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Exhibit 10.22
 
  EXECUTIVE EMPLOYMENT AGREEMENT
      Definitions.
 Term of Employment.
 Duties .




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Work Location.
 Compensation.
 (a)
    
    The Corporation shall pay Executive a salary (the Base Salary), calculated at
the rate per annum set forth on Appendix A (which Base Salary may be increased by the
Corporation at any time and from time to time in its discretion). The Base Salary shall
be payable monthly, semi-monthly or weekly according to the Corporations general
practice for its executives, for the Term of this Agreement.(b)
    
    During the Term, Executive shall be entitled to participate in such bonus and
other incentive compensation programs in accordance with their terms as the Corporation
may have in effect from time to time for its executive personnel, and all compensation
and other entitlements earned pursuant to such programs shall be in addition to, and
shall not in any way reduce, the amount payable as Base Salary. There will be an
annual performance-related cash bonus opportunity, at target equal to forty-five
percent (45%) of Executives Base Salary with an opportunity to earn up to
approximately eighty percent (80%) of Executives Base Salary, depending upon the
achievement of targets and objectives related to the performance of: (a) The Hotel
Networks (60% of the 45%  or 27% of Base Salary at target); and (b) the Corporation
(40% of the 45%  or 18% at target). The portion of Executives bonus related to The
Hotel Networks will be guaranteed and paid at target for 2008 and will be based on
the assumption that he was employed at the Corporation for eleven months this year.(c)
    
    As of the Commencement Date, Executive will also be awarded equity-based
incentives of LodgeNet Interactive common stock in the following forms: (a) an option
to acquire fifteen thousand (15,000) shares at a strike price equal to the FMV of the
stock on said day (the Sign-on Option), which option will vest 25% per year over four
years and will be issued in the form of an ISO; and (b) five thousand (5,000) shares of
time-based restricted stock (the Sign-on Restricted Stock), which will vest fifty
percent (50%) on the third anniversary of the grant and fifty percent (50%) on the
fourth anniversary.(d)
    
    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 and
accident insurance plans and programs as are maintained in effect from time to
time by the Corporation for its Senior Vice Presidents;
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(ii)
    
    participate in LodgeNets executive benefits program, under
which program he will receive (a) the same medical, dental, life and vision
plan benefits on the same terms made available to other Senior Vice Presidents
of the Corporation, currently, the Companys Option II Health, Dental, Life,
and Vision Plan without cost to him (a $750 deductible plan with an approximate
value of $900 per month), plus (b) $1,500 per month to subsidize certain
personal expenses, which will be structured in the most tax-efficient manner;(iii)
    
    participate in other non-duplicative benefit programs which
the Corporation may from time to time offer generally to executive personnel of
the Corporation; and(iv)
    
    accrue vacation time, sick leave, or other forms of paid time
off in accordance with the Corporations policy for executive personnel based
on four weeks of vacation time per annum, plus ten specified
Corporation-observed holidays.
 (e)
    
    In order to closely align the interest of the Executive with creating
shareholder value at The Hotel Networks and for the Corporation, following the
completion of each of calendar years 2008, 2009, and 2010, the Corporation shall award
Executive shares of common stock of the Corporation equal to two (2%) percent of the
increase of the Net Equity Value, if any, of The Hotel Networks, Inc. over the Net
Equity Value of The Hotel Networks, Inc. determined as of the close of the preceding
calendar year (each such grant an Annual Equity Grant and collectively the Annual
Equity Grants). The increase in Net Equity Value over the preceding calendar year
shall be determined in accordance with the formula set forth in Appendix C below;
provided, however, that the Corporation shall have no obligation to issue such Annual
Equity Grant if Executive no longer serves as President of The Hotel Networks, Inc. as
of the end of the calendar year in question except as set forth in Section 8(b) and
8(c)(ii)(d) of this Agreement. One third of the Annual Equity Grant shall vest on the
date of the grant, and the remaining two thirds of the grant will be in the form of
Time-Based Restricted Stock which will vest in two equal installments, one half on the
first anniversary of the Annual Equity Grant and one half on the second anniversary of
the Annual Equity Grant. The determination of the amount of the Annual Equity Grant
shall be completed no later than thirty (30) days following the announcement by the
Corporation of its financial results for the calendar year in question. Except as
expressly set forth in this Agreement, the form of the Time-Based Restricted Stock
issued pursuant to this subparagraph (a) shall be the same as other Time-Based
Restricted Stock issued by the Corporation during the year of the grant to its senior
executives, and (b) such Time-Based Restricted Stock will be treated the same manner as
other grants of restricted stock in the event of a Change of Control in accordance with
Section 8(c)(ii)(c) below.
 Effect of Disability and Certain Hazards.
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Termination of Employment.
 (a)
    
    Termination in the Event of Death. In the event of Executives death
prior to the expiration of the Term, such employment shall automatically terminate on
the date of Executives death.(b)
    
    Termination in the Event of Disability. The Corporation may terminate
this Agreement due to Executives Disability prior to the expiration of the Term on not
less than thirty (30) days prior written notice, unless prior to the expiration of said
30 day period, Executive shall have returned to the effective performance of
Executives duties on a full-time basis. Any dispute as to the existence of a
Disability shall be settled by the opinion of an impartial physician selected by the
parties or their representatives or, in the event of failure to make a joint selection
after request therefore by either party to the other, a physician selected by the
Corporation, with the fees and expenses of any such physician to be borne by the
Corporation.(c)
    
    Termination for Cause. The Corporation, by giving written notice of
termination to Executive, may terminate Executives employment at any time prior to the
expiration of the Term for Cause, with Cause to be determined by the Board after
reasonable notice to the Executive and an opportunity for Executive to be heard at a
meeting of the Board and with reasonable opportunity (of not less than 30 days) in the
case of willful neglect of material duties to cease such neglect. For purposes of this
Section 7(c), no act or failure to act on the Executives part shall be considered
willful unless done or omitted to be done by Executive not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Corporation.(d)
    
    Termination Without Cause. The Corporation may terminate such
employment at any time prior to the expiration of the Term without Cause (which shall
be for any reason not covered by preceding subsections (a) through (c)) upon 60 days
prior written notice to Executive.(e)
    
    Termination by Executive. Executive may terminate his Employment with
the Corporation on not less than 60 days prior notice. Such termination shall not be
considered a breach of this Agreement.(f)
    
    Date of Termination. Unless otherwise agreed by the Executive and
Corporation or otherwise provided in this Agreement, the effective date of termination
shall be determined as follows:
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(i)
    
    if this Agreement is terminated by death, the effective date of
shall be the date of Executives death,(ii)
    
    if the Executives employment is terminated due to a
Disability, the effective date of termination shall be thirty (30) days after
the Notice of Termination is given (provided that the Executive shall not have
returned to the effective performance of his duties on a full-time basis during
such period),(iii)
    
    if the Executives employment is terminated for Cause, the
effective date of termination shall be the date specified in the Notice of
Termination,(iv)
    
    if either party gives a Notice of Non-renewal, the effective
date of termination shall be the last day of the Term, and(v)
    
    if the Executives employment is terminated for any other
reason, the effective date of termination shall be sixty (60) days after the
Notice 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 due
Executive under this Agreement and under each plan or program of the Corporation in
which Executive may be participating at the time shall cease to accrue as of the date
of such termination (except, in the case of any such plan or program, if and to the
extent otherwise provided in the terms of such plan or program), and all such
compensation accrued as of the date of such termination but not previously paid shall
be paid to Executive at the time such payment otherwise would be due, and in any event
no later than the Last Payment Date. Unless otherwise expressly provided in the terms
of the bonus plan or program of the Corporation in which the Executive is a participant
at the time of his termination, if the termination of Executives employment is for any
reason other than a termination for Cause in accordance with Section 7(c) above or a
termination without Good Reason in accordance with Section 7(f) above, then a pro rata
portion of the target full years bonus shall be deemed to have accrued for the
Executive under such bonus plan or program for the portion of the year ended on the
date of the termination, which shall be paid to the Executive within 10 days of the
date of termination and no later than the Last Payment Date.(b)
    
    If Executives employment pursuant to this Agreement is terminated by the
Corporation without Cause pursuant to Section 7(d) above, or if the Corporation elects
at any time not to renew or extend this Agreement at the expiration of the then current
Term, and provided that subsection (c) below does not apply, then Executive shall
receive in a single sum payable at the time of termination, and no later than the Last
Payment Date, a cash severance payment (the Severance Payment) from the
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Corporation. The amount of the Severance Payment shall be equal to the Executives then
monthly Base Salary increased by a factor of twenty percent (20%) to account for the
Executives loss of benefits, multiplied by the number of months in the Severance Period
as set forth in Appendix A hereof. Any unvested portion of the Sign-on Option, Sign-on
Restricted Stock, Annual Equity Grants or other equity award granted to Executive by the
Corporation shall become 100% vested and all restrictions shall be waived; in addition,
stock options shall remain exercisable for a period of one (1) year following the date
of termination. If the termination of the Executive occurs prior to December 31, 2010,
in addition to the Severance Payment, Executive shall be entitled to receive an amount
equal to the Annual Equity Grant for such year (the Cash Equivalent Payment), which
amount shall be determined by computing the Annual Equity Grant for the year in question
in the manner set forth in Appendix C. The Cash Equivalent Payment shall be paid in cash
on the date the Annual Equity Grant for the year in which Executives employment
hereunder is terminated would otherwise be issued. Executive shall have the right to
purchase health and dental coverage for himself and his dependents under the Companys
group policies then in effect for the Severance Period. Following the Severance
Period, Executive may be entitled to benefit continuation under COBRA for the remaining
COBRA coverage period. The Severance Payment is subject to required withholding. The
Executive shall not be entitled to Severance Payments in any event if he is terminated
for Cause pursuant to Section 7(c).
 (c)
    
    Termination Following Change in Control.
 (i)
    
    If a Change in Control of the Corporation or The Hotel Networks,
Inc. occurs during the Term of this Agreement, or if Executives employment with
the Corporation is terminated by the Corporation without Cause prior to but in
connection with a Change in Control of the Corporation or The Hotel Networks,
Inc. (meaning that at the time of such termination the Company had entered into
an agreement, the consummation of which would result in a Change in Control, or
any person had publicly announced its intent to take or consider actions that
would constitute a Change in Control, or the Board adopts a resolution to the
effect that a potential Change in Control for purposes of this Agreement has
occurred), then the Executive shall be entitled to the compensation
provided in Section 8(c)(ii) below upon the termination of the Executives
employment by the Corporation or by the Executive, unless the Corporation
elects to terminate this Agreement pursuant to the provisions of Section 7 (a),
(b) or (c) above or because the Executive terminates this Agreement other than
for Good Reason.(ii)
    
    If the Executive shall be terminated from employment with the
Corporation following the occurrence of a Change of Control such that Executive
is entitled to the compensation set forth in this Section 8(c)(ii), then the
Executive shall be entitled to receive the following severance benefits in lieu
of any other benefits the Executive would otherwise be entitled to pursuant to
this Agreement:
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(a)
    
    Severance Payment. The Corporation
shall pay as severance pay to the Executive an amount equal to the Base
Salary that Executive would have received for a twenty-four (24) month
period (the Payment Period) at an annualized rate equal to the higher
of the rate in effect immediately prior to the Change in Control or the
rate in effect on the date of the Notice of Termination. Such cash
payment shall be payable in a single sum, within 10 days following the
Executives Date of Termination and no later than the Last Payment
Date.(b)
    
    Incentive Awards. The Executive shall
receive a cash payment in a single sum, within 10 days following the
Executives Date of Termination, and no later than the Last Payment
Date, in the amount equal a pro rata portion of the target full
years bonus for the Executive under such bonus plan or program for the
portion of the year ending on the date of the termination, with a
partial month counted as a completed month.(c)
    
    Acceleration of Equity Grants. Any
non-vested stock options, restricted stock or other equity award
granted to the Executive by the Corporation shall become 100% vested
and 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 have been
delivered to the executive under any performance-based plan, or 100% of
the total shares under a time-based vesting plan. In addition, (i) any
stock options shall be exercisable until the first to occur of (y) the
expiration date of the applicable option or (z) one (1) year following
the date of termination and (ii) shares of restricted stock or other
equity awards shall be delivered free of all restrictions within 30
days of the date of termination. If any plan pursuant to which stock
options, restricted stock or other equity awards have been issued is
not assumed by the successor entity, all such rights will immediately
accelerate and be exercisable on the date of the Change of Control.(d)
    
    If the termination of the Executive occurs
prior to December 31, 2010, in addition to the Severance Payment,
Executive shall be entitled to receive an amount equal to the Annual
Equity Grant for such year (the Cash Equivalent Payment), which
amount shall be determined by computing the Annual Equity Grant for the
year in question in the manner set forth in Appendix C. The Cash
Equivalent Payment shall be paid in cash on the date the Annual Equity
Grant for the year in which Executives employment hereunder is
terminated would otherwise be issued.
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(e)
    
    Insurance and Welfare Benefits. During
the shorter of (i) the Payment Period or (ii) 18 months following the
date of termination (the Coverage Period) the Executive shall be
entitled to the continuation of the same or equivalent life, health,
hospitalization, dental and disability insurance coverage and other
employee insurance or welfare benefits that he had received (including
equivalent coverage for his spouse and dependent children) immediately
prior to the Change in Control. In the event that Executive is
ineligible under the terms of such insurance to continue to be so
covered, the Corporation shall provide the Executive with substantially
equivalent coverage through other sources. If the Executive prior to a
Change in Control was receiving any cash-in-lieu payments designed to
enable the Executive to obtain insurance coverage of his choosing, the
Corporation shall, in addition to any other benefits to be provided
under this Section 8(c)(ii)(d), provide Executive with a lump-sum
payment equal to the amount of such in-lieu payments that the Executive
would have been entitled to receive over the Coverage Period, no later
than the Last Payment Date. The benefits to be provided under this
Section 8(c)(ii)(d) shall be reduced to the extent of the receipt of
substantially equivalent coverage by the Executive from any successor
employer.(f)
    
    Tax Gross-Up. If any payments received
by Executive pursuant to this Agreement will be subject to the excise
tax (the Excise Tax) imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the Code), or any successor or similar
provision of the Code, the Corporation shall pay to the Executive
additional compensation such that the net amount received by the
Executive after deduction of any Excise Tax (and taking into account
any federal, state and local income taxes payable by the Executive as a
result of the receipt of such gross-up compensation), shall be equal to
the total payments he would have received had no such Excise Tax (or
any interest or penalties thereon) been paid or incurred. The
Corporation shall pay such additional compensation no later than the
Last Payment Date. The calculation of the tax gross-up payment shall
be approved by the Corporations independent certified public
accounting firm and the Executives designated financial adviser.
 (iii)
    
    Notice of Good Reason. If Executive believes that
Executive is entitled to terminate employment with the Corporation for Good
Reason, the Executive may apply in writing to the Corporation for confirmation
of such entitlement prior to the Executives actual separation from employment,
by following the claims procedure set forth in Section 14 hereof. The
submission of such a request by Executive shall not constitute Cause for the
Corporation to terminate an Executive, and Executive shall continue to receive
all compensation and benefits otherwise payable pursuant to this Agreement at
the time of such submission throughout the resolution of the matter pursuant
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to the procedures set forth in Section 14 hereof. If the Executives request
for a termination of employment for Good Reason is denied under 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 claim within ninety
(90) days after the claim is submitted to binding arbitration pursuant to
Section 14(d).
 (iv)
    
    All rights of the Executive pursuant to this Section 8(c) shall
terminate on the second anniversary following the occurrence of a Change in
Control.
 (d)
    
    No Mitigation. The Executive shall not be required to mitigate the
amount of any payments provided for by this Agreement by seeking employment or
otherwise, nor shall the amount of any cash payments or benefit provided under this
Agreement be reduced by any compensation or benefit earned by the Executive after his
Date of Termination (except as provided in Section 8(c)(ii)(d) above).(e)
    
    Additional Requirement for Severance Compensation. The amounts payable
pursuant to this Section 8 shall be paid only upon an Executives execution and
delivery to the Corporation of an agreement and general release in such form as is
acceptable to the Corporation, in its sole discretion, under which, among other things,
the Executive shall release and discharge the Corporation and related persons from all
claims and liabilities relating to the Executives employment with the Corporation
and/or the termination of the Executives employment, including without limitation,
claims under the Age Discrimination in Employment Act and the Older Workers Benefit
Protection Act, where applicable. Notwithstanding anything to the contrary contained
herein, payment of the amounts payable pursuant to this Section 8 will be paid only
after the Release Effective Date and expiration of all periods of permitted rescission
under federal or state law for such releases.
 Confidential Information.
 Patents, Etc.
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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, during the twelve
(12) month period following the Date of Termination, engage in any business or
employment or provide any consulting service to any person or organization, or to a
division or operating unit of any organization which is involved principally in the
provision of television channels, video services, advertising targeting guests in
hotels, or broadband services to lodging or healthcare facilities in the United States
(a Competing Business); provided, however, that the parties acknowledge and agree an
entity involved in the cable, satellite or other pay television business generally
shall not be deemed to be a Competing Business if (i) the provision of video or
broadband services to lodging or healthcare facilities comprises less than twenty (20%)
percent of the revenues of such business or (ii) Executives principal duties do not
involve operation or oversight of that portion of the enterprise involved in the
provision of television channels, video services, advertising targeting guests in
hotels or broadband services to lodging or healthcare facilities). In the event that
Executive violates the provisions of this subparagraph (a), the Corporation shall have
the right, in addition to such other remedies as the Corporation may have available to
it, to recover that portion of the amounts 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 been in violation of the terms of this subparagraph.(b)
    
    During the Term, Executive shall not enter into endeavors that are competitive
with the business or operations of the Corporation, and shall not own an interest in,
manage, operate, join, control, lend money or render financial or other assistance 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 the securities of a publicly
held corporation regularly traded on a national securities exchange or in an
over-the-counter securities market) any Competing Business.
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Successors.
 (a)
    
    The Corporation shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Corporation, by agreement in form and substance
reasonably satisfactory to the Executive, to expressly assume and agree to perform the
obligations of the Corporation under this Agreement in the same manner and to the same
extent that the Corporation would be required to perform this Agreement if no such
succession had taken place. Failure of the Corporation to obtain such agreement prior
to the effective date of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Corporation in the same amount and
on the same terms as he would be entitled to receive hereunder if he terminated his
employment for Good Reason, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, Corporation shall mean the Corporation as
hereinbefore 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 by
operation of law.(b)
    
    This Agreement and all rights of the Executive hereunder shall inure to the
benefit of and be enforceable by the Executives personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. If
the Executive should die after his termination while any amounts would still be payable
to him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to the
Executives devisee, legatee, or other designee or, if there be no such designee, to
the Executives estate.
 Notices.
 Administrator and Claims Procedure.
 (a)
    
    In the event the Executive believes he or she has been wrongfully denied the
payment of benefits, the Executive shall follow the procedures set forth in this
Section 14. If the Executive is claiming benefits as a result of a termination of
employment pursuant to Section 7(c), the Executive shall disregard subsections (b) and
(c) hereof and shall proceed directly to arbitration pursuant to subsection (d0 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 as the
Administrator at any
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time. The Corporation shall give the Executive written notice of any change in the
Administrator, or in the address or telephone number of the same.
 (b)
    
    The Executive, or other person claiming through the Executive, must file a
written claim for benefits with the Administrator as a prerequisite to the payment of
benefits under this Agreement. The Administrator shall make all determinations as to
the right of any person to receive benefits under subsections (b) and (c) of this
Section 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 by the
Administrator and delivered or mailed to the claimant within 30 days after receipt of
the claim, unless special circumstances require an extension of time for processing the
claim. If such an extension is required, written notice of the extension shall be
furnished to the claimant prior to the termination of the initial 30-day period. In no
event shall such extension exceed a period of 30 days from the end of the initial
period. 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 is
based, a description of any additional material or information necessary for the
claimant to perfect his claim, with an explanation of why such material or information
is necessary, and any explanation of claim review procedures, written to the best of
the Administrators ability in a manner that may be understood without legal or
actuarial counsel.(c)
    
    A claimant whose claim for benefits has been wholly or partially denied by the
Administrator may request, within 30 days following the date of such denial, in a
writing addressed to the Administrator, a review of such denial. The claimant shall be
entitled to submit such issues or comments in writing or otherwise as he shall consider
relevant to a determination of his claim, and he may include a request for a hearing in
person before the Administrator. Prior to submitting his request, the claimant shall
be entitled to review such documents as the Administrator shall agree are pertinent to
his claim. The claimant may, at all stages of review, be represented by counsel, legal
or otherwise, of his choice, provided that the fees and expenses of such counsel shall
be borne by the claimant, unless the claimant is successful, in which case, such costs
shall be borne by the Corporation. All requests for review shall be promptly resolved.
The Administrators decision with respect to any such review shall be set forth in
writing and shall be mailed to the claimant not later than 30 days following receipt by
the Administrator of the claimants request unless special circumstances, such as the
need to hold a hearing, require an extension of time for processing, in which case the
Administrators decision shall be so mailed not later than 60 days after receipt of
such request.(d)
    
    A claimant who has followed the procedure in subsections (b) and (c) of this
section, or has been terminated pursuant to Section 7(c) after having been given the
opportunity to be heard by the Board, and who has not obtained full relief on his claim
for benefits, may, within 60 days following his receipt of the Administrators written
decision on review, or the Boards decision, as the case may be, apply in writing to
the Administrator for expedited and binding arbitration of his claim before
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an arbitrator in New York, NY, in accordance with the commercial arbitration rules of
the American Arbitration Association, as then in effect, or pursuant to such other form
of alternative dispute resolution as the parties may agree (collectively, the
arbitration). The Corporation shall advance filing fees and other costs required to
initiate the arbitration, as well as up to $2,500 for Executives initial attorney fees
(which fees and costs shall not be recoverable by the Corporation). The arbitrators
sole authority shall be to interpret and apply the provisions of this Agreement; he
shall not change, add to, or subtract from, any of its provisions. The arbitrator shall
have the authority to award compensatory damages, but shall not have the authority to
award punitive, consequential or exemplary damages. The arbitrator shall have the power
to compel attendance of witnesses at the hearing. Any court having jurisdiction may
enter a judgment based upon such arbitration. The arbitrator shall be appointed by
mutual agreement of the Corporation and the claimant pursuant to the applicable
commercial arbitration rules. The arbitrator shall be a professional person with a
reputation in the community for expertise in employee benefit matters and who is
unrelated to the claimant and any employees of the Corporation. All decisions of the
arbitrator shall be final and binding on the claimant and the Corporation.
 Legal Fees and Expenses.
 Non-Alienation of Benefits.
 Miscellaneous.
 (a)
    
    This Agreement contains the entire agreement of the parties relating to the
subject matter hereof and supersedes any prior written or oral agreements or
understandings relating to the subject matter hereof. No modification or amendment of
this 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 of this Agreement
shall not be deemed to constitute a waiver of any subsequent breach of the same or any
other term or condition. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provisions of this Agreement, or the application thereof to any
person or circumstance, shall, for any reason and to any extent, be held invalid or
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unenforceable, such invalidity and unenforceability shall not affect the remaining
provisions hereof and the application of such provisions to other persons or
circumstances, 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 the
Executive pursuant to this Agreement shall be subject to any withholdings and deductions
required by any applicable tax laws. Any amounts payable to the Executive hereunder
after the death of the Executive shall be paid to the Executives estate or legal
representative. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of any
provision hereof. For purposes hereof, the masculine gender shall be deemed to include
the feminine gender, as appropriate. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed an original but all counterparts
together shall constitute one instrument.
 (b)
    
    This Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Corporation, including any party with which the
Corporation may merge or consolidate or to which it may transfer substantially all of
its assets.(c)
    
    The rights and obligations of Executive under this Agreement are expressly
declared 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, legatees and
legal representatives of his estate, but only to the extent of any remaining financial
obligations of the Corporation.(d)
    
    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, postage
prepaid, addressed as follows:
 If to Executive:
    
    to the address set forth onAppendix B heretoIf to the Corporation:
    
    LodgeNet Interactive Corporation3900 West Innovation StreetSioux Falls, SD 57107Attn: General Counsel
  Prior Agreements Superseded.
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Survival of Certain Provisions
 Compliance with Section 409A of Internal Revenue Code (Section 409A)
 Governing Law.
  EXECUTIVE:
    
    LODGENET INTERACTIVE
CORPORATION:/s/Derek S. White
    
    By:
    
    /s/Scott C. Petersen, PresidentAddress:
    
    10 Spring Oak DriveNewtown, PA 18940
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Appendix A
  Employee Address:
    
    10 Spring Oak DriveNewtown, PA 18940Position/Title:
    
    Senior Vice President, LodgeNet Interactive Corporation.President, The Hotel Networks, Inc.
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Appendix B
 DEFINITIONS
        (a)
    
    any person (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) in effect on
the date hereof) or group of persons acting in concert, other than the
Corporation or any subsidiary thereof or any employee benefit plan of the
Corporation or any subsidiary thereof, becomes the beneficial owner (as such
term is defined in Rule 13d-3 of the Exchange Act except that a person shall
also be deemed the beneficial owner of all securities which such person may
have a right to acquire, whether or not such right is presently exercisable),
directly or indirectly, of securities of the Corporation representing thirty
percent (30%) or more of the combined voting power of the Corporations then
outstanding securities ordinarily having the right to vote in the election of
directors (voting stock); or
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(b)
    
    during any period subsequent to the date of this Agreement, a majority
of the members of the Board shall not for any reason be the individuals who at
the beginning of such period constitute the Board or those persons who are
nominated as new directors by a majority of the current directors or their
successors who have been so nominated; or(c)
    
    there shall be consummated any merger, consolidation (including a
series of mergers or consolidations), or any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation (meaning assets
representing thirty percent (30%) or more of the net tangible assets of the
Corporation or generating thirty percent (30%) or more of the Corporations
operating cash flow), or any other similar business combination or transaction,
but excluding any business combination or transaction which: (i) would
result in the voting stock of the Corporation immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting stock of the surviving entity) more than 70% of the combined voting
power of the voting stock of the Corporation (or such surviving entity)
outstanding immediately after giving effect to such business combination or
transaction; or (ii) would be effected to implement a recapitalization (or
similar transaction) of the Corporation in which no person (as defined in
subsection 3(a) hereof) or group of persons acting in concert becomes the
beneficial owner (as defined in subsection 3(a) hereof) of thirty percent (30%)
or more of the combined voting power of the then outstanding voting stock of
the Corporation; or(d)
    
    the adoption of any plan or proposal for the liquidation or dissolution
of the Corporation; or(e)
    
    the occurrence of any other event that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A of the Exchange Act
in effect on the date hereof.
    (a)
    
    the assignment to the Executive of any duties materially inconsistent
with the Executives positions, duties, responsibilities and status with the
Corporation immediately prior to a Change in Control, or a significant adverse
alteration in the nature of the Executives reporting responsibilities, titles,
or offices as in effect immediately prior to a Change in Control, or any
removal of the
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Executive from, or any failure to reelect the Executive to, any such positions,
except in connection with a termination of the employment of the Executive for
Cause, Permanent Disability, or as a result of the Executives death or by the
Executive other than for Good Reason;
 (b)
    
    a reduction by the Corporation in the Executives base salary or in the
percentage of base salary used in computing Executives bonus 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 (without
substitution of a substantially equivalent plan) from participation in any
benefit, incentive, stock option, health, dental, insurance or pension plan
generally made available to persons at Executives level of responsibility in
the Corporation;(e)
    
    without the Executives express written consent, the requirement by the
Corporation that the Executives principal place of employment be relocated
more than fifty (50) miles from his place of employment prior to the Change in
Control, or travel on the Corporations business to an extent materially
greater than the Executives customary business travel obligations;(f)
    
    the Corporations failure to obtain a satisfactory agreement from any
successor to assume and agree to perform the Corporations obligations under
this Agreement, as contemplated in Section 7(a) hereof.
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Appendix C
 Formula for Calculating Increase in Equity Value of
The Hotel Networks, Inc.
 For 2008
 o
    
    2008 THN Adjusted Operating Cash Flow (AOCF)o
    
    Times: LNET Trailing Twelve Month (TTM) Market Multiple for the preceding calendar
year (updated on an annual basis for future periods)o
    
    Equals: Gross Equity Value of THNo
    
    Less: Cumulative Capital Invested in THN by the Corporation since January 1, 2008
(which specific date is to be used for 2009 and 2010)o
    
    Equals: Increase in THN Net Equity Value for 2008o
    
    Times: Two Percent (2%)o
    
    Equals: THN Net Equity Value to be Converted into LNET Restricted Stocko
    
    Divided by: FMV of LNET Stock on March 1, 2009 (Conversion Date)o
    
    Equals: Number of LNET Restricted Shares to be Issued
  For 2009 and 2010
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GENERAL RELEASE OF ALL CLAIMS
 
    (1)
    
    the right to consult with an attorney before
signing this Release.(2)
    
    Forty-five (45) days, in which to consider this
Release and any ADEA claim; and(3)
    
    Seven (7) days after signing this Release to
revoke this release to any ADEA claim.
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Dated:Employee SignatureDated:
    
    By:
 22