ServiceMagic 2010 Annual Report Download - page 140

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time or upon termination or expiration of Executive’s employment or as soon thereafter as possible, all documents, computer tapes and disks,
records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its subsidiaries or
affiliates or prepared by Executive in the course of Executive’s employment by the Company and its subsidiaries or affiliates; provided, that,
Executive may retain his personal effects, copies of documentation reasonably necessary for Executive to prepare his tax returns and documents
relating to Executive’s compensation. As used in this Agreement, “subsidiaries” and “affiliates” shall mean any company controlled by,
controlling or under common control with the Company.
(b) NON-COMPETITION . In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the
receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s
employment with the Company and for a period of (12) twelve months thereafter, or if longer, a number of months thereafter equal to the
number of months of Base Salary continuation received pursuant to Section 1(d)(i), Executive shall not, without the prior written consent of the
Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “
Competitive Activity ” means any business or other endeavor involving products or services that are the same or similar to products or services
(the “ Company Products or Services ”) that any business of the Company is engaged in providing as of the date hereof or at any time during
the Term, provided (A) such business or endeavor constituted at least 20% of the revenues of the Company during one of the two Company
fiscal years immediately preceding the fiscal year in which Executive’s termination of employment with the Company occurs, and (B) such
business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the
relevant Company Products or Services, and (ii) 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 anything else in this
Section 2(b), (1) Executive may become employed by or provide services to a partnership, corporation or other organization that is engaged in a
Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (2) Executive
may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-
traded corporation engaged in a
Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System
and if Executive is not otherwise affiliated with such corporation, (3) if Executive’s employment hereunder is terminated by the Company for
any reason other than Executive’s death, Disability or Cause, or is terminated by Executive for Good Reason, then the restrictions contained in
this Section 2(b) shall lapse, other than with respect to the “personals” business (which includes, without limitation, the business of MatchCo),
with respect to which the restrictions contained in this Section 2(b) shall apply, and (4) Executive shall only be subject to the restrictions
contained in this Section 2(b) to the extent the activity that would otherwise be prohibited by this Section 2(b) poses a reasonable competitive
threat to the Company, which determination shall be made by the Company in good faith.
6