Exhibit
10.17


 


2000 IAC/InterActiveCorp


 


Fee Deferral Plan for
Non-Employee Directors


 


(Formerly, Called “USA
Networks, Inc. Deferred Compensation Plan for Non-Employee Directors”)


 


Amended and Restated
Effective December 17, 2008


 

















 


1.                                       PURPOSE.  The purpose of the 2000 IAC/InterActiveCorp
Deferred Compensation Plan for Non-Employee Directors (formerly, called the “USA
Networks, Inc. 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 upon
approval by both the Board of Directors and the stockholders of the Company.


 


3.                                       ELIGIBILITY.  Any member (a “Director”) 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
compensation shall be made by a nominee for election as a Director who is not
then serving as a Director prior to the time of election to the Board for the
relevant elected term and prior to the right to receive any compensation with
respect to such term provided that such election shall only apply to
compensation earned for services performed after the date of such
election.  A Director who has not
previously elected to defer receipt of compensation or who has subsequently
discontinued such election may elect to defer compensation by giving notice
prior to November 1 of each year, but any such election shall only be
effective for compensation payable during the calendar year following such
notice and thereafter.  An election shall
continue in effect until the end of the participant’s service as a Director or
until the end of the calendar year during which the Director gives the Company
written notice of the discontinuance of the election, whichever shall occur
first.  Such a notice of discontinuance
shall operate prospectively from the first day of the calendar year following
the giving of notice referred to in the preceding sentence, and compensation
payable during any subsequent calendar year shall not be deferred (absent any
timely future deferral election), but compensation theretofore deferred shall
continue to be withheld and shall be paid in accordance with the notice of
election pursuant to which it was withheld.


 


b.                                      AMOUNT
OF DEFERRAL.  A participant may elect to
defer receipt of all or a specified portion of the annual retainer fee
receivable by such Director for service as a Director of the Company and all
meeting attendance fees (which shall include compensation and audit committee
meeting attendance fees) receivable by such Director that are otherwise payable
to the participant in cash (the “Director Fees”).


 


c.                                       MANNER
OF ELECTING DEFERRAL.  A participant
shall elect to defer Director Fees by giving written notice to the Company in
the form attached hereto as Exhibit A. 
Such notice shall include:


 


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


 


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


 


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(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.


 


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



 


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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 $0.001 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 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 


 


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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 may
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
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 


 


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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.


 


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.


 


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13.                                 AMENDMENT
AND TERMINATION.  This Plan may be
amended, modified or terminated at any time by the Board of Directors of the
Company; 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) (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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