**Exhibit 10.18**LODGENET ENTERTAINMENT CORPORATIONEXECUTIVE EMPLOYMENT AGREEMENT     AGREEMENT, dated as of January 29, 2008 by and between LodgeNet Entertainment Corporation, aDelaware corporation located at 3900 West Innovation Street, Sioux Falls, South Dakota 57107(“Corporation”), and David M. Bankers (“Executive”).     WHEREAS, the Executive is presently employed by the Corporation in the capacity and with thetitle set forth on Appendix A hereto:     WHEREAS, the Board of Directors (“Board”) has determined that it would be in the best interestof the Corporation and its shareholders to provide for the employment of Executive on the terms setforth herein in order to secure the attention and dedication of the Executive as a member of theCorporation’s management team.;     WHEREAS, the Board has determined that entering into agreements from time to time with membersof senior management in the form hereof will enhance the ability of the Corporation to attract andretain capable senior executives; and     WHEREAS, the Executive is willing to continue serving the Corporation in accordance with theprovisions of this Agreement.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants andobligations hereinafter set forth, the parties hereto hereby agree as follows:     1. Definitions. Capitalized terms used herein shall have the meanings set forth inAppendix B, which is attached hereto and incorporated herein by reference.     2. Term of Employment. The employment of Executive by the Corporation pursuant tothis Agreement shall be for a period (the “Term”) beginning on the date hereof and continuing,unless sooner terminated as provided in Section 7 herein, through December 31, 2008; provided,however, that on each December 31, commencing with December 31, 2008, such period of employmentshall automatically be extended for an additional year, (in which case the Term shall be deemed tohave been extended through December 31 of the next succeeding year), unless sixty (60) days priorto the expiration of the then-current Term either party hereto has given written notice to theother that such party does not wish to extend the period of employment.     3. Duties*.*During the Term, Executive shall serve as in the capacities and with thetitle(s) set forth in Appendix A, or in such other office or offices to which he shall be electedby the Board of Directors of the Corporation (“Board”) with Executive’s approval, performing theduties of such office or offices as are assigned to Executive by the Board or committees of theBoard or the Chief Executive Officer of the Corporation. During the Term, Executive shall devotehis full time and attention to the business of the
 

 
Corporation and the discharge of the aforementioned duties, except for permitted vacations,absences due to illness, and reasonable time for attention to personal affairs.     4. Work Location. During the Term, Executive shall have an office at the facilityspecified on Appendix A.     5. Compensation. As compensation for the services performed hereunder, theCorporation shall pay or provide to Executive the following: (a) The Corporation shall pay Executive a salary (the “Base Salary”), calculatedat the rate per annum set forth on Appendix A (which Base Salary may be increased bythe Corporation at any time and from time to time in its discretion). The Base Salaryshall be payable monthly, semi-monthly or weekly according to the Corporation’sgeneral practice for its executives, for the Term under this Agreement.  (b) During the Term, Executive shall be allowed to participate in such bonus andother incentive compensation programs in accordance with their terms as theCorporation may have in effect from time to time for its executive personnel, and allcompensation and other entitlements earned pursuant to such programs shall be inaddition to, and shall not in any way reduce, the amount payable as Base Salary.  (c) During the Term, Executive shall be entitled to: (i) participate in such retirement, investment, health (medical,hospital and/or dental) insurance, life insurance, disability insurance andaccident insurance plans and programs as are maintained in effect from time totime by the Corporation for its salaried employees;  (ii) participate in other non-duplicative benefit programs whichthe Corporation may from time to time offer generally to executive personnelof the Corporation; and  (iii) accrue vacation time, sick leave, or other forms of paidtime off in accordance with the Corporation’s policy for executive personnel. (d) During the Term, the Board from time to time in its discretion may grant toExecutive stock options, restricted stock and other rights related to shares of theCorporation’s common stock, and may designate the terms on which such rights vest.     6. Effect of Disability and Certain Hazards. Executive shall not be obligated toperform the services set forth in this Agreement during any period of Disability, and relief fromsuch obligation shall not in any way affect his rights hereunder except to the
 

 
extent that such Disability may result in termination of his employment by the Corporation pursuantto Section 7 herein.     7. Termination of Employment. The employment of Executive by the Corporationpursuant to this Agreement may be terminated on or prior to the expiration of the then current Termas follows: (a) Termination in the Event of Death. In the event of Executive’s deathprior to the expiration of the Term, such employment shall automatically terminate onthe date of Executive’s death.  (b) Termination in the Event of Disability. The Corporation mayterminate this Agreement due to Executive’s Disability prior to the expiration of theTerm on not less than thirty (30) days prior written notice, unless prior to theexpiration of said 30 day period, Executive shall have returned to the effectiveperformance of Executive’s duties on a full-time basis. Any dispute as to theexistence of a Disability shall be settled by the opinion of an impartial physicianselected by the parties or their representatives or, in the event of failure to make ajoint selection after request therefore by either party to the other, a physicianselected by the Corporation, with the fees and expenses of any such physician to beborne in equal shares by the Corporation and Executive.  (c) Termination for Cause. The Corporation, by giving written notice oftermination to Executive, may terminate Executive’s employment at any time prior tothe expiration of the Term for Cause, with Cause to be determined by the Board afterreasonable written notice to Executive and an opportunity for Executive to be heard ata meeting of the Board and with reasonable opportunity (of not less than 30 days) inthe case of willful neglect of material duties to cease such neglect. For purposes ofthis Section 7(c), no act or failure to act on the Executive’s part shall beconsidered “willful” unless done or omitted to be done by Executive not in good faithand without reasonable belief that his action or omission was in the best interest ofthe Corporation.  (d) Termination Without Cause. The Corporation may terminate suchemployment at any time prior to the expiration of the Term without Cause upon 60 daysprior written notice to Executive.  (e) Date of Termination. Unless otherwise agreed by the Executive andCorporation or otherwise provided in this Agreement, the effective date of terminationshall be determined as follows: (i) if this Agreement is terminated by death, the effective dateof shall be the date of Executive’s death,
 

 
 (ii) if the Executive’s employment is terminated due to aDisability, the effective date of termination shall be thirty (30) days afterthe Notice of Termination is given (provided that the Executive shall not havereturned to the effective performance of his duties on a full-time basisduring such period),  (iii) if the Executive’s employment is terminated for Cause, theeffective date of termination shall be the date specified in the Notice ofTermination, and  (iv) if the Executive’s employment is terminated for any otherreason, the effective date of termination shall be sixty (60) days after theNotice of Termination.     8. Payments Upon Termination.  (a) Except as otherwise provided in subsections (b) or (c) of this Section 8,upon termination of Executive’s employment by the Corporation, all compensation dueExecutive under this Agreement and under each plan or program of the Corporation inwhich Executive may be participating at the time shall cease to accrue as of the dateof such termination (except, in the case of any such plan or program, if and to theextent otherwise provided in the terms of such plan or program), and all suchcompensation accrued as of the date of such termination but not previously paid shallbe paid to Executive at the time such payment otherwise would be due, and in any eventno later than the Last Payment Date. Unless otherwise expressly provided in the termsof the bonus plan or program of the Corporation in which the Executive is aparticipant at the time of his termination, if the termination of Executive’semployment is for any reason other than a termination for Cause in accordance withSection 7(c) above, then a pro rata portion of the “target” full year’s bonus shall bedeemed to have accrued for the Executive under such bonus plan or program for theportion of the year ended on the date of the termination, which shall be paid to theExecutive within 10 days of the date of termination and no later than the Last PaymentDate.  (b) If Executive’s employment pursuant to this Agreement is terminated by theCorporation without Cause pursuant to Section 7(d) above, or if the Corporation electsat any time not to renew or extend this Agreement at the expiration of the thencurrent Term, and provided that subsection (c) below does not apply, then, in additionto the payments required by subsection (a) of this Section 7, (i) all stock optionspreviously granted but still subject to vesting shall be immediately vested and shallbe exercisable until the first to occur of (y) the expiration date of the applicableoption or (z) two (2) years following the date of termination and (ii) all grants ofrestricted stock or other rights related to shares of the Corporation’s common stockshall be immediately vested (or the risk of forfeiture, as appropriate, shallterminate)
 

 
   and shall be delivered to Executive at the same time and subject to the sameperformance conditions as if the Executive had remained employed by the Corporation.The Executive shall also receive, subject to the mitigation provisions of subsection(d) below, in a single sum payable at the time of termination, and no later than theLast Payment Date, a cash severance payment (the “Severance Payment”) from theCorporation. The amount of the Severance Payment shall be equal to the Executive’sthen monthly Base Salary increased by a factor of twenty percent (20%) to account forthe Executive’s loss of benefits, multiplied by the number of months in the SeverancePeriod as set forth in Appendix A hereof. Executive shall have the right to purchasehealth and dental coverage under the Company’s group policies then in effect for theSeverance Period. The Severance Payment is subject to required withholding. TheExecutive shall not be entitled to Severance Payments in any event if he is terminatedfor Cause as permitted by Section 7(c).  (c) Termination Following Change in Control. (i) If a Change in Control of the Corporation occurs during the Termof this Agreement, or if Executive’s employment with the Corporation isterminated by the Corporation without Cause prior to but in connection with aChange in Control (meaning that at the time of such termination the Company hadentered into an agreement, the consummation of which would result in a Change inControl, or any person had publicly announced its intent to take or consideractions that would constitute a Change in Control, or the Board adopts aresolution to the effect that a potential Change in Control for purposes of thisAgreement has occurred), *then* the Executive shall be entitled to thecompensation provided in Section 8(c)(ii) below upon the termination of theExecutive’s employment by the Corporation or by the Executive, unlessthe Corporation elects to terminate this Agreement pursuant to the provisions ofSection 7 (a), (b) or (c) above or because the Executive terminates thisAgreement other than for Good Reason.  (ii) If the Executive shall be terminated from employment with theCorporation following the occurrence of a Change of Control such that Executiveis entitled to the compensation set forth in this Section 8(c)(ii), then theExecutive shall be entitled to receive the following severance benefits in lieuof any other benefits the Executive would otherwise be entitled to pursuant tothis Agreement: (a) Severance Payment. The Corporationshall pay as severance pay to the Executive an amount equal to theBase Salary that Executive would have received for a thirty (30)month period (the “Payment Period”) at an annualized rate equal tothe higher of the rate in effect immediately prior to the Change in
 

 
   Control or the rate in effect on the date of the Notice ofTermination. Such cash payment shall be payable in a single sum,within 10 days following the Executive’s Date of Termination, and nolater than the Last Payment Date.  (b) Incentive Awards. The Executiveshall receive a cash payment in a single sum, within 10 daysfollowing the Executive’s Date of Termination, and no later than theLast Payment Date, in the amount equal a pro rata portion of the“target” full year’s bonus for the Executive under such bonus plan orprogram for the portion of the year ending on the date of thetermination, with a partial month counted as a completed month.  (c) Acceleration of Equity Grants. Anynon-vested stock options, restricted stock or other equity awardgranted to the Executive by the Corporation shall become 100% vestedand all restrictions or conditions to the receipt of such securities,included but not limited to any applicable performance criteria,shall be waived, up to 100% of the “target” shares that were to havebeen delivered to the executive under any performance-based plan, or100% of the total shares under a time-based vesting plan. Inaddition, (i) any stock options shall be exercisable until the firstto occur of (y) the expiration date of the applicable option or (z)four (4) years following the date of termination and (ii) shares ofrestricted stock or other equity awards shall be delivered free ofall restrictions within 10 days of the date of termination. If anyplan pursuant to which stock options, restricted stock or otherequity awards have been issued is not assumed by the successorentity, all such rights will immediately accelerate and beexercisable on the date of the Change of Control.  (d) Insurance and Welfare Benefits.During the shorter of (i) the Payment Period or (ii) 18 monthsfollowing the date of termination (the “Coverage Period”) theExecutive shall be entitled to the continuation of the same orequivalent life, health, hospitalization, dental and disabilityinsurance coverage and other employee insurance or welfare benefitsthat he had received (including equivalent coverage for his spouseand dependent children) immediately prior to the Change in Control.In the event that Executive is ineligible under the terms of suchinsurance to continue to be so covered, the Corporation shall providethe Executive with substantially equivalent coverage through othersources. If the Executive prior to a Change in Control was receivingany cash-in-lieu payments designed to enable the Executive to obtaininsurance
 

 
   coverage of his choosing, the Corporation shall, in addition to anyother benefits to be provided under this Section 8(c)(ii)(d), provideExecutive with a lump-sum payment equal to the amount of such in-lieupayments that the Executive would have been entitled to receive overthe Coverage Period, no later than the Last Payment Date. Thebenefits to be provided under this Section 8(c)(ii)(d) shall bereduced to the extent of the receipt of substantially equivalentcoverage by the Executive from any successor employer.  (e) Tax Gross-Up. If any paymentsreceived by Executive pursuant to this Agreement will be subject tothe excise tax (the “Excise Tax”) imposed by Section 4999 or Section409A of the Internal Revenue Code of 1986, as amended (the “Code”),or any successor or similar provision of the Code, the Corporationshall pay to the Executive additional compensation such that the netamount received by the Executive after deduction of any Excise Tax(and taking into account any federal, state and local income taxespayable by the Executive as a result of the receipt of such gross-upcompensation), shall be equal to the total payments he would havereceived had no such Excise Tax (or any interest or penaltiesthereon) been paid or incurred. The Corporation shall pay suchadditional compensation no later than the Last Payment Date. Thecalculation of the tax gross-up payment shall be approved by theCorporation’s independent certified public accounting firm and theExecutive’s designated financial adviser. (iii) Notice of Good Reason. If Executive believes thatExecutive is entitled to terminate employment with the Corporation for GoodReason, the Executive may apply in writing to the Corporation for confirmationof such entitlement prior to the Executive’s actual separation fromemployment, by following the claims procedure set forth in Section 14 hereof.The submission of such a request by Executive shall not constitute Cause forthe Corporation to terminate an Executive, and Executive shall continue toreceive all compensation and benefits otherwise payable pursuant to thisAgreement at the time of such submission throughout the resolution of thematter pursuant to the procedures set forth in Section 14 hereof. If theExecutive’s request for a termination of employment for Good Reason is deniedunder both the request and appeal procedures set forth in Section 14(b) and(c) hereof, then the parties shall use their best efforts to resolve the claimwithin ninety (90) days after the claim is submitted to binding arbitrationpursuant to Section 14(d).
 

 
 (iv) All rights of the Employee pursuant to this Section 8(c)shall terminate on the second anniversary following the occurrence of a Changein Control. (d) No Mitigation. The Executive shall not be required to mitigate theamount of any payments provided for by this Agreement by seeking employment orotherwise, nor shall the amount of any cash payments or benefit provided under thisAgreement be reduced by any compensation or benefit earned by the Executive after hisDate of Termination (except as provided in Section 8(c)(ii)(d) above).  (e) Additional Requirement for Severance Compensation. The amountspayable pursuant to this Section 8 shall be paid only upon an Executive’s executionand delivery to the Corporation of an agreement and general release, in such form asis acceptable to the Corporation, in its sole discretion, under which, among otherthings, the Executive shall release and discharge the Corporation and related personsfrom all claims and liabilities relating to the Executive’s employment with theCorporation and/or the termination of the Executive’s employment, including withoutlimitation, claims under the Age Discrimination in Employment Act and the OlderWorkers Benefit Protection Act, where applicable. Subject to Section 21 hereof,payment of the amounts payable pursuant to this Section 8 will be paid only after theRelease Effective Date and expiration of all periods of permitted rescission underfederal or state law for such releases.     9. Confidential Information. Executive shall not at any time during the period ofemployment and thereafter disclose to others or use any trade secrets or any other confidentialinformation belonging to the Corporation or any of its subsidiaries, including, without limitation,drawings, plans, programs, specifications, code, algorithms, methods, techniques, systems,processes, designs and diagrams and non-public information relating to (i) customers of theCorporation or its subsidiaries, (ii) the Corporation’s business plans and budgets, and (iii) theCorporation’s financial information, including projections, plans and budgets, except as may berequired to perform his duties hereunder. The provisions of this Section 9 shall survive thetermination of Executive’s employment with the Corporation, provided that after the termination ofExecutive’s employment with the Corporation, the restrictions contained in this Section 9 shall notapply to any such trade secret or confidential information which becomes generally known in thetrade from a source other than Executive.     10. Patents, Etc. The Corporation shall be entitled to any and all ideas, know-howand inventions, whether patentable or not, which Executive shall conceive, make or develop duringthe Executive’s period of employment with the Corporation, which relates to the business of theCorporation or any of it’s subsidiaries. Executive shall, from time to time, at the request of theCorporation, execute and deliver such instruments or documents, and shall perform or do such actsor things, as reasonably may be requested in order that the Corporation may have the benefit ofsuch ideas, know-how and
 

 
inventions and, in particular, so that patent applications may be prepared and filed in theUnited States Patent Office, or in appropriate places in foreign countries, covering any of thepatentable ideas or inventions covered by this Agreement as aforesaid, including appropriateassignments vesting in the Corporation or any of its subsidiaries (or any successor to theCorporation or any of its subsidiaries) full title to any and all such ideas, inventions andapplications. Further, Executive will cooperate and assist the Corporation in the prosecution ofany such applications in order that patents may issue thereon.     11. Non-Competition. (a) If Executive receives severance compensation pursuant to Section 8 above,or if Executive is terminated for Cause, Executive agrees that Executive will not,without the prior written consent of the Corporation, directly or indirectly, duringthe six (6) month period following the Date of Termination, engage in any business oremployment or provide any consulting service to any person or organization, or to adivision or operating unit of any organization which is involved principally in theprovision of video or broadband services to lodging or healthcare facilities in theUnited States (a “Competing Business”); provided, however, that the partiesacknowledge and agree that an entity involved in the cable, satellite or other paytelevision business generally shall not be deemed to be a Competing Business if (i)the provision of video or broadband services to lodging or healthcare facilitiescomprises less than twenty (20%) percent of the revenues of such business and (ii)Executive’s principal duties do not involve operation or oversight of that portion ofthe enterprise involved in the provision of video or broadband services to lodging orhealthcare facilities). In the event that Executive violates the provisions of thissubparagraph (a), the Corporation shall have the right, in addition to such otherremedies as the Corporation may have available to it, to recover that portion of theamounts payable to Executive pursuant to the provisions of Sections 8(b) or 8(c)(ii)of this Agreement which relate to the period of time Executive is found to have beenin violation of the terms of this subparagraph.  (b) During the Term, Executive shall not enter into endeavors that arecompetitive with the business or operations of the Corporation and shall not own aninterest in, manage, operate, join, control, lend money or render financial or otherassistance to or participate in or be connected with, as an officer, employee,director, partner, stockholder, member, venturer, advisor, consultant or otherwise(except for passive investments of not more than a one percent interest in thesecurities of a publicly held corporation regularly traded on a national securitiesexchange or in an over-the-counter securities market) any Competing Business.     12. Successors. (a) The Corporation shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the
 

 
   business and/or assets of the Corporation, by agreement in form and substancereasonably satisfactory to the Executive, to expressly assume and agree to perform theobligations of the Corporation under this Agreement in the same manner and to the sameextent that the Corporation would be required to perform this Agreement if no suchsuccession had taken place. Failure of the Corporation to obtain such agreement priorto the effective date of any such succession shall be a breach of this Agreement andshall entitle the Executive to compensation from the Corporation in the same amount andon the same terms as he would be entitled to receive hereunder if he terminated hisemployment for Good Reason, except that for purposes of implementing the foregoing, thedate on which any such succession becomes effective shall be deemed the Date ofTermination. As used in this Agreement, “Corporation” shall mean the Corporation ashereinbefore defined and any successor to its business and/or assets as aforesaid,which successor executes and delivers the agreement provided for in this Section 12(a)or which otherwise becomes bound by the terms and provisions of this Agreement byoperation of law.  (b) This Agreement and all rights of the Executive hereunder shall inure to thebenefit of and be enforceable by the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees. Ifthe Executive should die after his termination while any amounts would still bepayable to him hereunder if he had continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisAgreement to the Executive’s devisee, legatee, or other designee or, if there be nosuch designee, to the Executive’s estate.     13. Notices. Any notice required or permitted by this Agreement shall be inwriting, sent by registered or certified mail, return receipt requested, or by recognized courierservice (regularly providing proof of delivery), addressed to the Board and the Corporation at theCorporation’s then principal office, or to the Executive at the address set forth under theExecutive’s signature below, as the case may be, or to such other address or addresses as any partyhereto may from time to time specify in writing for the purpose in a notice given to the otherparties in compliance with this Section 13. Notices shall be deemed given when received.     14. Administrator and Claims Procedure. (a) In the event the Executive believes he/she has been wrongfully denied thepayment of benefits, the Executive shall follow the procedures set forth in thisSection 14. If the Executive is claiming benefits as a result of a termination ofemployment pursuant to Section 7(c), the Executive shall disregard subsections (b) and(c) hereof and shall proceed directly to arbitration pursuant to subsection (d)hereof. The Administrator for purposes of this Agreement shall be the Corporation.The Corporation shall have the right to designate one or more Corporation employees asthe Administrator at any
 

 
   time. The Corporation shall give the Executive written notice of any change in theAdministrator, or in the address or telephone number of the same.  (b) The Executive, or other person claiming through the Executive, must file awritten claim for benefits with the Administrator as a prerequisite to the payment ofbenefits under this Agreement. The Administrator shall make all determinations as tothe right of any person to receive benefits under subsections (b) and (c) of thisSection 14. Any denial by the Administrator of a claim for benefits by the Executive,his heirs or personal representative (“the claimant”) shall be stated in writing bythe Administrator and delivered or mailed to the claimant within 30 days after receiptof the claim, unless special circumstances require an extension of time for processingthe claim. If such an extension is required, written notice of the extension shall befurnished to the claimant prior to the termination of the initial 30-day period. Inno event shall such extension exceed a period of 30 days from the end of the initialperiod. Any notice of denial shall set forth the specific reasons for the denial,specific reference to pertinent provisions of this Agreement upon which the denial isbased, a description of any additional material or information necessary for theclaimant to perfect his claim, with an explanation of why such material or informationis necessary, and any explanation of claim review procedures, written to the best ofthe Administrator’s ability in a manner that may be understood without legal oractuarial counsel.  (c) A claimant whose claim for benefits has been wholly or partially denied bythe Administrator may request, within 30 days following the date of such denial, in awriting addressed to the Administrator, a review of such denial. The claimant shallbe entitled to submit such issues or comments in writing or otherwise as he shallconsider relevant to a determination of his claim, and he may include a request for ahearing in person before the Administrator. Prior to submitting his request, theclaimant shall be entitled to review such documents as the Administrator shall agreeare pertinent to his claim. The claimant may, at all stages of review, be representedby counsel, legal or otherwise, of his choice, provided that the fees and expenses ofsuch counsel shall be borne by the claimant, unless the claimant is successful, inwhich case, such costs shall be borne by the Corporation. All requests for reviewshall be promptly resolved. The Administrator’s decision with respect to any suchreview shall be set forth in writing and shall be mailed to the claimant not laterthan 30 days following receipt by the Administrator of the claimant’s request unlessspecial circumstances, such as the need to hold a hearing, require an extension oftime for processing, in which case the Administrator’s decision shall be so mailed notlater than 60 days after receipt of such request.  (d) A claimant who has followed the procedure in subsections (b) and (c) of thissection, or who has been terminated pursuant to Section 7(c) after having been giventhe opportunity to be heard by the Board, and who has not obtained full relief on hisclaim for benefits, may, within 60 days following his receipt of
 

 
   the Administrator’s written decision on review, or the Board’s decision, as the casemay be, apply in writing to the Administrator for expedited and binding arbitration ofhis claim before an arbitrator in Minnehaha County, South Dakota, in accordance withthe commercial arbitration rules of the American Arbitration Association, as then ineffect, or pursuant to such other form of alternative dispute resolution as the partiesmay agree (collectively, the “arbitration”). The Corporation shall advance filing feesand other costs required to initiate the arbitration, as well as up to $2,500 forExecutive’s initial attorney fees (which fees and costs shall not be recoverable by theCorporation). The arbitrator’s sole authority shall be to interpret and apply theprovisions of this Agreement; he shall not change, add to, or subtract from, any of itsprovisions. The arbitrator shall have the authority to award compensatory damages, butshall not have the authority to award punitive, consequential or exemplary damages. Thearbitrator shall have the power to compel attendance of witnesses at the hearing. Anycourt having jurisdiction may enter a judgment based upon such arbitration. Thearbitrator shall be appointed by mutual agreement of the Corporation and the claimantpursuant to the applicable commercial arbitration rules. The arbitrator shall be aprofessional person with a reputation in the community for expertise in employeebenefit matters and who is unrelated to the claimant and any employees of theCorporation. All decisions of the arbitrator shall be final and binding on theclaimant and the Corporation.     15. Legal Fees and Expense. The Corporation shall pay Executive’s out-of-pocket expenses,including attorneys’ fees, but not to exceed a total of $15,000 for any proceeding or group ofrelated proceedings to enforce, construe or determine the validity of the provisions fortermination benefits in accordance with this Agreement, provided, however, that if any arbitrationor litigation results in a finding in favor of Executive contrary to the position of theCorporation, then Executive will be reimbursed for all reasonable legal and related costsregardless of the limitation set forth above; and further provided that in no event will Executivebe held liable for the legal and related costs of the Corporation in an event of a finding in favorof the Corporation. Amounts, if any, paid to the Executive pursuant to this Section 15 shall be inaddition to all other amounts due to executive pursuant to this Agreement.     16. Non-Alienation of Benefits. Except in so far as this provision may be contraryto applicable law, no sale, transfer, alienation, assignment, pledge, collateralization orattachment of any benefits under this Agreement shall be valid or recognized by the Corporation.     17. Miscellaneous. (a) This Agreement contains the entire agreement of the parties relating to thesubject matter hereof and supersedes any prior written or oral agreements orunderstandings relating to the subject matter hereof. No modification or amendment ofthis Agreement shall be valid unless in writing and signed by
 

 
   or on behalf of the parties hereto. A waiver of the breach of any term or condition ofthis Agreement shall not be deemed to constitute a waiver of any subsequent breach ofthe same or any other term or condition. This Agreement is intended to be performed inaccordance with, and only to the extent permitted by, all applicable laws, ordinances,rules and regulations. If any provisions of this Agreement, or the application thereofto any person or circumstance, shall, for any reason and to any extent, be held invalidor unenforceable, such invalidity and unenforceability shall not affect the remainingprovisions hereof and the application of such provisions to other persons orcircumstances, all of which shall be enforced to the greatest extent permitted by law.Subject to the provisions of Section 8(c)(ii)(e), the compensation provided to theExecutive pursuant to this Agreement shall be subject to any withholdings anddeductions required by any applicable tax laws. Any amounts payable to the Executivehereunder after the death of the Executive shall be paid to the Executive’s estate orlegal representative. The headings in this Agreement are inserted for convenience ofreference only and shall not be a part of or control or affect the meaning of anyprovision hereof. For purposes hereof, the masculine gender shall be deemed to includethe feminine gender, as appropriate. This Agreement may be executed in one or morecounterparts and each counterpart shall be deemed an original but all counterpartstogether shall constitute one instrument.  (b) This Agreement shall inure to the benefit of and shall be binding upon thesuccessors and assigns of the Corporation, including any party with which theCorporation may merge or consolidate or to which it may transfer substantially all ofits assets.  (c) The rights and obligations of Executive under this Agreement are expresslydeclared and agreed to be personal, nonassignable and nontransferable during his life,but upon his death this Agreement shall inure to the benefit of his heirs, legateesand legal representatives of his estate, but only to the extent of any remainingfinancial obligations of the Corporation.  (d) The waiver by either party hereto of its rights with respect to a breach ofany provision of this Agreement by the other shall not operate or be construed as awaiver of any rights with respect to any subsequent breach.  (e) No modification, amendment, addition, alteration or waiver of any of theterms, covenants or conditions hereof shall be effective unless made in writing andduly executed by the Corporation and Executive.  (f) This Agreement may be executed in any number of counterparts, each of whichshall be deemed an original, but all of which together will constitute but one and thesame agreement.
 

 
 (g) If any provision of this Agreement is determined to be invalid orunenforceable under any applicable statute or rule of law, it is to that extent to bedeemed omitted and it shall not affect the validity or enforceability of any otherprovision.  (h) Any notice required or permitted to be given under this Agreement shall be in    writing, and shall be deemed given when sent by registered or certified mail, postageprepaid, addressed as follows:       If to Executive: to the address set forth on    Appendix B hereto       If to the Corporation: LodgeNet Entertainment Corporation    3900 West Innovation Street    Sioux Falls, SD 57107    Attn: Presidentor mailed to such other person and/or address as the party to be notified may hereafterhave designated by notice given to the other party in a similar manner.     18. Prior Agreements Superseded. This Agreement supersedes all prior agreements, ifany, between the parties hereto with respect to the subject matter hereof including any prioremployment agreements, severance agreements, and change-in-control agreements. In addition, theprovisions related to acceleration of options, time to exercise options, termination of risk offorfeiture of restricted stock, and the like, as well as the definitions of “Cause,” “Good Reason”and “Change in Control” contained herein supersede and replace any conflicting provisions in anyoption grant agreement or any restricted stock agreement between the Executive and the Corporation(in any such case, an “Equity Agreement”) and the Executive, by executing this Agreement, herebyagrees that all his or her existing Equity Agreements, and all Equity Agreements to which he or shemay become subject or party to during the Term, are and shall be hereby amended to supersede andreplace such provisions.     19. Survival of Certain Provisions. The provisions of sections 9, 10 and 11(a) ofthis Agreement shall survive the termination of this Agreement, provided that any claims pursuantto such sections must be brought within one year of the date of the termination of this agreement.     20. Governing Law. This Agreement shall be governed and construed in accordance withthe internal laws of the State of South Dakota. The parties agree that any suit or proceedingarising out of this Agreement shall be brought and maintained exclusively in the federal or statecourts located in such state, and each of the parties hereby irrevocably submits to the exclusivejurisdiction and venue of such courts.     21. Compliance with Section 409A of the Code. The provisions of this Agreementregarding amounts that are determined to be subject to Section 409A of the
 

 
Internal Revenue Code of 1986, as amended (the “Code”) shall be interpreted and administered inaccordance with Section 409A of the code and the regulations and guidance issued thereunder.Notwithstanding anything to the contrary contained herein, no payment of an amount subject toSection 409A of the Code on account of the Executive’s “separation from service” (as defined inSection 409A of the Code, including the regulations and guidance issued thereunder) shall be madeto the Executive if the Executive is determined to be a “specified employee” within the meaning ofSection 409A of the Code at the time of the Executive’s separation from service. Any such amountsto which the Executive would otherwise be entitled under this Agreement during the first six monthsfollowing a separation from service shall be accumulated and paid on the first day of the seventhmonth following the Executive’s separation from service.     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the dayand year first above written.       EXECUTIVE: LODGENET ENTERTAINMENT CORPORATION:       */s/* David M. Bankers By: /s/ Scott C. Petersen                  Title: President — CEO         Address: 2634 Regency Court                      Sioux Falls SD 57103      
 

 
**Appendix A**   Employee Name: David M. Bankers   Employee Address: 2634 Regency Court, Sioux Falls SD 57103   Position/Title: Senior Vice President, Product & Technology Development   Work Location 3900 West Innovation Street, Sioux Falls, SD   Base Salary: $280,000.00 per annum      Benefits Stipend: $18,000.00 per annum, payable monthly   Bonus Parameters: Percentage of Base Salary at Target: 45%   Severance Period: 24 months from date of termination
 

 
**Appendix B****DEFINITIONS**For the purpose of this Agreement, the following terms have the meanings indicated:“Cause” means one or more of the following:(a) acts committed during the Term of this Agreement resulting in a felonyconviction under any federal or state statute;(b) willfully engaging in dishonest or fraudulent action or omission resulting orintended to result in any demonstrable and material financial or economic harm tothe Corporation, or which materially damages the Corporation’s reputation; or(c) willful breach of this Agreement, willful neglect of the material duties ofthe Executive under this Agreement, gross and willful misconduct, or willful andmaterial violation of (x) the Corporation’s Code of Business Conduct and Ethics or(y) the Corporation’s Employee Handbook (as amended from time to time) whichresults in or is reasonably likely to result in any demonstrable and materialfinancial or economic harm to the Corporation or material damage to theCorporation’s reputation.“Change in Control” means the occurrence of any of the following: (a) any “person” (as such term is used in Sections 13(d) and 14(d) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) ineffect on the date hereof) or group of persons acting in concert, other thanthe Corporation or any subsidiary thereof or any employee benefit plan of theCorporation or any subsidiary thereof, becomes the “beneficial owner” (assuch term is defined in Rule 13d-3 of the Exchange Act except that a personshall also be deemed the beneficial owner of all securities which such personmay have a right to acquire, whether or not such right is presentlyexercisable), directly or indirectly, of securities of the Corporationrepresenting thirty percent (30%) or more of the combined voting power of theCorporation’s then outstanding securities ordinarily having the right to votein the election of directors (“voting stock”); or  (b) during any period subsequent to the date of this Agreement, amajority of the members of the Board shall not for any reason be theindividuals
 

 
   who at the beginning of such period constitute the Board or those persons whoare nominated as new directors by a majority of the current directors or theirsuccessors who have been so nominated; or  (c) there shall be consummated any merger, consolidation (including aseries of mergers or consolidations), or any sale, lease, exchange or othertransfer (in one transaction or a series of related transactions) of all, orsubstantially all, of the assets of the Corporation (meaning assetsrepresenting thirty percent (30%) or more of the net tangible assets of theCorporation or generating thirty percent (30%) or more of the Corporation’soperating cash flow), or any other similar business combination ortransaction, *but excluding* any business combination or transactionwhich: (i) would result in the voting stock of the Corporation immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting stock of the surviving entity) more than 70% ofthe combined voting power of the voting stock of the Corporation (or suchsurviving entity) outstanding immediately after giving effect to suchbusiness combination or transaction; or (ii) would be effected to implement arecapitalization (or similar transaction) of the Corporation in which no“person” (as defined in subsection 3(a) hereof) or group of persons acting inconcert becomes the beneficial owner (as defined in subsection 3(a) hereof)of thirty percent (30%) or more of the combined voting power of the thenoutstanding voting stock of the Corporation; or  (d) the adoption of any plan or proposal for the liquidation ordissolution of the Corporation; or  (e) the occurrence of any other event that would be required to bereported in response to Item 6(e) of Schedule 14A of Regulation 14A of theExchange Act in effect on the date hereof.“Disability” means any physical or mental condition which prevents the effective performance on afull time basis by Executive of the duties set forth in this Agreement or otherwise assigned toExecutive as contemplated by this Agreement for a period of more than 180days.“Good Reason” means any of the following which occur following a Change of Control: (a) the assignment to the Executive of any duties materiallyinconsistent with the Executive’s positions, duties, responsibilities andstatus with the Corporation immediately prior to a Change in Control, or asignificant adverse alteration in the nature of the Executive’s reportingresponsibilities, titles, or offices as in effect immediately prior to aChange in Control, or any removal of the Executive from, or any
 

 
   failure to reelect the Executive to, any such positions, except in connectionwith a termination of the employment of the Executive for Cause, PermanentDisability, or as a result of the Executive’s death or by the Executive otherthan for Good Reason;  (b) a material reduction by the Corporation in the Executive’s basesalary in effect immediately prior to a Change in Control;  (c) any material breach by the Corporation of any provision of this Agreement;  (d) following a Change in Control, the Executive is excluded (withoutsubstitution of a substantially equivalent plan) from participation in anybenefit, incentive, stock option, health, dental, insurance or pension plangenerally made available to persons at Executive’s level of responsibility inthe Corporation;  (e) without the Executive’s express written consent, the requirement bythe Corporation that the Executive’s principal place of employment berelocated more than fifty (50) miles from his place of employment prior tothe Change in Control, or travel on the Corporation’s business to an extentmaterially greater than the Executive’s customary business travelobligations;  (f) the Corporation’s failure to obtain a satisfactory agreement fromany successor to assume and agree to perform the Corporation’s obligationsunder this Agreement, as contemplated in Section 7(a) hereof.     “Last Payment Date” means the date that is two and one-half months afterthe close of the taxable year in which the Executive incurs a separation fromservice.
 

 
**GENERAL RELEASE OF ALL CLAIMS**     This General Release of All Claims (“Agreement”) is entered into by and between theundersigned,                      (“Employee”) LODGENET ENTERTAINMENT CORPORATION (the “Company”). Employeeand the Company are collectively referred to as “Parties.”     In exchange for the payments made pursuant to the severance provisions of the EmploymentAgreement between Employee and the Company, Employee hereby acknowledges full and completesatisfaction and hereby releases and forever discharges the Company and each of its affiliates,subsidiaries, agents, directors, officers, shareholders, employees, attorneys, successors, andassigns, from any and all claims arising from or connected with Employee’s employment by, orseparation from the Company, including but not limited to, any actions brought in tort or forbreach of contract, or claims arising under Title VII of the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act (“ADEA”), the Older Worker Benefits Protection Act (“OWBPA”), theFair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974,and any other federal or state statute, law or regulation relating to employment.     In order to conform this release agreement with the rights provided by the Older WorkersBenefit Protection Act of 1990, Employee is aware of the following with respect to release of anyclaims under the ADEA: (1) the right to consult with an attorney beforesigning this Release.  (2) Forty-five (45) days, in which to considerthis Release and any ADEA claim; and  (3) Seven (7) days after signing this Release torevoke this release to any ADEA claim.This Agreement shall not be effective until the expiration of seven (7) days following itsexecution by Employee. In addition, Employee acknowledges that the Company has provided Employeewith a list of all employees eligible for and offered benefits under the ETA Plan, with their agesand job titles in compliance with the OWBPA. Employee acknowledges that the names could change asthe Plan is implemented and that a current list will be available upon request at the HumanResource office of the Company.     Employee agrees not to use any confidential information or trade secrets acquired duringemployment with the Company for any other business or employment without the prior written consentof the Company. Employee hereby assigns to the Company all rights to any invention(s) developed orwill develop relating at the time of conception or reduction to practice to the Company’s business,or resulting from work performed for the Company.
 

 
     Employee further agrees that this Agreement, the terms and conditions of this Agreement, andany and all actions by the Parties in accordance therewith, are strictly confidential and Employeeagrees not to disclose, discuss or reveal said information to any other persons, entities ororganizations, except that Employee may disclose this information to immediate family members,counsel, personal tax advisor, or as may be required by applicable law. However, a violation ofthis confidentiality agreement by any third party referenced-above will constitute a breach of thisAgreement.     The Parties hereby agree to submit any and all disputes regarding any aspect of this Agreementor any act that allegedly has or would violate any provision of this Agreement, to final andbinding and confidential arbitration by a single neutral arbitrator as the exclusive remedy forsuch claim or dispute. Subject to the terms of this paragraph, the arbitration proceedings shallbe conducted and administered by the American Arbitration Association (“AAA”) under its NationalRules for the Resolution of Employment Disputes then in effect. The arbitrator shall beexperienced in labor and employment matters and shall be appointed by agreement of the Partieshereto or, if no agreement can be reached, pursuant to the AAA Rules. In addition, should anyparty to this Agreement hereafter institute any legal action or administrative proceeding againstthe other with respect to any claim waived by this Agreement or pursue any arbitrable dispute byany method other than said arbitration, the prevailing party shall be entitled to recover from theother party all damages, costs, expenses, and attorney’s fees incurred as a result of such action.     This Agreement represents and contains the entire agreement between Employee and the Companyrelating to the matters described herein, and supersedes all prior discussions and agreements,whether oral or written.     Employee affirms and represents that he is entering into this Agreement freely andvoluntarily, and that Employee is acting under no other inducement, or under any coercion, threator duress. Employee acknowledges that the contents of this document have been explained to Employeeand Employee understands the meaning and legal effect of this Agreement.           Dated:                         Employee Signature             Dated:     By: