Exhibit 10.7


 


Terms and Conditions for Stock Option Awards


 


Overview


 


These
Terms and Conditions apply to the grant to you by IAC/InterActiveCorp (“IAC” or
the “Company”) pursuant to Section 5 of the IAC/InterActiveCorp 2008
Amended and Restated Stock and Annual Incentive Plan (the “Plan”) of the right
and option (the “Stock Options”) to purchase the number of shares of common
stock of the Company, par value $0.001 per share (the “Common Stock”), set
forth in your award notice (the “Award Notice” and together with these Terms
and Conditions, the “Award Agreement”) at the exercise price per share set
forth in the Award Notice.  The Stock
Option shall be a Nonqualified Option. 
Unless earlier terminated pursuant to the terms of your Award Agreement
or the Plan, the Stock Options shall expire on the ten year anniversary of your
Award Date (the “Expiration Date”).


 


All
capitalized terms used herein, to the extent not defined, shall have the
meanings set forth in the plan.


 


Continuous Service


 


In
order for your Stock Options to vest, you must be continuously employed by IAC
or one of its Subsidiaries or Affiliates (excluding, for purposes of the Stock
Options, Expedia, Inc. and its subsidiaries) during the Restriction Period
(as defined below).  Nothing in this Award
Agreement 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 this Award Agreement and the Plan, your Stock Options shall vest and become
exercisable (such period prior to vesting is the “Restriction Period”) as
follows:


 


	
  Vesting Date

  	
   

  	
  Percentage of the Stock Option

  Award Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the first year anniversary of your Award
  Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the second year anniversary of your
  Award Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the third year anniversary of your Award
  Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the fourth year anniversary of your
  Award Date

  	
   

  	
  25

  	
  %

  



 


Method of Exercise of the Stock Options and Payment of
the Exercise Price


 


The portion of your Stock Options that is vested may be exercised by
delivering to the Company or the agent selected by IAC to administer the Plan
(the “Agent”) a written (including by way of electronic means) notice stating
the number of whole shares to be purchased pursuant to this Award Agreement,
accompanied by payment of the full purchase price of the shares of Common Stock
to be purchased.  Your Stock Options may
not be exercised at any one time as to fewer than 100 shares (or such number of
shares as to which the Stock Options are then exercisable if less than
100).  Fractional share interests shall
be disregarded except they may be accumulated.


 


The exercise price of the Stock Options shall be paid: (i) in cash
or by certified check or bank draft payable to the order of the Company;
(ii) by exchange of shares of unrestricted 


 

















 


Common
Stock of the Company already owned by you and having an aggregate Fair Market
Value equal to the aggregate purchase price (which amount shall be equal to the
product of the exercise price multiplied by the number of shares of Common
Stock in respect of which the Stock Options are being exercised); provided,
that you represent and warrant to the Company that you hold the shares of Common
Stock free and clear of liens and encumbrances; (iii) by delivering, along
with a properly executed exercise notice to the Company, a copy of irrevocable
instructions to a broker to deliver promptly to the Company the aggregate
exercise price and the amount of any applicable federal, state, local or
foreign withholding taxes required to be withheld by the Company; provided,
however, that such exercise must be implemented solely under a program or
arrangement established and approved by the Company with a brokerage firm
selected by the Company; or (iv) by any other procedure approved by the
Committee, or by a combination of the foregoing.


 


Termination of Employment


 


The
treatment of your Stock Options upon the termination of your employment is set
forth in this Award Agreement and the Plan. 
For the avoidance of doubt, transfers of employment among the Company
and its Subsidiaries and Affiliates, without any break in service, is not a
Termination of Employment.  Except as set
forth below, upon a Termination of Employment, that portion of the Stock
Options, if any, which is exercisable at the time of such Termination of
Employment may be exercised prior to the first to occur of (a) the 90th day after such Termination of
Employment or (b) the Expiration Date and will thereafter be forfeited and
canceled.


 


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 (2) years prior to such Termination of Employment there was an
event or circumstance that would have been grounds for termination for Cause,
all of your Stock Options (whether or not vested) shall be forfeited and canceled
in their entirety upon such termination. 
In the event you exercised your Stock Options upon your Termination of
Employment for Cause or after an event that would be grounds for a Termination
of Employment for Cause, the Company shall be entitled to recover from you at
any time within two (2) years after such exercise, and you shall pay over
to the Company, any gain realized as a result of the exercise. This remedy
shall be without prejudice to, or waiver of, any other remedies IAC or its
Subsidiaries or Affiliates may have in such event.


 


In
the event of a Termination of Employment due to your death (or in the event of
your death following a Termination of Employment while the Stock Options remain
exercisable) that portion of the Stock Options, if any, which is exercisable at
the time of death may be exercised by your estate or by a person who acquired
the right to exercise such Stock Options by bequest or inheritance or otherwise
by reason of your death at any time prior to the first to occur of (a) the
first anniversary of the date of death or (b) the Expiration Date and will
thereafter be forfeited and canceled.  In
the event of a Termination of Employment due to your Disability or Retirement,
that portion of the Stock Options, if any, which is exercisable at the time of
such Termination of Employment for Disability or Retirement may be exercised by
you or your guardian or legal representative at any time prior to the first to
occur of (a) the first anniversary of such Termination of Employment or
(b) the Expiration Date and will thereafter be forfeited and canceled.


 


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Taxes and Withholding


 


No
later than the date as of which an amount in respect of the Stock Options first
becomes includible in your gross income for federal, state, local or foreign
income or employment or other tax purposes, you shall pay to the Company or
make arrangements satisfactory to the Committee regarding payment of any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount and the Company shall, to the extent
permitted or required by law, have the right to deduct from any payment of any
kind otherwise due to you (either directly or indirectly through its agent),
federal, state, local and foreign taxes of any kind required by law to be
withheld.  Notwithstanding the foregoing,
the Company shall be entitled to hold the shares issuable to you upon exercise
of your Stock Options until the Company or the Agent has received from you
(i) a duly executed Form W-9 or W-8, as applicable and
(ii) payment for any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such Stock Options.


 


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


 


Adjustment in the Event of Change in Stock.  In the event of a stock dividend, stock split, reverse stock split,
separation, spinoff, reorganization, extraordinary dividend of cash or other
property, share combination, or recapitalization or similar event affecting the
capital structure of IAC (each, a “Share Change”), the Committee or the Board
shall make such substitutions or adjustments as it deems appropriate and
equitable to the number and kind of shares of Common Stock subject to your
Stock Options and/or the exercise price per share.  In the event of a merger, consolidation,
acquisition of property or shares, stock rights offering, liquidation,
Disaffiliation, or similar event affecting IAC or any of its Subsidiaries
(each, a “Corporate Transaction”), the Committee or the Board may, in its
discretion, make such substitutions or adjustments as it deems appropriate and
equitable to the number and kind of shares of Common Stock subject to your
Stock Options and/or the exercise price per share.  The determination of the Committee regarding
any such adjustments will be final and conclusive and need not be the same for
all Stock Option award recipients.


 


Change in Control.  Except as otherwise provided in
the Plan, in the event you cease to be employed by either IAC or any of its
Subsidiaries or Affiliates within the two (2) year period following a
Change in Control of IAC as a result of (i) a termination by IAC or any of
its Subsidiaries or Affiliates without Cause, (ii) your death or (iii) a
resignation by you for Good Reason (as defined in Section 10 of the Plan),
then upon the occurrence of such Termination of Employment, 100% of your
unvested Stock Options shall automatically vest.  In addition,
following  a Termination
of Employment under these circumstances, your Stock Options may be exercised
through the later of (i) the last date on which your Stock Options would
be exercisable in the absence of a Change in Control and (ii) the earlier
of (A) the first anniversary of the Change in Control and (B) the
Expiration Date and will thereafter be forfeited and canceled.  The Disaffiliation of the Subsidiary,
Affiliate or division of IAC by which you are employed or for which you are
performing services at the time of such sale or other disposition by IAC shall
be considered a Termination of Employment (not
a Change in Control) and shall be governed by the applicable provisions of the
Plan and the provision set forth under the caption “Termination of Employment”
above; provided that the Committee or the Board may deem it appropriate to make
an equitable adjustment to your Stock Options.


 


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Non-Transferability of Stock Options


 


Your
Stock Options are non-transferable (including by way of sale, assignment,
exchange, encumbrance, pledge, hedge or otherwise) by you other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, and your Stock Options may be exercised, during your lifetime,
only by you or by your guardian or legal representative or any transferee
described above.


 


No Rights as a Stockholder


 


Neither
you nor any transferee of your Stock Options shall have rights as a stockholder
(including the right to vote the shares underlying your Stock Options and the
right to receive dividends, except as provided above or in the Plan) with
respect to any shares covered by such Stock Options until you or your
transferee (i) has given written notice of exercise, (ii) if
requested, has given the representation described in Section 14(a) of
the Plan and (iii) has paid in full for the shares issuable upon exercise.


 


Payment of
Transfer Taxes, Fees and Other Expenses


 


The
Company agrees to pay any and all original issue taxes and stock transfer taxes
that may be imposed on the issuance of shares acquired pursuant to exercise of
your Stock Options, together with any and all other fees and expenses
necessarily incurred by the Company in connection therewith.  Notwithstanding the foregoing, you shall be
solely responsible for any other taxes (including, without limitation, federal,
state, local or foreign income, social security, estate or excise taxes) that
may be payable as a result of your participation in the Plan or as a result of
the exercise of your Stock Options and/or the sale, disposition or transfer of
any shares of Common Stock acquired upon the exercise of your Stock Options.


 


Other Restrictions


 


The
exercise of your Stock Options 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, such exercise or the delivery or
purchase of shares pursuant thereto, then in any such event, the exercise 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; provided, that an action or provision that is permissive
under the terms of the Plan, and required under these Terms and Conditions,
shall not be deemed a conflict and these Terms and Conditions 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 including,
without limitation, the provisions thereof pursuant to which the Committee has
the power, among others, to (i) interpret the Plan, (ii) prescribe,
amend and rescind rules and regulations relating to the Plan and
(iii) make all other determinations deemed necessary or advisable for the
administration of the Plan.  In the event
of any conflict between your 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 any
other information posted on IAC’s extranet or given to 


 


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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 Stock Options, 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.  The waiver by either party of compliance with
any provision of these Terms and Conditions shall not operate or be construed
as a waiver of any other provision hereof.


 


Data Protection


 


The
acceptance of your Stock Options 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
Stock Options 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 Stock Options and/or the Plan and/or to implement
or structure any further grants of equity awards (if any)).  The acceptance of your Stock Options 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.


 


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.


 


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