OF
ANY CASH BONUS, WHETHER GUARANTEED OR DISCRETIONARY, ATTRIBUTABLE TO THE
COMPANY'S 2007 FISCAL YEAR AND AWARDED IN ANY PRIOR AGREEMENT.
4A.
ASSIGNMENT; SUCCESSORS.
WITHOUT LIMITING THE PROVISIONS OF
SECTION 2A(D) OF THIS AGREEMENT, THE PARTIES AGREE THAT THIS AGREEMENT IS
PERSONAL IN ITS NATURE AND THAT NONE OF THE PARTIES HERETO SHALL, WITHOUT THE
CONSENT OF THE OTHERS, ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER; PROVIDED, THAT THE COMPANY MAY ASSIGN THIS AGREEMENT TO,
OR ALLOW ANY OF ITS OBLIGATIONS TO BE FULFILLED BY, OR TAKE ACTIONS THROUGH, ANY
AFFILIATE OF THE COMPANY AND, IN THE EVENT OF THE MERGER, CONSOLIDATION,
TRANSFER, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY (A
"TRANSACTION") WITH OR TO ANY OTHER INDIVIDUAL OR ENTITY, THIS AGREEMENT SHALL,
SUBJECT TO THE PROVISIONS HEREOF, BE BINDING UPON AND INURE TO THE BENEFIT OF
SUCH SUCCESSOR AND SUCH SUCCESSOR SHALL DISCHARGE AND PERFORM ALL THE PROMISES,
COVENANTS, DUTIES, AND OBLIGATIONS OF THE COMPANY HEREUNDER, AND IN THE EVENT OF
ANY SUCH ASSIGNMENT OR TRANSACTION, ALL REFERENCES HEREIN TO THE "COMPANY" SHALL
REFER TO THE COMPANY'S ASSIGNEE OR SUCCESSOR HEREUNDER.
FURTHER, IT IS THE
INTENT OF THE PARTIES THAT THIS AGREEMENT SHALL SURVIVE THE SPIN-OFF OF
LENDINGTREE, LLC AND SHALL BE AUTOMATICALLY ASSIGNED TO, ASSUMED BY, AND BINDING
UPON THE NEW PARENT COMPANY OF LENDINGTREE (REFERRED TO HEREIN AS "TREE.COM")
FOLLOWING THE SPIN-OFF.
FOLLOWING THE SPIN-OFF, ALL REFERENCES HEREIN TO
"COMPANY" OR "LENDINGTREE" SHALL THEREAFTER REFER TO TREE.COM.
5A.
WITHHOLDING.
THE COMPANY SHALL MAKE SUCH DEDUCTIONS AND WITHHOLD
SUCH AMOUNTS FROM EACH PAYMENT AND BENEFIT MADE OR PROVIDED TO EXECUTIVE
HEREUNDER, AS MAY BE REQUIRED FROM TIME TO TIME BY APPLICABLE LAW, GOVERNMENTAL
REGULATION OR ORDER.
6A.
HEADING REFERENCES.
SECTION HEADINGS IN THIS AGREEMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
REFERENCES TO "THIS AGREEMENT" OR
THE USE OF THE TERM "HEREOF" SHALL REFER TO THESE STANDARD TERMS AND CONDITIONS
AND THE EMPLOYMENT AGREEMENT ATTACHED HERETO, TAKEN AS A WHOLE.
7A.
REMEDIES FOR BREACH.
EXECUTIVE EXPRESSLY AGREES AND UNDERSTANDS
THAT EXECUTIVE WILL NOTIFY THE COMPANY IN WRITING OF ANY ALLEGED BREACH OF THIS
AGREEMENT BY THE COMPANY, AND THE COMPANY WILL HAVE THIRTY (30) DAYS FROM
RECEIPT OF EXECUTIVE'S NOTICE TO CURE ANY SUCH BREACH.
EXECUTIVE EXPRESSLY
AGREES AND UNDERSTANDS THAT IN THE EVENT OF ANY TERMINATION OF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY DURING THE TERM, THE COMPANY'S CONTRACTUAL
6A
OBLIGATIONS TO EXECUTIVE SHALL BE FULFILLED THROUGH COMPLIANCE WITH ITS
OBLIGATIONS UNDER SECTION 1A OF THE STANDARD TERMS AND CONDITIONS.
EXECUTIVE EXPRESSLY AGREES AND UNDERSTANDS THAT THE REMEDY AT LAW FOR ANY BREACH
BY EXECUTIVE OF SECTION 2A OF THE STANDARD TERMS AND CONDITIONS WILL BE
INADEQUATE AND THAT DAMAGES FLOWING FROM SUCH BREACH ARE NOT USUALLY SUSCEPTIBLE
TO BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, IT IS ACKNOWLEDGED THAT, UPON
EXECUTIVE'S VIOLATION OF ANY PROVISION OF SUCH SECTION 2A, THE COMPANY SHALL BE