his acceptance of the option herein
granted and of the terms hereof, all as of the date hereof.
TRAVELZOO INC.
By:
Title:
Christopher Loughlin
4
EXHIBIT B
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release is entered into by and between
______________________ ("Employee") and Travelzoo Inc. ("Employer")
(collectively referred to herein as "the Parties").
RECITALS
A.
EMPLOYEE IS EMPLOYED BY EMPLOYER IN THE POSITION OF
______________________ PURSUANT TO A WRITTEN EMPLOYMENT AGREEMENT DATED
_________________ (THE "EMPLOYMENT AGREEMENT").
B.
PURSUANT TO THE PROVISIONS OF THE EMPLOYMENT AGREEMENT, EMPLOYER WAS
NOTIFIED ON _________________ THAT EMPLOYEE'S EMPLOYMENT WITH EMPLOYER WILL
TERMINATE AS OF _________________ (THE "TERMINATION DATE").
EMPLOYEE SHALL
RECEIVE HIS WAGES AND ANY UNUSED VACATION TIME ACCRUED THROUGH
__________________, LESS DEDUCTIONS REQUIRED BY LAW, IN ACCORDANCE WITH
EMPLOYER'S CUSTOMARY PAYROLL PRACTICES.
C.
IN CONSIDERATION OF EMPLOYEE'S SERVICE AND TO ASSIST HIM IN THE
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:
AGREEMENTS
1.
SEVERANCE PAYMENT.
SUBJECT TO EMPLOYEE'S EXECUTION OF THIS
AGREEMENT, EMPLOYER WILL PAY EMPLOYEE A LUMP SUM SEVERANCE PAYMENT IN THE GROSS
AMOUNT OF $____________ OR [
] MONTHS SALARY, LESS APPLICABLE TAXES AND
WITHHOLDINGS, ON THE NEXT PROCEEDING PAYROLL DATE FOLLOWING THE REVOCATION
PERIOD SET FORTH IN SECTION 17 OF THIS AGREEMENT, IN ACCORDANCE WITH EMPLOYER'S
CUSTOMARY PAYROLL PRACTICES.
EMPLOYEE ACKNOWLEDGES THAT SUCH PAYMENT IS MORE
THAN EMPLOYER IS REQUIRED TO PAY UNDER ITS NORMAL POLICIES AND PROCEDURES AND
ITS CONTRACTUAL ARRANGEMENTS WITH EMPLOYEE.
2.
UNEMPLOYMENT BENEFITS.
EMPLOYER WILL NOT CONTEST EMPLOYEE'S
ELIGIBILITY FOR UNEMPLOYMENT BENEFITS.
3.
NON‐DISPARAGEMENT.
EMPLOYEE AGREES THAT SHE 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
EMPLOYER OR EMPLOYER'S BUSINESS, SENIOR EXECUTIVES OR OFFICERS, WHETHER SUCH
INFORMATION IS ACQUIRED DURING OR AFTER HIS EMPLOYMENT WITH
1
EMPLOYER.
IN ADDITION, EMPLOYEE AGREES THAT SHE WILL NOT MAKE ANY REMARKS WHICH
MAY DAMAGE OR DISCREDIT THE REPUTATION OF EMPLOYER'S PRODUCTS, OR OTHERWISE
ADVERSELY AFFECT THE GOODWILL OF ITS BUSINESS, OR BE HARMFUL TO ITS BUSINESS
RELATIONSHIPS.
4.
GENERAL RELEASE.
SUBJECT ONLY TO SECTION 6 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