Exhibit 10.19


 


AMENDMENT NUMBER 1

TO
EMPLOYMENT AGREEMENT
DATED AS OF OCTOBER 9, 2002

BETWEEN TOM MCINERNEY

AND

INTERACTIVECORP




This Amendment (this “Amendment”) is entered into as of November
15, 2004 (the “Amendment Effective Date”) by and between Tom McInerney
(the “Executive”) and IAC/InterActiveCorp (the “Company”) with
regard to that certain Employment Agreement, dated as of October 9, 2002,
between the Executive and the Company (the “Agreement”). All capitalized
terms used herein without definition will have the meaning given them in the
Agreement.


 


WHEREAS, Executive and the Company have agreed that Executive will
assume a new role within the Company and its affiliates; and


 


WHEREAS, it is the intention of the parties
to amend the terms of the Agreement as a result of this change.


 


NOW, THEREFORE, the parties agree that, as of a time to be designated
by the Company upon reasonable notice to Executive, the following amendments to
the Agreement shall become effective:


 


1.                                       The
first two sentences of Section 1A of the Agreement are hereby deleted and
replaced in their entirety with the following:


 


The Company agrees to employ Executive as Executive Vice President,
Chief Financial Officer and Executive accepts and agrees to such
employment.  Executive will have such
responsibilities as are reasonably assigned by the Reporting Officer (defined
below), consistent with his role as CFO of the Company (the “Responsibilities”).


 


2.                                       The
words “and HSN’s offices in St. Petersburg, Florida” shall be deleted from the
final sentence of Section 1A of the Agreement.


 


3.                                       In
Section 3A(a) of the Agreement, “$450,000” shall be
deleted and “$550,000” shall be inserted in its place.


 


4.                                       The
words “(including reasonable costs of commercial air travel incurred in
commuting on a regular basis between New York, New York and Tampa, Florida)” in
Section 3A(d)(i) of the Agreement, as well as the final sentence of the same
section, shall be deleted.


 





















 


5.                                       The
final sentence of Section 1 (d) of the Agreement shall be deleted and replaced
with the following:


 


“Notwithstanding any provision herein to the contrary, for the
avoidance of doubt the parties agree that the designation by the Company of a
new Reporting Officer shall not constitute a material diminution in Executive’s
Responsibilities, provided that the Executive retains such
responsibilities consistent with the role of CFO of the Company.”


 


6.                                       Except
as explicitly set forth herein, the Agreement will remain in full force and
effect.


 


2





















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of November 15, 2004.


 


 


	
   

  	
  IAC/INTERACTIVECORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory R. Blatt

  	
   

  
	
   

  	
   

  	
   Name: Gregory R. Blatt

  
	
   

  	
   

  	
   Title: SVP and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Thomas J. McInerney

  	
   

  
	
   

  	
   

  	
  THOMAS J. MCINERNEY

  
					



 


3