Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Bob Harris (“Executive”)
and LendingTree, LLC, a Delaware limited liability company (the “Company”), and
is effective as of June 30th, 2008 (the “Effective Date”).


 


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:


 


1.             EMPLOYMENT. 
During the Term (as defined below), the Company shall employ Executive,
and Executive shall be employed, as President, LendingTree Exchange of the
Company.  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 Chief
Executive Officer of the Company (hereinafter referred to as the “Reporting
Officer”).  Executive shall have such
powers and duties with respect to LendingTree 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 LendingTree and to perform the duties of
Executive’s position in accordance with Company policies applicable to all
employees of the Company and its subsidiaries and/or affiliates, as well as
LendingTree policies (or the policies of such other businesses for which
Executive has direct or indirect responsibility under this Agreement) as in
effect from time to time.  Executive’s
principal place of employment shall be the principal offices of LendingTree, located
in Charlotte, North Carolina; provided, however, that travel to the Company’s other
offices in Jacksonville or Irvine may occasionally be required.  Executive acknowledges that the Company may,
in its sole discretion from time to time, change the Executive’s
responsibilities or his or her direct / indirect reports without any effect
hereunder.


 


2.             TERM.  The
term of this Agreement, which shall commence on the Effective Date, shall continue
until and including June 30, 2011 (the “Term”) unless terminated earlier
as set forth in the Standard Terms and Conditions; provided, that certain provisions
herein may specify a greater period of effectiveness.


 


3.             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 $325,000 (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), or such higher salary as shall be agreed to in writing by
Executive and the Company 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)           EQUITY INCENTIVES.  During the period that Executive is employed
with the Company hereunder, Executive shall be eligible to receive a
discretionary equity incentives, including but not limited to restricted stock
unit awards and/or stock options, which incentives shall be granted to Executive
at the time the Company normally grants such incentives generally and otherwise
in accordance with applicable policies, practices, terms, and conditions
(including but not limited to vesting requirements), and provided further, that
Executive is employed by the Company on the date such incentives are awarded.


 


(c)           DISCRETIONARY BONUS.  During the period that Executive is employed
with the Company hereunder, Executive shall be eligible to receive a
discretionary annual bonus in an amount determined by the Reporting Officer,
which bonus shall be payable to Executive at the time the Company pays year-end
bonuses generally and otherwise in accordance with applicable policies and
practices, provided, that Executive is employed by Company on the date such
bonuses are paid.


 


(d)           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 applicable
policies as in effect from time to time.


 


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


 


4.             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 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:

  	
   

  	
  LendingTree,
  LLC

  
	
   

  	
   

  	
  11115
  Rushmore Drive

  
	
   

  	
   

  	
  Charlotte,
  NC 28277

  
	
   

  	
   

  	
  Attention:
  Senior Vice President, Human Resources

  



 


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  If to
  Executive:

  	
   

  	
  At the
  most recent address for Executive on file at the Company.

  



 


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


 


5.             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 North Carolina 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 North Carolina
in the Western District, or, if not maintainable therein, then in an
appropriate state court located in Mecklenburg County, North Carolina, and each
party hereto submits itself and its property to the exclusive 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.


 


6.             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.


 


7.             STANDARD TERMS AND CONDITIONS.  Executive expressly understands and
acknowledges that the Executive 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 Executive Standard
Terms and Conditions attached hereto, taken as a whole.


 


8.             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


 


3

















 


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.


 


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 as of June 30th, 2008.


 


	
   

  	
  LendingTree,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Claudette
  Hampton

  
	
   

  	
  By:
  Claudette Hampton

  
	
   

  	
  Title:
  Senior Vice President, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bob
  Harris

  
	
   

  	
  Bob Harris

  



 


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EXECUTIVE STANDARD TERMS AND CONDITIONS


 


1A.          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 Other Accrued Obligations
(as defined in Section 1A(e) 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 4
of the Employment Agreement), 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(e) 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 Other Accrued
Obligations (as defined in paragraph 1(e) below).  As used herein, “Cause” shall mean:  (i) the Executive’s plea of guilty or
nolo contendere to, or conviction for, the commission of (A) a felony
offense, or (B) a misdemeanor offense involving any breach of trust or
fiduciary duty 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; (iii) a material breach by Executive of any of
the covenants made by Executive in Section 2A hereof; (iv) the willful or
gross neglect by Executive of the material duties required by this Agreement;
or (v) a material violation by Executive of any Company policy pertaining
to ethics, wrongdoing or conflicts of interest.


 


(d)           TERMINATION OR BREACH BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
UPON A CHANGE IN CONTROL.  If (i) Executive’s
employment hereunder is terminated by the Company or the Company commits a material
breach of this Agreement prior to the expiration of the Term for 


 

















 


any reason other than Executive’s death or Disability or for Cause, or (ii) Executive
resigns within ninety (90) days following the consummation of any Change in
Control of the Company, then the Company shall pay Executive the following:


 


(i) Within thirty (30) days following
such termination, breach, or resignation, an amount equal to all Other Accrued
Obligations (as defined herein); and


 


(ii) An amount equal to
one (1) year’s Base Salary, payable in equal installments on the Company’s
regularly scheduled paydays over the one (1) year period following the
date of such termination, breach, or resignation (the “Severance Period”).


 


If Executive obtains other employment or is otherwise compensated for
services provided during this Severance Period, the Company’s obligation to
make future payments to Executive under these subparagraph (d)(ii) and
shall be offset against any compensation earned by Employee as a result of
employment with or services provided to a third party.  Executive agrees to inform the Company
promptly of his or her employment status and any amounts so earned during the
Severance Period.  Executive’s right to
the payments under these subparagraphs (d)(ii) 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 Section 2A of these
Standard Terms and Conditions.  Executive
acknowledges and agrees that the payments described in this Section 1A(d) constitutes
good and valuable consideration for such release.


 


For purposes of this Agreement, a “Change in Control” means


 


(i)            the
acquisition, by any means, by any individual entity or group, within the
meaning of Section 13 (d)(3) or 14 (d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), other than
IAC/InterActiveCorp, Barry Diller, Liberty Media Corporation, and their
respective affiliates (a “Person”), directly or indirectly, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of equity securities of LendingTree, LLC representing more than 50% of the
voting power of the then outstanding equity securities of LendingTree, LLC
entitled to vote generally in the election of directors or managing members (as
applicable) of the entity (the “Outstanding Voting Securities”); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control: (1) any acquisition by any employee
benefit plan (or trust related to such employee benefit plan) sponsored or
maintained by LendingTree, LLC or any corporation controlled by LendingTree,
LLC or (2) any acquisition by any Person pursuant to a transaction which
complies with clauses (A) and (B) of subsection (ii) of this
definition; or


 


(ii)           the
consummation of a reorganization, merger or consolidation or sale or other disposition,
directly or indirectly of all or substantially all of the assets of
LendingTree, LLC or the purchase of assets or stock or another entity (a “Business
Combination”) in each case, unless immediately following such Business
Combination, (A) all or substantially all of the individuals and entities
who were the beneficial owners 


 


2A

















 


of the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the then
outstanding combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, managing members or
other required persons (as applicable) of the entity resulting from such
Business Combination (including, without limitation, an entity which as a
result of such transaction owns LendingTree, LLC or all or substantially all of
the assets of LendingTree, LLC either directly or through one or more
subsidiaries) in substantially the same proportion as their ownership
immediately prior to such Business Combination of the outstanding voting securities,
and (B) no person (excluding IACInteractiveCorp, Barry Diller, Liberty
Media Corporation and their respective affiliates, any employee benefit plan
(or related trust) of LendingTree, LLC or such entity resulting from such
Business Combination) beneficially owns, directly or indirectly, more than a
majority of the combined voting power of the then Outstanding Voting Securities
of such entity except to the extent that such ownership of LendingTree, LLC
existed prior to the Business Combination; or


 


(iii)          the
approval by the members, stockholders or other required persons (as applicable)
of LendingTree, LLC of a complete liquidation or dissolution of LendingTree,
LLC.


 


(e)           OTHER ACCRUED OBLIGATIONS.  As used in this Agreement, “Other Accrued
Obligations” shall mean the sum of (i) any portion of Executive’s accrued
but unpaid Base Salary or Bonus through the date of death or termination of
employment for any reason, as the case may be; (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, and (iii) any reimbursements that Executive is entitled
to receive under Section 3(d) of the Agreement.


 


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


 


(f)            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.


 


“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 


 


3A

















 


(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.  For purposes of this Agreement, “Confidential
Information” shall not include any information that is now or hereafter becomes
known to the public or otherwise is in the public domain other than through
Executive’s fault, breach, disclosure, or other act of Executive.


 


(g)           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 twelve
(12) 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 2A(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 (or any of its businesses) provides or planned to
provide during Executive’s employment hereunder such Similar Products; (ii) “Similar
Products” means any products or services that are the same (or substantially
the same) as any of the (A) types of products or services that the online loan
origination, online loan brokerage, or online real estate brokerage businesses of
LendingTree and/or the Company or (B) significant types of products or
services that any other business for which Executive has direct or indirect
responsibility hereunder, in each case, provides, has provided or planned to
provide during Executive’s employment hereunder; 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 five percent (5%) 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
acknowledges that Executive’s covenants under this Section 2A(b) are
a material inducement to 


 


4A

















 


the Company’s entering into this Agreement.


 


(h)           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 twelve (12) months
thereafter, (i) Executive will not, directly or indirectly, hire or
solicit or recruit any person then employed by the Company and/or any of its
subsidiaries and/or affiliates with whom Executive has had direct contact
during his or her employment hereunder, in all cases, 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 (ii) Executive will not convey any such
Confidential Information or trade secrets about employees of the Company or any
of its subsidiaries or affiliates to any other person except within the scope
of Executive’s duties hereunder. 
Notwithstanding the foregoing, the restrictions set forth immediately
above shall, in the case of employees with whom Executive had a direct working
relationship prior to his or her employment with the Company, its subsidiaries
and/or affiliates, (i) upon a termination of Executive’s employment by the
Company for any reason other than for Cause, shall apply for a period of nine (9) months
following such termination, or (ii) if Executive terminates his or her employment
hereunder, apply for a period of twelve (12) months following such termination.


 


(i)            NON-SOLICITATION OF CUSTOMERS.  During Executive’s employment hereunder and
for a period of twelve (12) months thereafter, Executive shall not solicit any Customers
of LendingTree or encourage (regardless of who initiates the contact) any such Customers
to use the facilities or services of any competitor of LendingTree.  For the purposes of this subsection, “Customers”
means any persons or entities that purchased products or services from the
Company within twelve (12) calendar months of the termination of Executive’s
employment.


 


(j)            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 or her 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 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.  


 


5A

















 


“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 LendingTree (or any other Company business for
which Executive has direct or indirect responsibility during his or her employment
hereunder), 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 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.


 


(k)           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 applicable to all employees of the Company and its subsidiaries
and/or affiliates, as well as LendingTree policies (or the policies of such
other businesses for which Executive has direct or indirect responsibility
under this Agreement) as they may exist from time to time.


 


(l)            SURVIVAL OF PROVISIONS.  The obligations contained in this Section 2A
shall, to the extent provided in this Section 2A, 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 2A 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.


 


3A.          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 


 


6A

















 


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.  Notwithstanding the
foregoing, nothing in this Agreement shall alter the Executive’s rights to (i) any
grant of RSUs or other equity interests, or the vesting rights or conditions of
termination and/or expiration thereof, granted in any prior agreement
(including, without limitation, the rights granted to Executive under that
certain Restricted Shares Grant and Shareholders’ Agreement dated as of May 5,
2003, as amended from time to time, and the rights granted under Section 1(d) to
the Standard Terms and Conditions attached to the Employment Agreement dated May 14,
2007), or (ii) the payment of any cash bonus, whether guaranteed or
discretionary, attributable to the Company’s 2007 fiscal year and awarded in
any prior agreement.


 


4A.          ASSIGNMENT; SUCCESSORS.  Without limiting the provisions of Section 2A(d) of
this Agreement, the parties agree that this Agreement is personal in its nature
and that 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.  Further, it is the intent of the parties that
this Agreement shall survive the spin-off of LendingTree, LLC and shall be
automatically assigned to, assumed by, and binding upon the new parent company
of LendingTree (referred to herein as “Tree.com”) following the spin-off.  Following the spin-off, all references herein
to “Company” or “LendingTree” shall thereafter refer to Tree.com.


 


5A.          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.


 


6A.          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.


 


7A.          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 


 


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obligations to Executive shall
be fulfilled through compliance with its obligations under Section 1A of
the Standard Terms and Conditions.


 


Executive expressly agrees and understands
that the remedy at law for any breach by Executive of Section 2A 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 2A, the
Company shall be entitled to obtain from any court of competent jurisdiction
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 2A, which may be pursued by or available to the Company.


 


8A.          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.


 


9A.          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.


 


10A.        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 1A(c) of this Standard Terms and Conditions.


 


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