Exhibit 10.18


 


2007 IAC/InterActiveCorp Deferred


Compensation Plan for Non-Employee Directors


 


Amended and Restated as of December 17, 2008


 

















 


IAC/InterActiveCorp


Deferred Compensation Plan for Non-Employee Directors


 


1.             PURPOSE.  The purpose of the IAC/InterActiveCorp
Deferred Compensation Plan for Non-Employee Directors (the “Plan”) is to
provide non-employee directors of IAC/InterActiveCorp (or any successor
thereto) (the “Company”) with an opportunity to defer Director Fees (as
defined in paragraph 4(b) below).


 


2.             EFFECTIVE DATE.  The Plan became effective on May 30, 2007.


 


3.             ELIGIBILITY.  Any member of the Board of Directors of the
Company (the “Board”) who is not an employee of the Company or of any
subsidiary or affiliate of the Company is eligible to participate in the Plan.


 


4.             ELECTION TO DEFER COMPENSATION.


 


(a)           Time of
Eligibility.  An election to defer
Director Fees by a newly elected director shall be made by such director within
the 30-day period following his or her election to the Board, which election
shall only apply to Director Fees earned for services performed after the date of such election.  A director who has either (i) not previously
elected to defer Director Fees or (ii) discontinued (or wishes to modify) a
prior election to defer Director Fees may elect to defer Director Fees (or
modify an existing deferral election) by giving written notice to the Company
on or prior to November 1 of each year (or such other date as may be determined
from time to time by the Secretary of the Company in accordance with paragraph
10 of the Plan and in compliance with applicable law).  Any such election shall only apply to
Director Fees earned for services performed during the calendar year following
such written notice.  The effectiveness
of a given election shall continue until the participant’s Separation from
Service, as defined in Section 14 of the Plan, or until the end of the calendar
year during which the participant gives the Company written notice of its
discontinuance or modification, whichever shall occur first.  Any notice of discontinuance or modification
shall operate prospectively from the first day of the calendar year following
the receipt of such written notice by the Secretary of the Company, and
Director Fees payable during any subsequent calendar year shall either be paid
(absent any timely future deferral election) or deferred in accordance with the
terms of the discontinuance or modified election, as applicable; provided, however, that Director Fees theretofore deferred
shall continue to be withheld and shall be paid in accordance with the notice
of election pursuant to which they were withheld.  All written notices regarding deferral
elections and/or the discontinuance or modification of prior deferral elections
shall be made on a form prescribed by the Company.


 


(b)           Amount of
Deferral.  A participant may elect to
defer receipt of all or a specified portion of the cash fees receivable by such
participant for services performed as a director of the Company (which amounts
shall include fees for services as a member of one or more Committee(s) of the
Board and meeting attendance fees, if any (among other fees), as and if
applicable from time to time) that are otherwise payable to the participant in
cash (the “Director Fees”).


 


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(c)           Manner of
Electing Deferral.  A participant
shall elect to defer Director Fees by giving written notice to the Company in a
form prescribed by the Company.  Such
notice shall include:


 


(i)            the percentage or
amount of Director Fees to be deferred (the “Deferred Fees”);


 


(ii)           the allocation of
the Deferred Fees between the “Cash Fund” or “Share Units;” and


 


(iii)          in the case of a
participant’s initial election only, an election of a lump-sum payment or of a
number of annual installments (not to exceed five) for the payment of the
Deferred Fees (plus the amounts (if any) credited under Section 5), with such
lump-sum payment or the first installment payment occurring on the later of (A)
the calendar year following the calendar year in which the participant’s
Separation from Service occurs (but not earlier than January 15th of such year) or (B) the first day of the
seventh month following the date on which the participant’s Separation from
Service occurs (and otherwise in compliance with applicable law), with any
successive annual installment payments to be made not earlier than January 15th of each such year.  Any payment election made by a participant in
connection with his or her initial election to participate in the Plan shall
apply to all Deferred Fees, whether covered by the initial deferral election or
a subsequent deferral election; provided, however, that this paragraph 4(c)(iii) shall not preclude
subsequent modifications to the payment election described immediately above
that are made in connection with a participant’s Separation from Service and in
compliance with paragraph (d) below.


 


(d)           Change in
Deferral.  A participant may change
his or her payment election in accordance with the following requirements:


 


(i)            Subject to clauses
(ii) and (iii) of this paragraph (d), such election may not take effect until
the twelve (12) month anniversary of the date the election is made and filed
with the Secretary of the Company using a form prescribed by the Company;


 


(ii)           Such lump-sum
payment or the first installment payment 
shall not be made less than five (5) years after the date that the
participant’s Deferred Fees (plus the amounts (if any) credited under Section
5) would have been paid pursuant to paragraph (c)(iii) above (or such later
year if a prior modification was made pursuant to this paragraph); and


 


(iii)          Any new election
shall not be effective unless made at least twelve (12) months prior to the
year in which the payment of the Deferred Fees (plus the amounts (if any)
credited under Section 5) would otherwise commence.


 


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5.             DEFERRED COMPENSATION ACCOUNT.  The Company shall establish a book-entry
account for each participant to record the participant’s Deferred Fees (the “Account”).


 


(a)           For Deferred Fees
allocated by the participant to the Cash Fund:


 


(i)            at the time the
Director Fees would otherwise have been payable, the Account will be credited
with the amount of the Deferred Fees, receipt of which the participant has
elected to defer, and


 


(ii)           at the end of each
calendar year or terminal portion of a year, the Account will be credited with
deemed interest, at an annual rate equivalent to the weighted average prime or
base lending rate of JP Morgan Chase Bank (including any successor thereto or
such other financial institution that may be selected from time to time by the
Secretary of the Company in accordance with paragraph 10 of the Plan and in
accordance with applicable law) for the relevant year or portion thereof (the “Interest
Equivalents”), upon the average daily balance in the Account during such
year or portion thereof.


 


(b)           For  Deferred Fees allocated by the participant to
Share Units:


 


(i)            at the time the
Director Fees would otherwise have been payable, (A) the Account will be
credited with the amount of the Deferred Fees, receipt of which the participant
has elected to defer and (B) such amount of Deferred Fees shall be converted on
such date in book entry to a number of “Share Units” (computed to the nearest
1/1000 of a share) equal to the number of shares of common stock, par value
$.001 per share (“Common Stock”), of the Company that could have been
purchased on such date with such amount of Deferred Fees, using the closing
price for the Common Stock on such date (or, if such date is not a trading day,
on the next preceding trading day) on The Nasdaq Stock Market’s National Market
System (“Nasdaq”) or, if the Common Stock is not then listed or quoted
on Nasdaq, the principal stock exchange on which the Common Stock is then
traded;


 


(ii)           on each date on
which a cash dividend is paid on the Common Stock, the Account will be credited
with the number of Share Units (computed to the nearest 1/1000 of a share)
which theoretically could have been purchased with the amount of dividends
payable on the number of shares of Common Stock equal to the number of Share
Units in the participant’s Account immediately prior to the payment of such
cash dividend; the number of additional Share Units shall be calculated as in
paragraph 5(b)(i) above, provided that, with respect to the payment of any
other dividends, the Share Units in the Account shall be adjusted in the manner
provided in paragraph 7(d); and


 


(iii)          on the date of the
occurrence of any event described in paragraph 7(d) below, the Account will be
credited with the number of Shares Units necessary for an equitable adjustment,
which adjustment shall be determined in 


 


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accordance
with paragraphs 7(d) and 10 of the Plan and in accordance with applicable law.


 


(c)           Unless otherwise
determined by the Secretary of the Company in accordance with paragraph 10 of
the Plan and in accordance with applicable law, Deferred Fees shall be payable
(and related amounts credited to participant Accounts) on a quarterly
basis.  Each payment shall be classified
as a “separate payment” under Section 409A of the Code.


 


6.             VALUE OF DEFERRED COMPENSATION
ACCOUNTS.  The value of each
participant’s Account on any date shall consist of (a) in the case of the Cash
Fund, the sum of the Deferred Fees credited in accordance with paragraph 5
above and the Interest Equivalents credited through such date, if any, and (b)
in the case of the Share Units, the market value of the corresponding number of
shares of Common Stock on such date, determined using the closing price for the
Common Stock on such date (or, if such date is not a trading day, on the next
preceding trading day) on Nasdaq, or if the Common Stock is not then listed or
quoted on Nasdaq, the principal stock exchange on which the Common Stock is
then traded.  A participant’s Account
shall be credited with Interest Equivalents or additional Share Units, if any,
as applicable for so long as there is an outstanding balance credited to the
Participant’s Account.


 


7.             PAYMENT OF DEFERRED COMPENSATION.  No payment shall be made from a participant’s
Account except as follows:


 


(a)           The balance of
Deferred Fees and Interest Equivalents in a participant’s Account credited to
the Cash Fund shall be paid in cash in the manner elected in accordance with
the provisions of paragraph 4(c) above. 
If annual installments are elected, the amount of the first payment
shall be a fraction of the balance in the participant’s Account as of the
December 31 of the year preceding such payment, the numerator of which is one
and the denominator of which is the total number of annual installments
elected.  The amount of each subsequent
payment shall be a fraction of the balance in the participant’s Account as of December
31 of the year preceding each subsequent payment, the numerator of which is one
and the denominator of which is the total number of installments elected minus
the number of installments previously paid. 
Each payment pursuant to this paragraph 7(a) shall include Interest
Equivalents, but only on the amount being paid, from the preceding December 31
to the date of payment.


 


(b)           The balance in a
participant’s Account credited to Share Units shall be paid in the number of
actual shares of Common Stock equal to the whole number of Share Units in the
participant’s Account.  If annual
installments are elected, the whole number of shares of Common Stock in the
first payment shall be a fraction of the number of Share Units in the
participant’s Account as of December 31 of the year preceding such payment, the
numerator of which is one and the denominator of which is the total number of
annual installments elected.  The whole
number of shares of Common Stock in each subsequent payment shall be a fraction
of the Share Units in the participant’s Account as of December 31 of the year
preceding each subsequent payment, the numerator of which is one and the
denominator of which is the total number of installments elected minus the 


 


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number of
installments previously paid.  If annual
installments are elected, cash payments in lieu of fractional shares of Common
Stock issuable in respect of fractional Share Units, if applicable, shall be
made with the last payment.


 


(c)           Notwithstanding the
election of the participant pursuant to paragraph 4(c), in the event of a
participant’s death, Disability or to comply with ethics laws or conflicts of
interest laws in accordance with Treasury Regulation Section
1.409A-3(j)(4)(iii) (an “Conflict Event”), the balance in the participant’s
Account (in the case of the Cash Fund, including Interest Equivalents in
relation to the elapsed portion of the year in which the participant’s death,
Disability or Conflict Event occurs, if any) shall be determined as of the date
of death, Disability or Conflict Event, and such balance shall be paid in one
lump-sum payment in cash in the case of the Cash Fund or in actual shares of
Common Stock in the case of Share Units to the participant or the participant’s
estate, as the case may be, as soon as reasonably practicable thereafter (an
otherwise in compliance with applicable law) but in no event later than the
later of the last day of such calendar year in which the death, Conflict Event
or Disability occurred or ninety (90) days following the occurrence of the
death, conflict of interest or disability.


 


(d)           In the event of any
merger, consolidation, acquisition of property or shares, stock rights
offering, liquidation, disaffiliation, or similar event affecting the Company
or any of its subsidiaries, the Board or the Compensation and Human Resources
Committee (or such other Committee as the Board may from time to time
designate) (the “Committee”) may make such equitable substitutions or
adjustments in the aggregate number of Share Units in a participant’s Account,
in the form or type of property represented by such Share Units and in the
number and kind of shares reserved for issuance as the Board or the Committee
deems appropriate.  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 the Company, the Committee or the Board shall make such
substitutions or adjustments as it deems appropriate and equitable to the
aggregate number of Share Units in a participant’s Account, in the form or type
of property represented by such Share Units and in the number and kind of shares
reserved for issuance.  Any successor
corporation or other acquirer of the Company shall be required to assume the
Company’s obligations hereunder and substitute an appropriate number of shares
of stock or other equity measure of such successor entity for Share Units.


 


8.             PARTICIPANT’S RIGHTS UNSECURED.  The right of a participant to receive any
unpaid portion of the participant’s Account, whether the Cash Fund or Share
Units, shall be an unsecured claim against the general assets of the Company.


 


9.             NONASSIGNABILITY.  The right of a participant to receive any
unpaid portion of the participant’s Account shall not be assigned, transferred,
pledged or encumbered or be subject in any manner to alienation or
anticipation.


 


10.           ADMINISTRATION.  This Plan shall be administered by the
Secretary of the Company, who shall have the authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and implement
the provisions thereof.


 


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11.           STOCK SUBJECT TO PLAN.  The total number of Share Units that may be
credited to the Accounts of all eligible directors, and, subject to Section
7(d) of the Plan, the total number of shares of Common Stock reserved and
available for issuance, under the Plan shall be 100,000.


 


12.           CONDITIONS UPON ISSUANCE OF COMMON
STOCK.  Shares of Common Stock shall
not be issued pursuant to the Plan unless the issuance and delivery of such
shares pursuant hereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares of Common Stock may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.


 


13.           AMENDMENT AND TERMINATION.  This Plan may be amended, modified or
terminated at any time by the Committee or the Board; provided,
however, that no such amendment, modification or termination shall,
without the consent of a participant, adversely affect such participant’s
rights with respect to amounts theretofore accrued to the participant’s Account
and any amendment or termination of the Plan shall be effected in accordance
with the requirements of Section 409A of the Code.


 


14.           SECTION 409A OF THE CODE.


 


(a)           The terms and
conditions of the Plan are intended to comply (and shall be interpreted in
accordance) with Section 409A of the Code and the regulations thereunder.


 


(b)           For purposes of this
Plan, “Separation from Service” shall mean a “separation from service,” as
defined in Section 409A of the Code.


 


(c)           No action shall be
taken under the Plan that will cause any Account to fail to comply in any
respect with Section 409A of the Code without the written consent of the
participant.


 


(d)           Any adjustments to
Share Units and/or cash payments made pursuant to paragraph 7(d) shall be made
(i) in compliance with the requirements of Section 409A of the Code and (ii) in
such a manner as to ensure that after such adjustment and/or cash payment the
Share Units or Deferred Fees comply with the requirements of Section 409A of
the Code.


 


(e)           Notwithstanding any
other provision of this Plan to the contrary, if the participant is a Specified
Employee at the time of his or her Separation from Service, any payment to be
made to a participant upon his or her Separation from Service shall be delayed
until the earlier of (i) first day of the seventh month following his or her
Separation from Service or (ii) death..  
For purposes of this Plan, “Specified Employee” shall mean any
Participant who is a “key employee” (as defined in Code Section 416(i) without
regard to paragraph (5) thereof), as determined by the Company in accordance
with its uniform policy with respect to all arrangements subject to Code
Section 409A, based upon the twelve (12) month period ending on each December
31st.  All participants who are
determined to be key employees under Code Section 416(i)(1)(A)(i), (ii) or
(iii) 


 


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(without
regard to paragraph (5) thereof) on December 31st shall be treated as Specified
Employees for purposes of the Plan during the twelve (12) month period that
begins on the following April 1st.


 


(f)            For purposes of
this Plan, “Disability” shall mean a disability within the meaning of Section
409A of the Code.


 


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