Employment Agreement between Cheap Tickets, Inc. and Samuel D. Horgan (CFO) dated February 5, 2001

Summary

This agreement outlines the terms of employment for Samuel D. Horgan as Chief Financial Officer and Vice President, Finance & Accounting at Cheap Tickets, Inc. It specifies his compensation, including salary, bonus eligibility, stock options, relocation and automobile allowances, a forgivable loan for home purchase, and other benefits. The agreement also covers confidentiality, at-will employment, and severance terms. Employment is contingent on background checks and legal work status. An amendment clarifies the loan terms and provides a tax gross-up. The agreement is effective as of February 12, 2001.

EX-10.22 2 dex1022.txt EMPLOYMENT AGREEMENT DATED FEB 5, 2001 Exhibit 10.22 Monday, February 05, 2001 Mr. Samuel D. Horgan 675 Clifton Rd., NE Atlanta, GA 30307 Dear Sam: I am delighted to offer you the position of Chief Financial Officer and Vice President, Finance & Accounting with Cheap Tickets Inc. ("Company") in our Honolulu office beginning (TBD) "Start Date". We believe this will be a rewarding and challenging position that will provide you with many professionally challenging opportunities. In this position, you will be responsible for the management and direction of the Company's Finance and Accounting Department. You will report directly to me. The following outlines the specific total compensation package that we are offering you: Compensation Effective "Start Date", your annual base salary - ------------ will be Two Hundred Twenty Five Thousand Dollars ($225,000), payable in twenty-four (24) equal installments per annum. Bonus Award You will be eligible to participate in the - ----------- Company's bonus award program, with a target of 25% and a graduated scale to a maximum not to exceed 50% of your annual salary, which is based on your level of performance and contribution as well as the overall performance of the Company. Stock Options You will have the option to purchase up to 100,000 - ------------- shares of the Company's common stock at the strike price set at the close of business on "Start Date", with a vesting of 20% per year. Relocation Expenses A relocation allowance of $40,000 will be provided - ------------------- to cover expenses typically used to move your personal and household belonging, automobiles and other incidentals.

Mr. Samuel D. Horgan Page 2 of 3 Loan A loan, bearing no stated interest until maturity, - ---- in the amount of Two Hundred Thousand Dollars ($200,000), to be evidenced by a Promissory Note made by you in favor of the Company. At each of the first three (3) anniversaries of the Note, one-third (1/3) of the principal amount payable by you under the Note shall be forgiven by the Company, provided that you are employed with the Company on such anniversary. Notwithstanding the foregoing, you shall be entitled to forgiveness of one-third (1/3) of the principal amount payable by you under the Note on any of the three (3) anniversaries if in the year preceding such anniversary, you were employed with the Company for at least six (6) months. You agree to use the total loan amount for the purpose of purchasing a residence in Honolulu, Hawaii. Automobile Allowance An allowance of $500.00 per month to be applied for - -------------------- your automobile(s) usage. Temporary Living Temporary living expenses of up to $3,000 per - ---------------- month, for a period not to exceed six (6) months. Health Care Benefits You will be entitled to the basic benefits package - -------------------- offered to all full-time employees of Cheap Tickets, Inc. and will be paid by the Company, if applicable. Your benefits (e.g. employee and dependents) will become effective on "Start Date", should you choose to accept it. 401K Program Employees are eligible to participate in the - ------------ Company's 401K program during the next open enrollment after six (6) months of full-time employment. Travel Benefits Eligible employees are entitled to an IATAN card - --------------- and the travel benefits that are associated with it. Receipt of this card for eligible employees takes approximately six (6) months. Paid Time Off Plan In your first year of full-time employment, you - ------------------ will be entitled to (15) days under the Paid Time Off plan. Holidays Employees are eligible for seven (7) standard paid - -------- holidays, plus your birthday.

Mr. Samuel D. Horgan Page 3 of 3 Confidentiality Agreement As a member of Cheap Tickets, Inc. you will be - ------------------------- required to sign an agreement regarding confidentiality, non-competition and non-interference/solicitation provisions as you will be exposed to confidential and proprietary products and information. Employment at Will If you accept this offer of employment, it is - ------------------ understood that neither this offer letter, nor any policies, practices, handbook or any and all other Company materials create any guarantee of employment. To the contrary, you will be an employee at will and you and the Company may terminate the employment relationship at any time for any reason with or without advance notice. Further, it is understood that the Company has the right to modify, amend or terminate policies, practices, benefit plans and other Company programs within the limits and requirements imposed by law. Severance You will be eligible for severance of one (1) year - --------- of base salary if you are terminated without cause within the first year of employment. If you terminated without cause after completing the first year of employment, you will receive severance of six (6) months base salary.

In Keeping with Company policy, this offer is contingent upon verification of your employment history, complete background/criminal check and the results of a pre-employment drug screening. In addition, in compliance with Federal requirements, you must provide identification in evidence of your United States citizenship or proof of your legal right to live and work in this country. Sam, we are excited to have you as a member of Cheap Tickets, Inc. and look forward to utilizing your expertise in enhancing the value of this Company. We would appreciate your forwarding an original signature authorizing your agreement to the above terms at your earliest convenience. Sincerely, /s/ Sam E. Galeotos Sam E. Galeotos President & Chief Executive Officer Accepted by: /s/ Samuel D. Horgan 2/5/2001 - --------------------------- ---------------- Signature (Sam D. Horgan) Date February 15th, 2001 Mr. Samuel D. Horgan 676 Clifton Rd, NE Atlanta, GA 30307 Dear Sam: This letter is a follow up to my original offer letter, dated February 5, 2001. I am pleased you have accepted the position of Chief Financial Officer and Vice President, Finance & Accounting with Cheap Tickets Inc ("Company"). Your "Start Date" with the Company was Monday, February 12, 2001. The "Loan" Compensation Package of my original letter has been amended to ---- reflect the following: Loan A loan, bearing no stated Interest until maturity, in the - ---- amount of Two Hundred Thousand Dollars ($200,000), to be evidenced by a Promissory Note made by you in favor of the Company. At each of the first three (3) anniversaries of the Note, one-third (1/3) of the principal amount payable by you under the Note shall be forgiven by the Company, provided that you are employed with the Company on such anniversary. Notwithstanding the foregoing, you shall be entitled to forgiveness of one-third (1/3) of the principal amount payable by you under the Note on any of the three (3) anniversaries if in the year preceding such anniversary, you were employed with the Company for at least six (6) months. You agree to use the total loan amount for the purpose of purchasing a residence in Honolulu, Hawaii. The loan amount will be "grossed-up" to offset tax impacts.

I would like to take this opportunity to personally welcome you aboard the Cheap Tickets Leadership Team and wish you the best of luck in your new position. We would appreciate your forwarding an original signature authorizing your agreement to the above terms at your earliest convenience. Sincerely, /s/ Sam E. Galeotos Sam E. Galeotos President & Chief Executive Officer Accepted by: /s/ Sam D. Horgan 2/20/2001 - ------------------------- --------- Signature (Sam D. Horgan) Date