ServiceMagic 2010 Annual Report Download - page 150

STANDARD TERMS AND CONDITIONS
2. TERMINATION OF EXECUTIVE’S EMPLOYMENT .
(a) DEATH . In the event Executive’s employment hereunder is terminated by reason of Executive’s death, the Company shall
pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base
Salary through the end of the month in which death occurs and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).
(b) DISABILITY . If, as a result of Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have
been absent from the full-time performance of Executive’s duties with the Company for a period of four (4) consecutive months and, within
thirty (30) days after written notice is provided to Executive by the Company (in accordance with Section 4A hereof), Executive shall not have
returned to the full-time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by the Company
for Disability. During any period prior to such termination during which Executive is absent from the full-time performance of Executive’s
duties with the Company due to Disability, the Company shall continue to pay Executive’
s Base Salary at the rate in effect at the commencement
of such period of Disability, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the
Company. Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within thirty (30) days of such
termination (i) Executive’s Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts
payable to Executive under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations (as defined in
paragraph 1(f) below).
(c) TERMINATION FOR CAUSE . Upon the termination of Executive’s employment by the Company for Cause (as defined
below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1
(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony
offense by Executive; provided , however , that after indictment, the Company may suspend Executive from the rendition of services, but
without limiting or modifying in any other way the Company’s obligations under this Agreement; provided , further , that Executive’s
employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate
Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting
Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive’
s fitness to continue in
his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach
occurred is not in the good faith discretion of the Reporting Officer); (iii) a material breach by Executive of any of the covenants made by
Executive in Section 2 hereof, provided, however, that in the event such 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 Officer, which demand
specifically identifies the manner in which the Company believes that Executive has materially