exv10w1



 






Exhibit 10.1




Final




Travelzoo UK Limited

Christopher Loughlin



Service Agreement



	 	 	 	 	 	 	 
	Date:

	 	16 May 2005
	 	 
	Document Number:

	 	 	159453.5	 	 	 
	Matter Number:

	 	[                    ]
	 	 










33 Cannon Street London EC4M 5TE




tel: (+44) (0) 20 7246 5800 — fax: (+44) (0) 20 7246 5858















 






CONTENTS




	 	 	 	 	 	 	 
	1.

	 	Definitions
	 	 	1	 
	2.

	 	Commencement and Term
	 	 	2	 
	3.

	 	Role and Duties of the Executive
	 	 	2	 
	4.

	 	Place of Work
	 	 	3	 
	5.

	 	Remuneration
	 	 	3	 
	6.

	 	Expenses
	 	 	3	 
	7.

	 	Holidays
	 	 	4	 
	8.

	 	Sickness Benefit
	 	 	4	 
	9.

	 	Pension and Medical Expenses Insurance
	 	 	4	 
	10.

	 	Relocation Arrangements and Expenses
	 	 	4	 
	11.

	 	Restrictions During His Employment
	 	 	5	 
	12.

	 	Confidential Information and Company Property
	 	 	6	 
	13.

	 	Inventions and Other Intellectual Property
	 	 	6	 
	14.

	 	Termination
	 	 	7	 
	15.

	 	Garden Leave
	 	 	9	 
	16.

	 	Restrictive Covenants
	 	 	10	 
	17.

	 	Disciplinary and Grievance Procedure
	 	 	11	 
	18.

	 	Data Protection and Communications
	 	 	11	 
	19.

	 	Notices
	 	 	11	 
	20.

	 	Deductions
	 	 	12	 
	21.

	 	Former Contracts of Employment
	 	 	12	 
	22.

	 	General
	 	 	12	 
	23.

	 	Choice of Law and Submission to Jurisdiction
	 	 	13	 
	Schedule 1	 	 	14	 
	Schedule 2	 	 	16	 







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THIS AGREEMENT is made the 16th day of May 2005




BETWEEN:





	(1)	 	Travelzoo UK Limited (registered number 05442657) whose registered office is at 90 Long Acre,
Covent Garden, London WC2E 9RZ (the “Company”);
	 
	(2)	 	Christopher Loughlin of 53b Fulham Park Gardens, Fulham, London SW6 4LB (the “Executive”).





THE PARTIES AGREE as follows:





	1.	 	Definitions
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement unless the context otherwise requires the following expressions have the
following meanings:





	 	 	 	 	 
	 

	 	“Act”
	 	The Employment Rights Act 1996 as amended;
	 

	 	 	 	 
	 

	 	“Annual Bonus Plan”
	 	an individual bonus plan which applies to the Executive, subject to the
terms described in Schedule 1, for the following periods only: (1) the period from May
16, 2005, to December 31, 2005; (2) the period from January 1, 2006, to December 31,
2006; (3) the period from January 1, 2007, to December 31, 2007; and (4) the period
from January 1, 2008, to May 15, 2008;
	 

	 	 	 	 
	 

	 	“Board”
	 	the board of directors for the time being of the Company or any committee of
directors appointed by the board for the time being;
	 

	 	 	 	 
	 

	 	“Confidential Information”
	 	personnel information, or any information relating to the
business, clients/customers, products, users, subscribers, affairs and finances,
internal processes, systems and organisation of the Company or of any Group Company for
the time being confidential to it or to them or treated by it or them as such and trade
secrets (including, without limitation, technical data and know-how) relating to the
business of the Company or of any Group Company or of any of its or their suppliers or
clients/customers;
	 

	 	 	 	 
	 

	 	“Executive Bonus Plan”
	 	the bonus plan for senior executives of Travelzoo USA as amended on
18 May 2005;
	 

	 	 	 	 
	 

	 	“Group”
	 	the Company and the Group Companies;
	 

	 	 	 	 
	 

	 	“Group Company”
	 	any company (including Travelzoo USA) which is for the time being a
subsidiary or holding






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	 	 	 	company of the Company and any subsidiary of any such holding
company and for the purposes of this Agreement the terms “subsidiary” and “holding
company” shall have the meanings ascribed to them by sections 736 and 736A Companies
Act 1985;
	 

	 	 	 	 
	 

	 	“Quarterly Bonus Plan”
	 	an individual bonus plan which applies to the Executive during the
term of the Agreement;
	 

	 	 	 	 
	 

	 	“Travelzoo USA”
	 	Travelzoo Inc., a company incorporated according to the laws of the State of
Delaware and the parent company of the Company.







	1.2	 	References to clauses and schedules are unless otherwise stated to clauses of and schedules
to this Agreement.
	 
	1.3	 	The headings to the clauses are for convenience only and shall not affect the construction or
interpretation of this Agreement.
	 
	1.4	 	Unless the context otherwise requires, references in this Agreement to the masculine gender
shall, where appropriate, be deemed to include the feminine and vice versa.
	 
	2.	 	Commencement and Term
	 
	2.1	 	This Agreement shall be deemed to commence on May 16 2005 and shall continue (except as
provided in Clause 14) for a fixed period of two years. After the initial fixed period of two
years, the Agreement may be terminated at any time by either party giving to the other one
year’s notice in writing.
	 
	2.2	 	For the purposes of the Act, the Executive’s period of continuous employment commenced on
November 15, 2001.
	 
	3.	 	Role and Duties of the Executive
	 
	3.1	 	The Executive shall serve the Company as Managing Director. He shall also serve Travelzoo
USA as Senior Vice President and General Manager, Travelzoo UK.
	 
	3.2	 	During his employment the Executive shall:






	 	3.2.1	 	devote the whole of his time, attention and skill to the business and affairs
of the Company both during normal business hours and during such additional hours as
are necessary for the proper performance of his duties or as the Board may reasonably
require from time to time;
	 
	 	3.2.2	 	faithfully and diligently perform such duties and exercise such powers
consistent with his position as may from time to time be assigned to him to a standard
that is acceptable to the Board;
	 
	 	3.2.3	 	obey the reasonable and lawful directions of the Board;
	 
	 	3.2.4	 	comply with all the Company’s rules, regulations, policies and procedures from
time to time in force; and




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	 	3.2.5	 	keep the Board at all times promptly and fully informed (in writing if so
requested) of his conduct of the business of the Company and any Group Company and
provide such explanations in connection with it as the Board may require.






	3.3	 	The Executive agrees, for the purposes of Regulation 5 of The Working Time Regulations 1998
(the “Regulations”), that Regulation 4 of the Regulations does not apply to him. The Company
and the Executive agree that the Executive’s consent, for the purpose of this Clause 3.3,
shall continue indefinitely provided that the Executive may withdraw such consent at any time
by giving the Company three months’ notice of his wish to do so.
	 
	3.4	 	The Executive shall, if and so long as the Company requires and without any further
remuneration other than is specified in this Agreement:
	 





	 	3.4.1	 	carry out duties on behalf of any Group Company; and
	 
	 	3.4.2	 	act as a director or officer of any Group Company.
	 







	3.5	 	The Company may at its sole discretion transfer this Agreement to any Group Company at any
time.
	 
	4.	 	Place of Work
	 
	 	 	The Executive’s place of work will be the Company’s offices at 90 Long Acre, Covent Garden,
London WC2E 9RZ, but the Company may require the Executive to work at any place (whether
inside or outside the United Kingdom) for such periods as the Company may from time to time
require.
	 
	5.	 	Remuneration
	 
	5.1	 	The Company shall pay to the Executive, by credit transfer to his bank account, an annual
salary of £118,500 payable by equal monthly instalments in arrears for the previous month on
or before the first day of each calendar month.
	 
	5.2	 	The Executive shall also be entitled to participate in a Quarterly Performance Bonus Plan, an
Annual Bonus Plan, and the Executive Bonus Plan of Travelzoo USA, the terms of which are set
out in the Schedule to this Agreement.
	 
	5.3	 	Salary and any bonus payable shall be inclusive of any fees to which the Executive may be
entitled as a director of the Company or any Group Company.
	 
	5.4	 	Payment of salary and bonus (if applicable) to the Executive shall be made either by the
Company or by a Group Company and, if by more than one company, in such proportions as the
Board may from time to time think fit.
	 
	6.	 	Expenses
	 
	6.1	 	The Company shall reimburse the Executive in respect of all expenses reasonably incurred by
him in the proper performance of his duties, subject to the Company’s policies and his
providing such receipts or other appropriate evidence as the Company may require.




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	7.	 	Holidays
	 
	7.1	 	The Executive shall be entitled, in addition to all Bank and public holidays normally
observed in England, to 20 working days’ paid holiday in each holiday year (being the period
from 1 January to 31 December). This entitlement is subject to the following provisions of
this clause.
	 
	7.2	 	The Executive may take his holiday only at such times as are agreed with the Chairman of the
Company. Such agreement is to be obtained before the Executive commits himself to bookings or
other positive arrangements.
	 
	7.3	 	No holiday may be carried forward to the next holiday year, except with the express written
consent of the Company.
	 
	7.4	 	The Executive will not be entitled to pay for any unused holiday entitlement (except on the
termination of his employment).
	 
	8.	 	Sickness Benefit
	 
	8.1	 	There is no contractual right to payment in respect of periods of absence due to sickness or
incapacity, but such payments are at the discretion of the Company.
	 
	8.2	 	Any payment to the Executive pursuant to Clause 8.1 shall be deemed to include any Statutory
Sick Pay and any Social Security Sickness Benefit or other benefits to which the Executive may
be entitled.
	 
	8.3	 	If so required, the Executive agrees to supply the Company with medical certificates covering
any period of sickness or incapacity exceeding seven days (including weekends) and to undergo,
at the Company’s expense, a medical examination by a doctor appointed by the Company (and the
Executive agrees that copies of any medical reports prepared by such doctor shall be sent
directly to the Company).
	 
	9.	 	Pension and Medical Expenses Insurance
	 
	9.1	 	During his employment, the Executive shall be eligible to join the Company’s stakeholder
pension scheme, currently planned to be with Scottish Widows and to take effect from June 1,
2005. The pension scheme is contracted in to the state earnings-related pension scheme and a
contracting out certificate under the Pension Scheme Act 1993 is not in force.
	 
	9.2	 	During his employment, the Executive and his spouse shall be entitled to participate in any
private health insurance scheme that may be arranged by the Company for its executives subject
to the insurer accepting the Executive for cover under the relevant policy at normal rates and
subject to the rules of such scheme or policy from time to time in force.
	 
	10.	 	Relocation Arrangements and Expenses
	 
	10.1	 	The Company and the Executive agree that his employment constitutes a local hire position.




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	10.2	 	The Company will reimburse the Executive’s reasonable moving expenses up to a total value of
£4,100 upon submission of valid receipts. Receipts must be submitted within 30 calendar days
of the expenses being incurred.
	 
	10.3	 	The Company will pay for the Executive’s temporary housing in London for the period from May
1 2005 to October 31 2005 (the first six months), subject to an upper limit of £8,316 and
subject to the production of valid receipts.
	 
	10.4	 	The Company will use reasonable efforts to try to obtain a UK visa for the Executive’s spouse
and will pay for the legal expenses in this regard (not to exceed a total of £5,500).
	 
	10.5	 	The Company will pay for six economy class tickets from the US to London between the period
May 16 2005 and May 31 2006 for the Executive’s spouse.
	 
	10.6	 	The above expenses and allowances will be provided on the condition that the Executive
relocates to London on or before June 1 2005, and are to be repaid to the Company by the
Executive if the Executive should leave the Company’s employment voluntarily, or if his
employment terminates on any of the grounds set out in Clause 14.1, within twelve months of
the commencement of this Agreement.
	 
	11.	 	Restrictions During His Employment
	 
	11.1	 	During his employment, the Executive shall not directly or indirectly:






	 	11.1.1	 	be employed, engaged, concerned or interested in any other business or undertaking;
or
	 
	 	11.1.2	 	engage in any activity which the Board reasonably considers may be, or become,
harmful to the interests of the Company or of any Group Company or which might
reasonably be considered to interfere with the performance of the Executive’s duties
under this Agreement.






	11.2	 	The Executive agrees that he will not at any time during the course of his employment take
any preparatory steps to become engaged or interested in any capacity whatsoever in any
business or venture which is in or is intended to enter into competition with any business of
the Company.
	 
	11.3	 	During the term of this Agreement, the Executive shall not whether alone or jointly with or
on behalf of any other person, firm or company and whether as principal, partner, manager,
employee, contractor, director, consultant, investor or otherwise (except as a representative
or nominee of the Company or any Group Company or otherwise with the prior consent in writing
of the Board) be engaged, concerned or interested in any other business or undertaking which
is wholly or partly in competition with any business carried on by the Company or any Group
Company provided that the Executive may hold (directly or through nominees) by way of bona
fide personal investment any units of any authorised unit trust and up to one per cent
of the issued shares, debentures or other securities of any class of any company whose
shares are listed on a recognised investment exchange within the meaning of section 285 of
the Financial Services and Markets Act 2000 (“FSMA”) or dealt in the Alternative Investment
Market or any such other exchange as may be specified by the Board from time to time.




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	12.	 	Confidential Information and Company Property
	 
	12.1	 	The Executive shall neither during his employment (except in the proper performance of his
duties) nor at any time (without limit) after the termination of his employment except in
compliance with an order of a competent court:






	 	12.1.1	 	divulge or communicate to any person, company, business entity or other organisation
any Confidential Information;
	 
	 	12.1.2	 	use any Confidential Information for his own purposes or for any purposes other than
those of the Company or any Group Company; or
	 
	 	12.1.3	 	through any failure to exercise due care and diligence, permit or cause any
unauthorised disclosure of any Confidential Information.






	12.2	 	The Executive acknowledges that all books, notes, memoranda, records, lists of
clients/customers and suppliers and employees and users and subscribers, correspondence,
documents, computer and other discs and tapes, data listings, codes and other documents and
material whatsoever (whether made or created by the Executive or otherwise) relating to the
business of the Company or any Group Company (and any copies of the same):






	 	12.2.1	 	shall be and remain the property of the Company or the relevant Group Company; and






	 	12.2.2	 	shall be handed over by the Executive to the Company or to the relevant Group Company
on demand and in any event on the termination of his employment and the Executive shall
certify that all such property has been handed over on request by the Board and agrees
that he will take all reasonable steps to prevent the disclosure of the same.






	13.	 	Inventions and Other Intellectual Property
	 
	13.1	 	The parties foresee that the Executive may make inventions or create other intellectual
property in the course of his duties and agree that in this respect the Executive has a
special responsibility to further the interests of the Company and the Group Companies.
	 
	13.2	 	Any invention, improvement, design, process, information, copyright work, trade mark or trade
name or get-up made, created or discovered by the Executive in the course of his employment
(whether capable of being patented or registered or not and whether or not made or discovered
in the course of his employment) in conjunction with or in any way affecting or relating to
the business of the Company or of any Group Company or capable of being used or adapted for
use in or in connection with such business (“Intellectual Property Rights”) shall be disclosed
immediately to the Company and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the
absolute property of the Company or such Group Company as the Company may direct.
	 
	13.3	 	If and whenever required so to do by the Company, the Executive shall at the expense of the
Company or such Group Company as the Company may direct:






	 	13.3.1	 	apply or join with the Company or such Group Company in applying for letters patent
or other protection or registration for any other Intellectual Property Rights in the
United Kingdom and in any other part of the world; and




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	 	13.3.2	 	execute all instruments and do all things necessary for vesting all such right, title
and interest in such letters patent or other Intellectual Property Rights in the
Company or such Group Company or such other person as the Company may specify
absolutely as sole beneficial owner.






	13.4	 	The Executive irrevocably and unconditionally waives all rights under Chapter IV of Part I of
the Copyright, Designs and Patents Act 1988 in connection with his authorship of any existing
or future copyright work in the course of his employment, in whatever part of the world such
rights may be enforceable including, without limitation:






	 	13.4.1	 	the right conferred by section 77 of that Act to be identified as the author of any
such work; and






	 	13.4.2	 	the right conferred by section 80 of that Act not to have any such work subjected to
derogatory treatment.






	13.5	 	The Executive irrevocably appoints the Company to be his Attorney in his name and on his
behalf to execute any such instrument or do any such thing and generally to use his name for
the purpose of giving to the Company the full benefits of this Clause 13. A certificate in
writing in favour of any third party signed by any director or by the Secretary of the Company
that any instrument or act falls within the authority conferred by this Agreement shall be
conclusive evidence that such is the case.






	13.6	 	Nothing in this Clause 13 shall be construed as restricting the rights of the Executive or
the Company under sections 39 to 43 Patents Act 1977.






	14.	 	Termination






	14.1	 	Notwithstanding any other provisions of this Agreement, in any of the following
circumstances, the Company may terminate the Executive’s employment summarily and without
further payment (save for any sums accrued due as at the relevant date) if the Executive:






	 	14.1.1	 	commits any serious breach of this Agreement or is guilty of any gross misconduct or
any wilful neglect in the discharge of his duties;
	 
	 	14.1.2	 	repeats or continues (after warning) any breach of this Agreement;
	 
	 	14.1.3	 	is guilty of any fraud, dishonesty or any conduct tending to bring himself, the
Company, or any Group Company into disrepute;
	 
	 	14.1.4	 	has a petition presented for a bankruptcy order to be made in respect of him, enters
into (or proposes to enter into) an individual voluntary arrangement or other
composition with his creditors or takes advantage of any other legislation for the time
being in force offering relief for insolvent debtors;
	 
	 	14.1.5	 	is convicted of any criminal offence (other than minor offences under the Road
Traffic Acts or the Road Safety Acts for which a fine or non-custodial penalty is
imposed) which might reasonably be thought to affect adversely the performance of his
duties;




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	 	14.1.6	 	is disqualified from holding office in the Company or in any other company by reason
of any order made under the Company Directors Disqualification Act 1986 or any other
enactment;
	 
	 	14.1.7	 	resigns as or otherwise ceases to be or becomes prohibited by law from being a
director of the Company, otherwise than at the Company’s request; or






	 	 	Any delay by the Company in exercising such right of termination shall not constitute a
waiver of it.
	 
	14.2	 	If at any time the Executive is unable to perform his duties properly because of ill health,
accident or otherwise for a period or periods totalling at least 130 working days in any
period of 12 calendar months, or becomes incapable by reason of mental disorder of managing
and administering his property and affairs, then the Company may terminate his employment by
giving him not less than statutory minimum written notice to that effect and the Executive
will have no entitlement, in such circumstances, to payment other than in respect of statutory
minimum notice.
	 
	14.3	 	If the Company believes that it may be entitled to terminate his employment pursuant to
Clause 14.1, it shall be entitled (but without prejudice to its right subsequently to
terminate his employment on the same or any other ground) to suspend the Executive on full pay
and other benefits for so long as it may think fit.
	 
	14.4	 	The Company reserves the right, at its absolute discretion, to terminate the Executive’s
employment at any time by making a payment in lieu of any notice of termination and/or in lieu
of the balance of the fixed term of employment corresponding either to the applicable
period(s) as set out in Clause 2, or Clause 14.2 in the case of serious incapacity. For this
purpose, the Executive agrees that pay in lieu will consist of basic salary only (and no bonus
payments) for the fixed term and/or notice period which is accrued due as at the date of
termination of his employment.
	 
	14.5	 	On the termination of his employment or upon either the Company or the Executive having
served notice of such termination, the Executive shall, at the request of the Company, resign
from office as a director of the Company and all offices held by him in any Group Company
provided however that such resignation shall be without prejudice to any claims which the
Executive may have against the Company or any Group Company arising out of the termination of
his employment; and the Executive irrevocably authorises the Company to appoint any person in
his name and on his behalf to sign any documents and do any things necessary or requisite to
give effect to his obligations under this Clause 14.5.
	 
	14.6	 	If (a) the Company in a general meeting shall remove the Executive from the office of
director of the Company or any Group Company, or (b) under the Articles of Association for the
time being of the Company or any Group Company, the Executive shall be obliged to retire by
rotation or otherwise and the Company in general meeting shall fail to re-elect the Executive
as a director of the relevant Group Company (either such case being referred to in this Clause
14.6 as an “Event”), then the Executive’s employment under this Agreement shall automatically
terminate with effect from the date of the Event, and no payment in lieu of notice or in lieu
of the balance of a fixed term shall be due to him.




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	14.7	 	The Executive acknowledges the right of the Company to monitor and control the performance of
its employees and acknowledges the fiduciary obligations attaching to his position including
obligations to inform the Board forthwith upon his becoming aware that any of his colleagues
engaged in the business of any Group Company of which he is a director is intending or
contemplating the termination of his contract of employment with the Company of any other
company in the Group.
	 
	14.8	 	Without prejudice to any other provisions of this Agreement, the Executive may not (except in
the legitimate performance of his duties as an employee) at any time and specifically not on
the termination of his employment, delete, copy, forward to a third party or interfere in any
way with any Company information (including e-mails or documents relating to Company business)
held on a laptop or computer or other electronic device and any attempt to do so will be
regarded as gross misconduct.
	 
	15.	 	Garden Leave
	 
	15.1	 	At any time including after notice to terminate employment has been given by the Executive or
the Company, the Board may for all or part of the duration of the notice period in its
absolute discretion require the Executive:






	 	15.1.1	 	to perform only such duties (including without limitation research projects) as it
may allocate to the Executive;
	 
	 	15.1.2	 	not to perform any duties;
	 
	 	15.1.3	 	not to have any contact with clients/customers of the Company or any Group Company;
	 
	 	15.1.4	 	not to have any contact with such employees or suppliers of the Company or any Group
Company as the Board shall determine;
	 
	 	15.1.5	 	to disclose to the Board any attempted contact (other than purely social contact)
with him made by any client, employee or supplier with whom the Executive has been
required to have no contact pursuant to this sub-clause;
	 
	 	15.1.6	 	to take any accrued holiday entitlement;
	 
	 	15.1.7	 	not to enter any premises of the Company or any Group Company nor to visit the
premises of any of the Company’s or any Group Company’s suppliers or customers;
	 
	 	15.1.8	 	to resign as a director of the Company or from any other office held by him in the
Company or any other Group Company;






	 	 	provided always that throughout the period of any such action and subject to the other
provisions of this Agreement the Executive’s salary and contractual benefits shall not cease
to accrue or be paid (subject to Clause 15.3 below) and provided further that the period of
garden leave shall not be for a period exceeding six months in total.
	 
	15.2	 	The Executive acknowledges that such action as set out above taken on the part of the Company
shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive

have any claim against the Company in respect of any such action.




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	15.3	 	During any period of garden leave, the Executive shall owe a duty of the utmost good faith to
the Company and its Group Companies, must not work for any other person or on his own account
and shall remain readily contactable and available to work for the Company or any Group
Company. Should the Executive work for any other person or on his own account or fail to be
available for work at any time having been requested by the Company to do so or otherwise be
in breach of any of the provisions of this Agreement, the Executive’s right to salary and
contractual benefits in respect of such period of non compliance shall be forfeit
notwithstanding any other provision of this Agreement.






	16.	 	Restrictive Covenants






	16.1	 	The Executive will not for a period of six months (less any period during which the Executive
has been on garden leave) after the termination of his employment whether as principal or
agent, and whether alone or jointly with, or as a director, manager, partner, shareholder,
employee or consultant of any other person, directly or indirectly:






	 	16.1.1	 	solicit or canvass (or seek to canvass or solicit) any business, order or custom of
any Client of the Company. For the purposes of this clause, “Client” shall mean any
person, firm or entity who shall have advertised products or services in any of the
Company’s or Group Company’s publications or products and with whom the Executive has
had material dealings at any time in the six months prior to the termination of the his
employment. “Client” shall also include any prospective client, which shall mean any
potential advertiser in any of the Company’s or Group Company’s publications or
products with whom the Executive has had material dealings at any time in the last six
months before the termination of his employment and in relation to which there were
material prospects of obtaining business at the time his employment terminated;
	 
	 	16.1.2	 	perform services for or engage in any business that generates revenue principally
from the development, publication or sale of online advertisements for travel
companies.






	16.2	 	None of the restrictions contained in Clause 16.1 shall prohibit any activities by the
Executive which are not in direct or indirect competition with any on-line travel
advertisement business being carried on by the Company or by any Group Company at the date of
the termination of his employment.
	 
	16.3	 	Nothing in Clause 16.1 shall preclude the Executive from holding (directly or through
nominees) investments in the amount and of the type specified in Clause 11.3.
	 
	16.4	 	At no time after the termination of his employment shall the Executive directly or indirectly
represent himself as being interested in or employed by or in any way connected with the
Company or any Group Company, other than as a former employee of the Company.
	 
	16.5	 	The Executive acknowledges and agrees that he shall be obliged to draw the provisions of this
clause to the attention of any third party who may at any time before or after the termination
of the Executive’s employment offer to employ or engage the Executive and for whom or with
whom the Executive intends to work at any time during 12 months after the termination of his
employment.




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	16.6	 	The Executive agrees that, having regard to all the circumstances and having taken
independent legal advice, the restrictions contained in this clause are reasonable and
necessary for the protection of the Company and the Group Companies and that they do not bear
harshly upon him and the parties agree that:






	 	16.6.1	 	each restriction shall be read and construed independently of the other restrictions
so that if one or more are found to be void or unenforceable as an unreasonable
restraint of trade or for any other reason the remaining restrictions shall not be
affected; and
	 
	 	16.6.2	 	if any restriction is found to be void but would be valid and enforceable if some
part of it were deleted, that restriction shall apply with such deletion as may be
necessary to make it valid and enforceable.






	17.	 	Disciplinary and Grievance Procedure
	 
	 	 	The Executive is referred to Schedule 2 to this Agreement for the Company’s Disciplinary and
Grievance Procedure.
	 
	18.	 	Data Protection and Communications
	 
	18.1	 	The Executive consents to the Company or any Group Company holding and processing both
electronically and manually the data (including personal sensitive data and information
contained in e-mail and e-mail attachments) it collects, stores and/or processes, which
relates to the Executive for the purposes of the administration and management of its
business. It may also be necessary for the Company to forward such personal information to
other offices or any Group Company may have outside the European Economic Area (and, in
particular, to the United States) where such company has offices or storage for the processing
for administrative purposes and the Executive consents to the Company doing so as may be
necessary from time to time.
	 
	18.2	 	To ensure the protection of its workers, clients/customers and business, the Company reserves
the right to monitor, intercept, review and access the Executive’s telephone log, internet
usage, voicemail, e-mail and other communication facilities provided by the Company which he
may use during his employment with the Company. The Company will use this right of access
reasonably, but it is important that the Executive is aware that all communications and activities on the Company’s/any Group
Company’s equipment or premises cannot be presumed to be private.
	 
	19.	 	Notices
	 
	 	 	A notice may be given by any party hereto to any other party hereto either personally or by
sending it by prepaid first class post or airmail to his address stated in this Agreement or
to any other address supplied by him to the other parties hereto for the giving of notice to
him. A properly addressed and prepaid notice sent by post shall be deemed to have been
served at an address within the United Kingdom at the expiry of 48 hours after the notice is
posted and to have been served at an address outside the United Kingdom at the expiry of 72
hours after the notice is posted.




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	20.	 	Deductions
	 
	20.1	 	The Executive shall pay to the Company any sums owing by him to the Company upon demand by
the Company at any time (whether during the Executive’s employment by the Company or after the
termination Date).
	 
	20.2	 	For the purposes of the Act and otherwise, the Executive consents to the deduction from his
wages or from any other sums owed to the Executive by the Company of any sums owing by him to
the Company at any time.
	 
	20.3	 	This clause is without prejudice to the rights of the Company to recover any sums or balance
of sums owing by the Executive to the Company by legal proceedings.
	 
	21.	 	Former Contracts of Employment
	 
	 	 	This Agreement shall be in substitution for any previous contracts, whether by way of
letters of appointment, agreements or arrangements, whether written, oral or implied,
relating to the employment of the Executive (including all bonus arrangements), (whether by
Travelzoo USA or by the Company or any other Group Company) which shall be deemed to have
been terminated by mutual consent as from the date of this Agreement and the Executive
acknowledges to the Company for itself and on behalf of each Group Company that he has no
outstanding claims of any kind against the Company or any Group Company in respect of any
such contract.
	 
	22.	 	General
	 
	22.1	 	The Executive acknowledges that the provisions of Clauses 12, 13 and 16 constitute separate
undertakings given for the benefit of each Group Company and may be enforced by any of them.
	 
	22.2	 	The expiration or termination of this Agreement shall not prejudice any claim which either
party may have against the other in respect of any pre-existing breach of or contravention of
or non-compliance with any provision of this Agreement nor shall it prejudice the coming into
force or the continuance in force of any provision of this Agreement which is expressly or by
implication intended to or has the effect of coming into or continuing in force on or after
such expiration or termination.
	 
	22.3	 	This Agreement constitutes the written statement of the terms of employment of the Executive
provided in compliance with Part I of the Act.
	 
	22.4	 	Save as otherwise herein provided, there are no terms or conditions of employment relating to
hours of work or to normal working hours or to entitlement to holiday (including public
holidays) or holiday pay or to incapacity for work due to sickness or injury or to pensions or
pension schemes or to requirements to work abroad and no collective agreement has any effect
upon the Executive’s employment under this Agreement.
	 
	22.5	 	No term in this Agreement is enforceable under the Contracts (Rights of Third Parties) Act
1999 but this does not affect any right or remedy of a third party which exists or is
available apart from that Act.




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	23.	 	Choice of Law and Submission to Jurisdiction
	 
	23.1	 	This Agreement shall be governed by and interpreted in accordance with English law.
	 
	23.2	 	The parties submit to the exclusive jurisdiction of the English courts, but this Agreement
may be enforced by the Company in any court of competent jurisdiction.




IN WITNESS whereof this Agreement has been executed as a deed by the Executive the day and year
first written above.




	 	 	 	 	 	 	 
	Signed by Ralph Bartel for and

	 	 	)	 	 	 
	on behalf of the Company

	 	 	)	 	 	 
	 

	 	 	 	 	 	 


Director
	 
	 	 	 	 	 	 
	Executed and delivered as a Deed by

	 	 	)	 	 	 
	the Executive in the presence of

	 	 	)	 	 	 


	 



	 	 	 	 	 	 






Witness Signature



Witness name:



Witness address:




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Schedule 1




Quarterly Performance Bonus Plan



The Executive will be eligible to participate in a quarterly performance bonus plan which provides
up to £20,000 per calendar quarter. The performance bonus depends to the extent of which the
Company meets its business goals as determined by the Board of the Company and the Chief Financial
Officer of Travelzoo USA and the assessment of the Executive’s performance by the Chairman of the
Company. The calculation of the quarterly performance bonus will be based on the official budget
for the Company (to be approved by the Chairman of the Company and by the Chief Financial Officer
of Travelzoo USA), which will include quarterly targets for revenues, net income and subscribers,
and a quarterly assessment of the Executive’s performance by the Chairman of the Company, which
will focus on the Executive’s motivation and the quality of the UK Company’s publications and
products and advertiser base.



The following criteria will apply in relation to the quarterly performance bonus plan:




	 	 	 	 	 	 	 	 	 
	Criteria	 	Quarterly Bonus Payment
	Revenue goal as defined in official budget for
Travelzoo UK met?
	 	 	 	 	 	£	5,000	 
	Net income goal as defined in official budget for
Travelzoo UK met?
	 	 	 	 	 	£	5,000	 
	Subscriber goal as defined in official budget for
Travelzoo UK met?
	 	 	 	 	 	£	5,000	 
	Performance evaluation by the Chairman of the
Company
	 	 	 	Up to £	5,000	 
	Total
	 	 	 	Up to £	20,000	 





The quarterly bonus will be paid less statutory deductions, within 45 days after the end of the
quarter, on condition that the Executive is in employment on the relevant bonus payment date, or in
the case of the quarter covering May 15, 2008, he must be in employment on that date.



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.




Annual Bonus Plan



In addition, for (1) the period from May 16, 2005, to December 31, 2005; (2) the period from
January 1, 2006, to December 31, 2006; (3) the period from January 1, 2007, to December 31, 2007;
and (4) the period from January 1, 2008, to May 15, 2008 only under an Annual Bonus Plan, the
Executive will be eligible to receive a 15% profit share based on the Company’s pro forma operating
income (before expenses relating to the profit sharing plan and before taxes) generated from sales
and/or operations in the UK. The Annual Bonus will be calculated for the following four
periods: (1) the period from May 16, 2005, to December 31, 2005; (2) the period from January 1,
2006, to December 31, 2006; (3) the period from January 1, 2007, to December 31, 2007; and (4) the
period from January 1, 2008, to May 15, 2008. The Annual Bonus will be




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determined within 30 days
after the end of each period by the Chief Financial Officer of Travelzoo USA and the Company’s
Chairman and is payable within 60 days after the end of the respective period.



The profit share under the Annual Bonus Plan is capped at £667,000 in the year 2005, £1,000,000 in
each of the years 2006 and 2007, and £333,000 in the year 2008. In order to be eligible for the
Annual Bonus Plan for any of the four periods as defined above, the Executive must be employed by
the Company on the last day of the respective period. The profit share under the Annual Bonus
Plan will be paid less statutory deductions.



For the avoidance of doubt the Annual Bonus Plan will only apply to the following four periods
during the Executive’s employment: (1) the period from May 16, 2005, to December 31, 2005; (2) the
period from January 1, 2006, to December 31, 2006; (3) the period from January 1, 2007, to December
31, 2007; and (4) the period from January 1, 2008, to May 15, 2008. No Annual Bonus will be paid
for any periods after May 15, 2008.




Executive Bonus Plan of Travelzoo USA



As a member of Travelzoo USA’s Executive Team, the Executive will also participate in the current
Executive Bonus Plan of Travelzoo USA, subject to the terms of the Executive Bonus Plan and
continuation of that plan. Travelzoo USA reserves the right to amend or withdraw the Executive
Bonus Plan at any time.



Any bonus payable under the Executive Bonus Plan will be paid, less statutory deductions, within 45
days after the end of the calendar quarter.




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Schedule 2




Procedures in relation to

Dismissal/Disciplinary Action



In relation to any proposed dismissal or disciplinary action, the Company will observe the standard
or modified dismissal and disciplinary procedure, as may be required in the relevant case. These
procedures are set out below:



Standard Dismissal and Disciplinary Procedure



Step 1: Statement of grounds for action and invitation to meeting





	•	 	The Company will set out in writing your alleged conduct or
characteristics, or other circumstances, which led it to
contemplate dismissing or taking disciplinary action against you.
	 
	•	 	The Company will send the statement or a copy of it to you and
invite you to attend a meeting to discuss the matter.




Step 2: Meeting





	•	 	The meeting will take place before action is taken, except in the
case where the disciplinary action consists of suspension.
	 
	•	 	The meeting will not take place unless:






	 	(a)	 	the Company has informed you what the basis was for including in the statement
under Step 1 the ground or grounds given in it; and
	 
	 	(b)	 	you have had a reasonable opportunity to consider your response to that
information.






	•	 	You must take all reasonable steps to attend the meeting.
	 
	•	 	After the meeting, the Company will inform you of its decision and notify you of the right to appeal against the
decision if you are not satisfied with it.
	 
	•	 	You have the right to be accompanied at the meeting by a work colleague or a trade union representative.




Step 3: Appeal





	•	 	If you wish to appeal, you must inform the Company in writing.
	 
	•	 	If you inform the Company of your wish to appeal, the Company will invite you to attend a further meeting.
	 
	•	 	You must take all reasonable steps to attend the meeting.




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	•	 	The appeal meeting need not take place before the dismissal or disciplinary action takes effect.
	 
	•	 	After the appeal meeting, the Company will inform you of its final decision.
	 
	•	 	Where reasonably practicable, the appeal should be dealt with by a more senior manager than attended the first meeting
(unless the most senior manager attended that meeting).
	 
	•	 	You have the right to be accompanied at the meeting by a work colleague or a trade union representative.




Modified Dismissal and Disciplinary Procedure



Step 1: Statement of grounds for action 





	•	 	The Company will set out in writing — (i) your alleged misconduct which has led to the dismissal (ii) the reasons for
thinking at the time of the dismissal that you were guilty of the alleged misconduct and (iii) your right to appeal
against dismissal.
	 
	•	 	The Company will send the statement, or a copy of it, to you.




Step 2: Appeal





	•	 	If you wish to appeal, you must inform the Company.
	 
	•	 	If you inform the Company of your wish to appeal, the Company will invite you to attend a meeting.
	 
	•	 	You must take all reasonable steps to attend the meeting.
	 
	•	 	After the appeal meeting, the Company will inform you of its final decision.
	 
	•	 	Where reasonably practicable, the appeal should be dealt with by a more senior manager not involved in the earlier
decision to dismiss.
	 
	•	 	You have the right to be accompanied at the appeal meeting by a work colleague or a trade union representative.




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Grievance Procedure



Step 1: statement of grievance





	•	 	You must set out the grievance in writing and send the statement or a copy of it to the Company.




Step 2: meeting




	•	 	The Company must invite you to attend a meeting to discuss the grievance.
	 
	•	 	The meeting must not take place unless:






	 	(a)	 	you have informed the Company what the basis for the grievance was when you made
the statement under Step 1 above; and
	 
	 	(b)	 	the Company has had a reasonable opportunity to consider its response to that
information.






	•	 	You must take all reasonable steps to attend the meeting.
	 
	•	 	After the meeting, the Company must inform you of its decision as to its response to the grievance and notify you of
the right to appeal against the decision if you are not satisfied with it.
	 
	•	 	You have the right to be accompanied at the meeting by a work colleague or a trade union representative.






	Step 3: appeal	 	 






	•	 	If you do wish to appeal, you must inform the Company.
	 
	•	 	If you inform the Company of your wish to appeal, the Company must invite you to attend a further meeting.
	 
	•	 	You must take all reasonable steps to attend the meeting.
	 
	•	 	After the appeal meeting, the Company must inform you of its final decision.
	 
	•	 	Where reasonably practicable, the appeal should be dealt with by a more senior manager than attended the first meeting
(unless the most senior manager attended that meeting).
	 
	•	 	You have the right to be accompanied at the meeting by a work colleague or a trade union representative.




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Modified Grievance Procedure



Step 1: statement of grievance





	•	 	You must:






	 	(a)	 	set out in writing — (i) the grievance, and (ii) the basis for it, and
	 
	 	(b)	 	send the statement, or a copy of it, to the Company.




Step 2: response





	•	 	The Company must set out its response in writing and send the statement or a copy of it to
you.






19