Common use of TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE Clause in Contracts

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE. Upon termination of Employee’s employment prior to the expiration of the Term by the Company for any reason other than Employee’s death or Disability or for Cause, then (i) the Company shall continue to pay Employee the Base Salary through the end of the Salary Continuation Period over the course of such period, such Cash Severance Payments payable in equal biweekly installments in accordance with the Company’s payroll practice as in effect from time to time; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g) below); (iii) the Company shall pay in cash to Employee for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any Equity Awards that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the Equity Acceleration Period shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall govern.

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE. Upon termination of The Company may terminate the Employee’s employment prior without Cause. In the event the Company terminates the Employee’s employment other than for death, Disability or Cause, the Company shall pay the Employee’s Accrued Compensation through the Date of Termination, and, in addition, subject to Section 5.9: (a) the Company shall pay to the expiration of Employee a cash severance benefit equal to the Term by the Company for any reason other than Employee’s death or Disability or Base Compensation for Causea period of one (1) year following the Date of Termination, then which payments shall be made on the Company’s normal payroll dates; and (ib) the Company shall continue to pay provide the Employee the Base Salary through the end of the Salary Continuation Period over the course of such periodhealth, such Cash Severance Payments payable in equal biweekly installments in accordance with dental and disability insurance at the Company’s payroll practice cost for a period of one (1) year following the Date of Termination. After such one (1) year period the Company shall, at Employee’s option, transfer to the Employee any disability insurance policy in place for the benefit of Employee, which thereafter will be maintained by the Employee at his cost; and (c) all restrictions shall lapse on 25% of the restricted stock or similar awards held by the Employee on the Date of Termination which were not otherwise non-forfeitable as in effect from time of the Date of Termination, and the then unvested portion of the stock options held by the Employee on the Date of Termination shall vest and become immediately exercisable with respect to time; the greater of (i) 25% of the then unvested number of shares of common stock underlying such stock options or (ii) the Company shall pay Employee within 30 days 125,000 of the date then unvested number of shares of common stock underlying such stock options (but not more than all of the then unvested shares of common stock underlying such stock options). Notwithstanding anything to the contrary in this Section 5.5, if the Company’s termination in of the Employee’s employment for reasons other than death, Disability or Cause is also deemed a lump sum in cash any Accrued Obligations (as defined Qualifying Termination, the Employee shall be entitled to receive the payments, benefits and other consideration set forth in Section 1(g5.8(b) below); (iii) the Company shall pay hereof in cash to Employee for each month between the date lieu of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then those set forth in place; and (iv) any Equity Awards that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the Equity Acceleration Period shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall governSection 5.5.

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE. Upon termination of EmployeeIf Executive’s employment hereunder is terminated prior to the expiration of the Term by the Company for any reason other than EmployeeExecutive’s death or Disability or for CauseCause or if Executive resigns for Good Reason (as defined below) prior to the expiration of the Term, then then: (i) the Company shall continue to pay Employee to Executive the Base Salary through for twelve (12) months from the end of the Salary Continuation Period over the course date of such periodtermination or resignation, such Cash Severance Payments payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time; ) over the course of such twelve (12) months; (ii) if such termination or resignation occurs prior to the first anniversary of the Effective Date, twenty-five percent (25%) of the IAC Stock Option Award shall vest as of the date of such termination or resignation; (iii) the ServiceMagic Stock Option Award shall be treated in the manner set forth in Exhibit A hereto; and (iv) the Company shall pay Employee Executive within 30 thirty (30) days of the date of such termination or resignation in a lump sum in cash any Accrued Obligations (as defined in Section 1(gparagraph 1(f) below); (iii. The payment to Executive of the severance benefits described in this Section 1(d) shall be subject to Executive’s execution and non-revocation of a general release of the Company shall pay and its affiliates, in cash a form substantially similar to Employee that used for each month between the date of termination and the end similarly situated executives of the Salary Continuation Period an amount equal Company and its affiliates, such general release to be executed and promptly delivered to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee (and Employeein no event later than 21 days following Executive’s eligible dependents to the extent such coverage is then in place; and (iv) any Equity Awards that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during or such longer period as may be required by applicable law) and Executive’s compliance with the Equity Acceleration Period restrictive covenants set forth in Section 2 hereof. Such release shall vest as of the date of such make clear that Executive is not releasing his right to receive any termination of employment; provided that benefits pursuant to this Section 1(d) above and/or under any equity award plans governing any outstanding equity award with a vesting schedule then held by Executive. Executive acknowledges and agrees that would, but for a termination of employment, have resulted the severance benefits described in a smaller percentage (or nonethis Section 1(d) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of the termination constitutes good and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement valuable consideration for such Equity Award shall governrelease.

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE. Upon termination of If Employee’s employment prior to the expiration of the Term is terminated by the Company for any reason other than Employee’s death or Disability or Disability, for Cause, or expiration of the Term, then (i) the Company shall continue to pay Employee the his Termination Base Salary through the end of the Salary Continuation Period over the course of such periodSalary, such Cash Severance Payments less applicable tax withholdings, payable in equal biweekly installments in accordance with for a period of 18-months following the Companydate of Employee’s payroll practice as in effect from time to timetermination (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”); (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g1(i) below); (iii) the Company shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Term of the Agreement (such period, the “Equity Acceleration Period Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the termination of employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid.

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE. Upon termination of If Employee’s employment prior to the expiration of the Term is terminated by the Company for any reason other than Employee’s death or Disability or Disability, for Cause, or expiration of the Term, then (i) the Company shall continue to pay Employee the his Base Salary through the end of the Salary Continuation Period over the course of such periodSalary, such Cash Severance Payments less applicable tax withholdings, payable in equal biweekly installments in accordance with for a period of 18-months following the Companydate of Employee’s payroll practice as in effect from time to timetermination (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”); (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g1(i) below); (iii) the Company shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Term of the Agreement (such period, the “Equity Acceleration Period Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the termination of employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid.