ServiceMagic 2010 Annual Report Download - page 136

material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a
written demand for cure by the Reporting Person(s), which demand specifically identifies the manner in which the Company believes that
Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful failure to
perform material duties required by this Agreement (other than any such failure resulting from incapacity due to physical or mental illness)
following receipt of written notice signed by the Reporting Person(s) which specifically identifies the nature of such willful failure to perform
and a reasonable opportunity to cure; (v) a material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts
of interest, which policy had been disseminated to Executive or otherwise made generally available prior to such violation; and (vi) any act or
omission which occurred prior to the Effective Date and which would have constituted “Cause” under any previous employment agreement
between Executive and the Company (the “ Previous Employment Agreements ”).
(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY
EXECUTIVE FOR GOOD REASON . If Executive’s employment hereunder is terminated prior to the expiration of the Term by the Company
for any reason other than Executive’s death, Disability or Cause, or if Executive terminates his employment hereunder prior to the expiration of
the Term for Good Reason, then:
(i) the Company shall pay to Executive an amount equal to the Base Salary Executive would have been paid for the balance of the
applicable Term but in any event for no less than a twelve (12) month period, in the time and manner set forth below;
(ii) the Company shall pay Executive within thirty (30) days after the date of such termination in a lump sum in cash any Accrued
Obligations;
(iii) all equity compensation awards set forth on Schedule A to this Agreement (the “ Pre-Existing Awards ”) that are outstanding and
unvested at the time of such termination of employment immediately shall vest on the date of his termination of employment (his “ Termination
Date
”), and with respect to any such awards other than stock options or stock appreciation rights, such awards shall immediately be settled, and
any then-vested options of Executive included in such awards (including options vesting as a result of this Section 1(d)(iii)), shall remain
exercisable through the date that is the later of (A) eighteen months following the date of such termination and (B) February 19, 2013, but in no
event beyond the scheduled expiration date of such options; provided , however , that to the extent that any such equity awards constitute “non-
qualified deferred compensation” within the meaning of Section 409A, such awards shall vest on Executive’s Termination Date, but only settle
in accordance with their terms in effect as of immediately prior to the Effective Date under the applicable plan and award agreement;
(iv) Executive’s options (the “ MatchCo Options ”) to purchase shares of common stock of MatchCo, $0.01 par value, the 2010 Options
and 2010 RSUs shall vest and, in the case of the 2010 RSUs, be settled, to the extent provided in the applicable award agreements; and
(v) any compensation awards of Executive based on, or in the form of, Company equity ( e.g.
, restricted stock, restricted stock units, stock
options or similar instruments), other than the Pre-
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