive the Executive shall:






	 	4.6.1	 	take good care of such card and forthwith report any loss of such card to the
Board;
	 
	 	4.6.2	 	use the card only for the purposes of the relevant Group Company’s business
and in accordance with any Company policy applicable thereto; and
	 
	 	4.6.3	 	return the card forthwith to the relevant Group Company on request and in any
event upon the determination of his employment hereunder.






	5.	 	OTHER BENEFITS
	 
	5.1	 	In addition to the Salary, the Executive shall be entitled to:-




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	 	5.1.1	 	a Guaranteed Bonus at a rate of HK$ 780,469 which shall be payable to the
Executive on or before the last day of each calendar year, provided that the Executive
shall not be entitled to the Guaranteed Bonus for a particular calendar year or any
part thereof if the Executive’s employment is terminated on or before the last day of
such calendar year; and
	 
	 	5.1.2	 	a quarterly Performance Bonus that ranges between HK$ 0 and HK$ 234,140 per
quarter and that is based on the Executive’s performance as described below. The
calculation of the Performance Bonus for the quarter will be based on the official
budget for the Company (to be approved by the Board) for the Relevant Territory, which
will include quarterly targets for revenues, operating income and subscribers, and a
quarterly assessment of the Executive’s performance by the Group CEO of Travelzoo Inc.,
which will consider the Executive’s motivation and the quality of the Company’s
publications and products and advertiser base in his Relevant Territory.
	 
	 	 	 	The following criteria will apply in relation to the quarterly performance bonus
plan:





	 	 	 	 	 
	 	 	Bonus for a particular calendar
	Criteria	 	quarter
	Revenue goal as defined in official
budget for Relevant Territory met?
	 	HK$	58,535	 
	Operating income goal as defined in
official budget for Relevant
Territory met?
	 	HK$	58,535	 
	Subscriber goal as defined in
official budget for Relevant
Territory met?
	 	HK$	58,535	 
	Performance evaluation by the Group
CEO of Travelzoo Inc.
	 	Up to HK$	58,535	 
	Total
	 	Up to HK$	234,140	 







	 	 	 	The calculation of the Performance Bonus will be made by the Chief Financial Officer
of Travelzoo Inc.
	 
	 	 	 	The Performance Bonus will be paid less statutory deductions, if any, within 45 days
after the end of the calendar quarter, provided that the Executive shall not be
entitled to the Performance Bonus for a particular calendar quarter or any part
thereof if the Executive’s employment is terminated by the Executive pursuant to
Clause 11.1 or by the Company pursuant to Clause 11.2 on or before the payment date
of the Performance Bonus for such calendar quarter. If the Executive’s employment
is terminated by the Company pursuant to Clause 11.1, the Executive shall be
entitled to a pro-rata amount of the Performance Bonus for the relevant calendar
quarter which shall be payable within 45 days after the end of the relevant calendar
quarter.
	 
	 	 	 	For the first twelve months from the Commencement Date, the Company guarantees the
Executive the full Performance Bonus of HK$ 234,140 per quarter.
	 
	 	 	 	Any bonus payments for periods beginning after the first day of a calendar quarter
or ending before the last day of a calendar quarter will be pro rata.





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	6.	 	SICK LEAVE ENTITLEMENT AND MEDICAL BENEFITS
	 
	6.1	 	The Executive shall be entitled to his full Salary during periods of absence due to
ill-health or sickness properly vouched for in accordance with the requirements of the Board,
provided that the aggregate period of absence of in any 12 month period shall not exceed the
maximum number of Working Days as prescribed by the Employment Ordinance (Chapter 57, Laws of
Hong Kong) from time to time.
	 
	6.2	 	If at any time required by the Board, the Executive shall at the expense of the Company
undergo a medical examination by such doctor or doctors, as the Board shall nominate.
	 
	6.3	 	The Executive, his spouse and children under the age of 18 shall be covered by the Company’s
medical benefits scheme or medical insurance scheme in accordance with the Company’s
prevailing medical benefits arrangements. The Executive shall comply with the reasonable
procedural requirements of the Company or the underwriter of the relevant insurance policy
when submitting claims for the medical benefits or under the medical insurance.
	 
	7.	 	HOLIDAY ENTITLEMENT
	 
	7.1	 	The Executive shall during the Term be entitled to paid leave of absence of 25 Working Days
(in addition to the usual public holidays) in each complete holiday year worked (and pro-rata
for part of each holiday year worked), which shall be taken by the Executive at such time or
times as shall be mutually convenient to the Executive and the Company. Accrued paid leave may
be carried forward up to a maximum of 25 Working Days.
	 
	7.2	 	For the purposes of the Employment Ordinance, the holiday year of the Executive shall run
from 1st January each year to 31st December of that year.
	 
	8.	 	RETIREMENT FUND AND PENSION SCHEME PARTICIPATION
	 
	8.1	 	The Executive shall be entitled during the Term to participate in and the Company shall
procure that the Executive be offered participation in the Company’s retirement or provident
fund scheme (if any, and/or such scheme as may from time to time be supplemental thereto or
for the replacement thereof).
	 
	8.2	 	For the purposes of section 32 of the Employment Ordinance and Clause 4.4.3, it is agreed
that the Company may deduct from the Salary the amount of any contribution payable by the
Executive under any retirement of provident fund scheme in which the Executive may elect to
participate.
	 
	9.	 	CONFIDENTIALITY
	 
	9.1	 	The Executive shall not at any time during or after the Term use, divulge or communicate to
or cause or enable any third party (other than any officer of employee of the Company whose
province it is to know the same) to become aware of or use, take away, conceal, destroy or
retain for his own or some other person’s advantage or to the detriment of the Company or the
Group any of the Confidential Information.
	 
	9.2	 	The Executive acknowledges that all Documents containing or referring to Confidential
Information at any time in his control or possession are and shall at all times remain the




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	 	 	absolute property of the Company and/or Group Company and the Executive undertakes, both
during the Appointment and after the Termination Date:






	 	9.2.1	 	to exercise due care and diligence to avoid any unauthorised publication,
disclosure or use of Confidential Information and any Documents containing or referring
to it;
	 
	 	9.2.2	 	at the direction of the Board, to deliver up any Confidential Information
(including all copies of all Documents whether or not lawfully made or obtained) or to
delete Confidential Information from any re-usable medium; and
	 
	 	9.2.3	 	to do such things and sign such documents at the expense of the Company as
shall be reasonably necessary to give effect to this Clause and/or to provide evidence
that it has been complied with.






	9.3	 	The restrictions in Clauses 9.1 and 9.2:






	 	9.3.1	 	will not restrict the Executive from disclosing (but only to the proper
recipient) any Confidential Information which the Executive is required to disclose by
law or any order of the court or any relevant regulatory body, provided that where
practicable the Executive shall have given prior written notice to the Board of the
requirement and of the information to be disclosed and allow the Board an opportunity
to comment on the requirement before making the disclosure; and
	 
	 	9.3.2	 	will not apply to Confidential Information which is or which comes into the
public domain otherwise than as a result of an unauthorised disclosure by the
Executive.






	9.4	 	The Executive agrees that the restrictions set out in this Clause 9 are without prejudice to
any other duties of confidentiality owed to the Company and the Group, whether express or
implied and are to survive the termination of the Appointment.
	 
	10	 	RESTRICTIONS DURING EMPLOYMENT
	 
	10.1	 	The Executive shall not at any time during the Appointment, save with the prior written
notification and sanction of the Board, be directly or indirectly engaged, concerned or
interested in any other company (including any consultancy or advisory work) which carries on
a business of a similar nature to the Business.
	 
	10.2	 	The Executive shall not during the Appointment (save in a purely social capacity or with the
prior written consent of the Board) make any contact, whether formal or informal, written or
oral, with any of the Company’s past, current or prospective suppliers, customers or clients
with whom the Executive has had business dealings (directly or indirectly) for any purpose
(including but not limited to an intention to set up a competing business or to seek
employment) other than for the legitimate business interests of the Company.
	 
	10.3	 	The Executive shall not during the Appointment either on his own behalf or on behalf of any
person, firm or company:






	 	10.3.1	 	solicit or endeavour to entice away from the Company an actual employee, or
discourage from being employed by the Company any person who, to the




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	 	 	 	knowledge of the Executive, is an employee or a prospective employee of the Company;
or
	 
	 	10.3.2	 	employ or procure another person to employ any such person.






	10.4	 	The restrictions set out in this Clause 10 are without prejudice to any other duties or
obligations owed to the Company or any Group Company whether express or implied.
	 
	11.	 	TERMINATION
	 
	11.1	 	Without prejudice to any other rights or causes of action available, this Agreement can be
terminated by either the Company or the Executive without having to give any good cause on or
after twelve months from the Commencement Date by either:






	 	11.1.1	 	giving to the other party hereto three months’ notice in writing expiring at any time
on or after twelve months from the Commencement Date; or
	 
	 	11.1.2	 	giving to the other party hereto notice in writing expiring at any time on or after
twelve months from the Commencement Date less than that required by Clause 11.1.1
provided that the party serving the notice shall pay to the other party a sum equal to
the Salary in respect of that part of the period of notice required by Clause 11.1.1
which has not been given to the other party; or
	 
	 	11.1.3	 	making payment to the other party hereto of a sum representing three months’ Salary
in lieu of the notice required by Clause 11.1.1.






	11.2	 	Without prejudice to any other rights or causes of action available to the Company, this
Agreement shall be subject to immediate termination by the Company by summary notice in
writing without compensation if:






	 	11.2.1	 	the Executive at the time the notice is given is prevented by reason of ill-health or
accident or other incapacity from properly performing his duties and has been so
prevented (whether by the same or another reason) for at least a continuous period of
180 days or for an aggregate period of at least 180 days (whether or not, in either
case, Working Days) in the preceding 52 consecutive weeks;
	 
	 	11.2.2	 	(a) the Executive shall be guilty of any gross misconduct or wilful neglect of his
duties hereunder;






	 	(b)	 	the Executive shall commit any material breach or
non-observance or, after having been given warning in writing, any repeated or
continued breach (after receipt of prior notification of the previous
breach(es) from the Company) or non-observance of any of his duties or any of
his express or implied obligations arising from the Appointment or otherwise;
	 
	 	(c)	 	the Executive shall be guilty of conduct or shall permit or
suffer events, which, in the opinion of the Board, is likely to bring the
Company or any Group Company into disrepute;
	 
	 	(d)	 	the Executive shall commit any act of fraud or dishonesty
(whether or not connected with the Appointment) or any act which, in the
opinion of the Board, adversely affects his ability properly to carry out his
duties;





9









 






	 	(e)	 	the Executive shall become unable to pay his debts for the
purposes of Sections 6 and 6A of the Bankruptcy Ordinance, Chapter 6, Laws of
Hong Kong, shall claim the benefit of any Ordinance for the time being in force
for the relief of insolvent debtors or proposed or shall make any arrangement
or composition with his creditors;
	 
	 	(f)	 	the Executive is convicted of a criminal offence (other than an
offence which in the opinion of the Board does not affect his position in the
Company);
	 
	 	(g)	 	the Executive persistently refuses to carry out any lawful
order given to him in the course of his employment or persistently fails to
diligently attend to his duties under this Agreement; or
	 
	 	(h)	 	the Executive shall become of mental disorder or a patient as
defined in Section 7 of the Mental Health Ordinance, Chapter 136, Laws of Hong
Kong or been admitted to a hospital in pursuance of an application made under
Part III of that Ordinance.






	11.3	 	Upon termination of the Appointment however arising:






	 	11.3.1	 	if applicable the Executive shall, without prejudice to any claim he may have arising
out of the termination of this employment hereunder, forthwith at the request of the
Board and without further claim for compensation resign from all offices held by him in
any Group Company and from all other appointments or offices which he holds as nominee
or representative of the Company or any Group Company and, if he fails so to do, the
Company is irrevocably authorised by the Executive to appoint some person in his name
and on his behalf to execute such documents and to do such other things as are
reasonably necessary to give effect to such resignations; and
	 
	 	11.3.2	 	the Executive (or, if he shall be dead, of unsound mind or bankrupt, his personal
representatives or such other persons as shall be appointed to administer his estate
and affairs) shall deliver up to the Company in accordance with the directions of the
Board, all keys, security passes, credit cards, the Documents and other property
(including the company car provided pursuant to Clause 5) belonging to or relating to
the businesses or affairs of the Company or any Group Company, including all copies of
all Documents containing or referring to Confidential Information which may be in his
possession or under his control (or that of his personal representatives or such other
persons), and shall not retain copies, extracts or notes of any of the same.






	11.4	 	The Executive shall have no claim against the Company in respect of the termination of the
Appointment by reason of the liquidation of the Company for the purpose of amalgamation or
reconstruction or as part of any arrangements for the amalgamation or demerger of the
undertaking of the Company or any Group Company not involving liquidation, provided that the
Executive shall have been offered employment with the amalgamated or reconstructed or
de-merged company or companies on terms no less favourable to him than under this Agreement.




10









 












	11.5	 	The Board, if it has reason to suspect that any one or more of the events set out in Clause
11.2 has or may have occurred, may suspend the Executive pending the making and completion of
such investigation(s) as the Board thinks fit. While the suspension continues, the Company
shall pay the Salary to the Executive and provide to him the other benefits set out in this
Agreement. During the period of suspension the Company and relevant Group Companies shall not
be obliged to provide work to the Executive and may require the Executive to comply with such
conditions as the Company may reasonably specify in relation to attending at or remaining away
from the places of business of the Company and/or the Group Companies. The Company may later
terminate the Appointment, pursuant to the terms of this Agreement, on the grounds of the same
or any other event.
	 
	11.6	 	Once notice to terminate the Executive’s employment has been given by the Company or the
Executive in accordance with Clause 11.1, or in the event that the Executive purports to
terminate in breach of those obligations, the Company:






	 	11.6.1	 	shall be under no obligation to vest in or assign to the Executive any powers or to
provide any work for the Executive and the Executive shall have no right to perform any
services for the Company or any Group Company;
	 
	 	11.6.2	 	may prohibit contact and/or dealings between the Executive and clients and/or
suppliers and/or personnel of or investors in the Company or any Group Company; and
	 
	 	11.6.3	 	may exclude the Executive from any premises of the Company or any Group Company
provided always that Salary and all other contractual benefits under this Agreement
shall not cease to be payable or provided by reason only of the Company exercising its
rights pursuant to Clause 11.6.
	 
	 	This Clause 11.6 shall not affect the general right of the Company to suspend in accordance
with Clause 11.5 nor affect the rights and obligations of the parties hereto prior to the
service of notice.






	11.7	 	Where this Agreement is terminated pursuant to Clause 11.2, the Executive shall not be
entitled to receive the Guaranteed Bonus provided for in Clause 5.1.1 for the calendar year
where the termination occurs and the Performance Bonus provided for in Clause 5.1.2 for the
quarter of the calendar year where the termination occurs. When this Agreement is terminated
by the Company pursuant to Clause 11.1, the Performance Bonus for the relevant calendar
quarter shall be paid on a pro-rata basis and payable within 45 days after the end of the
relevant calendar quarter.
	 
	12	 	RESTRICTIONS AFTER EMPLOYMENT
	 
	12.1	 	The Executive shall not, save with the prior written consent of the Board, during the
Restricted Period, carry on or be concerned or engaged or interested directly or indirectly
(whether as principal, shareholder, partner, employee, officer, agent or otherwise) within the
Prohibited Area in any part of any trade or business which competes with any part of any trade
or business carried on by the Company at any time during the period of 12 months prior to the
Termination Date, in which the Executive shall have been actively engaged or involved, in any
country in which the Company has traded during the period of 12 months prior to the
Termination Date.





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	12.2	 	The Executive shall not during the Restricted Period and within the Prohibited Area either on
his own behalf or on behalf of any person, firm or company in relation to the business
activities of the Company in which the Executive has been engaged or involved, directly or
indirectly:






	 	12.2.1	 	solicit, approach or offer goods or services to or entice away from the Company any
person, firm or company who at the Termination Date (or at any time during 12 months
prior to the Termination Date) was a client or customer of the Company and in each case
with whom the Executive (or any other employee on his behalf or under his direct
instruction) has been actively engaged or involved by virtue of his duties hereunder;
or
	 
	 	12.2.2	 	deal with or accept custom from any person, firm or company who at the Termination
Date (or at any time during 12 months prior to the Termination Date) was a client or
customer of the Company and in each case with whom the Executive (or any other employee
on his behalf or under his direct instruction) has been actively engaged or involved by
virtue of his duties hereunder; or
	 
	 	12.2.3	 	solicit or approach or offer goods or services to or entice away from the Company any
person, firm or company who at the Termination Date (or at any time during 12 months
prior to the Termination Date) was a supplier, agent or distributor of the Company and
in each case with whom the Executive (or any other employee on his behalf or under his
direct instruction) has been actively engaged or involved by virtue of his duties
hereunder; or
	 
	 	12.2.4	 	deal with or interfere with any person, firm or company who at the Termination Date
(or at any time during 12 months prior to the Termination Date) was a supplier, agent
or distributor of the Company and in each case with whom the Executive (or any other
employee on his behalf or under his direct instruction) has been actively engaged or
involved by virtue of his duties hereunder;
	 
	 	PROVIDED THAT nothing contained in these Sub-Clauses 12.2.1 to 12.2.4 shall prohibit the
Executive from carrying out any activities which are not in competition with any part of the
business of the Company with which the Executive was involved in 12 months prior to the
Termination Date.






	12.3	 	The Executive shall during the Restricted Period and within the Prohibited Area either on his
own behalf or on behalf of any person, firm or company in relation to the business activities
of the Company in which the Executive has been engaged or involved, directly or indirectly,
approach, solicit, endeavour to entice away, employ, offer employment to or procure the
employment of any person who is or was a key employee belonging to the management grade or in
a senior capacity with whom the Executive has had dealings within a period of 12 months prior
to the Termination Date) whether or not such person would commit any breach of his contract of
employment by reason of so leaving the service of the Company or otherwise.
	 
	12.4	 	The Executive shall not, at any time after the Termination Date, either on his own behalf or
on behalf of any other person, firm or company directly or indirectly, within the Prohibited
Area:






	 	12.4.1	 	interfere or seek to interfere with the continuance, or any of the terms, of the
supply of goods or services to the Company; or




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	 	12.4.2	 	represent himself as being in any way connected with or interested in the business of
the Company (other than as a consultant or a member if such be the case) or use any
name which is identical or similar to or likely to be confused with the name of the
Company or any product or service produced or provided by the Company or which might
suggest a connection with the Company.






	12.5	 	The Executive (who acknowledges that, in the course of the Appointment, he is likely to have
dealings with the clients, customers, suppliers and other contacts of the Company) agrees that
each of the restrictions in Sub-Clauses 12.1, 12.2.1, 12.2.2, 12.2.3, 12.2.4, 12.3, 12.4.1 and
12.4.2 is separate and distinct, is to be construed separately from the other restrictions,
and is reasonable as regards its duration, extent and application for the protection of the
legitimate business interests of the Company. However, in the event that any such restriction
shall be found to be void or unenforceable but would be valid or enforceable if some part or
parts of it were deleted, the Executive agrees that such restriction shall apply with such
deletions as may be necessary to make it valid and effective.
	 
	13.	 	EMPLOYMENT WITH NEW GROUP COMPANY




For the conduct of the Business in Asia, the Company may incorporate a new Group Company (the “New
Group Company”) in Hong Kong or elsewhere in the world. If considered proper and if allowed by the
law of the place where the New Group Company is incorporated, the Board may direct that such New
Group Company takes up the employment of the Executive hereunder on the same terms and conditions
set out in this Agreement, and the Executive undertakes that he will enter into a new employment
agreement with the New Group Company on the same terms and conditions set out in this Agreement.
Upon signing of the new employment agreement with the New Group Company, the continuity of
employment of the Executive hereunder will not be affected by virtue of his employment being
transferred to the New Group Company, so far as this is permitted by the law of the place where the
New Group Company is incorporated.





	14.	 	INDEMNITY




Each of the Company and the Executive agrees to indemnify and hold harmless the other on demand
from and against any and all losses, claims, damages, liabilities and expenses, including but
without limitation any proceedings brought against it/him arising from the performance of its/his
duties pursuant to this Agreement, so far as permitted by law, except in any case where the matter
in respect of which indemnification is sought under this Clause was caused by the wilful neglect of
the party to be indemnified.





	15	 	NOTICES




Notices by either party hereto:





	15.1	 	must be in writing addressed:






	 	15.1.1	 	to the Company at its principal business office for the time being; and
	 
	 	15.1.2	 	to the Executive at his place of work or at the address set out in this Agreement or
such other address as the Executive may from time to time have notified to the Company
for the purpose of this Clause; and




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	15.2	 	will be effectively served:






	 	15.2.1	 	on the day of receipt, where any hand-delivered letter or a facsimile transmission is
received on a Working Day before or during normal working hours;
	 
	 	15.2.2	 	on the following Working Day, where any hand-delivered letter or facsimile
transmission is received either on a Working Day after normal working hours or on any
other day;
	 
	 	15.2.3	 	on the second Working Day following the day of posting from within Hong Kong of any
letter sent by first class prepaid mail; or
	 
	 	15.2.4	 	on the fifth Working Day following the day of posting to an overseas address of any
prepaid airmail letter.






	16.	 	ENTIRE AGREEMENT
	 
	16.1	 	This Agreement embodies all the terms and provisions of and relating to the employment of the
Executive by the Company.
	 
	16.2	 	The terms of this Agreement may only be varied in writing by the parties hereto or their duly
authorised agents.
	 
	17.	 	PRIOR AGREEMENTS




This Agreement is in substitution for and shall supersede all former and existing agreements or
arrangements made orally or in writing for the employment of the Executive by the Company or any
Group Company, which shall be deemed to have been cancelled with effect from the date of this
Agreement, and no party hereto shall have any claim in respect of any such superseded agreements or
arrangements.





	18.	 	PROPER LAW AND FORUM




This Agreement shall in all respects be interpreted and construed in accordance with and governed
by Hong Kong law and each party hereto irrevocably submits to the non-exclusive jurisdiction of the
Hong Kong courts and waives all defences to any action arising hereunder brought in the courts of
Hong Kong on the ground that such an action is brought in an inconvenient forum.





	19.	 	PROCESS AGENT




The Company irrevocably appoints Messrs. Stephenson Harwood & Lo of 35th Floor, Bank of
China Tower, 1 Garden Road, Central, Hong Kong to act as its agent to receive and acknowledge on
its behalf any writ, summon, order, judgment or other notice of legal process in Hong Kong. If
such agent (or its successor) no longer serves as agent of the Company for this purpose, the
Company shall promptly appoint a successor agent and notify the Executive. The Company agrees that
any legal process shall be sufficiently served on it if delivered to its agent at the address
mentioned herein or such other address as may have been notified by the agent to the Executive.




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IN WITNESS whereof the parties hereto entered into this Agreement the day and year first written
above.




	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	Travelzoo Inc.

	 	 	)	 	 	 
	by Ralph Bartel (Director)

	 	 	)	 	 	 
	in the presence of:-

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 
	by NG, Wai Ming

	 	 	)	 	 	 
	in the presence of:-

	 	 	)	 	 	 







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