Proof - tm2114174d1_10k [split 0003].htm


 


Exhibit 10.1


 





 


June 8, 2021


 


Glenn Schiffman


c/o IAC/InterActiveCorp


555 West 18th Street


New York, NY 10011


 


Dear Glenn,


 


IAC/InterActiveCorp (the “Company”)
acknowledges receipt of your notice of resignation in order to pursue another opportunity. For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and you hereby agree to the following terms of your departure from the Company
(this “Agreement”):


 


1.         Working
Period; Separation.


 


(a)       
You will continue in the employment of the Company from the date of this Agreement until August 6, 2021 or such earlier date as
is agreed by the parties (the “Separation Date”). Until the Separation Date, you will continue to earn your annual base salary
and participate in the Company’s benefit programs.


 


(b)       
Effective as of the Separation Date, your employment with the Company, and with any subsidiary or affiliate of the Company, and
any and all positions you occupy as an officer, director or employee of the Company or any subsidiary or affiliate of the Company (with
the exception of your position on the Board of Directors of Angi Inc. which shall continue), and the Employment Agreement between the
Company and you, dated April 4, 2016 (the “Employment Agreement”), shall terminate. The Separation Date shall be the termination
date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the
Company, except as otherwise provided herein, under the terms of the benefit plans, or as required by law.


 


(c)       
The Company’s and your respective rights and obligations under the Employment Agreement that survive a termination of employment
of the type described in Section 2 of the Standard Terms and Conditions of the Employment Agreement under and in accordance with the terms
and conditions of the Employment Agreement shall be applicable to, and shall survive, the severance of your employment and the termination
of the Employment Agreement provided for herein. The Company shall provide you with (i) all accrued salary and all accrued unused vacation
time or paid time off earned and accrued by you through the Separation Date, payable promptly following the Separation Date and (ii) any
unreimbursed expenses payable pursuant to the Company’s reimbursement policies.


 






     


     


    

 


2.        Separation.
On the Separation Date, the Company shall provide you with the treatment of your outstanding Company equity awards as set forth
in paragraph 3 below. Any payments made pursuant to this paragraph will be subject to all applicable tax withholdings and other payroll
deductions. To the extent the Company is making any payment to you on or after the Separation Date, the Company shall have the right to
deduct any personal account balances or other amounts due by you to the Company or any affiliate of the Company from such payments. You
acknowledge and agree that your termination of employment with the Company will be treated as a voluntary termination of employment without
Good Reason (as defined in the Employment Agreement) and that, except as specifically set forth in this Agreement, you are not entitled
to any severance pay or benefits.


 


3.         Treatment
of Equity Awards.


 


(a)       As
of the date of this Agreement, you hold the following equity awards issued by the Company: (i) a fully vested option (a “Company
Option”) to purchase 151,000 shares of common stock, par value $0.0001 of the Company (“Company Common Stock”) with
a per share exercise price of $9.3068; (ii) a fully vested Company Option to purchase 150,000 shares of Company Common Stock with a per
share exercise price of $15.4503; (iii) a fully vested option to purchase 80,000 shares of Company Common Stock with a per share exercise
price of $31.0082; and (iv) unvested restricted stock units (“Company RSUs”) covering 277,529 shares of Company Common Stock,
all of which Company RSUs are unvested and scheduled to vest on February 15, 2025.


 


(b)       Any
Company Options held by you on the Separation Date shall remain exercisable until the earlier of (i) the expiration of the term of the
applicable option and (ii) ninety (90) days following the earlier of (A) your ceasing to serve as a member of the Board of Directors of
ANGI Inc., and (B) ANGI Inc. ceasing to be a majority owned subsidiary of the Company (unless more favorable treatment is provided for
options held by members of the Board of Directors of ANGI Inc. in their capacity as such). On the Separation Date you automatically will
forfeit all unvested Company RSUs then held by you, including, for the avoidance of doubt, the Company RSUs referred to in paragraph 3(a).


 


(c)       Except
as modified pursuant to this paragraph 3, the terms and conditions of each stock option agreement or restricted stock unit agreement that
you may have, and the terms and conditions of the applicable plan corresponding thereto (collectively, the “Equity Agreements”),
remain unchanged and in full force and effect. You may access your equity awards through your Morgan Stanley account at stockplanconnect.morganstanley.com.


 


4.        
Survival. To the extent provided therein, your obligations under any company policy to which you were subject during your employment
and which survive a termination of your employment shall survive the severance of your employment and the termination of the Employment
Agreement provided for herein


 






     


     


    

 


5.         Cooperation.
You agree to cooperate reasonably with the Company concerning business or legal matters about which you had knowledge during your employment
subject to your personal and business commitments. The Company will pay your reasonable out-of-pocket expenses incurred in connection
therewith (including fees of independent legal counsel if approved by the Company’s general counsel, which approval shall not be
unreasonably withheld). You shall not be required to cooperate against your own legal interests or that of a subsequent employer.


 


6.         Return
of Company Property. On the Separation Date, you will return to the Company all property belonging to the Company (other than immaterial
items), including but not limited to keys, card access to buildings and office floors, internal policies and other confidential business
information and documents. Notwithstanding the foregoing, you shall be entitled to retain your calendars, contacts and personal correspondence
and any information reasonably needed for your personal tax preparation purposes.


 


7.         Other
Matters. Notwithstanding Section 2(c) of the terms and conditions of the Employment Agreement, you may solicit for employment and
hire the employee set forth on Exhibit A hereto. The Company acknowledges and understands that you intend to enter into a Service
Agreement on the date hereof and the Company agrees that you may enter into the Services Agreement and provide services pursuant to the
Services Agreement provided that such services (i) do not materially interfere with the performance of your duties to the Company and
(ii) do not otherwise violate the terms of the Employment Agreement, including provisions set forth in Section 2 of the terms and conditions
of such agreement.


 


8.         Governing
Law; Venue. This Agreement and all matters or issues related hereto shall be governed by the laws of the State of New York applicable
to contracts entered into and performed therein (without reference to its principles of conflicts of laws). The Company and you hereby
submit to the jurisdiction of all state courts of the State of New York sitting in New York County, and the United States District Court
for Southern District of New York for the purposes of the enforcement of this Agreement. The parties acknowledge that such courts have
jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that
they may have as to personal jurisdiction and/or venue in such courts.


 


9.         Miscellaneous.


 


(a)       This
Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors
and assigns.


 


(b)       Except
for the Equity Agreements, this Agreement contains the entire understanding of the parties hereto relating to the subject matter contained
herein and supersede all prior agreements or understandings between the parties hereto with respect thereto, including, without limitation,
the Employment Agreement (excluding the provisions of the Employment Agreement which survive its termination as expressly provided herein),
and can be changed only by a writing signed by all parties hereto. No waiver shall be effective against any party unless in writing and
signed by the party against whom such waiver shall be enforced.


 






     


     


    

 


10.       Notices.
All notices and other communications hereunder shall be deemed to be sufficient if in writing and delivered in person or by a nationally
recognized courier service, addressed, if to you, to the address set forth above;


 


if to the Company:


 


IAC/InterActiveCorp


555 West 18th Street


New York, New York 10011


Attention: General Counsel


 


or such other address as you or the Company may
have furnished to the other parties in writing. Each notice delivered in person or by overnight courier shall be deemed given when delivered
or when delivery is attempted and refused.


 


11.       Severability;
Enforceability. In case any provision or provisions contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect by any court or administrative body with competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect the remaining provisions hereof, which shall remain in full force and effect. Any provision(s) so determined to be invalid,
illegal or unenforceable shall be reformed so that they are valid, legal and enforceable to the fullest extent permitted by law or, if
such reformation is impossible, then this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never
been contained herein; provided that, upon a finding by a court of competent jurisdiction that this Agreement is illegal and/or unenforceable,
you hereby agree to execute and deliver an agreement in substantially the same form as this Agreement, modified to the extent necessary
so as to constitute a legal and enforceable agreement.


 


12.       Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement.


 


[Signature Page Follows]


 






     


     


    

 


If the foregoing correctly sets forth our understanding,
please sign and have notarized one copy of this Agreement and return it to the undersigned, whereupon this letter shall constitute a binding
agreement between us.


 


	 	Sincerely,
	 	 
	 	/s/ Kendall Handler
	 	Kendall Handler
	 	SVP & General Counsel
	 	 
	ACCEPTED AND AGREED:	 
	 	 
	/s/ Glenn Schiffman	 
	Glenn Schiffman	 







 






     


     


    

 


Exhibit
A


 


 


[Omitted]