PRODUCTS; (II) "SIMILAR PRODUCTS" MEANS ANY
PRODUCTS OR SERVICES THAT ARE THE SAME (OR SUBSTANTIALLY THE SAME) AS ANY OF THE
(A) TYPES OF PRODUCTS OR SERVICES THAT THE ONLINE LOAN ORIGINATION, ONLINE LOAN
BROKERAGE, OR ONLINE REAL ESTATE BROKERAGE BUSINESSES OF HOME LOAN CENTER, INC.,
LENDINGTREE AND/OR THE COMPANY OR (B) SIGNIFICANT TYPES OF PRODUCTS OR SERVICES
THAT ANY OTHER BUSINESS FOR WHICH EXECUTIVE HAS DIRECT OR INDIRECT
RESPONSIBILITY HEREUNDER, IN EACH CASE, PROVIDES, HAS PROVIDED OR PLANNED TO
PROVIDE DURING EXECUTIVE'S EMPLOYMENT HEREUNDER; AND (III) EXECUTIVE SHALL BE
CONSIDERED TO HAVE BECOME "ASSOCIATED WITH A COMPETITIVE ACTIVITY" IF EXECUTIVE
BECOMES DIRECTLY OR INDIRECTLY INVOLVED AS AN OWNER, PRINCIPAL, EMPLOYEE,
OFFICER, DIRECTOR, INDEPENDENT CONTRACTOR, REPRESENTATIVE, STOCKHOLDER,
FINANCIAL BACKER, AGENT, PARTNER, MEMBER, ADVISOR, LENDER, CONSULTANT OR IN ANY
OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY WITH ANY INDIVIDUAL, PARTNERSHIP,
CORPORATION OR OTHER ORGANIZATION THAT IS ENGAGED IN A COMPETITIVE ACTIVITY.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE MAY MAKE AND RETAIN INVESTMENTS DURING
THE RESTRICTED PERIOD, FOR INVESTMENT PURPOSES ONLY, IN LESS THAN ONE PERCENT
(5%) OF THE OUTSTANDING CAPITAL STOCK OF ANY PUBLICLY-TRADED CORPORATION ENGAGED
IN A COMPETITIVE ACTIVITY IF THE STOCK OF
3A
SUCH CORPORATION IS EITHER LISTED ON A NATIONAL STOCK EXCHANGE OR ON THE NASDAQ
NATIONAL MARKET SYSTEM IF EXECUTIVE IS NOT OTHERWISE AFFILIATED WITH SUCH
CORPORATION.
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE'S COVENANTS UNDER THIS
SECTION 2A(B) ARE A MATERIAL INDUCEMENT TO THE COMPANY'S ENTERING INTO THIS
AGREEMENT.
(H)
NON-SOLICITATION OF EMPLOYEES.
EXECUTIVE RECOGNIZES THAT HE OR
SHE WILL POSSESS CONFIDENTIAL INFORMATION ABOUT OTHER EMPLOYEES, CONSULTANTS AND
CONTRACTORS OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES RELATING TO THEIR
EDUCATION, EXPERIENCE, SKILLS, ABILITIES, COMPENSATION AND BENEFITS, AND
INTER-PERSONAL RELATIONSHIPS WITH SUPPLIERS TO AND CUSTOMERS OF THE COMPANY AND
ITS SUBSIDIARIES OR AFFILIATES.
EXECUTIVE RECOGNIZES THAT THE INFORMATION HE OR
SHE WILL POSSESS ABOUT THESE OTHER EMPLOYEES, CONSULTANTS AND CONTRACTORS IS NOT
GENERALLY KNOWN, IS OF SUBSTANTIAL VALUE TO THE COMPANY AND ITS SUBSIDIARIES OR
AFFILIATES IN DEVELOPING THEIR RESPECTIVE BUSINESSES AND IN SECURING AND
RETAINING CUSTOMERS, AND WILL BE ACQUIRED BY EXECUTIVE BECAUSE OF EXECUTIVE'S
BUSINESS POSITION WITH THE COMPANY.
EXECUTIVE AGREES THAT, DURING EXECUTIVE'S
EMPLOYMENT HEREUNDER AND FOR A PERIOD OF TWELVE (12) MONTHS THEREAFTER,
(I) EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY, HIRE OR SOLICIT OR RECRUIT ANY
PERSON THEN EMPLOYED BY THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES AND/OR
AFFILIATES WITH WHOM EXECUTIVE HAS HAD DIRECT CONTACT DURING HIS OR HER
EMPLOYMENT HEREUNDER, IN ALL CASES, FOR THE PURPOSE OF BEING EMPLOYED BY
EXECUTIVE OR BY ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM, CORPORATION OR
OTHER ENTITY ON WHOSE BEHALF EXECUTIVE IS ACTING AS AN AGENT, REPRESENTATIVE OR
EMPLOYEE; AND (II) EXECUTIVE WILL NOT CONVEY ANY SUCH CONFIDENTIAL INFORMATION
OR TRADE SECRETS ABOUT EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES TO ANY OTHER PERSON EXCEPT WITHIN THE SCOPE OF EXECUTIVE'S DUTIES
HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE RESTRICTIONS SET FORTH
IMMEDIATELY ABOVE SHALL, IN THE CASE OF EMPLOYEES WITH WHOM EXECUTIVE HAD A
DIRECT WORKING RELATIONSHIP PRIOR TO