Common use of TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON Clause in Contracts

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s employment under this Agreement with or without Cause at any time. Upon termination of Employee’s employment prior to expiration of the Term by the Company for Cause or upon Employee’s resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, 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, a felony offense; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations to Employee under this Agreement; provided, further, that Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s employment shall be deemed to be a termination of Employee’s employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s annual base salary, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s 's employment under this Agreement with or without Cause at any time. Upon termination of Employee’s 's employment prior to expiration of the Term by the Company for Cause or upon Employee’s 's resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, 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, a felony offenseoffense or other crime involving moral turpitude by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s 's obligations to Employee under this Agreement; provided, further, that Employee’s 's employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s 's employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s 's employment shall be deemed to be a termination of Employee’s 's employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “"Good Reason” " shall mean the occurrence of any of the following without Employee’s 's written consent, (i) a material adverse change in Employee’s 's title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the EmployeeEmployee or that is authorized pursuant to this Agreement, (ii) a material reduction in Employee’s 's annual base salary, or (iii) a relocation of Employee’s 's principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Offarea.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The ------------------------------------------------------------------ Company may terminate Employee’s 's employment under this Agreement with or without for Cause at any time. Upon termination of Employee’s employment time prior to the expiration of the Term by the Company for Cause or upon Employee’s resignation Term, and Employee may resign without Good Reason, Reason under this Agreement shall terminate without further obligation by at any time prior to the Company, except for expiration of the payment of any Accrued Obligations (as defined in paragraph 1(f) below)Term. As used herein, “"Cause” " shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offenseoffense by Employee; provided, however, that after indictment, the Company may suspend -------- ------- Employee from the rendition of services, but without limiting or modifying in any other way the Company’s 's obligations to Employee under this Agreement; provided, further, that Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereofbelow; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s 's employment shall be deemed to be a termination of Employee’s 's employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “"Good Reason” " shall mean the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s annual base salary, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.'s

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company Subject to the terms of this Agreement, LTLLC may terminate Employee’s employment under this Agreement with or without Cause at any time. Similarly, subject to the terms of this Agreement, Employee may terminate his employment under this Agreement with or without Good Reason at any time. Upon termination of Employee’s employment Termination of Employment prior to expiration of the Term by the Company LTLLC for Cause or upon Employee’s resignation without Good Reason, this Agreement shall will terminate without further obligation by the CompanyCompany Group, except for the payment of any Accrued Obligations (as defined in paragraph Section 1(f) below) within thirty (30) days of such Termination of Employment (or earlier, to the extent required by applicable law). As used herein, “Cause” shall meanmeans: (ia) the plea of guilty or nolo contendere to, or conviction for, a felony offense; provided, however, provided however that after indictment, the Company Group may suspend Employee from the rendition of services, but without limiting or modifying in any other way the CompanyCompany Group’s obligations to Employee under this Agreement; provided, further, provided further that Employee’s employment shall will be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (iib) a material breach by Employee of a fiduciary duty owed to the CompanyCompany Group; (iiic) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (ivd) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s employment shall can be deemed to be a termination Termination of Employee’s employment Employment for Cause, (A) the Company shall Group must provide written notice to Employee that identifies the conduct described in clauses (iib), (iiic) or (ivd) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall will have failed to remedy such event or condition within 30 days after Employee shall have has received the written notice from the Company Group described above. As used herein, “Good Reason” shall mean means the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s titletitle at the Company, dutiesduties for the Company Group, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree the Company from those in effect immediately following the Effective Agreement Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company Group promptly after receipt of notice thereof given by Employee and for purposes of this subclause it shall be considered a material adverse change if immediately following a Change of Control (as defined below) Employee is not the Employeechief executive officer of the ultimate parent entity of the combined or surviving entity resulting from such Change of Control, (ii) a material reduction in Employee’s annual base salary, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then residentarea, or (iv) a material breach by the Company Group of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company Group promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Subject to the terms of this Agreement, the Company Group may terminate Employee’s 's employment under this Agreement with or without Cause at any time. Similarly, subject to the terms of this Agreement, Employee may terminate his employment under this Agreement with or without Good Reason at any time. Upon termination of Employee’s 's employment prior to expiration of the Term by the Company Group for Cause or upon Employee’s 's resignation without Good Reason, this Agreement shall will terminate without further obligation by the CompanyCompany Group, except for the payment of any Accrued Obligations (as defined in paragraph Section 1(f) below) within thirty (30) days of such termination (or earlier, to the extent required by applicable law). As used herein, “"Cause” shall mean" means: (ia) the plea of guilty or nolo contendere to, or conviction for, a felony offense; provided, however, provided however that after indictment, the Company Group may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s Company Group's obligations to Employee under this Agreement; provided, further, provided further that Employee’s 's employment shall will be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s 's employment for Cause; (iib) a material breach by Employee of a fiduciary duty owed to the CompanyCompany Group; (iiic) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (ivd) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s 's employment shall can be deemed to be a termination of Employee’s 's employment for Cause, (A) the Company shall Group must provide written notice to Employee that identifies the conduct described in clauses (iib), (iiic) or (ivd) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall will have failed to remedy such event or condition within 30 days after Employee shall have has received the written notice from the Company Group described above. As used herein, “"Good Reason” shall mean " means the occurrence of any of the following without Employee’s 's written consent, (i) a material adverse change in Employee’s title's, dutiestitle at the Company, duties for the Company Group, operational authorities or reporting responsibilities as they relate to Employee’s 's position as Chairman and Chief Executive Officer of LendingTree the Company from those in effect immediately following the Effective Agreement Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company Group promptly after receipt of notice thereof given by Employee and for purposes of this subclause it shall be considered a material adverse change if immediately following a Change of Control (as defined below) Employee is not the Employeechief executive officer of the ultimate parent entity of the combined or surviving entity resulting from such Change of Control, (ii) a material reduction in Employee’s 's annual base salary, (iii) a relocation of Employee’s 's principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then residentarea, or (iv) a material breach by the Company Group of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company Group promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate In the event Employee’s employment under is terminated by the Company and LogistiCare for Cause or Employee terminates Employee’s employment without Good Reason, all of Employee’s rights to Base Salary, Benefits and Bonus, if any, shall immediately terminate as of the date of such termination, except that (i) Employee shall be entitled to any earned and unpaid portion of Employee’s Base Salary and accrued Benefits up to the date of termination, less all deductions or offsets for amounts owed by Employee to the Company, LogistiCare or any other Affiliate, and reimbursement for business expenses incurred in accordance with the terms of Section 3(e) but unreimbursed as of the date of termination (such amounts and benefits collectively in this Agreement with or clause (i), the “Accrued Amounts”), and (ii) in the event Employee terminates Employee’s employment without Cause at Good Reason (but excluding, for the avoidance of doubt, any time. Upon termination of Employee’s employment prior to expiration of the Term by the Company or LogistiCare for Cause or upon Employee’s resignation without Good ReasonCause), this Agreement Employee shall terminate without further obligation by be entitled to receive (other than in respect of the Company, except for 2019 calendar year) any Bonus (if earned under the payment of any Accrued Obligations relevant performance criteria) relating to a fiscal year which was completed before such termination (payable as defined set forth in paragraph 1(f) belowSection 3(b)(i)). As used hereinIn such an event, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense; provided, however, that after indictment, neither the Company may suspend Employee from the rendition of services, but without limiting or modifying in nor LogistiCare shall have any other way the Company’s further obligations to Employee under this Agreement; provided. Without limiting the foregoing, further, that Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s employment shall be deemed to be a termination of Employee’s employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curablesuch an event, Employee shall have failed not be entitled to remedy any Bonus, prorated or otherwise, for the year in which such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s annual base salary, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Offtermination occurs.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s 's employment under this Agreement with or without Cause at any time. Upon termination of Employee’s 's employment prior to expiration of the Term by the Company for Cause or upon Employee’s 's resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, 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, a felony offense; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s 's obligations to Employee under this Agreement; provided, further, that Employee’s 's employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s 's employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s 's employment shall be deemed to be a termination of Employee’s 's employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “"Good Reason” " shall mean the occurrence of any of the following without Employee’s 's written consent, (i) a material adverse change in Employee’s 's title, duties, operational authorities or reporting responsibilities as they relate to Employee’s 's position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s 's annual base salary, (iii) a relocation of Employee’s 's principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s employment under this Agreement with or without for Cause at any time. Upon termination of Employee’s employment time prior to the expiration of the Term by the Company for Cause or upon Employee’s resignation Term, and Employee may resign from employment under this Agreement without Good Reason, this Agreement shall terminate without further obligation by Reason at any time prior to the Company, except for expiration of the payment of any Accrued Obligations (as defined in paragraph 1(f) below)Term. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations to Employee under this Agreement; provided, further, that offense by Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereofbelow; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation Agreement that, in the case of Employee’s employment shall be deemed to be a termination of Employee’s employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses clause (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is if curable, is not cured by Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the is provided with written notice from the Company described abovethereof. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s prior written consent, other than in connection with the termination of Employee’s employment for Cause: (i) a material adverse change in Employee’s title, duties, operational authorities title or a material diminution in Employee’s duties or reporting responsibilities from those set forth in Section 1A (it being understood that it shall not be Good Reason under this clause (i) for any purpose of this Agreement if the Company ceases to be publicly-traded so long as they relate to Employee’s position as Chairman (A) USAi (or Xxxxx Xxxxxx) has a direct or indirect Controlling Interest in the Company and (B) Employee remains Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the EmployeeCompany), (ii) a material failure to pay or a reduction in Employee’s annual base salaryBase Salary or minimum bonus, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the CharlotteCompany’s headquarters in Seattle, North Carolina or New York, New York metropolitan areas the Employee is then residentWashington, or (iv) a material breach by the Company of this AgreementAgreement that, excluding for this purpose any such action that in each case above, if curable, is an isolated and inadvertent action not taken in bad faith and that is remedied cured by the Company promptly within 30 days after receipt the Company is provided written notice thereof. In the event of notice thereof given Employee’s termination for Cause or resignation without Good Reason, this Agreement shall terminate without further obligation by the Employee. Notwithstanding Company, except for the foregoingpayment within 30 days following such termination of employment of any Accrued Obligations (as defined in paragraph 1(f) below), there and Employee shall be no Good Reason as it relates entitled to the transitional position of President Accrued Benefits and Chief Operating Officer of the Company prior to the LT Spin-OffBonuses (as defined in Section 1(g) below).

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s employment under this Agreement with or without Cause at any time. Upon termination of Employee’s employment prior to expiration of the Term by the Company for Cause or upon Employee’s resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, 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, a felony offenseoffense or other crime involving moral turpitude by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations to Employee under this Agreement; provided, further, that Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s employment shall be deemed to be a termination of Employee’s employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the EmployeeEmployee or that is authorized pursuant to this Agreement or that relate to new businesses not operated by the Company as of the date of this Agreement, (ii) a material reduction in Employee’s annual base salary, or (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then resident, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Offarea.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s 's employment under this Agreement with or without Cause at any time. Upon termination of Employee’s 's employment prior to expiration of the Term by the Company for Cause or upon Employee’s 's resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph Section 1(f) below)) within thirty (30) days of such termination. As used herein, “"Cause” " shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense; provided, howeverprovided however , that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s 's obligations to Employee under this Agreement; providedprovided , further, further that Employee’s 's employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s 's employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s 's employment shall be deemed to be a termination of Employee’s 's employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “"Good Reason” " shall mean the occurrence of any of the following without Employee’s 's written consent, (i) a material adverse change in Employee’s 's, title, duties, operational authorities or reporting responsibilities as they relate to Employee’s 's position as Chairman and Chief Executive Officer of LendingTree the Company from those in effect immediately following the Effective Agreement Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s 's annual base salary, (iii) a relocation of Employee’s 's principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then residentarea, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.

TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate Employee’s employment under this Agreement with or without Cause at any time. Upon termination of Employee’s employment prior to expiration of the Term by the Company for Cause or upon Employee’s resignation without Good Reason, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph Section 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense; provided, provided however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations to Employee under this Agreement; provided, further, further that Employee’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Employee’s employment for Cause; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. Before a cessation of Employee’s employment shall be deemed to be a termination of Employee’s employment for Cause, (A) the Company shall provide written notice to Employee that identifies the conduct described in clauses (ii), (iii) or (iv) above, as applicable, and (B) in the event that the event or condition is curable, Employee shall have failed to remedy such event or condition within 30 days after Employee shall have received the written notice from the Company described above. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s written consent, (i) a material adverse change in Employee’s ’s, title, duties, operational authorities or reporting responsibilities as they relate to Employee’s position as Chairman and Chief Executive Officer of LendingTree the Company from those in effect immediately following the Effective Date, excluding for this purpose any such change that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee, (ii) a material reduction in Employee’s annual base salary, (iii) a relocation of Employee’s principal place of business more than 25 miles from whichever of either the Charlotte, North Carolina or New York, New York metropolitan areas the Employee is then residentarea, or (iv) a material breach by the Company of this Agreement, excluding for this purpose any such action that is an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee. Notwithstanding the foregoing, there shall be no Good Reason as it relates to the transitional position of President and Chief Operating Officer of the Company prior to the LT Spin-Off.