Exhibit 10.1


 


RESTRICTED STOCK AGREEMENT


 


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”),
dated as of June 7, 2021, is between Vimeo, Inc. (“Vimeo”) and Joseph Levin (“Levin”).


 


Capitalized terms used in this Agreement, to the
extent not defined, shall have the meanings set forth in the Vimeo, Inc. 2021 Stock and Annual Incentive Plan (the “Plan”).


 


1.                 
Definitions


 


		(a)	“Cause” shall mean the occurrence of any of the following after the date of this Agreement (i) the plea
of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Levin; or (ii) a willful and material violation
by Levin of Vimeo policies pertaining to ethics, wrongdoing or conflicts of interest that results in, or would reasonably be expected
to result in material harm to Vimeo or its reputation; provided, that in no event shall “Cause” have occurred pursuant to
clause (ii) unless (x) an event or circumstance constituting “Cause” shall have occurred and the Company provides Levin with
written notice thereof within thirty (30) days after any member of the Board (other than Levin) has knowledge of the occurrence or existence
of such event or circumstance, which notice specifically identifies the event or circumstance that the Company believes constitutes Cause,
(y) Levin fails to cure the circumstance or event so identified (if curable) within thirty (30) days after the receipt of such notice,
and (z) within ninety (90) days of such notice there will have been delivered to Levin a copy of a resolution duly adopted by at least
seventy-five percent (75%) of the members of the Board, excluding Levin, after reasonable notice is provided to Levin and Levin is given
an opportunity, together with counsel, to be heard before the Board, finding that, in the good faith opinion of such directors, Levin
has engaged in conduct constituting Cause and specifying the particulars thereof in reasonable detail (it being understood that the determination
of whether Cause occurred is a question of fact and shall be subject to de novo review by the applicable courts in any dispute pursuant
to Section 12 without deference to any opinion rendered by such directors).



 


(b)              
“CAGR” shall have the meaning set forth on Exhibit A to this Agreement.


 


(c)              
“Change in Control” shall have the meaning set forth in the Plan; provided, however, that the occurrence
of the following shall also constitute a Change in Control for purposes of this Agreement (with capitalized terms in the excerpt below
having the meanings set forth in the Plan):


 


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 both (a) more than 35% of the voting power of the then Outstanding Company Voting Securities and (b) more than the
aggregate voting power of the then Outstanding Company Voting Securities represented by the equity securities held by the Permitted
Holders; provided, however, that for purposes of this item, the following acquisitions shall not constitute a Change
in Control: (A) any acquisition by Vimeo, (B) any acquisition directly from Vimeo, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by Vimeo or any corporation controlled by Vimeo, or (D) any
acquisition by Levin or his Affiliates.


 






     


     


    

 


(d)              
“Disability” shall have the meaning ascribed to such term in the Plan.


 


(e)              
“Early Settlement Election” means Levin’s election to settle the Award, effective on the sixth,
seventh, eighth or ninth anniversary of the Effective Date, as applicable, by providing written notice to Vimeo no earlier than one year
prior to the early settlement date and no later than one hundred eighty days prior to the early settlement date.


 


(f)               
“Effective Date” means November 5, 2020.


 


(g)              
“Pro-Ration Factor” means a fraction (not to exceed 1), (i) the numerator of which equals the number
of full and partial months from the Effective Date through the date Levin’s service as a Vimeo director terminates, and (ii) the
denominator of which equals 120.


 


(h)              
“Qualifying Termination” means a termination of Levin’s service as a Vimeo director (other than
as a result of death or Disability) due to Levin’s failure to be elected to the Board at a time when Levin has agreed to serve as
a director, but excluding Levin’s removal from the Board for Cause or Levin’s failure to be elected to Board following the
occurrence of Cause.


 


(i)                
“Vimeo Class B Common Stock” means Class B common stock of Vimeo, $0.01 par value per share.


 


(j)                
“Vimeo Common Stock” means common stock of Vimeo, $0.01 par value per share.


 


(k)              
“Vimeo FMV” means the average of the closing prices of a share of Vimeo Common Stock on the NASDAQ Stock
Market (or other applicable exchange) on the five trading days preceding the date of measurement.


 


(l)                
“Voting Agreement” means the Voting Agreement, of even date herewith, by and among Barry Diller, the
Diller Parties (as defined therein) and Levin.


 


2.                 
Restricted Stock Award.


 


(a)               Award. This
Agreement covers 4,870,500 shares of Restricted Stock (the “Award”) under the Plan which shares were
received in connection with the separation of Vimeo from IAC/InterActiveCorp (“IAC”) in respect of the
3,000,000 shares of restricted common stock of IAC granted by IAC to Levin on the Effective Date (the “IAC
Award”). The shares of Restricted Stock covered by this Award shall be issued in the form of a book entry of shares in
Levin’s name as soon as reasonably practicable after the date of this Agreement. The book entry relating to the Award shall
include a notation reflecting the restrictions on transfer applicable to the shares of Restricted Stock covered by the Award.


 






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(b)              
Restrictions on Transfer. Until such time (and to such extent) as the Award vests, and, in the case of vesting of the Award
in connection with an Early Settlement Election, until the tenth anniversary of the Effective Date, neither the Award, nor the shares
of Vimeo Common Stock covered by the Award, shall be transferable by Levin by means of sale, assignment, exchange, encumbrance, pledge,
hedge or otherwise; provided, however, that Levin may transfer shares of Restricted Stock to Levin’s spouse or children
(collectively, “Family Members”), trusts for the benefit of such Family Members, family limited partnerships
or family limited liability companies the partners or members of which are any of the foregoing, and, upon the death of Levin, Levin’s
executor, administrator and heirs (each, a “Permitted Transfer”), in each case subject to the vesting of such
shares and the forfeiture of such shares if they do not vest in accordance with the terms of this Agreement; provided further,
that in each case no Permitted Transfer shall be effective unless and until the transferee of the shares of Restricted Stock executes
and delivers to Vimeo an appropriate document, satisfactory to Vimeo, in which such Permitted Transferee agrees that it shall be bound
in the same manner as Levin by, and that its beneficial ownership of any shares of Restricted Stock covered by the Award shall be subject
to, all the terms and conditions provided in this Agreement, including the vesting and forfeiture provisions. Notwithstanding the foregoing,
any rights or obligations under this Agreement that arise in connection with a termination of service as a director of Vimeo shall be
based on Levin’s termination of service as a Vimeo director.


 


3.                 
Vesting of Award


 


(a)              
Regular Vesting. Subject to the terms and conditions of this Agreement, the provisions of the Plan and Levin’s continuous
service as a Vimeo director through the ten year anniversary of the Effective Date, the Award will vest based on the Vimeo FMV as of the
tenth anniversary of the Effective Date with respect to the number of shares of Vimeo Common Stock determined in accordance with the “Regular
Vesting Matrix” below and Levin shall forfeit any portion of the Award that does not so vest:


 


	Regular Vesting Matrix
	Vimeo FMV	 	Number of Shares	 
	less than $29.43	 	 	0	 
	$29.43	 	 	811,750	 
	$37.45	 	 	3,247,000	 
	$47.38	 	 	4,464,625	 
	$59.63 or greater	 	 	4,870,500	 



 






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The “Number of Shares” earned for a Vimeo FMV
between $29.43 and $37.45, between $37.45 and $47.38 or between $47.38 and $59.63 shall be determined by straight line interpolation.


 


(b)              
Early Settlement Election. If Levin makes a valid Early Settlement Election, then, subject to the terms and conditions of
this Agreement, the provisions of the Plan and Levin’s continuous service as a Vimeo director through the applicable Effective Date
anniversary designated in the Early Settlement Election notice, the Award will vest with respect to the number of shares of Vimeo Common
Stock determined in accordance with the “Early Settlement Vesting Matrix” below based on the Vimeo FMV on the applicable Effective
Date anniversary and Levin shall forfeit any portion of the Award that does not so vest; provided, however, that Levin agrees
that he shall not transfer or dispose of any such vested shares of Vimeo Common Stock prior to the tenth anniversary of the Effective
Date and that Vimeo and Levin will make arrangements that are reasonably satisfactory to Vimeo to ensure Levin’s compliance with
this transfer restriction.


 


	Early Settlement Vesting Matrix
	Early Vesting Date	 	Vimeo FMV	 	 	Number of Shares
	6th Anniversary	 	 	 	 	 	 	 
	(6 yrs = 60%)	 	$	26.66	 	 	 	487,050
	 	 	$	30.81	 	 	 	1,948,200
	 	 	$	35.48	 	 	 	2,678,775
	 	 	$	40.73	 	 	 	2,922,300
	7th Anniversary	 	 	 	 	 	 	 
	(7 yrs = 70%)	 	$	27.33	 	 	 	568,225
	 	 	$	32.35	 	 	 	2,272,900
	 	 	$	38.14	 	 	 	3,125,238
	 	 	$	44.80	 	 	 	3,409,350
	8th Anniversary	 	 	 	 	 	 	 
	(8 yrs = 80%)	 	$	28.01	 	 	 	649,400
	 	 	$	33.97	 	 	 	2,597,600
	 	 	$	41.00	 	 	 	3,571,700
	 	 	$	49.28	 	 	 	3,896,400
	9th Anniversary	 	 	 	 	 	 	 
	(9 yrs = 90%)	 	$	28.71	 	 	 	730,575
	 	 	$	35.67	 	 	 	2,922,300
	 	 	$	44.08	 	 	 	4,018,163
	 	 	$	54.21	 	 	 	4,383,450




 






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The “Number of Shares” earned on any Early Vesting
Date for achievement between two Vimeo FMVs shall be determined by straight line interpolation.


 


(c)              
Qualifying Termination. Upon a Qualifying Termination, the Award will vest with respect to the number of shares of Vimeo
Common Stock determined in accordance with the “Qualifying Termination Vesting Matrix” below and Levin shall forfeit any portion
of the Award that does not so vest.


 


	Qualifying Termination Vesting Matrix
	Qualifying Termination Date	Number of Shares
	On or prior to 4th Anniversary of the Effective Date	 2,435,250
	After 4th Anniversary of the Effective Date	Pro rata, based on the product obtained by multiplying (1) 4,870,500 by (2) a fraction, (a) the numerator of which equals the sum (not to exceed 120) of (i) the number of full and partial months from the Effective Date through the date of the Qualifying Termination and (ii) twenty-four, and (b) the denominator of which equals 120.


 


(d)              
Death or Disability. If Levin’s service as a Vimeo director terminates due to Levin’s death or Disability, then,
Levin or Levin’s estate shall remain eligible to earn a number of shares of Vimeo Common Stock equal to the product obtained by
multiplying (i) the “Number of Shares” determined by the “Death or Disability Matrix” set forth below by (ii)
the Pro-Ration Factor.


 


	Death or Disability Vesting Matrix
	Performance	 	Number of Shares
	Less than Tier 1	 	 	0
	Tier 1	 	 	811,750
	Tier 2	 	 	3,247,000
	Tier 3	 	 	4,464,625
	Tier 4	 	 	4,870,500



 






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The “Number of Shares” earned for achievement between Tier 1 and Tier 2, between Tier 2 and Tier 3 or between Tier 3 and Tier
4 shall be determined by straight line interpolation.


 


(e)              
Cause Finding. If Cause occurs, then Levin immediately shall forfeit any then unvested portion of the Award. This remedy
shall be without prejudice to, or waiver of, any other remedies Vimeo and/or its Subsidiaries and/or its Affiliates may have in such event.


 


(f)               
Other Terminations of Service. Upon any termination of Levin’s service as a Vimeo director for any reason, prior to
the vesting of the Award, other than a termination of Levin’s service covered by Section 3(c) or Section 3(d), any unvested portion
of the Award shall be forfeited and canceled in its entirety effective immediately upon such event.


 


(g)              
Change in Control. Upon a Change in Control, a designated percentage of the Award will vest as set forth below based on
the timing of the Change in Control relative to the Effective Date:


 


	Change in Control Date	 	% of Vimeo Award
	Prior to 3rd Anniversary	 	 	30%
	Between 3rd and 4th Anniversary	 	 	40%
	Between 4th and 5th Anniversary	 	 	50%
	Between 5th and 6th Anniversary	 	 	60%
	Between 6th and 7th Anniversary	 	 	70%
	Between 7th and 8th Anniversary	 	 	80%
	Between 8th and 9th Anniversary 	 	 	90%
	Between 9th and 10th Anniversary	 	 	100%



 


(h)              
[RESERVED]


 


(i)                
Vesting Limits/Award Sharing. Notwithstanding anything to the contrary contained in this Agreement, upon a vesting event
under this Section 3, Levin will forfeit 10% of the portion of the Award that vests (the shares covered by such forfeited portion of the
Award that vests, rounded down to the nearest whole share, the “Shared Award Shares”) shall be allocated by
the Compensation Committee among employees of Vimeo and its Subsidiaries with a presumptive emphasis on employees whose annual compensation
falls in the bottom quartile of annual compensation of all employees of Vimeo and its Subsidiaries as determined in the reasonable discretion
of the Compensation Committee after taking into account Levin’s recommendation if Levin continues to serve as a director of Vimeo
as of the date of such determination by the Compensation Committee.


 






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4.                 
 Adjustments 


 


The Award, including the applicable performance
goals, shall be subject to adjustment pursuant to Section 3(d) of the Plan, as determined by the Compensation Committee or the Board (with
Levin recusing himself from any such Board determination) in a reasonable, good faith manner designed to be consistent with the underlying
principles and overall intent and thrust of (a) this Agreement and (b) the Voting Agreement and (c) the IAC Award.


 


5.                 
Release of Shares


 


Subject to Levin’s satisfaction of the tax
obligations described immediately below under “Taxes and Withholding,” and the requirements of Section 3(b) of this Agreement,
evidence of the removal of the restrictions on shares of Restricted Stock that have vested under this Agreement shall be provided to Levin
as soon as practicable following the date on which the restrictions on such shares of Restricted Stock have lapsed. Notwithstanding the
foregoing, Vimeo shall be entitled to maintain the restrictions on transfer applicable to the shares of Restricted Stock that have vested
under this Agreement until Vimeo or the agent selected by Vimeo to administer the Plan (the “Agent”) has received
from Levin: (i) a duly executed Form W-9 or W-8, as applicable or (ii) payment for any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such Award.


 


6.                 
Taxes and Withholding


 


No later than the date as of which an amount in
respect of any portion of the Award first becomes includible in Levin’s gross income for federal, state, local or foreign income
or employment or other tax purposes, Vimeo or its Subsidiaries and/or Affiliates shall deduct any federal, state, local or foreign taxes
of any kind required by law to be withheld with respect to such amount due to Levin by reducing the number of shares of Vimeo Common Stock
issued upon settlement of the Award that gives rise to the withholding requirement. In the event shares of Vimeo Common Stock are deducted
to cover tax withholdings, the number of shares of Vimeo Common Stock withheld shall generally have a value based on the Vimeo FMV equal
to the aggregate amount of Vimeo’s withholding obligation on the same date. If the event that any such deduction and/or withholding
is prohibited by law, Levin shall, prior to or contemporaneously with the vesting of the Award, pay to Vimeo, or make arrangements satisfactory
to Vimeo 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.


 


7.                 
[RESERVED]


 


8.                 
Rights as a Stockholder


 


Except as otherwise specifically provided in
the Plan or this Agreement, Levin shall have, with respect to the shares of Restricted Stock covered by the Award, all of the rights
of a stockholder of Vimeo holding shares of Vimeo Common Stock, including, if applicable, the right to vote the shares of Restricted
Stock; provided, however, that (a) cash dividends on shares of restricted Vimeo Common Stock covered by the Award
shall be paid solely with respect to the number of shares of restricted Vimeo Common Stock determined in accordance with the
 “Ordinary Cash Dividend Determination Matrix” set forth below, and (b) subject to any adjustment pursuant to
Section 3(d) of the Plan, dividends payable in shares of Vimeo Common Stock shall be paid in the form of shares of Restricted
Stock, held subject to the vesting of the shares of Restricted Stock covered by the Award.


 






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	Ordinary Cash Dividend Determination Matrix
	Performance	 	Number of Shares
	Below Tier 1	 	 	0
	Tier 1	 	 	811,750
	Tier 2	 	 	3,247,000
	Tier 3	 	 	4,464,625
	Tier 4	 	 	4,870,500



 


The “Number of Shares” with respect
to which ordinary cash dividends shall be paid with respect to any given dividend record date for achievement between Tier 1 and Tier
2, between Tier 2 and Tier 3 or between Tier 3 and Tier 4 shall be determined by straight line interpolation.


 


9.                 
Conflicts and Interpretation


 


In the event of any conflict between this Agreement
and the Plan, the Plan shall control; provided that (a) an action or provision that is permissive under the terms of the Plan,
and required under this Agreement, shall not be deemed a conflict and this Agreement shall control and (b) in all other cases the Plan
shall be interpreted in a manner that gives maximum effect to the terms of this Agreement. In the event of any ambiguity in this Agreement,
or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof
pursuant to which the Compensation Committee has the power, among others, to: (x) interpret the Plan, (y) prescribe, amend and rescind
rules and regulations relating to the Plan and (z) make all other determinations deemed necessary or advisable for the administration
of the Plan; provided that, in the event of a dispute between Vimeo and Levin, Section 12 of this Agreement will apply and the court need
not give deference to any Compensation Committee interpretation.


 


10.             
Amendment


 


This Agreement and the Award shall not be modified
in any respect except by a writing executed by each party hereto.


 






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11.             
 Data Protection


 


The acceptance of the Award constitutes Levin’s
authorization of the release from time to time to Vimeo or any of its Subsidiaries or Affiliates and to the Agent (together, the “Relevant
Companies”) of any and all personal or professional data that is necessary or desirable for the administration of the Award and/or
the Plan (the “Relevant Information”). Without limiting the above, this authorization permits Vimeo to collect,
process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may
be useful or necessary for the purposes of the administration of the Award and/or the Plan and/or to implement or structure any further
grants of equity awards (if any)). The acceptance of the Award also constitutes Levin’s authorization of the transfer of the Relevant
Information to any jurisdiction in which Vimeo or the Agent considers appropriate. Levin shall have access to, and the right to change,
the Relevant Information, which will only be used in accordance with applicable law.


 


12.             
Governing Law; Jurisdiction


 


This Agreement and the legal relations thus created
between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed
by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts
of laws. Any dispute under this Agreement will be heard and determined before the Delaware Chancery Court located in Wilmington, Delaware,
or, if not maintainable therein, then in an appropriate federal court located in Wilmington, Delaware, and each party hereto submits itself
and its property to the non-exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (a) agrees
that service of process may be made by mailing a copy of any relevant document to the address of the party set forth in the Employment
Agreement, (b) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to
above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to
this Agreement, (c) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue
in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (d)
agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of
or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, Vimeo has caused this Agreement
to be executed and delivered by its duly authorized officer and Levin has executed and delivered this Agreement on June 7, 2021.


 


	 	
    Vimeo, Inc.

     

	 	/s/ Michael A. Cheah
	 	By: Michael A. Cheah
	 	Title: General Counsel and Secretary
	 	 
	 	/s/ Joseph Levin
	 	      JOSEPH LEVIN



 






     


     


    

 


Exhibit A


 


“CAGR” shall mean, with
respect to a specified period of years (including partial years), the compounded annual growth rate, expressed as a percentage, rounded
to four decimal places, in the value of Vimeo Common Stock during such period calculated as:


 


(A/B)1/C minus
1


 


where:


 


“A” equals the Vimeo FMV on the date of measurement;


 


“B” equals $22.99; and


 


“C” equals the number of years, including any fraction
of a year, from the Effective Date through the date of measurement.


 


Illustrative Example
of CAGR Calculation


 


(A/B)1/C minus
1


 


“A” equals $350, the Vimeo FMV on the sixth
anniversary of the Effective Date;


 


“B” equals $22.99; and


 


“C” equals 6.


 


($350/$22.99)1/6
minus 1 = 57.4302% CAGR


 


For purposes of the “Death or Disability Vesting Matrix”
and the “Ordinary Cash Dividend Determination Matrix”:


 


“Tier 1” means achievement of the CAGR implied
by the second row of the “Regular Vesting Matrix” ($29.43) for the period from the Effective Date through the date of Levin’s
termination of employment due to death or Disability, in the case of the Death or Disability Vesting Matrix, or through the applicable
dividend record date in the case of the Ordinary Cash Dividend Determination Matrix.


 


“Tier 2” means achievement of the CAGR implied
by the third row of the “Regular Vesting Matrix” ($37.45) for the period from the Effective Date through the date of Levin’s
termination of employment due to death or Disability, in the case of the Death or Disability Vesting Matrix, or through the applicable
dividend record date in the case of the Ordinary Cash Dividend Determination Matrix.


 






     


     


    

 


“Tier 3” means achievement of the CAGR
implied by the fourth row of the “Regular Vesting Matrix” ($47.38) for the period from the Effective Date through the
date of Levin’s termination of employment due to death or Disability, in the case of the Death or Disability Vesting Matrix,
or through the applicable dividend record date in the case of the Ordinary Cash Dividend Determination Matrix.


 


“Tier 4” means achievement of the CAGR implied
by the fifth row of the “Regular Vesting Matrix” ($59.63 or greater) for the period from the Effective Date through the date
of Levin’s termination of employment due to death or Disability, in the case of the Death or Disability Vesting Matrix, or through
the applicable dividend record date in the case of the Ordinary Cash Dividend Determination Matrix.