Exhibit
10.23


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered
into by and between Thomas J. McInerney (“Executive”) and IAC/InterActiveCorp,
a Delaware corporation (the “Company”), and is effective as of December 30,
2008 (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

  



 


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  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.

  



 


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.


 


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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 the earlier of seven (7) months
following the date of such termination of employment or Executive’s death
(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.


 


For purposes of this Agreement and the
Standard Terms and Conditions, a “Separation from Service” occurs when Executive
dies, retires or otherwise has a termination of employment with the Company
that constitutes a “separation from service” within the meaning of Treasury
Regulation Section 1.409A-1(h)(1), without regard to the optional
alternative definitions available thereunder.


 


To the extent that any reimbursement pursuant
to this Agreement or the Standard Terms and Conditions is taxable to Executive,
Executive shall provide the Company with documentation of the related expenses
promptly so as to facilitate the timing of the reimbursement payment
contemplated by this subsection, and any reimbursement payment due to Executive
pursuant to such provision shall be paid to Executive on or before the last day
of Executive’s taxable year following the taxable year in which the related
expense was incurred.  Such reimbursement
obligations pursuant to this Agreement are not subject to liquidation or
exchange for another benefit and the amount of such benefits that Executive
receives in one taxable year shall not affect the amount of such benefits that
Executive receives in any other taxable year.


 


[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 December 30, 2008.


 


	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Signatory

  
	
   

  	
  By:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /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”) in the time
and manner set forth below;


 


(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 in the time and manner set forth below; 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 in the time and manner set forth below); 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
eighteen months following the date of such termination or, if earlier, through
the scheduled expiration date of such options.


 


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The payment to Executive of the severance
benefits described in this Section 1(d) generally (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 (the “Release”), such general release to be
delivered to Executive within 5 days of notice of termination and executed and
promptly delivered to the Company (and in no event later than 21 days following
Executive’s receipt of the Release, or such longer period as may be required by
applicable law) 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.  Any severance benefits due
to Executive pursuant to Section 1(d)(i) shall be paid 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 the
Severance Period beginning on the first business day of the second month
following the month in which Executive’s Separation from Service (as such term
is defined below) took place (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).  Any severance benefits due
to Executive pursuant to Section 1(d)(iii) shall vest and be paid/settled
as promptly as practicable following the Company’s receipt of an executed
Release and the expiration of all revocation periods required by applicable law
(and in any event within the short term deferral period).


 


For purposes
of this Agreement, “Good Reason” shall mean actions taken by the Company
resulting in a material negative change in the employment relationship.  For these purposes, a “material negative
change in the employment relationship” shall include, without limitation, the
occurrence of any of the following without Executive’s prior written
consent:  (A) a material diminution
in the authorities, duties or responsibilities of the person to whom the
Executive is required to report, (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 material reduction in
Executive’s Base Salary, (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, or (E) any other action or
inaction that constitutes a material breach by the Company of the Agreement, provided
that in no event shall Executive’s resignation be for “Good Reason” unless (x) an
event or circumstance constituting “Good Reason” 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.


 


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(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.


 


                (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


 


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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.


 


(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


 


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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, 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


 


6

















 


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 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 


7

















 


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.             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.


 


8

















 


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:
  December 30, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Signatory

  
	
   

  	
  By:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas
  J. McInerney

  
	
   

  	
   

  
	
   

  	
  Thomas J.
  McInerney