ServiceMagic 2010 Annual Report Download - page 139

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Executive is a party, if any ( provided , that any election made by Executive pursuant to any deferred compensation arrangement that is subject
to Section 409A regarding the schedule for payment of such deferred compensation shall prevail over this Section 1(f) to the extent inconsistent
herewith).
(g) NON-RENEWAL . If the Company does not renew this Agreement at the end of the Term then, provided Executive’s employment
hereunder continues through the expiration date then in effect, effective as of such expiration date, Executive’s employment with the Company
automatically will terminate and the Company and Executive shall have the same rights and obligations hereunder as they would if the Company
had terminated Executive’s employment hereunder prior to the end of the Term for any reason other than Executive’s death, Disability or Cause.
(h) RESIGNATION FROM ALL POSITIONS . Notwithstanding any other provision of this Agreement, upon the termination of
Executive’s employment for any reason, unless otherwise requested by the Board of Directors of the Company, Executive shall immediately
resign as of the Termination Date from all positions that he holds with the Company and any of its subsidiaries, including, without limitation, the
Board of Directors of the Company and all boards of directors of any subsidiary of the Company or any parent company of the Company.
Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company.
2.
CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS .
(a) CONFIDENTIALITY . Executive acknowledges that, while employed by the Company, Executive has occupied and will occupy a
position of trust and confidence. The Company has provided and shall provide Executive with “Confidential Information” as referred to below.
Executive shall not, except as Executive in good faith deems appropriate to perform Executive’s duties hereunder or as required by applicable
law or regulation, governmental investigation, subpoena, or in connection with enforcing the terms of this Agreement (or any agreement
referenced herein) without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, whether directly or
indirectly, any Confidential Information regarding the Company or any of its subsidiaries or affiliates. “ Confidential Information ”
shall mean
information about the Company or any of its subsidiaries or affiliates, and their respective businesses, employees, consultants, contractors,
clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes or otherwise
generally made available to the public (other than by Executive’s breach of the terms hereof or the terms of any previous confidentiality
obligation by Executive to the Company) and that was learned or developed by Executive in the course of employment by the Company or any
of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client
and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential
Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and
its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage. Executive
agrees to deliver or return to the Company, at the Company’s written request at any
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