TZOO-EX-10.21






SEPARATION AGREEMENT AND GENERAL RELEASE






This Separation Agreement  and General Release is entered into by and between Mark Webb ("Employee") and Travelzoo Local Inc., a subsidiary of Travelzoo Inc. ("Employer") (collectively referred to herein as "the Parties").


I. RECITALS


1.1.     Employee  is employed  by Employer  in the position  of President, Local Deals pursuant to a written employment agreement dated January 1, 2013 (the "Employment Agreement").


1.2.     Pursuant to the provisions of the Employment Agreement, Employee was notified on April 7, 2014 that employment with Employer will terminate. Employee will remain available for any questions which the Company may have in relation to any clients and would of course remain subject to his obligations to Travelzoo through May 1, 2014 (the "Termination  Date"). Employee  shall  receive  Employee's  wages  and  any  unused vacation  time  the "Termination Date",  less  deductions  required  by  law,  in  accordance  with  Employer's   customary  payroll practices. Employee cannot work or provide services to any other person or for himself prior to the Termination  Date.


1.3.    In consideration of Employee's service and to assist in his transition to new employment, Employer is hereby offering Employee severance pay, subject to the terms and conditions set forth below.


ACCORDINGLY, in consideration of the terms, conditions and agreements set forth below, Employer and Employee agree as follows:


II. AGREEMENTS


2.1.      Severance  Payment.     Subject  to  Employee's   execution   of  this  Agreement, Employer will pay Employee $210,000, less applicable taxes and withholdings ("Severance Payment") to be paid in lump sum, following the Revocation Period set forth in Section 2.18 of this Agreement, in accordance with Employer's  customary payroll practices.


2.2       Benefits.   Employer will pay the Employer portion of Employee's  group health insurance through November 30, 2014. Employer will not contest Employee's eligibility for unemployment benefits after the Termination Date.


2.3       Non-Disparagement.      Employee   and  Employer   agrees  that  Employee   and Employer will not directly or indirectly, publish or disseminate to the media or any individual or entity information that is critical, derogatory or otherwise intended to disparage Employee and/or Employer or Employer's business, senior executives  or officers,  whether such information is













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acquired during or after Employee's  employment with Employer.  In addition, Employee and Employer agrees that Employee and Employer will not make any remarks which may damage or discredit the reputation of Employee and the reputation of Employer's  products, or otherwise adversely affect the goodwill of its business, or be harmful to its business relationships.


Notwithstanding  the  foregoing,  nothing  herein  or  elsewhere  shall  prevent  either  party  from making disclosures or truthful statements required by law or by court, arbitrator, governmental body or other person with apparent authority to require such disclosures or statements.


Employer agrees that in response to all employment reference checks concerning Employee, Employer will confirm the dates of employment, title, and rate of pay of Employee and provide no additional information with regard to employee references, in accordance with Employer's policy.


2.4       General Release.  Subject only to Claims Not Affected by Release and except for the  rights  and  benefits   specifically   provided  in  this  Agreement,  Employee   releases  and discharges Employer, and each of its respective past, present and future shareholders, officers, directors, employees, agents, insurers, attorneys and parent, affiliated or related entities, and their respective successors and assigns ("Released Parties"), from all claims, demands, actions, rights, damages,  costs,  losses,  expenses,  compensation  and  other  legal  responsibilities,  known  or unknown, of any kind, which Employee may own or hold against any of the Released Parties at any time through the effective date of this Agreement.   The rights and claims released by this Agreement include, but are not limited to, all claims of whatever kind or nature that may exist relating to, arising out of or in connection with Employee's  employment  or the termination of such employment,  whether  such  claims  are  presently  known  or  are  hereafter  discovered  or whether they are foreseen or unforeseen as of the date hereof.  This release applies, without limitation, to any and all claims for employment discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination  in Employment Act (including the Older  Worker Benefit Protection  Act); the Fair Labor  Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act; the Sarbanes-Oxley Act, the Americans with Disabilities Act of 1990, the New York Human Rights Law, the New York City Human Rights Laws, the New York Aids Testing Confidentiality Act, the New York Equal Pay Law, the New York Persons With Disabilities Law, Civil Rights Law, the New York Genetic Testing Confidentiality Law, the New York Nondiscrimination Against Genetic Disorders Law, the New York Smokers Rights Law, the New York Equal Rights Law, the New York Discrimination by Employment Agencies Law, the New York Bone Marrow Leave Law, the New York Adoptive Parents Child Care Leave Law, the New York Cancer Victim Bias Law, Article 1, Section 11 of the New York State Constitution; N.Y. Workers' Compensation Law, or any other state, federal or local statute  or  regulation  applicable  to Employer,  including  any  claim for  intentional  or negligent infliction of emotional distress, physical injury, violation of any public policy, breach of  any  implied  or  express  contract,  any  claim  for  stock  options,  any  claim  for  wrongful termination, fraud, intentional or negligent misrepresentation, and all other legal and equitable causes of action whatsoever  and all remedies for such claims.  The release of claims made by Employee in this Agreement does not apply to claims that arise after the date this Agreement is executed.  Employee certifies that as of the date of this Release, he has reported all accidents, injuries or illnesses relating to or arising from her employment with the Employer.



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The release of claims made  by Employee in this Agreement does not apply to (a) claims that arise after the date this Agreement is executed, (b) any rights or claims for indemnification Employee may have pursuant to any written indemnification agreement  with the Employer to which he is a party, the charter, bylaws or other governing documents of the Company, or under applicable law, or under directors and officers liability, errors and omissions or other insurance policies including any run-off endorsement relating thereto, or otherwise.


2.5       Unknown Claims.  Employee understands that the release set forth above includes claims which Employee knows about and those Employee may not know about.


2.6       Claims Not Affected by Release.  This Release does not affect Employee's  right to apply for continuation or conversion of insurance coverage to the extent that the Employer's insurance plans or applicable  law provide for such continuation or conversion, or to any claim for disability  or  unemployment  compensation  to  which Employee  is entitled  by  law.   This Release does not waive any rights or claims Employee may have under the Age Discrimination in Employment Act which arise after the date Employee signs this Agreement.


2.7       Agreement Not To Sue and Warranty.   Employee promises that he has not and will not file any suit, charge, complaint, grievance, action or other proceeding with any federal, state or local agency, court, organization, judicial forum or other tribunal asserting any claim that is released in Section 2.4 above, and warrants that he has not assigned to any other person or entity the right to file any claims that are released in Section 2.4 above, nor will he permit any person, group of persons, or organization to take such action on her behalf.


2.8       Non-Admissions.      It is  understood  that   by  offering  or  entering  into  this Agreement,  neither   Employee   nor  Employer   has   admitted   any   liability   or  wrongdoing whatsoever.   No  final  findings  or  final  judgments  have been  made and  Employee does not purport and will not claim to be prevailing party, to any degree or extent, nor will this Agreement or its terms be admissible in any proceeding other than a proceeding for breach of the terms contained herein.


2.9       Return  of Property.   Employee  promises to return all of Employer's  property, including all work in progress, files, photographs, notes, records, credit cards, keys, access cards, computer,  and  other  company  or  customer  documents,  products  or  property  which  he  has received in the course of his employment, or which reflect in any way any confidential or proprietary information of Employer.


2.10     Prior  Agreements.     Nothing  in  this  Agreement  shall  be  deemed  to  relieve Employee of any of Employee's obligations and covenants as set forth in Sections 5, 6 and 11 of the Employment Agreement.


2.11     Confidentiality of Severance Offer and Benefits.  Except to the extent required by law (e.g., to submit a tax return or compliance with a lawful subpoena), Employee warrants that he has not disclosed, and promises that he will not disclose, the offer or payment of severance benefits  for  any  reason  to  any  person  other  than  members  of  his  immediate  family  and professional representatives, who shall be informed of and bound by the same promise of confidentiality.


2.12     Consequences  of  Violation  of  Agreement.    If  either  party  violates  his or  its promises in this Agreement, the other party shall be entitled to recover, in addition to any other damages or remedies, such party's attorneys' fees and costs in defending against the claim or enforcing the terms of this Agreement.



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2.13     Reemployment  or  Reinstatement.    Employee hereby  waives  any  right  to  and agrees not to apply or reapply for employment and agrees that Employer has no obligation, contractual or otherwise, to rehire, reemploy or recall his in the future.   The existence of this Agreement shall be a valid, non-discriminatory basis for rejecting any such application or, in the event Employee obtains such employment, to terminate such employment.


2.14     Entire Agreement.   This Agreement sets forth all agreements and understandings between  Employee  and  Employer  and  supersedes  any  prior  agreements,  understandings  or promises  between  them,  except  for  Sections  5,  6  and  II of  the  Employment  Agreement. Employee acknowledges that he has not relied on any inducements that are not set forth herein.


2.15     Governing   Law.     This  Agreement  shall  be  governed  by  and  construed  in accordance with the laws of the State of New York.


2.16     Severability.     If  any  term,  provision,  or  portion  of  this  Agreement  is  held unenforceable by any tribunal, it shall be deemed automatically adjusted to the extent necessary to conform to the requirements for validity as declared at such time and, as adjusted, shall be deemed a provision of this Agreement as if originally included herein.   In the event that an invalidated provision is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as if it had never been included herein.  In either case, the remaining provisions shall remain in full force and effect.


2.17     Consultation with Attorney. Employee acknowledges that he has been advised by and consulted her attorney, that he has had a reasonable period of time in which to consider the terms of this Agreement, and he has specifically consulted (or has the opportunity to consult) his attorneys regarding this Release and all of its terms.   Employee specifically acknowledges that he was counseled by a representative of Employer to seek the advice of counsel concerning this Agreement and its meaning and effect.


2.18     Time for Consideration and Employee's Right to Review Agreement.


a.         Review Period.   Employee has been given a period of sixty (60) days to consider whether to sign this Agreement.  Employee can use as much or little of this period as Employee chooses.  Employee has freely elected to execute this Agreement on the date set forth below.    Employee  hereby  acknowledges  that  Employee's  execution  of  this  Agreement  and release is made knowingly and that Employee has been advised of and afforded the proper time for consideration and revocation of this Agreement and Release.


a.         Attorney  Advice.    Employee  has  been  advised  of  the  opportunity  to consult with an attorney before execution of this Agreement.


b.         Revocation Period.  This Agreement may be revoked for a period of seven (7) days after Employee signs it.  Revocation must be made to Gretchen Johnson, SVP Human Resources by fax at (212) 484-4944 or by email at gjohnson@travelzoo.com.  For the revocation to be effective, written notice must be received no later than the close of business on the seventh calendar day after Employee signs this Agreement.  If Employee revokes this Agreement, it shall not be effective in any respect and Employer shall have no obligation to provide the Severance Payment referred to in Section 2.1.  If Employee does not revoke this Agreement in accordance with this subsection c., it shall be enforceable and irrevocable except by mutual agreement of the parties hereto, executed in writing.



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c.     Eligibility Criteria.   All employees of Travelzoo Local Inc. employed in
New York whose employment  is being terminated as part of a reduction  in force on April 7,
2014 are eligible for the Severance Payment in Section 2.1.


d.         List of Participants.   The Attachment  to this  Agreement  contains a list organized  by (i)  job  title,  and  (ii)  age  as  of  April  7,  2014  of  all  employees  employed  by Travelzoo Local Inc. in New York whose positions are or are not being eliminated as the result of the reduction in force.


EMPLOYEE  ACKNOWLEDGES   THAT  HE  HAS  HAD  AN  ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEMENT AND ALL OF ITS TERMS AND IS ENTERING INTO IT VOLUNTARILY ON THE DATE SHOWN BELOW HIS NAME. HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS INCLUDING THE FULL AND FINAL RELEASE OF CLAIMS SET FORTH ABOVE.    HE FURTHER  ACKNOWLEDGES THAT HE HAS VOLUNTARILY ENTERED   INTO   THIS  AGREEMENT,   THAT  HIS  AGREEMENT   IS  NOT  THE RESULT  OF  ANY  FRAUD,  DURESS,  COERCION,  PRESSURE  OR  UNDUE INFLUENCE EXERCISED BY OR ON BEHALF OF EMPLOYER, THAT HE HAS NOT RELIED UPON ANY  REPRESENTATION  OR STATEMENT,  WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT, AND THAT HE HAS HAD THIS AGREEMENT REVIEWED  BY HIS ATTORNEY AND HIS TAX ADVISOR, OR HAS BEEN GIVEN THE OPPORTUNITY BY EMPLOYER TO DO SO.

































































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TRAVELZOO INC.    


 __________________________    By: __________________________
 Mark Webb
 __________________________            Print Name: ________________________    
Date Signed                        
Title: ________________________ 


 __________________________   
                                                       Date Signed            




    

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