Exhibit 10.8


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Bret A.
Violette (“Executive”) and IAC/InterActiveCorp, a Delaware corporation (the “Company”),
and is effective April 11, 2007 (the “Effective Date”).  LendingTree, LLC is party hereto for purposes
of Sections 1A and 4A(e)(2) only.


 


WHEREAS, the
Company desires to establish its right to the services of Executive, in the
capacity described below, on the terms and conditions hereinafter set forth,
and Executive is willing to accept such employment on such terms and
conditions.


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
Executive and the Company have agreed and do hereby agree as follows:


 


1A.                             PRIOR
AGREEMENT.  Executive and
LendingTree, LLC, a subsidiary of the Company, are currently party to that
certain Amended and Restated Employment Agreement, dated as of April 28,
2006, as supplemented by that certain Addendum dated as of January 8, 2007
(as supplemented, the “Prior Agreement”). 
This Agreement shall replace and supersede the Prior Agreement, and as
of the date hereof, the Prior Agreement shall no longer be of any force or
effect.


 


2A.                             EMPLOYMENT.  During the Term (as defined below), the
Company shall employ Executive, and Executive shall be employed, as President
of RealEstate.com.  During Executive’s
employment with the Company, Executive shall do and perform all services and
acts necessary or advisable to fulfill the duties and responsibilities as are
commensurate and consistent with Executive’s position and shall render such
services on the terms set forth herein. 
During Executive’s employment with the Company, Executive shall report
directly to the President and Chief Operating Officer of the Company or such person(s) as
from time to time may be designated by the Company (hereinafter referred to as
the “Reporting Officer”).  Executive
shall have such powers and duties with respect to RealEstate.com (and its
subsidiaries, divisions, and businesses) (collectively, the “RealEstate.com
Businesses”) as may reasonably be assigned to Executive by the Reporting
Officer, to the extent consistent with Executive’s position.  Executive agrees to devote all of Executive’s
working time, attention and efforts to the RealEstate.com Businesses and to
perform the duties of Executive’s position in accordance with the Company’s
policies as in effect from time to time. 
Executive’s principal place of employment shall be the offices of the
Company’s subsidiary, LendingTree, LLC, located in Charlotte, North Carolina.


 


3A.                             TERM.  The term of this Agreement shall begin on the
date hereof and shall expire on the third anniversary hereof (the “Term”),
provided that certain terms and conditions herein may specify a greater period
of effectiveness.


 


4A.                             COMPENSATION.


 


(a)                                  BASE SALARY.  During the period that Executive is employed
with the Company hereunder, the Company shall pay Executive an annual base
salary of $400,000 (the 


 

















 


“Base Salary”), payable in equal biweekly
installments (or, if different, in accordance with the Company’s payroll
practice as in effect from time to time). 
For all purposes under this Agreement, the term “Base Salary” shall
refer to the Base Salary as in effect from time to time.


 


(b)                                 BONUS.  During the period that Executive is employed
with the Company hereunder, Executive shall be eligible to receive a guaranteed
annual bonus in the amount of $500,000 in each of 2007, 2008 and 2009 each year
(each, a “Guaranteed Annual Bonus Payment”), payable not later than July 15
of each such year provided that Executive remains employed with the Company on
such payment dates.  In addition, during
the period that Executive is employed with the Company hereunder, Executive
shall be eligible to receive discretionary annual bonuses following the end of
the Company’s fiscal year paid at times consistent with other similarly
situated executives of the Company.


 


(c)      GROWTH SHARES.  Subject to approval of the Compensation and
Human Resources Committee of the Board of Directors of the Company, Executive
shall be granted 10,000 Growth Shares at “target” performance, pursuant to an
award letter and standard terms and conditions substantially in the form
attached hereto as Exhibit A. In addition, the Company acknowledges that
Executive has previously been granted IAC Restricted Stock Units, which Units
remain outstanding and continue to be subject to their terms and conditions,
except as specifically provided herein.


 


(d)                                 LONG-TERM
PERFORMANCE BONUS.  (i)  Subject
to the limitations set forth herein, the Company shall pay Executive (A) a
one-time bonus amount equal to $1,000,000 in the event that the Real Estate
Revenues (as defined below) equal or exceed $130,000,000 in the 2009 fiscal
year and Real Estate OIBA (as defined below) in the 2009 fiscal year equals or
exceeds $10 million; and (B) an additional one-time bonus amount equal to
$1,000,000 in the event that the Real Estate Revenues equal or exceed
$130,000,000 in the 2009 fiscal year and Real Estate OIBA in the 2009 fiscal
year equals or exceeds $20 million (together, the “LTP Bonuses”); provided that
in each case Executive remains employed with the Company through the date of
payment of such bonus as described below. 
In no event will the Company be required to pay the LTP Bonuses unless
the Company, acting in its good faith discretion, determines that the
RealEstate.com Businesses are in good condition and that operating decisions
made to achieve the Real Estate Revenues and Real Estate OIBA targets set forth
in this section (the “LTP Targets”) were accomplished in the ordinary course of
business and did not jeopardize the long-term health of the business.  “Real Estate Revenues” means the revenues of
the RealEstate.com Businesses as calculated by the Company in accordance with
its ordinary business practices.  “Real
Estate OIBA” means Operating Income Before Amortization (as defined in the
Company’s public earnings releases from time to time and as calculated by the
Company in accordance with its ordinary business practices) of the
RealEstate.com Businesses.  Within 60
days following the end of the 2009 fiscal year, the Company shall prepare and
deliver to Executive a statement of Real Estate Revenues and Real Estate OIBA
for such year.    Executive shall have
ten days after delivery of such schedule to review and comment on such
schedule, after which the Company shall have ten days to finalize such
schedule, which final schedule shall be prepared in the reasonable discretion
of the Company acting in good faith.  The
Company shall pay the amount of the bonus reflected in such schedule within 75
days after the end of the 2009 fiscal year. 
The Company shall afford the Executive reasonable access to the 


 


2

















 


books and
records of the Real Estate Business to the extent that such books and records
reasonably relate to the computation of the Real Estate Revenue and Real Estate
OIBA for fiscal year 2009; provided, however, that the Executive acknowledges
and agrees that all such books and records are confidential information of the
Company and are delivered to the Executive subject to his obligation to
maintain the confidentiality of such materials provided in Section 2 of
the Standard Terms and Conditions attached to this Agreement.


 


(ii)  In
the event of any specific action within the control of the Company which is
reasonably likely to materially increase or decrease the likelihood that an LTP
Bonus will be paid which, in the Company’s good faith judgment, would unduly
benefit or prejudice Executive, the Company may, after good faith discussions
with Executive, adjust the LTP Targets with the good faith intent of
maintaining equivalent likelihoods of Executive receiving the relevant LTP
Bonuses as had existed prior to the Company taking such action, it being
understood that such equivalence will be approximate and a good faith estimate
only.  For example, and without
limitation, in the event of (A)  any material addition to the
RealEstate.com Businesses, whether by acquisition or otherwise, the Company
could increase the LTP Targets, (B) any material deletion from the
RealEstate.com Businesses, the Company could decrease the LTP Targets (though
such a decrease would be likely in a sale or other disposition for value, but
not likely in the event such deletion resulted from a shutdown for poor
performance), or (C) an adjustment to the manner in which the Real Estate
OIBA were calculated such that the net result was likely to be a material
increase in the Real Estate OIBA, the LTP Targets could be appropriately
adjusted by the Company.


 


(e)                                  BENEFITS.  From the Effective Date through the date of
termination of Executive’s employment with the Company for any reason,
Executive shall be entitled to participate in any welfare, health and life
insurance and pension benefit programs as may be adopted from time to time by
the Company on the same basis as that provided to similarly situated employees
of the Company.  Without limiting the
generality of the foregoing, Executive shall be entitled to the following
benefits:


 


(i)                                     Reimbursement
for Business Expenses.  During the
period that Executive is employed with the Company hereunder, the Company shall
reimburse Executive for all reasonable, necessary and documented expenses
incurred by Executive in performing Executive’s duties for the Company, on the
same basis as similarly situated employees and in accordance with the Company’s
policies as in effect from time to time.


 


(ii)                                  Vacation.  During the period that Executive is employed
with the Company hereunder, Executive shall be entitled to four weeks of paid
vacation and such other paid time off each year, in accordance with the plans,
policies, programs and practices of LendingTree, LLC applicable to similarly
situated employees of LendingTree, LLC generally.


 


5A.                             NOTICES.  All notices and other communications under
this Agreement shall be in writing and shall be given by first-class mail,
certified or registered with return receipt requested, or by hand delivery, or by
overnight delivery by a nationally recognized carrier, in each case to the 


 


3

















 


applicable address set forth below, and any such
notice is deemed effectively given when received by the recipient (of if
receipt is refused by the recipient, when so refused):


 


	
  If to the Company:

  	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  	
  555 West 18th
  Street, 6th Floor

  
	
   

  	
   

  	
  New York, NY
  10011

  
	
   

  	
   

  	
  Attention:
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  	
  555 West 18th
  Street, 6th Floor

  
	
   

  	
   

  	
  New York, NY
  10011

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  Bret A.
  Violette

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11103 McClure Manor Drive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Charlotte, NC 28277

  



 


Either party may change such party’s address for notices by notice duly
given pursuant hereto.


 


6A.                             GOVERNING LAW; JURISDICTION.  This Agreement and the legal
relations thus created between the parties hereto (including, without
limitation, any dispute arising out of or related to this Agreement) shall be
governed by and construed under and in accordance with the internal laws of the
State of New York without reference to its principles of conflicts of
laws.  Any such dispute will be heard
exclusively and determined before an appropriate federal court located in the
State of New York in New York County, or, if not maintainable therein, then in
an appropriate New York state court located in New York County, and each party
hereto submits itself and its property to the exclusive jurisdiction of the
foregoing courts with respect to such disputes. 
The parties hereto acknowledge and agree that this Agreement was
executed and delivered in the State of New York, that IAC is headquartered in
New York City and that, in the course of performing duties hereunder for the
Company, Executive shall have multiple contacts with the business and
operations of IAC and the Reporting Officer, as well as other businesses and
operations in the State of New York, and that for those and other reasons
this Agreement and the undertakings of the parties hereunder bear a reasonable
relation to the State of New York.  If an
appropriate court determines, in connection with a dispute between the parties
hereto arising out of or related to this Agreement, that the internal laws of
the State of New York do not govern this Agreement and the legal relations thus
created between the parties hereto, then this Agreement and such legal
relations shall be governed by and construed under and in accordance with the
internal laws of the State of Delaware without reference to its principles of
conflicts of laws.  In such a case, if
the dispute is not, for any reason, maintainable in an appropriate federal
court located in the State of New York in New York County or an appropriate New
York state court located in New York County, such dispute will be heard
exclusively and determined before an appropriate Delaware state court located
in New Castle County, or, if not maintainable therein, then in an appropriate
federal court located in the State of Delaware in New Castle County, and, in
such case, each party hereto submits itself and its property to the exclusive 


 


4

















 


jurisdiction of the foregoing courts with respect to
such disputes.  Each party hereto (i) agrees
that service of process may be made by mailing a copy of any relevant document
to the address of the party set forth above, (ii) waives to the fullest
extent permitted by law any objection which it may now or hereafter have to the
courts referred to above on the grounds of inconvenient forum or otherwise as
regards any dispute between the parties hereto arising out of or related to
this Agreement, (iii) waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue in the
courts referred to above as regards any dispute between the parties hereto
arising out of or related to this Agreement and (iv) agrees that a
judgment or order of any court referred to above in connection with any dispute
between the parties hereto arising out of or related to this Agreement is
conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.


 


7A.                             COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


8A.                             STANDARD TERMS AND
CONDITIONS.  Executive
expressly understands and acknowledges that the Standard Terms and Conditions
attached hereto are incorporated herein by reference, deemed a part of this
Agreement and are binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.


 


9A.                             SECTION 409A
OF THE INTERNAL REVENUE CODE.  This
Agreement is not intended to constitute a “nonqualified deferred compensation
plan” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). 
Notwithstanding the foregoing, if this Agreement or any benefit paid to
Executive hereunder is subject to Section 409A and if the Executive is a “Specified
Employee” (as defined under Section 409A) as of the date of Executive’s
termination of employment hereunder, then the payment of benefits, if any,
scheduled to be paid by the Company to Executive hereunder during the first six
(6) month period beginning on the date of a termination of employment
hereunder shall be delayed during such six (6) month period and shall
commence immediately following the end of such six (6) month period (and,
if applicable, the period in which such payments were scheduled to be made if
not for such delay shall be extended accordingly).  In no event shall the
Company be required to pay Executive any “gross-up” or other payment with
respect to any taxes or penalties imposed under Section 409A with respect
to any benefit paid to Executive hereunder.


 


[The Signature Page Follows]


 


5

















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed and delivered by its duly authorized officer and
Executive has executed and delivered this Agreement on May     ,
2007.


 


	
   

  	
  IAC/InterActiveCorp

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Greg
  Blatt

  	
   

  
	
   

  	
  Title:
  Executive Vice President and General 

  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bret A.
  Violette

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  For purposes
  of Sections 1A and 4A(e)(2) hereof 

  only:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LendingTree,
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


6














 


STANDARD TERMS AND CONDITIONS


 


1.                                       TERMINATION
OF EXECUTIVE’S EMPLOYMENT.


 


(a)                                  DEATH.  In the event Executive’s employment hereunder
is terminated by reason of Executive’s death, the Company shall pay Executive’s
designated beneficiary or beneficiaries, within thirty (30) days of Executive’s
death in a lump sum in cash, (i) Executive’s Base Salary through the end
of the month in which death occurs and (ii) any Accrued Obligations (as
defined in paragraph 1(f) below).


 


(b)                                 DISABILITY.  If, as a result of Executive’s incapacity due
to physical or mental illness (“Disability”), Executive shall have been absent
from the full-time performance of Executive’s duties with the Company for a
period of four (4) consecutive months and, within thirty (30) days after
written notice is provided to Executive by the Company (in accordance with Section 5A
hereof), Executive shall not have returned to the full-time performance of
Executive’s duties, Executive’s employment under this Agreement may be
terminated by the Company for Disability. 
During any period prior to such termination during which Executive is
absent from the full-time performance of Executive’s duties with the Company
due to Disability, the Company shall continue to pay Executive’s Base Salary at
the rate in effect at the commencement of such period of Disability, offset by
any amounts payable to Executive under any disability insurance plan or policy
provided by the Company.  Upon
termination of Executive’s employment due to Disability, the Company shall pay
Executive within thirty (30) days of such termination (i) Executive’s Base
Salary through the end of the month in which termination occurs in a lump sum
in cash, offset by any amounts payable to Executive under any disability
insurance plan or policy provided by the Company; and (ii) any other
Accrued Obligations (as defined in paragraph 1(f) below).


 


(c)                                  TERMINATION FOR
CAUSE.  Upon the termination of
Executive’s employment by the Company for Cause (as defined below), the Company
shall have no further obligation hereunder, except for the payment of any
Accrued Obligations (as defined in paragraph 1(f) below).  As used herein, “Cause” shall mean:   (i) the plea of guilty or nolo
contendere to, or conviction for, the commission of a felony offense by
Executive; provided, however, that after indictment, the Company
may suspend Executive from the rendition of services, but without limiting or
modifying in any other way the Company’s obligations under this Agreement; (ii) a
material breach by Executive of a fiduciary duty owed to the Company as an
officer of the Company or any of its subsidiaries or affiliates; (iii) a
material breach by Executive of any of the covenants made by Executive in
Sections 2(a), (b), (c), (d), (e), or (h) hereof; (iv) the
willful or gross neglect by Executive of the material duties required by this
Agreement; or (v) a violation by Executive of any written Company policy
pertaining to ethics, wrongdoing or conflicts of interest.  In the event of any termination for Cause,
the Company shall provide written notice (the “Cause Notice”) to Executive of
the grounds for termination giving rise to such for Cause termination.  Such termination shall be approved by the
Chief Executive Officer or the President and Chief Operating Officer of the
Company, or the equivalents thereof.  The
Company shall send the Cause Notice to Executive within thirty days of
termination or, if 


 

















 


later, within thirty days after the Company’s Chief Executive Officer
becomes aware of the grounds for a for Cause termination.


 


(d)                                 TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
FOR GOOD REASON.  If Executive’s
employment hereunder is terminated prior to the expiration of the Term by the
Company for any reason other than Cause or Executive’s death or Disability, or
if Executive terminates his employment hereunder prior to the expiration of the
Term for Good Reason (as defined below), then the Company shall pay to
Executive:


 


(i)                                     within
thirty (30) days of the date of such termination in a lump sum in cash any
Accrued Obligations (as defined in paragraph 1(f) below);


 


(ii)                                  the
Guaranteed Annual Bonus Payments that have not yet been paid by the Company,
payable at the times set forth in Section 4A(b) hereof;


 


(iii)                               an
amount equal to the Base Salary that Executive would have been paid from the
date of such termination through the end of the Term had the Executive’s
employment not terminated, payable in equal biweekly installments (or, if
different, in accordance with the Company’s payroll practice as in effect from
time to time) over the course of the then remaining Term, but in no event for a
period longer than two years;


 


(iv) if such termination occurs after the first anniversary of the
Effective Date, an amount equal to the amount which would have been payable to
Executive for the LTP Bonuses had he served out the Term, multiplied by a
fraction, the numerator of which is the number of complete months elapsed after
the Effective Date and prior to Executive’s termination or resignation, and the
denominator of which is 36.    Any
payment pursuant to this clause (iv) shall be calculated and paid in
accordance with the processes and within the timeframes set forth in Section 4A(d)(i) above.  For example, if Executive is terminated without
Cause after 18 complete months have elapsed after the Effective Date, and the
Real Estate Revenues for 2009 exceeded $130,000,000 and Real Estate OIBA for
2009 were $15,000,000, then Executive would be entitled to receive a payment
under this Section equal to $500,000 in 2010 after Real Estate Revenues
and Real Estate OIBA were definitely determined; and


 


(v) any unvested Restricted Stock Units of the Company granted to
Executive in connection with his entering into the Prior Agreement shall vest
and no longer be subject to further restriction.


 


The payment to Executive of the severance benefits described in this Section 1(d) shall
be subject to Executive’s execution and non-revocation of a general release of
the Company and its affiliates, in a form substantially similar to that used
for similarly situated executives of the Company and its affiliates, and
Executive’s compliance with the restrictive covenants set forth in Sections
2(a), (b), (c), (d), (e), or (h) hereof. 
Executive acknowledges and agrees that the severance benefits described
in this Section 1(d) constitutes good and valuable consideration for
such release.  For purposes of this 


 


2

















 


Agreement, “Good
Reason” shall mean the material reduction in
Executive’s title, duties, reporting levels or responsibilities as of
the date of this Agreement, excluding for this
purpose any such reduction that is an isolated and inadvertent action not taken
in bad faith or that is authorized pursuant to this Agreement, or any such
reduction as a result of a merger or acquisition of the RealEstate.com
Businesses with another significant business so long as following such
transaction Executive’s roles and responsibilities are not less than they were
immediately prior to assuming his current position, provided that in no
event shall Executive’s resignation be for “Good Reason” unless (x) any
such material reduction shall have occurred and Executive provides the Company
with written notice thereof within thirty (30) days after Executive has
knowledge of the occurrence or existence of such material reduction, which
notice specifically identifies the material reduction that Executive believes
constitutes Good Reason, (y) the Company fails to correct the material
reduction so identified within sixty (60) days after the receipt of such
notice, and (z) Executive resigns within thirty (30) days after the
expiration of such 60 day period referred to in clause (y) above.


 


(e)                                  OFFSET.  If Executive obtains other employment during
the period of time in which the Company is required to make payments to
Executive pursuant to Section 1(d) above, the amount of any such
remaining payments or benefits to be provided to Executive shall be reduced by
the amount of compensation and benefits earned by Executive from such other
employment through the end of such period. 
For purposes of this Section 1(e), Executive shall have an
obligation to inform the Company regarding Executive’s employment status
following termination and during the period of time in which the Company is
making payments to Executive under Section 1(d)(ii) above.


 


(f)                                    ACCRUED
OBLIGATIONS.  As used in this
Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of
Executive’s accrued but unpaid Base Salary through the date of death or
termination of employment for any reason, as the case may be; and (ii) any
compensation previously earned but deferred by Executive (together with any
interest or earnings thereon) that has not yet been paid and that is not otherwise
to be paid at a later date pursuant to the executive deferred compensation plan
of the Company, if any.  For the
avoidance of doubt, “Accrued Obligations” shall not include any bonus amount.


 


2.                                       CONFIDENTIAL
INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)                                  CONFIDENTIALITY.  Executive acknowledges that, while employed
by the Company, Executive will occupy a position of trust and confidence.  The Company, its subsidiaries and/or
affiliates shall provide Executive with “Confidential Information” as referred
to below.  Executive shall not, except as
may be required to perform Executive’s duties hereunder or as required by
applicable law, without limitation in time, communicate, divulge, disseminate,
disclose to others or otherwise use, whether directly or indirectly, any
Confidential Information regarding the Company and/or any of its subsidiaries
and/or affiliates.


 


3

















 


“Confidential Information” shall mean
information about the Company or any of its subsidiaries or affiliates, and
their respective businesses, employees, consultants, contractors, clients and
customers that is not disclosed by the Company or any of its subsidiaries or
affiliates for financial reporting purposes or otherwise generally made
available to the public (other than by Executive’s breach of the terms hereof)
and that was learned or developed by Executive in the course of employment by
the Company or any of its subsidiaries or affiliates, including (without limitation)
any proprietary knowledge, trade secrets, data, formulae, information and
client and customer lists and all papers, resumes, and records (including
computer records) of the documents containing such Confidential Information.  Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company
and its subsidiaries or affiliates, and that such information gives the Company
and its subsidiaries or affiliates a competitive advantage.  Executive agrees to deliver or return to the
Company, at the Company’s request at any time or upon termination or expiration
of Executive’s employment or as soon thereafter as possible, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and
written information (and all copies thereof) furnished by the Company and its
subsidiaries or affiliates or prepared by Executive in the course of Executive’s
employment by the Company and its subsidiaries or affiliates.  As used in this Agreement, “subsidiaries” and
“affiliates” shall mean any company controlled by, controlling or under common
control with the Company.


 


(b)                                 NON-COMPETITION.  In consideration of this Agreement, and other
good and valuable consideration provided hereunder, the receipt and sufficiency
of which are hereby acknowledged by Executive, Executive hereby agrees and
covenants that, during Executive’s employment hereunder and for a period of
twenty-four (24) months thereafter (the “Restricted Period”), Executive shall
not, without the prior written consent of the Company, directly or indirectly,
engage in or become associated with a Competitive Activity.


 


For purposes of this Section 2(b), (i) a
“Competitive Activity” means any business or other endeavor involving Similar
Products if such business or endeavor is in a country (including the United
States) in which the Company provides, or is planning to provide, such Similar
Products at such time; (ii) “Similar Products” means any products or
services that are the same or similar to any of the types of products or
services that the RealEstate.com Businesses or any other business for which
Executive has direct or indirect responsibility during the Term, has provided,
or is planning to provide, at any time during the Term; and (iii) Executive
shall be considered to have become “associated with a Competitive Activity” if
Executive becomes directly or indirectly involved as an owner, principal,
employee, officer, director, independent contractor, representative,
stockholder, financial backer, agent, partner, member, advisor, lender,
consultant or in any other individual or representative capacity with any
individual, partnership, corporation or other organization that is engaged in a
Competitive Activity.


 


Notwithstanding the foregoing, Executive may
make and retain investments during the Restricted Period, for investment
purposes only, in less than one percent (1%) of the outstanding capital stock
of any publicly-traded corporation engaged in a Competitive Activity if the
stock of such corporation is either listed on a national stock exchange or on
the NASDAQ National Market System if Executive is not otherwise affiliated with
such corporation.   Executive 


 


4

















 


acknowledges that Executive’s covenants under this Section 2(b) are
a material inducement to the Company’s entering into this Agreement.  In addition, it shall not be a violation of
this Section 2(b) for Employee to work as an owner, employee or
licensed real estate agent for a real estate broker that does not have material
internet or call center marketing operations; provided, that employee’s
employment does not directly or indirectly involve creating an internet or call
center marketing capability or managing or participating in such operations.


 


(c)                                  NON-SOLICITATION
OF EMPLOYEES.  Executive recognizes
that he or she will possess Confidential Information about other employees,
consultants and contractors of the Company and its subsidiaries or affiliates
relating to their education, experience, skills, abilities, compensation and
benefits, and inter-personal relationships with suppliers to and customers of
the Company and its subsidiaries or affiliates. 
Executive recognizes that the information he or she will possess about
these other employees, consultants and contractors is not generally known, is
of substantial value to the Company and its subsidiaries or affiliates in
developing their respective businesses and in securing and retaining customers,
and will be acquired by Executive because of Executive’s business position with
the Company.  Executive agrees that,
during Executive’s employment hereunder and for a period of twenty-four (24)
months thereafter, Executive will not, directly or indirectly, hire or solicit
or recruit any employee of the Company or any of its subsidiaries or affiliates
if Executive learned of, or came into contact with, such employee while
employed by the Company, or any employee of the RealEstate.com Businesses (or
any such individual who was an employee of the Company or any of its
subsidiaries or affiliates or the RealEstate.com Businesses at any time during
the six (6) months prior to such act of hiring, solicitation or
recruitment) for the purpose of being employed by Executive or by any business,
individual, partnership, firm, corporation or other entity on whose behalf
Executive is acting as an agent, representative or employee and that Executive
will not convey any such Confidential Information or trade secrets about other
employees of the Company or any of its subsidiaries or affiliates to any other
person except within the scope of Executive’s duties hereunder.


 


(d)                                 NON-SOLICITATION OF
CUSTOMERS.  During Executive’s
employment hereunder and for a period of twenty-four (24) months thereafter,
Executive shall not solicit any customers of the RealEstate.com Businesses or
encourage (regardless of who initiates the contact) any such customers to use
the facilities or services of any competitor of the RealEstate.com Businesses.


 


(e)                                  PROPRIETARY
RIGHTS; ASSIGNMENT.  All Employee
Developments (defined below) shall be considered works made for hire by
Executive for the Company or, as applicable, its subsidiaries or affiliates,
and Executive agrees that all rights of any kind in any Employee Developments
belong exclusively to the Company.  In
order to permit the Company to exploit such Employee Developments, Executive
shall promptly and fully report all such Employee Developments to the
Company.  Except in furtherance of his
obligations as an employee of the Company, Executive shall not use or reproduce
any portion of any record associated with any Employee Development without
prior written consent of the Company or, as applicable, its subsidiaries or
affiliates.  Executive agrees that in the
event actions of Executive are required to ensure that such rights belong to
the Company under applicable laws, Executive 


 


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will cooperate and take whatever such actions are reasonably requested
by the Company, whether during or after the Term, and without the need for
separate or additional compensation.  “Employee
Developments” means any idea, know-how, discovery, invention, design, method,
technique, improvement, enhancement, development, computer program, machine,
algorithm or other work of authorship, whether developed, conceived or reduced
to practice during or following the period of employment, that (i) concerns
or relates to the actual or anticipated business, research or development
activities, or operations of the Company or any of its subsidiaries or
affiliates, or (ii) results from or is suggested by any undertaking
assigned to Executive or work performed by Executive for or on behalf of the
Company or any of its subsidiaries or affiliates, whether created alone or with
others, during or after working hours, or (iii) uses, incorporates or is
based on Company (or its affiliates’ or subsidiaries’) equipment, supplies,
facilities, trade secrets or inventions of any form or type.  All Confidential Information and all Employee
Developments are and shall remain the sole property of the Company or any of
its subsidiaries or affiliates. 
Executive shall acquire no proprietary interest in any Confidential
Information or Employee Developments developed or acquired during the
Term.  To the extent Executive may, by
operation of law or otherwise, acquire any right, title or interest in or to
any Confidential Information or Employee Development, Executive hereby assigns
and covenants to assign to the Company all such proprietary rights without the
need for a separate writing or additional compensation.  Executive shall, both during and after the
Term, upon the Company’s request, promptly execute, acknowledge, and deliver to
the Company all such assignments, confirmations of assignment, certificates,
and instruments, and shall promptly perform such other acts, as the Company may
from time to time in its discretion deem necessary or desirable to evidence,
establish, maintain, perfect, enforce or defend the Company’s rights in
Confidential Information and Employee Developments.


 


(f)                                    COMPLIANCE WITH
POLICIES AND PROCEDURES.  During the
period that Executive is employed with the Company hereunder, Executive shall
adhere to the policies and standards of professionalism set forth in the
Company’s Policies and Procedures as they may exist from time to time.


 


(g)                                 SURVIVAL OF
PROVISIONS.  The obligations
contained in this Section 2 shall, to the extent provided in this Section 2,
survive the termination or expiration of Executive’s employment with the
Company and, as applicable, shall be fully enforceable thereafter in accordance
with the terms of this Agreement.  If it
is determined by a court of competent jurisdiction that any restriction in this
Section 2 is excessive in duration or scope or is unreasonable or
unenforceable under applicable law, it is the intention of the parties that
such restriction may be modified or amended by the court to render it
enforceable to the maximum extent permitted by applicable law.


 


(h)                                 REPRESENTATIONS
AND WARRANTIES OF EMPLOYEE.  Employee
shall not use any confidential information, intellectual property or other
proprietary rights of others in the performance of his duties hereunder.  Employee shall indemnify and hold harmless
the Company and its subsidiaries and affiliates for any breach of the
representation and warranty set forth herein; provided, that such
indemnification obligation shall be limited to amounts paid or payable to the
Employee pursuant to this Agreement.


 


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3.                                       TERMINATION
OF PRIOR AGREEMENTS.  This Agreement
constitutes the entire agreement between the parties and, as of the Effective
Date, terminates and supersedes any and all prior agreements and understandings
(whether written or oral) between the parties with respect to the subject
matter of this Agreement.  Executive
acknowledges and agrees that neither the Company nor anyone acting on its
behalf has made, and is not making, and in executing this Agreement, Executive
has not relied upon, any representations, promises or inducements except to the
extent the same is expressly set forth in this Agreement.  Executive hereby represents and warrants that
by entering into this Agreement, Executive will not rescind or otherwise breach
an employment agreement or other agreement with Executive’s current employer
prior to the natural expiration date of such agreement.


 


4.                                       ASSIGNMENT;
SUCCESSORS.  This Agreement is
personal in its nature and none of the parties hereto shall, without the
consent of the others, assign or transfer this Agreement or any rights or
obligations hereunder, provided that the Company may assign this Agreement to,
or allow any of its obligations to be fulfilled by, or take actions through,
any affiliate of the Company and, in the event of the merger, consolidation,
transfer, or sale of all or substantially all of the assets of the Company (a “Transaction”)
with or to any other individual or entity, this Agreement shall, subject to the
provisions hereof, be binding upon and inure to the benefit of such successor
and such successor shall discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder, and in the event of any such
assignment or Transaction, all references herein to the “Company” shall refer
to the Company’s assignee or successor hereunder.


 


5.                                       WITHHOLDING.  The Company shall make such deductions and
withhold such amounts from each payment and benefit made or provided to
Executive hereunder, as may be required from time to time by applicable law,
governmental regulation or order.


 


6.                                       HEADING
REFERENCES.  Section headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.  References to “this Agreement” or the use of
the term “hereof” shall refer to these Standard Terms and Conditions and the
Employment Agreement attached hereto, taken as a whole.


 


7.                                       REMEDIES FOR
BREACH.  Executive expressly agrees
and understands that Executive will notify the Company in writing of any
alleged breach of this Agreement by the Company, and the Company will have
thirty (30) days from receipt of Executive’s notice to cure any such
breach.  Executive expressly agrees and
understands that in the event of any termination of Executive’s employment by
the Company during the Term, the Company’s contractual obligations to Executive
shall be fulfilled through compliance with its obligations under Section 1
of the Standard Terms and Conditions.


 


Executive expressly agrees and understands
that the remedy at law for any breach by Executive of Section 2 of the
Standard Terms and Conditions will be inadequate and that damages flowing from
such breach are not usually susceptible to being measured in monetary
terms.  Accordingly, it is acknowledged
that, upon Executive’s violation of any provision of such Section 2, the
Company shall be entitled to obtain from any court of competent jurisdiction 


 


7

















 


immediate injunctive relief and obtain a temporary order restraining
any threatened or further breach as well as an equitable accounting of all
profits or benefits arising out of such violation.  Nothing shall be deemed to limit the Company’s
remedies at law or in equity for any breach by Executive of any of the
provisions of this Agreement, including Section 2, which may be pursued by
or available to the Company.


 


8.                                       WAIVER;
MODIFICATION.  Failure to insist upon
strict compliance with any of the terms, covenants, or conditions hereof shall
not be deemed a waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.  This Agreement shall not be modified in any
respect except by a writing executed by each party hereto.  Notwithstanding anything to the contrary herein,
none of (i) subject to Section 1(d) of the Standard Terms and
Conditions, a change in Executive’s title, duties and/or level of
responsibilities, including by way of the assignment of Executive (in
consultation with Executive) to another position with the Company or any its
affiliates, (ii) the assignment of Executive to a different Reporting
Officer due to a reorganization or an internal restructuring of the Company or
its affiliated companies or (B) changes in the names of the reporting
sectors and/or segments of IAC and/or the composition of the businesses within
such sectors and/or segments nor (iii) a change in the title of the
Reporting Officer shall constitute a modification or a breach of this
Agreement.


 


9.                                       SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. 
All portions of this Agreement that do not violate any statute or public
policy shall continue in full force and effect. 
Further, any court order striking any portion of this Agreement shall
modify the stricken terms as narrowly as possible to give as much effect as
possible to the intentions of the parties under this Agreement.


 


10.                                 INDEMNIFICATION.  The Company shall indemnify and hold
Executive harmless for acts and omissions in Executive’s capacity as an
officer, director or employee of the Company to the maximum extent permitted
under applicable law; provided, however, that neither the
Company, nor any of its subsidiaries or affiliates shall indemnify Executive
for any losses incurred by Executive as a result of acts described in Section 1(c) of
this Agreement.


 


[The Signature Page Follows]


 


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ACKNOWLEDGED AND AGREED:


 


	
  Date:
  May       , 2007

  	
   

  
	
   

  	
   

  
	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Greg Blatt

  
	
   

  	
  Title: Executive Vice President and General 

  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bret A. Violette

  



 


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