STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING
It is contemplated that the next annual meeting of stockholders will be held on or about May 20, 2021. Stockholders may submit proposals on matters appropriate for stockholder action at annual meetings in accordance with the rules and regulations adopted by the SEC. For a stockholder proposal to be included in the Company's proxy statement and identified in its form of proxy in connection with the Company's annual meeting of stockholders, it must be received by the Company at least 120 calendar days prior to the one-year anniversary of the date that the Company's proxy statement was released to the stockholders in connection with the previous year's annual meeting. As a result, stockholder proposals submitted for consideration at the 2021 annual meeting must be received no later than December 16, 2020, to be included in the 2021 proxy materials. Rule 14a-8 of the Exchange Act provides additional information regarding the content and the procedures applicable to the submission of stockholder proposals to be included in the Company's proxy materials for its next Annual Meeting.
If a stockholder wishes to present a proposal at Travelzoo's 2021 Annual Meeting or to nominate one or more directors and the proposal is not intended to be included in Travelzoo's proxy statement relating to that meeting, the stockholder shall give advance written notice to Travelzoo no earlier than December 16, 2020 and not later than March 4, 2021. These requirements are separate from and in addition to the requirements a stockholder must meet to have a proposal included in our proxy statement.
Any such notice must be delivered or mailed to our Corporate Secretary, at Travelzoo, 590 Madison Avenue, 35th Floor, New York, NY 10022.
HOUSEHOLDING
We have adopted a procedure approved by the SEC called "householding." Under this procedure, a householding notice will be sent to stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials, and they will receive only one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to not participate in householding and continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who participates in householding will continue to receive a separate proxy card.
The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement and annual report to any stockholder participating in householding. Stockholders who share an address with other stockholders and are eligible for householding, but currently receive multiple copies of our annual reports and proxy statements, or who have multiple accounts in their names, can authorize us to discontinue mailings of multiple annual reports and proxy statements. Requests for additional copies, or requests for a single copy to be delivered to a shared address should be directed to Investor Relations, Travelzoo, 590 Madison Avenue, 35th Floor, New York, New York 10022 or by telephone at (212) 484-4900.
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RALPH BARTEL
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Chairman of the Board
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590 Madison Avenue, 35th Floor
New York, NY 10022
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TRAVELZOO
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ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lisa Su as his/her Proxy, with full power of substitution, to represent him/her at the Annual Meeting of Stockholders of Travelzoo (the "Company") on May 29, 2020, or any adjournments or postponements thereof. If you do not indicate how you wish to vote, the proxy card will be voted for Proposal 1, for the election of all nominees to the Board of Directors, for Proposal 2, for Proposal 3, Proposal 4, for Proposal 5 and as the Proxy may determine, in his discretion, with regard to any other matter properly presented at the meeting, or any adjournments or postponements thereof.
This proxy, when properly executed, will be voted as directed by the stockholder.
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(Continued, and to be marked, dated and signed, on the other side)
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TRAVELZOO
Mailing Instructions
If you receive this proxy card via mail, please date and sign it, and return it in the postage paid envelope provided.
If you receive this proxy card via e-mail, please print the proxy card, date and sign it, and return it to:
Broadridge Financial Solutions, Inc.
51 Mercedes Way,
Edgewood, NY 11717
U.S.A.
This proxy card is only valid only when signed and dated.
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The Board of Directors recommends a vote FOR all the listed nominees under Proposal 1
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1. ELECTION OF DIRECTORS
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For All
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Withhold All
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For All Except
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To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number (s) of the nominee (s) on the line below.
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Nominees
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01 Ralph Bartel 02 Christina Ciocca 03 Carrie Liqun Liu 04 Mary Reilly 05 Beatrice Tarka
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The Board of Directors recommends you vote FOR Proposals 2, 3 4 and 5:
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For
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Abstain
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2. VOTE TO APPROVE OPTION GRANT TO CHAIRMAN
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3. VOTE TO APPROVE OPTION GRANTS TO KEY EMPLOYEES
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4. VOTE TO APPROVE OPTION GRANT INCREASES AND REPRICING
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5. NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Please sign exactly as name (s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Join owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
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Signature (Please sign within box)
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Date
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Signature (Joint Owners)
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Appendix A
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Ralph Bartel ("Optionee").
WHEREAS, the Company desires to grant Optionee certain options pursuant to the terms hereof to induce Optionee to remain as Chairman of the Company;
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (the “Board”), the Company grants, effective March 30, 2020 (“Date of Grant”) to Optionee the option to purchase all or any part of Eight Hundred Thousand (800,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest quarterly over a period of two (2) years as set forth in the table below, at the purchase price of $3.49 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to June 30, 2020. Subject to the terms of this Agreement, the 800,000 stock options shall vest in eight (8) quarterly installments, beginning on April 1, 2020, as follows:
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Vesting Date
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Percentage of Stock Options Vesting
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On June 30, 2020
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12.5%
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On September 30, 2020
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12.5%
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On December 31, 2020
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12.5%
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On March 31, 2021
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12.5%
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On June 30, 2021
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12.5%
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On September 30, 2021
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12.5%
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On December 31, 2021
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12.5%
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On March 31, 2022
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12.5%
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On or after March 31, 2022, during the term hereof, Optionee will become entitled to purchase the entire number of shares (800,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised prior to obtaining shareholder approval and may be unwound and the outstanding options cancelled, if shareholder approval is not obtained. The option may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
5. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
6. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
7. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time. Nothing contained in this Agreement shall be considered or construed as requiring Optionee to provide future services to the Company while physically located in the United States.
8. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
9. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
10. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
11. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
12. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
13. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
14. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
15. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Christina Sindoni Ciocca
Title: Director and General Counsel
OPTIONEE:
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Appendix B-1
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Christian Smart ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of October 11, 2012, as amended, by and between Optionee and Travelzoo (Europe) Limited, a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
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Vesting Date
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Percentage of Stock Options Vesting
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On September 5, 2020
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25%
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On September 5, 2021
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25%
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On September 5, 2022
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25%
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On September 5, 2023
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25%
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On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: Christian Smart
Title: General Manager, Germany
Date:
Appendix B-2
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and James Clarke ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, as amended, by and between Optionee and Travelzoo (Europe) Limited, a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
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Vesting Date
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Percentage of Stock Options Vesting
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On September 5, 2020
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25%
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On September 5, 2021
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25%
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On September 5, 2022
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25%
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On September 5, 2023
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25%
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On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: James Clarke
Title: General Manager, UK
Date:
Appendix B-3
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Lara Barlow ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of June 8, 2009, as amended, by and between Optionee and Travelzoo (Canada) Inc., a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On September 5, 2020
|
25%
|
On September 5, 2021
|
25%
|
On September 5, 2022
|
25%
|
On September 5, 2023
|
25%
|
On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: Lara Barlow
Title: General Manager, Canada
Date:
Appendix B-4
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Nancy Faure ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of June 29, 2018, as amended, by and between Optionee and Travelzoo (Europe) Limited, a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On September 5, 2020
|
25%
|
On September 5, 2021
|
25%
|
On September 5, 2022
|
25%
|
On September 5, 2023
|
25%
|
On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: Nancy Faure
Title: General Manager, France
Date:
Appendix B-5
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Stephan Keschelis ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of November 21, 2018, as amended, by and between Optionee and Travelzoo (Europe) Limited, a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On September 5, 2020
|
25%
|
On September 5, 2021
|
25%
|
On September 5, 2022
|
25%
|
On September 5, 2023
|
25%
|
On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: Stephan Keschelis
Title: General Manager, Spain
Date:
Appendix B-6
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Sonja Haas ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of November 23, 2017, as amended, by and between Optionee and Travelzoo (Europe) Limited, a subsidiary of the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Fifty Thousand (50,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to September 5, 2020. Subject to the terms of this Agreement, the 50,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On September 5, 2020
|
25%
|
On September 5, 2021
|
25%
|
On September 5, 2022
|
25%
|
On September 5, 2023
|
25%
|
On or after September 5, 2023, during the term hereof, Optionee will become entitled to purchase the entire number of shares (50,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
Date: September 5, 2019
OPTIONEE:
By: _____________________________
Name: Sonja Haas
Title: Global Head of Human Resources
Date:
Appendix C
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Lisa Su ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, as amended, by and between Optionee and the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (the “Board”), the Company grants, effective March 30, 2020 (“Date of Grant”) to Optionee the option to purchase all or any part of One Hundred Thousand (100,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $3.49 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to March 30, 2021. Subject to the terms of this Agreement, the 100,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On March 30, 2021
|
25%
|
On March 30, 2022
|
25%
|
On March 30, 2023
|
25%
|
On March 30, 2024
|
25%
|
On or after March 30, 2024, during the term hereof, Optionee will become entitled to purchase the entire number of shares (100,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised prior to obtaining shareholder approval and may be unwound and the outstanding options cancelled, if shareholder approval is not obtained. The option may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Lisa Su
Title: Chief Accounting Officer
Appendix D
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Christina Sindoni Ciocca ("Optionee").
WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, as amended, by and between Optionee and the Company (“Employment Agreement”); and
WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (the “Board”), the Company grants, effective March 30, 2020 (“Date of Grant”) to Optionee the option to purchase all or any part of One Hundred Thousand (100,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest annually over a period of four (4) years as set forth in the table below, at the purchase price of $3.49 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to March 30, 2021. Subject to the terms of this Agreement, the 100,000 stock options shall vest annually as follows:
|
|
|
Vesting Date
|
Percentage of Stock Options Vesting
|
On March 30, 2021
|
25%
|
On March 30, 2022
|
25%
|
On March 30, 2023
|
25%
|
On March 30, 2024
|
25%
|
On or after March 30, 2024, during the term hereof, Optionee will become entitled to purchase the entire number of shares (100,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised prior to obtaining shareholder approval and may be unwound and the outstanding options cancelled, if shareholder approval is not obtained. The option may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, by delivering to the Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) (a) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (b) payment of the full amount of the purchase price of the shares with respect to which the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery and the date of exercise shall be the date the written notice is actually received by the Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a shareholder shall exist with respect to the Common Stock under this option as a result of the mere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.
7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.
8. No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.
9. Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this option, the Company may require Optionee to make any representations and warranty to the Company as may be required by any applicable law or regulation.
10. Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof.
11. Withholding upon Exercise. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option.
12. Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.
13. Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement.
14. Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement.
15. Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.
16. Governing Law. To the extent that Federal laws do not otherwise control, all determinations made, or actions taken pursuant hereto shall be governed by the laws of the state of New York, without regard to the conflict of laws rules thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Christina Sindoni Ciocca
Title: Director and General Counsel
Appendix E-1
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Holger Bartel ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 400,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 28, 2015, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $8.07 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 28, 2015, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
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3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Four Hundred Thousand (400,000) shares of Common Stock (Eight Hundred Thousand (800,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest quarterly following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
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4.
|
Optionee acknowledges and agrees that no vested Options granted pursuant to the Agreement can be exercised at the Exercise Price and no additional Options granted pursuant to the Grant Increase can be exercised, in each case, prior to obtaining shareholder approval for this Amendment and that this Amendment can be unwound and the Repricing and Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
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5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Christina Sindoni Ciocca
Title: Director and General Counsel
OPTIONEE:
By: _____________________________
Name: Holger Bartel
Title: Global Chief Executive Officer
Appendix E-2
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Holger Bartel ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 400,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated October 30, 2017, by and between the Company and Optionee (the “Agreement”);
WHEREAS, Optionee exercised 250,000 Options on March 31, 2019;
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the unexercised Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
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|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $6.95 per share under the unexercised Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on October 30, 2017, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
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|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional One Hundred Fifty Thousand (150,000) shares of Common Stock (Three Hundred Thousand (300,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest quarterly following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
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4.
|
Optionee acknowledges and agrees that once shareholder approval has been obtained the Repricing would apply only to unexercised Options and would have no effect on any Options that have been previously exercised.
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5.
|
Optionee acknowledges and agrees that no vested Options granted pursuant to the Agreement can be exercised at the Exercise Price and no additional Options granted pursuant to the Grant Increase can be exercised, in each case, prior to obtaining shareholder approval for this Amendment and that this Amendment can be unwound and the Repricing and Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
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|
6.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Christina Sindoni Ciocca
Title: Director and General Counsel
OPTIONEE:
By: _____________________________
Name: Holger Bartel
Title: Global Chief Executive Officer
Appendix E-3
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Holger Bartel ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 400,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Four Hundred Thousand (400,000) shares of Common Stock (Eight Hundred Thousand (800,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest quarterly following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Christina Sindoni Ciocca
Title: Director and General Counsel
OPTIONEE:
By: _____________________________
Name: Holger Bartel
Title: Global Chief Executive Officer
Appendix F-1
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Christian Smart ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendments described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Christian Smart
Title: General Manager, Germany
Appendix F-2
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and James Clarke ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: James Clarke
Title: General Manager, U.K.
Appendix F-3
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Lara Barlow ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Lara Barlow
Title: General Manager, U.S.
Appendix F-4
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Nancy Faure ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Nancy Faure
Title: General Manager, France
Appendix F-5
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Stephan Keschelis ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Stephan Keschelis
Title: General Manager, Spain
Appendix F-6
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”) is made this day of March 30, 2020, by and between Travelzoo, a Delaware corporation (the "Company") and Sonja Haas ("Optionee").
WHEREAS, the Company granted to Optionee options (the “Options”) to purchase 50,000 shares of common stock of the Company, par value of $0.01 each (“Common Stock”), pursuant to a Non-Qualified Stock Option Agreement, dated September 5, 2019, by and between the Company and Optionee (the “Agreement”);
WHEREAS, the Company has determined that it would be in the best interests of the Company, its stockholders and the Optionee to amend the Agreement to reflect a re-pricing of the exercise price of the Options to the fair market value of the Common Stock determined as the official NASDAQ closing share price on the date hereof and to reflect an increase in the number of the Options granted pursuant to the Option Agreement, in each case, subject to shareholder approval;
WHEREAS, the Company and the Optionee desire to amend the Agreement to reflect the amendment described above; and
WHEREAS, the Agreement may be amended by a written agreement duly executed by a duly authorized representative of the Company and Optionee.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Optionee, intending to be legally bound, hereby amend the Agreement as follows:
|
|
1.
|
Any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.
|
|
|
2.
|
Pursuant to action of the Board, the purchase price of $10.79 per share under the Options, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on September 5, 2019, shall be replaced with the purchase price of $3.49 per share (the “Exercise Price”), which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on March 30, 2020 (the “Repricing”); provided, that such Repricing shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
3.
|
Pursuant to action of the Board, the Optionee shall have the right to purchase an additional Fifty Thousand (50,000) shares of Common Stock (One Hundred Thousand (100,000) shares of Common Stock in the aggregate) pursuant to the Agreement, to vest annually following the same schedule as set forth in the Agreement (the “Grant Increase”); provided, that such Grant Increase shall be subject to approval at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
4.
|
Optionee acknowledges and agrees that no Options granted pursuant to the Agreement and no additional Options granted pursuant to this Amendment can be exercised, in each case, prior to obtaining shareholder approval for the Agreement and for this Amendment and that the Agreement and this Amendment can be unwound and the Options, the Repricing and the Grant Increase cancelled, if approval is not obtained at the Company’s 2020 Annual Meeting of Stockholders.
|
|
|
5.
|
Except as expressly modified herein, the Agreement shall remain unmodified.
|
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof.
COMPANY:
TRAVELZOO
By: _____________________________
Name: Ralph Bartel
Title: Chairman
OPTIONEE:
By: _____________________________
Name: Sonja Haas
Title: Global Head of Human Resources