Exhibit 4.3


 


VIMEO, INC.

2021 STOCK AND ANNUAL INCENTIVE PLAN


 


Section 1.     PURPOSE;
DEFINITIONS


 


The purposes of this Plan are to give the Company
a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the
Company and its Subsidiaries and Affiliates with a stock and incentive plan providing incentives directly linked to stockholder value.
Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this
Plan, the following terms are defined as set forth below:


 


(a)            “Adjusted
Award” means (i) any equity-based award granted by IAC that is converted into an equity-based award relating to the Company
upon the occurrence of a separation of the Company from IAC, or (ii) any equity-based award granted by Vimeo.com, Inc. (f/k/a
Vimeo, Inc.) that is converted into an equity-based award relating to the Company in connection with a separation of the Company
from IAC.


 


(b)            “Affiliate”
means a corporation or other entity controlled by, controlling or under common control with, the Company.


 


(c)            “Affiliated
Persons” means, with respect to any specified Person, (i) such specified Person’s parents, spouse, siblings, descendants,
step children, step grandchildren, nieces and nephews and their respective spouses, (ii) the estate, legatees and devisees of such
specified Person and each of the Persons referred to in clause (i), and (iii) any company, partnership, trust or other entity or
investment vehicle controlled by any of the Persons referred to in clause (i) or (ii) or the holdings of which are for the
primary benefit of any of such Persons.


 


(d)            “Applicable
Exchange” means the NASDAQ or such other securities exchange as may at the applicable time be the principal market for the
Common Stock.


 


(e)            “Award”
means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, other stock-based award or Cash-Based Award granted
or assumed pursuant to the terms of this Plan.


 


(f)            “Award
Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award.


 


(g)            “Board”
means the Board of Directors of the Company.


 


(h)            “Cash-Based
Award” means an Award denominated in a dollar amount.


 


(i)            “Cause”
means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which
the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) the
willful or gross neglect by a Participant of his employment duties; (B) the plea of guilty or nolo contendere to, or conviction
for, the commission of a felony offense by a Participant; (C) a material breach by a Participant of a fiduciary duty owed to the
Company or any of its subsidiaries; (D) a material breach by a Participant of any nondisclosure, non-solicitation or non-competition
obligation owed to the Company or any of its Affiliates; (E) a material violation of any of the Company’s “Core Policies,”
including its insider trading and harassment policies; or (F) before a Change in Control, such other events as shall be determined
by the Committee and set forth in a Participant’s Award Agreement. Notwithstanding the general rule of Section 2(c),
following a Change in Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo
review.


 


(j)            “Change
in Control” has the meaning set forth in Section 10(a).


 






     


     


    

 


(k)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder
and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific
section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.


 


(l)            “Commission”
means the Securities and Exchange Commission or any successor agency.


 


(m)            “Committee”
has the meaning set forth in Section 2(a).


 


(n)            “Common
Stock” means common stock, par value $0.001 per share, of the Company.


 


(o)            “Company”
means Vimeo, Inc., a Delaware corporation, or its successor.


 


(p)            “Disability”
means (i) “Disability” as defined in any Individual Agreement to which the Participant is a party, or (ii) if there
is no such Individual Agreement or it does not define “Disability,” (A) permanent and total disability as determined
under the Company’s long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to
the Participant or the Committee determines otherwise in an applicable Award Agreement, “Disability” as determined by the
Committee. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability
as defined in Section 22(e)(3) of the Code and, with respect to all Awards, to the extent required by Section 409A of
the Code, Disability shall mean “disability” within the meaning of Section 409A of the Code.


 


(q)            “Disaffiliation”
means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation,
as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division
of the Company and its Affiliates.


 


(r)            “Eligible
Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates,
and prospective directors, officers, employees and consultants who have accepted offers of employment or consultancy from the Company
or its Subsidiaries or Affiliates.


 


(s)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.


 


(t)            “Fair
Market Value” means, unless otherwise determined by the Committee, the closing price of a share of Common Stock on the Applicable
Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next
preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed
on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion, provided that
such determination shall be made in a manner consistent with any applicable requirements of Section 409A of the Code.


 


(u)            “Free-Standing
SAR” has the meaning set forth in Section 5(b).


 


(v)            “Grant
Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an
Award and determines the number of Shares to be subject to such Award or the formula for earning a number of shares or cash amount, (ii) such
later date as the Committee shall provide in such resolution, and (iii) the initial date on which a Adjusted Award was granted by
IAC or Vimeo.com, Inc. (f/k/a Vimeo, Inc.), as applicable.


 


(w)            “IAC”
means IAC/InterActiveCorp, a Delaware corporation.


 






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(x)            “Incentive
Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option”
within the meaning of Section 422 of the Code, and that in fact so qualifies.


 


(y)            “Individual
Agreement” means an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries
or Affiliates.


 


(z)            “NASDAQ”
means the National Association of Securities Dealers Inc. Automated Quotation System.


 


(aa)          “Nonqualified
Option” means any Option that is not an Incentive Stock Option.


 


(bb)         “Option”
means an Award described under Section 5.


 


(cc)          “Participant”
means an Eligible Individual to whom an Award is or has been granted.


 


(dd)         “Permitted
Holders” means any one or more of (i) Barry Diller, (ii) each of the respective Affiliated Persons of Barry Diller
and (iii) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities
of which are beneficially owned by any one or more of the Persons referred to in clauses (i) or (ii).


 


(ee)          “Performance
Goals” means the performance goals established by the Committee in connection with the grant of an Award.


 


(ff)           “Person”
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity
of any kind.


 


(gg)         “Plan”
means this Vimeo, Inc. 2021 Stock and Annual Incentive Plan, as set forth herein and as hereafter amended from time to time.


 


(hh)         “Restricted
Stock” means an Award described under Section 6.


 


(ii)            “Restricted
Stock Units” means an Award described under Section 7.


 


(jj)            “Retirement”
means retirement from active employment with the Company, a Subsidiary or Affiliate at or after the Participant’s attainment of
age 65.


 


(kk)          “RS
Restriction Period” has the meaning set forth in Section 6(b)(ii).


 


(ll)            “RSU
Restriction Period” has the meaning set forth in Section 7(b)(ii).


 


(mm)        “Share”
means a share of Common Stock.


 


(nn)         “Stock
Appreciation Right” has the meaning set forth in Section 5(b).


 


(oo)         “Subsidiary”
means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.


 


(pp)         “Tandem
SAR” has the meaning set forth in Section 5(b).


 


(qq)         “Term”
means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon
Termination of Employment or otherwise, as specified in the applicable Award Agreement.


 






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(rr)           “Termination
of Employment” means the termination of the applicable Participant’s employment with, or performance of services for,
the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if a Participant’s employment
with, or membership on a board of directors of, the Company and its Affiliates terminates but such Participant continues to provide services
to the Company and its Affiliates in a non-employee director capacity or as an employee, as applicable, such change in status shall not
be deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division
of the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary,
Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately
thereafter become an employee of (or service provider for), or member of the board of directors of, the Company or another Subsidiary
or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and
its Subsidiaries and Affiliates shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any
Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, “Termination
of Employment” shall mean a “separation from service” as defined under Section 409A of the Code.


 


Section 2.          ADMINISTRATION


 


(a)            Committee.
The Plan shall be administered by the Compensation and Human Resources Committee of the Board or such other committee of the Board as
the Board may from time to time designate (the “Committee”), which committee shall be composed of not less than two
directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 11, have plenary
authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the
authority, subject to the terms of the Plan:


 


(i)            to
select the Eligible Individuals to whom Awards may from time to time be granted;


 


(ii)            to
determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, other stock-based awards, Cash-Based Awards or any combination thereof, are to be granted hereunder;


 


(iii)           to
determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash-Based Award;


 


(iv)           to
determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;


 


(v)            subject
to Section 12, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;


 


(vi)           to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;


 


(vii)          to
accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee
in its sole discretion determines;


 


(viii)        to
interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);


 


(ix)           to
establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;


 


(x)            to
decide all other matters that must be determined in connection with an Award; and


 






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(xi)           to
otherwise administer the Plan.


 


(b)            Procedures.
(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent
prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any
portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it.


 


(ii)            Any
authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board
conflicts with action taken by the Committee, the Board action shall control.


 


(c)            Discretion
of Committee. Subject to Section 1(i), any determination made by the Committee or by an appropriately delegated officer pursuant
to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee
or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter.
All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company, Participants, and Eligible Individuals.


 


(d)            Award
Agreements. The terms and conditions of each Award (other than any Cash-Based Award), as determined by the Committee, shall be set
forth in an Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable
following, the grant of such Award. The effectiveness of an Award shall not be subject to the Award Agreement’s being signed by
the Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement. Award Agreements may be
amended only in accordance with Section 12 hereof.


 


Section 3.     COMMON
STOCK SUBJECT TO PLAN


 


(a)            Plan
Maximums. The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be the sum of (i) the number
of Shares that may be issuable upon exercise, vesting or settlement of Adjusted Awards and (ii) 10,000,000. The maximum number of
Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 10,000,000 Shares. Shares subject to an
Award under the Plan may be authorized and unissued Shares or may be treasury Shares.


 


(b)            Individual
Limits. During a calendar year, no single Participant (excluding non-employee directors of the Company) may be granted:


 


(i)            Options
or Stock Appreciation Rights covering in excess of 3,000,000 Shares in the aggregate; or


 


(ii)            Restricted
Stock, Restricted Stock Units or other stock-based awards (other than Options or Stock Appreciation Rights) covering in excess of 2,000,000
Shares in the aggregate.


 


(c)            Rules for
Calculating Shares Delivered.


 


(i)            With
respect to Awards other than Adjusted Awards, to the extent that any Award is forfeited, terminates, expires or lapses without being
exercised, or any Award is settled for cash, the Shares subject to such Award not delivered as a result thereof shall again be available
for Awards under the Plan.


 


(ii)            With
respect to Awards other than Adjusted Awards, if the exercise price of any Option and/or the tax withholding obligations relating to
any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares
issued net of the Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in Section 3(a).


 


(iii)            With
respect to Awards other than Adjusted Awards, to the extent any Shares subject to an Award are withheld to satisfy the exercise price
(in the case of an Option) and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been
delivered for purposes of the limits set forth in Section 3(a).


 






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(d)            Adjustment
Provisions.


 


(i)            In
the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, Disaffiliation (other than
a spinoff), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the
Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the
aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum
limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain
types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise
price of outstanding Options and Stock Appreciation Rights.


 


(ii)            In
the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash
or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share
Change”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to
(A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the
various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals
of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the
exercise price of outstanding Options and Stock Appreciation Rights.


 


(iii)            In
the case of Corporate Transactions, the adjustments contemplated by clause (i) of this paragraph (d) may include, without limitation,
(A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate
value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that
in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded
equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation
Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant
to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid);
(B) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of
entities other than the Company) for the Shares subject to outstanding Awards; and (C) in connection with any Disaffiliation, arranging
for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without
limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate,
or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding
adjustments to Awards that remain based upon Company securities). The Committee may adjust the Performance Goals applicable to any Awards
to reflect any Share Change and any Corporate Transaction and any unusual or non-recurring events and other extraordinary items, impact
of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally
accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s
discussion and analysis or the Company’s other filings with the Commission. Any adjustments made pursuant to this Section 3(d) to
Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance
with the requirements of Section 409A of the Code. Any adjustments made pursuant to this Section 3(d) to Awards that are
not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure
that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply
with the requirements of Section 409A of the Code.


 


(iv)            Any
adjustment under this Section 3(d) need not be the same for all Participants.


 






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Section 4.         ELIGIBILITY


 


Awards may be granted under the Plan to Eligible
Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries
or parent corporation (within the meaning of Section 424(f) of the Code).


 


Section 5.         OPTIONS
AND STOCK APPRECIATION RIGHTS


 


With respect to Adjusted Awards, the provisions
below will be applicable only to the extent that they are not inconsistent with the terms of the applicable Adjusted Award.


 


(a)            Types
of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall
indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.


 


(b)            Types
and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction
with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an Option. Upon the exercise of a Stock
Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of
(i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied
by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement
shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee or the Participant
the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.


 


(c)            Tandem
SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or
times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have
the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related
Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.


 


(d)            Exercise
Price. The exercise price per Share subject to an Option or Stock Appreciation Right shall be determined by the Committee and set
forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable
Grant Date. In no event may any Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(d),
to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new
Option or Stock Appreciation Right with a lower exercise price or otherwise be subject to any action that would be treated under the
Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Option or Stock Appreciation Right,
unless such amendment, cancellation, or action is approved by the Company’s stockholders.


 


(e)            Term.
The Term of each Option and each Stock Appreciation Right shall be fixed by the Committee, but shall not exceed ten years from the Grant
Date.


 


(f)            Vesting
and Exercisability. Except as otherwise provided herein, Options and Stock Appreciation Rights shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Option
or Stock Appreciation Right will become exercisable only in installments, the Committee may at any time waive such installment exercise
provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate
the exercisability of any Option or Stock Appreciation Right.


 


(g)            Method
of Exercise. Subject to the provisions of this Section 5, Options and Stock Appreciation Rights may be exercised, in whole or
in part, at any time during the applicable Term by giving written notice of exercise to the Company or through the procedures established
with the Company’s appointed third-party Plan administrator specifying the number of Shares as to which the Option or Stock Appreciation
Right is being exercised; provided, however, that, unless otherwise permitted by the Committee, any such exercise must
be with respect to a portion of the applicable Option or Stock Appreciation Right relating to no less than the lesser of the number of
Shares then subject to such Option or Stock Appreciation Right or 100 Shares. In the case of the exercise of an Option, such notice shall
be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to
such Option multiplied by the applicable per Share exercise price) by certified or bank check or such other instrument as the Company
may accept. If approved by the Committee, payment, in full or in part, may also be made as follows:


 






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(i)            Payment
may be made in the form of unrestricted Shares already owned by Participant (by delivery of such Shares or by attestation) of the same
class as the Common Stock subject to the Option (based on the Fair Market Value of the Common Stock on the date the Option is exercised);
provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned
Shares of the same class as the Common Stock subject to the Option may be authorized only at the time the Option is granted.


 


(ii)            To
the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds necessary to pay the
purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing,
the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage
firms. To the extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise
of Options.


 


(iii)            Payment
may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the
Common Stock on the date the applicable Option is exercised) equal to the product of (A) the exercise price per Share multiplied
by (B) the number of Shares in respect of which the Option shall have been exercised.


 


(h)            Delivery;
Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has
been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of
the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable,
the right to vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of
exercise, (ii) if requested, has given the representation described in Section 14(a), and (iii) in the case of an Option,
has paid in full for such Shares.


 


(i)            Terminations
of Employment. Subject to Section 10(b), a Participant’s Options and Stock Appreciation Rights shall be forfeited upon
such Participant’s Termination of Employment, except as set forth below:


 


(i)            Upon
a Participant’s Termination of Employment by reason of death, any Option or Stock Appreciation Right held by the Participant that
was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the first
anniversary of the date of such death and (B) the expiration of the Term thereof;


 


(ii)            Upon
a Participant’s Termination of Employment by reason of Disability or Retirement, any Option or Stock Appreciation Right held by
the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier
of (A) the first anniversary of such Termination of Employment and (B) the expiration of the Term thereof;


 


(iii)            Upon
a Participant’s Termination of Employment for Cause, any Option or Stock Appreciation Right held by the Participant shall be forfeited,
effective as of such Termination of Employment;


 


(iv)            Upon
a Participant’s Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Option or Stock
Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at
any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term thereof;
and


 


(v)            Notwithstanding
the above provisions of this Section 5(i), if a Participant dies after such Participant’s Termination of Employment but while
any Option or Stock Appreciation Right remains exercisable as set forth above, such Option or Stock Appreciation Right may be exercised
at any time until the later of (A) the earlier of (1) the first anniversary of the date of such death and (2) expiration
of the Term thereof and (B) the last date on which such Option or Stock Appreciation Right would have been exercisable, absent this
Section 5(i)(v).


 






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Notwithstanding the foregoing, the Committee shall have the power,
in its discretion, to apply different rules concerning the consequences of a Termination of Employment; provided, however,
that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable
Award Agreement. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422
of the Code, such Option will thereafter be treated as a Nonqualified Option.


 


(j)            Nontransferability
of Options and Stock Appreciation Rights. No Option or Stock Appreciation Right shall be transferable by a Participant other than
(i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Stock Appreciation
Right, pursuant to a qualified domestic relations order or as otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to the Participant’s family members or to a charitable organization, whether directly or indirectly or by
means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family
member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities
Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option as permitted by the
preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable
Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right
is permissibly transferred pursuant to this Section 5(j), it being understood that the term “Participant” includes such
guardian, legal representative and other transferee; provided, however, that the term “Termination of Employment”
shall continue to refer to the Termination of Employment of the original Participant.


 


Section 6.     RESTRICTED
STOCK


 


With respect to Adjusted Awards, the provisions
below will be applicable only to the extent that they are not inconsistent with the terms of the applicable Adjusted Award.


 


(a)            Nature
of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such
manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate
issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:


 


“The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Vimeo, Inc. 2021 Stock and Annual
Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Vimeo, Inc.”


 


The Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted
Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such
Award.


 


(b)            Terms
and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:


 


(i)            The
Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the
continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the
continued service of the applicable Participant. The conditions for grant, vesting, or transferability and the other provisions of Restricted
Stock Awards (including without limitation any Performance Goals) need not be the same with respect to each Participant.


 






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(ii)            Subject
to the provisions of the Plan and the applicable Award Agreement, so long as a Restricted Stock Award remains subject to the satisfaction
of vesting conditions (the “RS Restriction Period”), the Participant shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber Shares of Restricted Stock.


 


(iii)            Except
as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the
Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the
subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends.
If so determined by the Committee in the applicable Award Agreement and subject to Section 14(e), (A) cash dividends on the
class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically reinvested in additional Restricted
Stock, held subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(d),
dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such
dividend was paid, held subject to the vesting of the underlying Restricted Stock.


 


(iv)            Except
as otherwise set forth in the applicable Award Agreement and subject to Section 10(b), upon a Participant’s Termination of
Employment for any reason during the RS Restriction Period or before the applicable Performance Goals are satisfied, all Shares of Restricted
Stock still subject to restriction shall be forfeited by such Participant; provided, however, that the Committee shall
have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s
Shares of Restricted Stock.


 


(v)            If
and when any applicable Performance Goals are satisfied and the RS Restriction Period expires without a prior forfeiture of the Shares
of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the
Participant upon surrender of the legended certificates.


 


Section 7.     RESTRICTED
STOCK UNITS


 


With respect to Adjusted Awards, the provisions
below will be applicable only to the extent that they are not inconsistent with the terms of the applicable Adjusted Award.


 


(a)            Nature
of Awards. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the
Restricted Stock Units, in an amount in cash, Shares or both, based upon the Fair Market Value of a specified number of Shares.


 


(b)            Terms
and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:


 


(i)            The
Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units upon the
continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the
continued service of the applicable Participant. The conditions for grant, vesting or transferability and the other provisions of Restricted
Stock Units (including without limitation any Performance Goals) need not be the same with respect to each Participant.


 


(ii)            Subject
to the provisions of the Plan and the applicable Award Agreement, so long as an Award of Restricted Stock Units remains subject to the
satisfaction of vesting conditions (the “RSU Restriction Period”), the Participant shall not be permitted to sell,
assign, transfer, pledge or otherwise encumber Restricted Stock Units.


 






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(iii)            The
Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant
shall be entitled to receive current or delayed payments of cash, Common Stock or other property corresponding to the dividends payable
on the Common Stock (subject to Section 14(e) below).


 


(iv)            Except
as otherwise set forth in the applicable Award Agreement, and subject to Section 10(b), upon a Participant’s Termination of
Employment for any reason during the RSU Restriction Period or before the applicable Performance Goals are satisfied, all Restricted
Stock Units still subject to restriction shall be forfeited by such Participant; provided, however, that the Committee
shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s
Restricted Stock Units.


 


(v)            Except
to the extent otherwise provided in the applicable Award Agreement, an award of Restricted Stock Units shall be settled as and when the
Restricted Stock Units vest (but in no event later than March 15 of the calendar year following the end of the calendar year in
which the Restricted Stock Units vest).


 


Section 8.     OTHER
STOCK-BASED AWARDS


 


Other Awards of Common Stock and other Awards
that are valued in whole or in part by reference to, or are otherwise based upon or settled in, Common Stock, including (without limitation),
unrestricted stock, performance units, dividend equivalents, and convertible debentures, may be granted under the Plan.


 


Section 9.     CASH-BASED
AWARDS


 


Cash-Based Awards may be granted under this Plan.
Cash-Based Awards may be paid in cash or in Shares (valued at Fair Market Value as of the date of payment) as determined by the Committee.


 


Section 10.     CHANGE
IN CONTROL PROVISIONS


 


(a)            Definition
of Change in Control. Except as otherwise may be provided in an applicable Award Agreement, for purposes of the Plan, a “Change
in Control” shall mean any of the following events:


 


(i)            The
acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act),
other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
equity securities of the Company representing more than 50% of the voting power of the then outstanding equity securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any
acquisition by the Company, (B) any acquisition directly from the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition pursuant
to a transaction which complies with clauses (A), (B) and (C) of subsection (iii); or


 


(ii)            Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date,
whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or


 


(iii)            Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or
the purchase of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following
such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding
Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50%
of the then outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination (including, without limitation,
an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Voting Securities, (B) no Person (excluding a Permitted Holder, any employee benefit plan (or related
trust) of the Company or such entity resulting from such Business Combination) will beneficially own, directly or indirectly, more than
a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership
of the Company existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or
equivalent governing body, if applicable) of the entity resulting from such Business Combination will have been members of the Incumbent
Board at the time of the initial agreement, or action of the Board, providing for such Business Combination; or


 






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(iv)            Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company.


 


(b)            Impact
of Event/Double Trigger. Unless otherwise provided in the applicable Award Agreement, subject to Sections 3(d), 10(d) and 14(k),
notwithstanding any other provision of this Plan to the contrary, upon a Participant’s Termination of Employment, during the two-year
period following a Change in Control, by the Company other than for Cause or Disability or by the Participant for Good Reason (as defined
below):


 


(i)            any
Options and Stock Appreciation Rights outstanding as of such Termination of Employment which were outstanding as of the date of such
Change in Control shall be fully exercisable and vested and shall remain exercisable until the later of (i) the last date on which
such Option or Stock Appreciation Right would be exercisable in the absence of this Section 10(b) and (ii) the earlier
of (A) the first anniversary of such Change in Control and (B) expiration of the Term of such Option or Stock Appreciation
Right;


 


(ii)            all
Restricted Stock outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall
become free of all restrictions and become fully vested and transferable; and


 


(iii)            all
Restricted Stock Units outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control
shall be considered to be earned and payable in full, and any restrictions shall lapse and such Restricted Stock Units shall be settled
as promptly as is practicable (but in no event later than March 15 of the calendar year following the end of the calendar year in
which the Restricted Stock Units vest).


 


For the avoidance of doubt, a spin-off (or other separation) of the
Company from IAC shall not constitute a Change in Control.


 


(c)            For
purposes of this Section 10, “Good Reason” means (i) “Good Reason” as defined in any Individual
Agreement or Award Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or
if it does not define Good Reason, without the Participant’s prior written consent: (A) a material reduction in the Participant’s
rate of annual base salary from the rate of annual base salary in effect for such Participant immediately prior to the Change in Control,
(B) a relocation of the Participant’s principal place of business more than 35 miles from the city in which such Participant’s
principal place of business was located immediately prior to the Change in Control or (C) a material and demonstrable adverse change
in the nature and scope of the Participant’s duties from those in effect immediately prior to the Change in Control. In order to
invoke a Termination of Employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one
or more of the conditions described in clauses (A) through (C) within 90 days following the Participant’s knowledge of
the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the
 “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition
constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within 90 days following the Cure
Period in order for such Termination of Employment to constitute a Termination of Employment for Good Reason.


 






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(d)            Notwithstanding
the foregoing, if any Award is subject to Section 409A of the Code, this Section 10 shall be applicable only to the extent
specifically provided in the Award Agreement or in the Individual Agreement.


 


Section 11.     SECTION 16(b)


 


The provisions of this Plan are intended to ensure
that no transaction under the Plan is subject to (and all such transactions will be exempt from) the short-swing recovery rules of
Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee
shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant
to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall
be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).


 


Section 12.     TERM,
AMENDMENT AND TERMINATION


 


(a)            Effectiveness.
The Plan shall be effective as of May 17, 2021 (the “Effective Date”).


 


(b)            Termination.
The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired
by the termination of the Plan.


 


(c)            Amendment
of Plan. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which
would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent,
except such an amendment made to comply with applicable law (including without limitation Section 409A of the Code), stock exchange
rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders
to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.


 


(d)            Amendment
of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no
such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award,
except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.


 


Section 13.     UNFUNDED
STATUS OF PLAN


 


It is intended that the Plan constitute an “unfunded”
plan. Solely to the extent permitted under Section 409A, the Committee may authorize the creation of trusts or other arrangements
to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that the existence
of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.


 


Section 14.     GENERAL
PROVISIONS


 


(a)            Conditions
for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for
such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any
other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate
or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing
upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares
of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification
which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining
any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion
after receiving the advice of counsel, determine to be necessary or advisable.


 






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(b)            Additional
Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other
or additional compensation arrangements for its employees.


 


(c)            No
Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any
employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate
to terminate the employment of any employee at any time.


 


(d)            Required
Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state,
local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the
Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount (not to exceed the maximum amount statutorily that is required by statute
to be withheld). If determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that
is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations with Common Stock.


 


(e)            Limitation
on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend
payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be
permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding
Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be
made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or
reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment
in further Restricted Stock Units on the terms contemplated by this Section 14(e).


 


(f)            Designation
of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary
to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such eligible Individual,
after such Participant’s death, may be exercised.


 


(g)            Subsidiary
Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue
or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon
the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award
specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall
revert to the Company.


 


(h)            Governing
Law; Venue and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to principles of conflict of laws. Any disputes arising out of or relating
to the Plan or any Award shall be commenced shall be commenced exclusively in the Delaware Court of Chancery and any state appellate
court therefrom within the State of Delaware or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, any federal or state court of competent jurisdiction located in the State of Delaware. The captions of this Plan are not part
of the provisions hereof and shall have no force or effect.


 


(i)            Non-Transferability.
Except as otherwise provided in Section 5(j) or by the Committee, Awards under the Plan are not transferable except by will
or by laws of descent and distribution.


 


(j)            Foreign
Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are
located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject
to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States,
on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable
to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications,
amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.


 






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(k)            Section 409A
of the Code. It is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A
of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in this Section 14(k), and
the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that
the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral
of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in
Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. Notwithstanding
any other provision of the Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation
plan” subject to Section 409A of the Code, if the Participant is a “specified employee” within the meaning of
Section 409A of the Code, any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the
Participant’s Termination of Employment shall be delayed until the earlier of (A) the first day of the seventh month following
the Participant’s Termination of Employment and (B) the Participant’s death. Each payment under any Award shall be treated
as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate
the calendar year of any payment to be made under any Award.


 


(l)            Adjusted
Awards. Notwithstanding anything in this Plan to the contrary, to the extent that the terms of this Plan are inconsistent with the
terms of an Adjusted Award, the terms of the Adjusted Award shall be governed by the applicable plan under which the Adjusted Award was
granted and the award agreement thereunder (in each case, as amended prior to the occurrence of the separation). Any reference to a “change
in control,” “change of control” or similar definition in an Award Agreement or the applicable plan for any Adjusted
Award shall be deemed to refer to a “change in control,” “change of control” or similar transaction with respect
to the Company (as successor to the originally-referenced entity) for such Adjusted Award.


 


(m)            Termination
for Cause. Notwithstanding anything herein to the contrary, if a Participant incurs a Termination of Employment for Cause, a Participant
resigns in anticipation of being terminated by the Company for Cause or following any termination of a Participant’s employment
with the Company for any reason, the Company becomes aware that during the two (2) years prior to such Termination of Employment
with the Company there was an event or circumstance that would have been grounds for Termination of Employment for Cause, and the basis
of any such termination (x) causes, caused or is reasonable likely to cause significant business or reputational harm to the Company
or any of its Affiliates (as determined in the good faith discretion of the Board) or (y) involves or involved fraudulent misconduct
that relates to or harms the Company or any of its Affiliates (the circumstances of either (x) or (y), the “Underlying
Event”), then (A) all Options and SARs, whether or not vested, and all other unvested Awards held by such Participant
shall be immediately forfeited by the Participant without consideration and cancelled and (B) if any portion of the Participant’s
Awards were exercised and/or settled after the Underlying Event, the Company shall be entitled to recover from the Participant at any
time within two (2) years after such exercise or settlement, and the Participant shall pay over to the Company, any amounts realized
as a result of the exercise or settlement. This remedy shall be without prejudice to, or waiver of, any other remedies the Company or
its subsidiaries or Affiliates may have in such event.


 






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