Exhibit 10.22


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Thomas J.
McInerney (“Executive”) and IAC/InterActiveCorp, a Delaware corporation (the “Company”),
and is effective November 21, 2006 (the “Effective Date”).


 


WHEREAS,
the Company desires to establish its right to the services of Executive, in the
capacity described below, on the terms and conditions hereinafter set forth,
and Executive is willing to accept such employment on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive
and the Company have agreed and do hereby agree as follows:


 


1A.          EMPLOYMENT. During the Term (as defined below), the Company
shall employ Executive, and Executive shall be employed, as Executive Vice
President, Chief Financial Officer. During Executive’s employment with the
Company, Executive shall do and perform all services and acts necessary or
advisable to fulfill the duties and responsibilities as are commensurate and
consistent with Executive’s position and shall render such services on the
terms set forth herein. During Executive’s employment with the Company, Executive
shall report directly to the Chief Executive Officer of the Company, or such
person as may from time to time be designated by the Company (hereinafter
referred to as the “Reporting Officer”). Executive shall have such powers and
duties with respect to the Company as may reasonably be assigned to Executive
by the Reporting Officer, to the extent consistent with Executive’s position. Executive
agrees to devote all of Executive’s working time, attention and efforts to the
Company and to perform the duties of Executive’s position in accordance with
the Company’s policies as in effect from time to time. Executive’s principal
place of employment shall be the Company’s offices located in New York, New
York.


 


2A.          TERM. This Agreement shall commence on the Effective Date
and shall continue for a period of one (1) year. This agreement shall
automatically be renewed for successive one-year periods in perpetuity unless one
party hereto provides written notice to the other, at least ninety (90) days
prior to the end of the then current one-year employment period, that it elects
not to extend this Agreement, which notice shall be irrevocable (any such
notice, a “Non-Renewal Notice”). The period beginning on the date hereof and
ending on the first anniversary hereof or, if the Agreement is renewed pursuant
to the prior sentence, the last day of the last one-year renewal period, shall
be referred to hereinafter as the “Term”.


 


Notwithstanding
anything to the contrary in this Section 2A, Executive’s employment hereunder
may be terminated in accordance with the provisions of Section 1 of the
Standard Terms and Conditions attached hereto.


 


3A.          COMPENSATION.


 


(a)           BASE SALARY. During
the period that Executive is employed with the Company hereunder, the Company
shall pay Executive an annual base salary (the “Base Salary”), payable in equal biweekly installments (or, if different,
in accordance with the Company’s 


 

















 


payroll practice
as in effect from time to time). The Base Salary may be increased from time to
time in the discretion of the Compensation and Human Resources Committee of the
Company (the “Compensation Committee”). For all purposes under this Agreement,
the term “Base Salary” shall refer to the Base Salary as in effect from time to
time.


 


(b)           DISCRETIONARY BONUS
AND EQUITY AWARDS. During the period that Executive is employed with the
Company hereunder, Executive shall be eligible to receive discretionary annual
bonuses and equity awards.


 


(c)           BENEFITS. From
the Effective Date through the date of termination of Executive’s employment
with the Company for any reason, Executive shall be entitled to participate in any
welfare, health and life insurance, pension benefit and incentive programs as
may be adopted from time to time by the Company on the same basis as that
provided to similarly situated employees of the Company. Without limiting the
generality of the foregoing, Executive shall be entitled to the following
benefits:


 


(i)            Reimbursement for
Business Expenses. During the period that Executive is employed with the
Company hereunder, the Company shall reimburse Executive for all reasonable and
necessary expenses incurred by Executive in performing Executive’s duties for
the Company, on the same basis as similarly situated employees and in
accordance with the Company’s policies as in effect from time to time.


 


(ii)           Vacation. During
the period that Executive is employed with the Company hereunder, Executive
shall be entitled to paid vacation each year, in accordance with the plans,
policies, programs and practices of the Company applicable to similarly
situated employees of the Company generally.


 


4A.          NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by first-class mail, certified
or registered with return receipt requested, or by hand delivery, or by
overnight delivery by a nationally recognized carrier, in each case to the applicable
address set forth below, and any such notice is deemed effectively given when
received by the recipient (of if receipt is refused by the recipient, when so
refused):


 


	
  If to the Company:

  	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  	
  152 West 57th Street, 42nd
  Floor

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
  Attention: SVP, Human Resources

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Pamela Seymon

  
	
   

  	
   

  	
  Wachtell, Lipton, Rosen & Katz

  
	
   

  	
   

  	
  51 West 52nd Street

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  At the most recent address for Executive on record
  at the Company.

  



 


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Either party may
change such party’s address for notices by notice duly given pursuant hereto.


 


5A.          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 New York without
reference to its principles of conflicts of laws. Any dispute between the
parties hereto arising out of or related to this Agreement will be heard exclusively
and determined before an appropriate federal court located in the State of New
York, or an appropriate New York state court, and each party hereto submits
itself and its property to the exclusive jurisdiction of the foregoing
courts with respect to such disputes. The parties hereto acknowledge and agree
that this Agreement was executed and delivered in the State of New York, that the
Company is headquartered in New York City and that, in the course of performing
duties hereunder for the Company, Executive shall have multiple contacts with
the business and operations of the Company, as well as other businesses and
operations in the State of New York, and that for those and other reasons
this Agreement and the undertakings of the parties hereunder bear a reasonable
relation to the State of New York. Each party hereto (i) agrees that service of
process may be made by mailing a copy of any relevant document to the address
of the party set forth above, (ii) 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, (iii)
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 (iv) 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.


 


6A.          COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


7A.          STANDARD TERMS AND CONDITIONS. Executive expressly understands and
acknowledges that the Standard Terms and Conditions attached hereto are
incorporated herein by reference, deemed a part of this Agreement and are
binding and enforceable provisions of this Agreement. References to “this
Agreement” or the use of the term “hereof” shall refer to this Agreement and
the Standard Terms and Conditions attached hereto, taken as a whole.


 


8A.          SECTION 409A OF THE INTERNAL REVENUE CODE. This Agreement is not intended to
constitute a “nonqualified deferred compensation plan” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended, and the rules
and regulations issued thereunder (“Section 409A”).  Notwithstanding the
foregoing, if this Agreement or any benefit paid to Executive hereunder is
subject to Section 409A and if the Executive is a “Specified Employee” (as
defined under Section 409A) as of the date of Executive’s termination of
employment hereunder, then the payment of benefits, if any, scheduled to be
paid by the Company to Executive hereunder during the first six (6) month
period following the date of a termination of employment hereunder shall not be
paid until seven (7) months following the date 


 


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of such termination of
employment (along with interest for the period of such
delay at the then applicable borrowing rate of the Company as of the
commencement of such delay).  In
no event shall the Company be required to pay Executive any “gross-up” or other
payment with respect to any taxes or penalties imposed under Section 409A with
respect to any benefit paid to Executive hereunder. The Company agrees to take
any reasonable steps requested by Executive to avoid adverse tax consequences
to Executive as a result of any benefit to Executive hereunder being subject to
Section 409A, provided that Executive shall, if requested, reimburse the
Company for any incremental costs (other than incidental costs) associated with
taking such steps.


 


[The Signature Page
Follows]


 


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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered by its duly authorized officer and Executive has executed and
delivered this Agreement on November 27, 2006.


 


	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Representatives

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas J. McInerney

  
	
   

  	
   

  
	
   

  	
  Thomas
  J. McInerney

  



 

















 


STANDARD
TERMS AND CONDITIONS


 


1.             TERMINATION OF EXECUTIVE’S
EMPLOYMENT.


 


(a)           DEATH. In the
event Executive’s employment hereunder is terminated by reason of Executive’s
death, the Company shall pay Executive’s designated beneficiary or
beneficiaries, within thirty (30) days of Executive’s death in a lump sum in
cash, (i) Executive’s Base Salary through the end of the month in which death
occurs and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).


 


(b)           DISABILITY. If,
as a result of Executive’s incapacity due to physical or mental illness (“Disability”),
Executive shall have been absent from the full-time performance of Executive’s
duties with the Company for a period of four (4) consecutive months and, within
thirty (30) days after written notice is provided to Executive by the Company
(in accordance with Section 4A hereof), Executive shall not have returned to
the full-time performance of Executive’s duties, Executive’s employment under
this Agreement may be terminated by the Company for Disability. During any
period prior to such termination during which Executive is absent from the
full-time performance of Executive’s duties with the Company due to Disability,
the Company shall continue to pay Executive’s Base Salary at the rate in effect
at the commencement of such period of Disability, offset by any amounts payable
to Executive under any disability insurance plan or policy provided by the
Company. Upon termination of Executive’s employment due to Disability, the
Company shall pay Executive within thirty (30) days of such termination (i) Executive’s
Base Salary through the end of the month in which termination occurs in a lump
sum in cash, offset by any amounts payable to Executive under any disability
insurance plan or policy provided by the Company; and (ii) any Accrued
Obligations (as defined in paragraph 1(f) below).


 


(c)           TERMINATION FOR
CAUSE. Upon the termination of Executive’s employment by the Company for
Cause (as defined below), the Company shall have no further obligation
hereunder, except for the payment of any Accrued Obligations (as defined in
paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of
guilty or nolo contendere to, or conviction for, the commission of a felony
offense by Executive; provided, however, that after indictment,
the Company may suspend Executive from the rendition of services, but without
limiting or modifying in any other way the Company’s obligations under this
Agreement; provided, further, that Executive’s employment shall
be immediately reinstated if the indictment is dismissed or otherwise dropped
and there is not otherwise grounds to terminate Executive’s employment for
Cause; (ii) a material breach by Executive of a fiduciary duty owed to the
Company, provided that the Reporting Officer determines, in his/her good
faith discretion, that such material breach undermines his/her confidence in
Executive’s fitness to continue in his position, as evidenced in writing from
the Reporting Officer (it being understood that the determination as to whether
such material breach occurred is not in the good faith discretion of the
Reporting Officer); (iii) a material breach by Executive of any of the
covenants made by Executive in Section 2 hereof, provided, however, that
in the event such material breach is curable, Executive shall have failed to
remedy such material breach within ten (10) days of Executive having received a
written demand for cure by the
Reporting Officer, which demand 


 

















 


specifically
identifies the manner in which the Company believes that Executive has
materially breached any of the covenants made by Executive in Section 2 hereof;
(iv) Executive’s continued willful or gross neglect of the material duties
required by this Agreement following receipt of written notice signed by the
Reporting Officer which specifically identifies the nature of such willful or
gross neglect and a reasonable opportunity to cure, (v) a knowing and material
violation by Executive of any material Company policy pertaining to ethics,
wrongdoing or conflicts of interest, and (vi) any act or omission which
occurred prior to the Effective Date and which would have constituted “Cause”
under the previous employment agreement between Executive and the Company (the “Previous
Employment Agreement”).


 


(d)           TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
FOR GOOD REASON. If Executive’s employment hereunder is terminated prior to
the expiration of the Term by the Company for any reason other than Executive’s
death, Disability or Cause, or if Executive terminates his employment hereunder
prior to the expiration of the Term for Good Reason, then:


 


(i)            the Company shall continue
to pay to Executive the Base Salary for twelve (12) months from the date of
such termination (the “Severance Period”), payable in equal biweekly installments
(or, if different, in accordance with the Company’s payroll practice as in
effect from time to time) over the course of such twelve (12) months;


 


(ii)           the Company shall pay Executive
within thirty (30) days of the date of such termination in a lump sum in cash
any Accrued Obligations (as defined in paragraph 1(f) below);


 


(iii)          any compensation awards
of Executive based on, or in the form of, Company equity (e.g. restricted
stock, restricted stock units, stock options or similar instruments) that are
outstanding and unvested at the time of such termination but which would, but
for a termination of employment, have vested during the Severance Period shall
vest as of the date of such termination of employment; provided that any
outstanding award with a vesting schedule that would, but for a termination of
employment, have resulted in a smaller percentage (or none) of the award being
vested through the end of the Severance Period than if it vested annually pro
rata over its vesting period shall, for purposes of this provision, be treated
as though it vested annually pro rata over its vesting period (e.g., if 100
RSUs were granted 2.7 years prior to the date of termination and vested pro
rata on the first five anniversaries of the grant date and 100 RSUs were
granted 1.7 years prior to the date of termination and vested on the fifth
anniversary of the grant date, then on the date of termination 20 RSUs from the
first award and 40 RSUs from the second award would vest); and provided
further that any amounts that would vest under this provision but for the
fact that outstanding performance conditions have not been satisfied shall vest
only if, and at such point as, such performance conditions are satisfied; and


 


(iv)  any then vested options of Executive (including
options vesting as a result of (iii) above) to purchase Company equity, shall
remain exercisable through the date that is 


 


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eighteen months
following the date of such termination or, if earlier, through the scheduled
expiration date of such options.


 


The payment to Executive
of the severance benefits described in this Section 1(d) (including any
accelerated vesting), shall be subject to Executive’s execution and
non-revocation of a general release of the Company and its affiliates, in a
form substantially similar to that used for similarly situated executives of
the Company and its affiliates, and Executive’s compliance with the restrictive
covenants set forth in Section 2 hereof. Executive acknowledges and agrees that
the severance benefits described in this Section 1(d) constitutes good and
valuable consideration for such release. For purposes of this Agreement, “Good
Reason” shall mean the occurrence of any of the following without Executive’s
prior written consent:  (A) Executive being
required to report to someone other than the Company’s Chief Executive Officer
and/or the Vice Chairman as of the Effective Date, (B) the material reduction in Executive’s title, duties or level of
responsibilities as of the Effective Date, excluding
for this purpose any such reduction that is an isolated and inadvertent action
not taken in bad faith or that is authorized pursuant to this Agreement, but
including any circumstances under which the Company is no longer publicly
traded and is controlled by another company, (C) any reduction in Executive’s
Base Salary, or (D) the relocation of Executive’s principal place of employment
outside of the metropolitan area of Executive’s principal place of employment
as of the Effective Date, provided that in no event shall Executive’s
resignation be for “Good Reason” unless (x) an event or circumstance set
forth in clauses (A) through (D) shall have occurred and Executive provides the
Company with written notice thereof within thirty (30) days after Executive has
knowledge of the occurrence or existence of such event or circumstance, which
notice specifically identifies the event or circumstance that Executive
believes constitutes Good Reason, (y) the Company fails to correct the
circumstance or event so identified within thirty (30) days after the receipt
of such notice, and (z) Executive resigns within ninety (90) days after the
date of delivery of the notice referred to in clause (x) above.


 


(e)           MITIGATION; OFFSET.
If Executive obtains other employment during the period of time in which the
Company is required to make payments to Executive pursuant to Section 1(d)(i)
above, the amount of any such remaining payments or benefits to be provided to
Executive shall be reduced by the amount of compensation and benefits earned by
Executive from such other employment through the end of such period (provided
that for purposes of calculating which portion of the payments made under
1(d)(i) are subject to reduction, any delay in the Company making payments by
virtue of Section 8A shall not be taken into account). For purposes of this
Section 1(e), Executive shall have an obligation to inform the Company
regarding Executive’s employment status following termination and during the
period of time in which the Company is making payments to Executive under
Section 1(d)(i) above.


 


(f)            ACCRUED OBLIGATIONS.
As used in this Agreement, “Accrued Obligations” shall mean the sum of (i) any
portion of Executive’s accrued but unpaid Base Salary through the date of death
or termination of employment for any reason, as the case may be; and (ii) any
compensation previously earned but deferred by Executive (together with any
interest or earnings thereon) that has not yet been paid.


 


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(g)           NOTICE OF NON-RENEWAL. If the Company delivers a Non-Renewal
Notice to Executive then, provided Executive’s employment hereunder continues
through the expiration date then in effect, effective as of such expiration
date the Company and Executive shall have the same rights and obligations
hereunder as they would if the Company had terminated Executive’s employment
hereunder prior to the end of the Term for any reason other than Executive’s
death, Disability or Cause. Notwithstanding the foregoing, in no event shall
the delivery of a Non-Renewal Notice by Executive to the Company in and of
itself be deemed to be a resignation by Executive for Good Reason.


 


(h)           EXTENDED EXERCISE PERIOD. In the event Executive’s employment
with the Company terminates for any reason, all Executive’s stock options which
were outstanding as of the Effective Date and which are vested as of the date
of such termination shall remain exercisable until the date that is eighteen
months following the date of such termination or, if earlier, the date of such
options’ expiration.


 


2.             CONFIDENTIAL
INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)           CONFIDENTIALITY.
Executive acknowledges that, while employed by the Company, Executive has
occupied and will occupy a position of trust and confidence. The Company has
provided and shall provide Executive with “Confidential Information” as
referred to below. Executive shall not, except as Executive in good faith deems
appropriate to perform Executive’s duties hereunder or as required by
applicable law, without limitation in time, communicate, divulge, disseminate,
disclose to others or otherwise use, whether directly or indirectly, any
Confidential Information regarding the Company or any of its subsidiaries or
affiliates. “Confidential Information” shall mean information about the Company
or any of its subsidiaries or affiliates, and their respective businesses,
employees, consultants, contractors, clients and customers that is not
disclosed by the Company or any of its subsidiaries or affiliates for financial
reporting purposes or otherwise generally made available to the public (other
than by Executive’s breach of the terms hereof or the terms of any previous
confidentiality obligation by Executive to the Company) and that was learned or
developed by Executive in the course of employment by the Company or any of its
subsidiaries or affiliates, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer
lists and all papers, resumes, and records (including computer records) of the
documents containing such Confidential Information. Executive acknowledges that
such Confidential Information is specialized, unique in nature and of great
value to the Company and its subsidiaries or affiliates, and that such
information gives the Company and its subsidiaries or affiliates a competitive
advantage. Executive agrees to deliver or return to the Company, at the Company’s
request at any time or upon termination or expiration of Executive’s employment
or as soon thereafter as possible, all documents, computer tapes and disks,
records, lists, data, drawings, prints, notes and written information (and all
copies thereof) furnished by the Company and its subsidiaries or affiliates or
prepared by Executive in the course of Executive’s employment by the Company
and its subsidiaries or affiliates. As used in this Agreement, “subsidiaries”
and “affiliates” shall mean any company controlled by, controlling or under
common control with the Company.


 


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(b)           NON-COMPETITION.
In consideration of this Agreement, and for other good and valuable
consideration provided hereunder, the receipt and sufficiency of which are
hereby acknowledged by Executive, Executive hereby agrees and covenants that,
during Executive’s employment with the Company and for a period of (12) twelve
months thereafter, Executive shall not, without the prior written consent of
the Company, directly or indirectly, engage in or become associated with a
Competitive Activity. For purposes of this Section 2(b),  (i) a “Competitive Activity” means any
business or other endeavor involving products or services that are the same or
similar to products or services (the “Company Products or Services”) that any
business of the Company is engaged in providing as of the date hereof or at any
time during the Term, provided such business or endeavor is in the United
States, or in any foreign jurisdiction in which the Company provides, or has
provided during the Term, the relevant Company Products or Services, and (ii)
Executive shall be considered to have become “associated with a Competitive
Activity” if Executive becomes directly or indirectly involved as an owner,
principal, employee, officer, director, independent contractor, representative,
stockholder, financial backer, agent, partner, member, advisor, lender,
consultant or in any other individual or representative capacity with any
individual, partnership, corporation or other organization that is engaged in a
Competitive Activity. Notwithstanding anything else in this Section 2(b), (i)
Executive may become employed by a partnership, corporation or other
organization that is engaged in a Competitive Activity so long as Executive has
no direct or indirect responsibilities or involvement in the Competitive
Activity, (ii) Executive may own, for investment purposes only, up to five
percent (5%) of the outstanding capital stock of any publicly-traded
corporation engaged in a Competitive Activity if the stock of such corporation
is either listed on a national stock exchange or on the NASDAQ National Market
System and if Executive is not otherwise affiliated with such corporation,
(iii) if Executive’s employment hereunder is terminated by the Company for any
reason other than Executive’s death, Disability or Cause, or by Executive for
Good Reason, then the restrictions contained in this Section 2(b) shall lapse,
and (iv) Executive shall only be subject to the restrictions contained in this
Section 2(b) to the extent the activity that would otherwise be prohibited by
this section poses a reasonable competitive threat to the Company, which
determination shall be made by the Company in good faith.


 


(c)           NON-SOLICITATION OF EMPLOYEES. Executive
recognizes that he possesses and will possess Confidential Information about
other employees, consultants and contractors of the Company and its
subsidiaries or affiliates relating to their education, experience, skills,
abilities, compensation and benefits, and inter-personal relationships with
suppliers to and customers of the Company and its subsidiaries or affiliates. Executive
recognizes that the information he possesses and will possess about these other
employees, consultants and contractors is not generally known, is of
substantial value to the Company and its subsidiaries or affiliates in
developing their respective businesses and in securing and retaining customers,
and has been and will be acquired by Executive because of Executive’s business
position with the Company. Executive agrees that, during Executive’s employment
with the Company, and for a period of eighteen (18) months thereafter,
Executive will not, directly or indirectly, solicit or recruit any employee of
the Company or any of its subsidiaries or affiliates (or any individual who was
an employee of the Company or any of its subsidiaries or affiliates at any time
during the six (6) months prior to such act of hiring, solicitation or
recruitment) for the purpose of being employed by Executive or by any business,
individual, partnership, firm, 


 


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corporation or
other entity on whose behalf Executive is acting as an agent, representative or
employee and that Executive will not convey any such Confidential Information
or trade secrets about other employees of the Company or any of its
subsidiaries or affiliates to any other person except within the scope of
Executive’s duties hereunder. Notwithstanding the foregoing, Executive is not precluded from soliciting any individual who
(i) initiates discussions regarding employment on his or her own, (ii) responds
to any public advertisement or general solicitation, or (iii) has been
terminated by the Company prior to the solicitation.


 


(d)           NON-SOLICITATION OF
BUSINESS PARTNERS. During Executive’s employment with the Company, and for
a period of twelve (12) months thereafter, Executive shall not, without the
prior written consent of the Company, persuade or encourage any business partners
or business affiliates of the Company or its subsidiaries or affiliates to
cease doing business with the Company or any of its subsidiaries or affiliates
or to engage in any business competitive with the Company or its subsidiaries
or affiliates.


 


(e)           PROPRIETARY RIGHTS;
ASSIGNMENT. All Employee Developments are and shall be made for hire by Executive
for the Company or any of its subsidiaries or affiliates. “Employee
Developments” means any discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work or authorship that (i) relates to the business or operations of the
Company or any of its subsidiaries or affiliates, or (ii) results from or is
suggested by any undertaking assigned to Executive or work performed by Executive
for or on behalf of the Company or any of its subsidiaries or affiliates,
whether created alone or with others, during or after working hours (including
before the Effective Date). All Confidential Information and all Employee
Developments shall remain the sole property of the Company or any of its subsidiaries
or affiliates. Executive has not acquired and shall not acquire any proprietary
interest in any Confidential Information or Employee Developments developed or
acquired during the Term or during Executive’s employment with the Company
before the Effective Date. To the extent Executive may, by operation of law or
otherwise, acquire any right, title or interest in or to any Confidential
Information or Employee Development, Executive hereby assigns to the Company all
such proprietary rights. Executive shall, both during and after the Term, upon
the Company’s request, promptly execute and deliver to the Company all such
assignments, certificates and instruments, and shall promptly perform such
other acts, as the Company may from time to time in its discretion deem
necessary or desirable to evidence, establish, maintain, perfect, enforce or
defend the Company’s rights in Confidential Information and Employee Developments.


 


(f)            COMPLIANCE WITH
POLICIES AND PROCEDURES. During the period that Executive is employed with
the Company hereunder, Executive shall adhere to the policies and standards of
professionalism set forth in the Company’s Policies and Procedures as they may
exist from time to time.


 


(g)           SURVIVAL OF
PROVISIONS. The obligations contained in this Section 2 shall, to the
extent provided in this Section 2, survive the termination or expiration of
Executive’s employment with the Company and, as applicable, shall be fully
enforceable thereafter in accordance with the terms of this Agreement. If it is
determined by a court of competent 


 


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jurisdiction in
any state that any restriction in this Section 2 is excessive in duration or
scope or is unreasonable or unenforceable under the laws of that state, it is
the intention of the parties that such restriction may be modified or amended
by the court to render it enforceable to the maximum extent permitted by the law
of that state.


 


3.             TERMINATION OF
PRIOR AGREEMENTS/EXISTING CLAIMS. Except for any agreements relating to currently
outstanding equity awards as of the date of this Agreement (which remain
outstanding, but subject to the terms of this Agreement), this Agreement
constitutes the entire agreement between the parties and, as of the Effective
Date, terminates and supersedes any and all prior agreements and understandings
(whether written or oral) between the parties with respect to the subject
matter of this Agreement. Executive acknowledges and agrees that neither the
Company nor anyone acting on its behalf has made, and is not making, and in
executing this Agreement, Executive has not relied upon, any representations,
promises or inducements except to the extent the same is expressly set forth in
this Agreement. Executive hereby represents and warrants to the Company that
Executive is not party to any contract, understanding, agreement or policy,
whether or not written, with Executive’s most-recent employer before the
Company (the “Previous Employer”) or otherwise, that would be breached by
Executive’s entering into, or performing services under, this Agreement. Executive
further represents that, prior to the Effective Date, (i) he has disclosed in
writing to the Company all material existing, pending or threatened claims
against him, if any, as a result of his employment with the Previous Employer
or his membership on any boards of directors and (ii) no breach by Executive of
any of his covenants in Section 2 of the Standard Terms and Conditions of the
Previous Employment Agreement has occurred.


 


4.             ASSIGNMENT;
SUCCESSORS. This Agreement is personal in its nature and none of the
parties hereto shall, without the consent of the others, assign or transfer
this Agreement or any rights or obligations hereunder, provided that the
Company may assign this Agreement to any affiliate of the Company (which
affiliate clearly has sufficient assets to satisfy the Company’s obligations
under this Agreement), and, in the event of the merger, consolidation,
transfer, or sale of all or substantially all of the assets of the Company with
or to any other individual or entity, this Agreement shall, subject to the
provisions hereof, be binding upon and inure to the benefit of such successor
and such successor shall discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder, and in the event of any such
assignment or transaction, all references herein to the “Company” shall refer
to the Company’s assignee or successor hereunder.


 


5.             WITHHOLDING. The
Company shall make such deductions and withhold such amounts from each payment
and benefit made or provided to Executive hereunder, as may be required from
time to time by applicable law, governmental regulation or order.


 


6.             HEADING REFERENCES.
Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose. References to “this Agreement” or the use of the term “hereof” shall
refer to these Standard Terms and Conditions and the Employment Agreement
attached hereto, taken as a whole.


 


7

















 


7.             REMEDIES FOR
BREACH. Executive expressly agrees and understands that Executive will
notify the Company in writing of any alleged breach of this Agreement by the
Company, and the Company will have thirty (30) days from receipt of Executive’s
notice to cure any such breach. Executive expressly agrees and understands that
in the event of any termination of Executive’s employment by the Company during
the Term, the Company’s contractual obligations to Executive shall be fulfilled
through compliance with its obligations under Section 1 of the Standard Terms
and Conditions.


 


Executive
expressly agrees and understands that the remedy at law for any breach by
Executive of Section 2 of the Standard Terms and Conditions will be inadequate
and that damages flowing from such breach are not usually susceptible to being
measured in monetary terms. Accordingly, it is acknowledged that, upon
Executive’s violation of any provision of such Section 2, the Company shall be
entitled to obtain from any court of competent jurisdiction immediate
injunctive relief and obtain a temporary order restraining any threatened or
further breach as well as an equitable accounting of all profits or benefits
arising out of such violation. Nothing in this Agreement shall be deemed to
limit the Company’s remedies at law or in equity for any breach by Executive of
any of the provisions of this Agreement, including Section 2, which may be
pursued by or available to the Company.


 


8.             WAIVER;
MODIFICATION. Failure to insist upon strict compliance with any of the
terms, covenants, or conditions hereof shall not be deemed a waiver of such
term, covenant, or condition, nor shall any waiver or relinquishment of, or
failure to insist upon strict compliance with, any right or power hereunder at
any one or more times be deemed a waiver or relinquishment of such right or
power at any other time or times. This Agreement shall not be modified in any
respect except by a writing executed by each party hereto.


 


9.             SEVERABILITY. In
the event that a court of competent jurisdiction determines that any portion of
this Agreement is in violation of any law or public policy, only the portions
of this Agreement that violate such law or public policy shall be stricken. All
portions of this Agreement that do not violate any statute or public policy
shall continue in full force and effect. Further, any court order striking any
portion of this Agreement shall modify the stricken terms as narrowly as
possible to give as much effect as possible to the intentions of the parties
under this Agreement.


 


[The Signature Page
Follows]


 


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ACKNOWLEDGED AND AGREED:


 


Date: November 27, 2006


 


	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Representatives

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas J. McInerney

  
	
   

  	
   

  
	
   

  	
  Thomas J. McInerney