Exhibit 10.8


 


Form of Terms
and Conditions for Annual Vesting Awards

(effective February 16, 2007)


 


Overview


 


These Terms and
Conditions apply to Annual Vesting Awards of restricted stock units granted pursuant
to Section 7 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan
(the “Plan”). You were notified of your Annual Vesting Award by way of an award
notice (the “Award Notice”).


 


ALL CAPITALIZED TERMS USED
HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN PLAN.


 


Continuous
Service


 


In order for your Annual Vesting
Award to vest, you must be continuously employed by IAC or any of its
Subsidiaries or Affiliates (excluding Expedia,
Inc. and its subsidiaries) during the Restriction Period (as defined below).. Nothing
in your Award Notice, these Terms and Conditions or the Plan shall confer upon you
any right to continue in the employ or service of IAC or any of its Subsidiaries
or Affiliates or interfere in any way with their rights to terminate your employment
or service at any time.


 


Vesting


 


Subject to the Award Notice, these Terms and Conditions and the Plan,
the RSUs in respect of your Annual Vesting Award shall vest and no longer be
subject to any restriction (such period during which restrictions apply is the “Restriction
Period”) as follows:


 


	
  Vesting Date

  	
   

  	
  Percentage of Total Annual Vesting

  Award Vesting

  
	
  On the first anniversary
  of the award date specified in your Award Notice (the “Award Date”)

  	
   

  	
  20%

  
	
  On the second anniversary
  of the Award Date

  	
   

  	
  20%

  
	
  On the third anniversary
  of the Award Date

  	
   

  	
  20%

  
	
  On the fourth anniversary
  of the Award Date

  	
   

  	
  20%

  
	
  On the fifth anniversary
  of the Award Date

  	
   

  	
  20%

  



 


Termination
of Employment


 


Upon the termination of
your employment with IAC or any of its Subsidiaries or Affiliates during the
Restriction Period for any reason, any unvested portion of your Annual Vesting Award
shall be forfeited and canceled in its entirety effective immediately upon such
termination of employment.


 


If your employment is
terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if
following any termination of employment between you and IAC or any of its
Subsidiaries or Affiliates for any reason IAC determines that during the two
years prior to such 


 

















 


termination there was an event or circumstance that would have been
grounds for termination for Cause, your Annual Vesting Award shall be forfeited
and canceled in its entirety upon such termination, and IAC may cause you,
immediately upon notice, either to return the shares or cash issued upon the
settlement of RSUs that vested during the two-year period after the events or
circumstances giving rise to or constituting grounds for termination for Cause
or to pay IAC an amount equal to the aggregate amount, if any, that you had
previously realized in respect of any and all shares issued upon settlement of
RSUs that vested during the two-year period after the events or circumstances
giving rise to or constituting grounds for such termination for Cause (i.e.,
the value of the RSUs upon vesting), in each case, including any dividend
equivalents or other distributions received in respect of any such RSUs. This
remedy shall be without prejudice to, or waiver of, any other remedies IAC or
its Subsidiaries or Affiliates may have in such event.


 


Settlement


 


Subject to your satisfaction
of the tax obligations described immediately below under “Taxes and
Withholding,” as soon as practicable after any RSUs in respect of your Annual Vesting Award
have vested and are no longer subject to the Restriction Period,  such RSUs shall be settled. For each RSU
settled, IAC shall (i) if you are employed within the United States, issue one
share of Common Stock for each RSU vesting or (ii) if you are employed outside
the United States, pay, or cause to be paid, to you an amount of cash equal to
the Fair Market Value of one share of Common Stock for each RSU vesting. Notwithstanding
the foregoing, IAC shall be entitled to hold the shares or cash issuable to you
upon settlement of all RSUs that have vested until IAC or the agent selected by
IAC to administer the Plan (the “Agent”) has received from you (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 RSUs.


 


Taxes and Withholding


 


No later than the date as
of which an amount in respect of any RSUs first becomes includible in your gross
income for federal, state, local or foreign income or employment or other tax
purposes, IAC or its Subsidiaries and/or Affiliates shall, unless prohibited by
law, have the right to deduct any federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount due to you,
including deducting such amount from the delivery of shares or cash issued upon
settlement of the RSUs that gives rise to the withholding requirement. In the
event shares are deducted to cover tax withholdings, the number of shares
withheld shall generally have a Fair Market Value equal to the aggregate amount
of IAC’s withholding obligation. If the event that any such deduction and/or
withholding is prohibited by law, you shall, prior to or contemporaneously with
the vesting or your RSUs, pay to IAC, or make arrangements satisfactory to IAC 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.


 


Adjustment
in the Event of Change in Stock; Change in Control


 


In the event of (i) a
stock dividend, stock split, reverse stock split, share combination, or
recapitalization or similar event affecting the capital structure of IAC (each,
a “Share Change”), or (ii) a merger, consolidation, acquisition of property or
shares, separation, spin-off, reorganization, stock rights offering,
liquidation, Disaffiliation, or similar event affecting IAC or any of its
Subsidiaries (each, a “Corporate Transaction”), the Compensation and Human 


 


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Resources Committee (the “Committee”)
or the Board will make such substitutions or adjustments, if any, as it, in its
good faith and sole discretion, deems appropriate and equitable to the number
of RSUs and the number and kind of shares of Common Stock underlying the RSUs. The
determination of the Committee regarding any such adjustment will be final and
conclusive and need not be the same for all RSU award recipients (including,
but not limited to, recipients of Annual Vesting Awards).


 


In the event you cease to be employed by either IAC or
any of its Subsidiaries or Affiliates within the two year period involving Change
in Control as a result of (i) a termination by IAC or any of its Subsidiaries
or Affiliates without Cause, (ii) your death or Disability or (iii) a
resignation by you for Good Reason (as defined in Section 10 of the Plan), in
each case, within the two-year period following a Change in Control, then upon
the occurrence of such termination of employment, 100% of your Annual Vesting
Award shall automatically vest.


 


Non-Transferability of the RSUs


 


Until such time as your RSUs
are ultimately settled, they shall not be transferable by you by means of sale,
assignment, exchange, encumbrance, pledge, hedge or otherwise.


 


No
Rights as a Stockholder


 


Except as otherwise
specifically provided in under the Plan, unless and until your RSUs are
settled, you shall not be entitled to any rights of a stockholder with respect
to the RSUs. Notwithstanding the foregoing, if IAC declares and pays dividends
on the Common Stock during the Restriction Period for particular RSUs in
respect of your Annual Vesting Award, you will be credited with additional
amounts for each RSU underlying such Annual Vesting Award equal to the dividend
that would have been paid with respect to such RSU as if it had been an actual
share of Common Stock, which amount shall remain subject to restrictions (and
as determined by the Committee may be reinvested in RSUs or may be held in kind
as restricted property) and shall vest concurrently with the vesting of the RSUs
upon which such dividend equivalent amounts were paid. Notwithstanding the
foregoing, dividends and distributions other than regular quarterly cash
dividends, if any, may result in an adjustment pursuant to the “Adjustment in
the Event of Change in Stock; Change in Control” section above.


 


Other Restrictions


 


The RSUs shall be subject
to the requirement that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body
is necessary or desirable as a condition of, or in connection with, the
delivery of shares, then in any such event, the award of RSUs shall not be
effective unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.


 


Conflicts and Interpretation


 


In the event of any
conflict between these Terms and Conditions and the Plan, the Plan shall
control. In the event of any ambiguity in these Terms and Conditions, or any
matters as to which these Terms and Conditions are silent, the Plan shall
govern. In the event of any conflict between the Award Notice (or any other
information posted on IAC’s extranet or given to you directly or indirectly through
the Agent (including information posted on www.benefitaccess.com))
and IAC’s books and records, or (ii) ambiguity in the Award Notice (or 


 


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any other
information posted on IAC’s extranet or given to you directly or indirectly
through the Agent (including information posted on www.benefitaccess.com),
IAC’s books and records shall control.


 


Amendment


 


IAC may modify, amend or
waive the terms of your RSUs, prospectively or retroactively, but no such
modification, amendment or waiver shall materially impair your rights without your
consent, except as required by applicable law, NASDAQ or stock exchange rules,
tax rules or accounting rules.


 


Data
Protection


 


The
acceptance of your RSUs constitutes your authorization of the release
from time to time to IAC 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 your RSUs and/or the
Plan (the “Relevant Information”). Without limiting the above, this
authorization permits your employing company 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 your RSUs and/or the Plan and/or to implement or
structure any further grants of equity awards (if any)). The acceptance of your
RSUs also constitutes your authorization of the transfer of the Relevant
Information to any jurisdiction in which IAC, your employing company or the
Agent considers appropriate. You shall have access to, and the right to change,
the Relevant Information, which will only be used in accordance with applicable
law.


 


Section
409A of the Code


 


Annual Vesting Awards are not intended to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended, and the rules and regulations issued
thereunder (“Section 409A”). 
Accordingly, if any amounts or benefits payable in respect of your
Annual Vesting Award are (i) payable upon a termination of employment and (ii)
if you are a “Specified Employee” (as defined under Section 409A) as of the
date of your termination of employment, then such amounts or benefits (if any)
shall be paid or provided to you in a single lump sum on the first business day
after the date that is six months following your termination of employment.


 


In
no event shall IAC be required to pay you any “gross-up” or other payment with
respect to any taxes or penalties imposed under Section 409A with respect to
any amounts or benefits paid to you in respect of your Annual Vesting Award.


 


Notification of Changes


 


Any changes to these
Terms and Conditions shall either be posted on IAC’s extranet and www.benefitaccess.com
or communicated (either directly by IAC or indirectly through
any of its Subsidiaries, Affiliates or the Agent) to you electronically via
e-mail (or otherwise in writing) promptly after such change becomes effective. You are therefore urged to periodically check these Terms and
Conditions to determine whether any changes have been made.


 


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