Exhibit
10.6


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”) is entered
into by and between William Lynch (“Employee”), HSN General Partner LLC, a
Delaware limited liability company (the “Company” or “HSN”), and
IAC/InterActiveCorp, a Delaware corporation (“IAC”) (solely for purposes of
Sections lA and 3A(c) of this Agreement and Section 3 of the Standard
Terms and Conditions), and is effective November 19, 2007 (the “Effective
Date”).


 


WHEREAS, Employee has been serving as Executive Vice
President/General Manager HSN.com and Chief Executive Officer of Gifts.com;


 


WHEREAS, Employee and IAC are parties to an
Employment Agreement (the “Prior Agreement”), dated as of October 20,
2006, which, the parties intend will be superseded (save as provided in Section 3
of the Standard Terms and Conditions); and


 


WHEREAS, the Company desires to establish its right
to the services of Employee, in the capacities described below, on the terms
and conditions hereinafter set forth, and Employee is willing to accept such
employment on such terms and conditions.


 


NOW, THEREFORE, in consideration of the mutual
agreements hereinafter set forth, Employee and the Company have agreed and do
hereby agree as follows:


 


1A.                             EMPLOYMENT. The Company agrees to employ Employee as
Executive Vice President HSN.com, Marketing and Content and Chief Executive
Officer of Gifts.com, and Employee accepts and agrees to such employment.
During Employee’s employment with the Company, Employee shall do and perform
all services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Employee’s position
and shall render such services on the terms set forth herein. During Employee’s
employment with the Company,
Employee shall report directly to the CEO, IAC Retailing or to such person(s) as
from time to time may be designated by the Company (hereinafter referred to as
the “Reporting Officer”). Employee shall have such powers and duties with
respect to the Company as may reasonably be assigned to Employee by the
Reporting Officer, to the extent consistent with Employee’s position and
status. Employee agrees to devote all of Employee’s working time, attention and
efforts to the Company and to perform the duties of Employee’s position in accordance
with the Company’s policies as in effect from time to time. Employee’s
principal place of employment shall be HSN’s offices located in St. Petersburg,
Florida.


 


Notwithstanding the foregoing paragraph, Employee
will endeavor to hire a general manager for Gifts.com, which hire shall be
satisfactory to IAC, to assume day-to-day operating authority over that
business. Upon hiring the new general manager, Employee shall no longer hold
the position of Chief Executive Officer of Gifts.com and shall, through December 31,
2008, assist with transition matters relating to Gifts.com and otherwise be
available for consultation with, and provide assistance to, Gifts.com
concerning its general operations (collectively, the “Consulting Services”), in
each case as may be reasonably requested by IAC or Gifts.com. To the extent Employee or the Company reasonably
believes that the provision of the Consulting


 

















 


Services
is interfering with Employee’s ability to perform his duties for the Company as
provided hereunder, Employee, the Company and IAC shall work together to find a
mutually satisfactory solution that will enable Employee to perform his Company
related duties as required, as well as provide the Consulting Services.
However, notwithstanding any action taken pursuant to this Paragraph, Employee
shall remain considered the Chief Executive Officer of Gifts.com for the
purpose of the Restricted Stock Unit Agreement dated December 30, 2004
among GiftCo, Inc., IAC and the persons listed on Exhibit A thereto
(the “Gifts RSU Agreement”).


 


2A.                             TERM OF AGREEMENT. The term (“Term”) of this Agreement shall
commence on the Effective Date and shall continue for three (3) years,
unless sooner terminated in accordance with the provisions of Section 1 of
the Standard Terms and Conditions attached hereto.


 


3A.                             COMPENSATION.


 


(a)                                  BASE SALARY. During the Term of this Agreement, the Company shall pay Employee an
annual base salary of $450,000 (the “Base Salary”), payable in equal biweekly
installments or in accordance with the Company’s payroll practice as in effect
from time to time. For all purposes under this Agreement, the term “Base Salary”
shall refer to Base Salary as in effect from time to time. The Base Salary
shall be reviewed annually by HSN in a manner consistent with the evaluations
provided for similarly situated executives of HSN for their base salaries.


 


(b)                                 DISCRETIONARY BONUS. During the Term, Employee shall he eligible
to receive discretionary annual bonuses; provided that Employee’s target bonus
shall be 60% of the then existing Base Salary.


 


(c)                                  EQUITY COMPENSATION.


 


(i)             GiftCo Restricted Stock Units. The Company acknowledges that GiftCo, Inc.
has granted to Employee 500 restricted stock units (the “Gifts.com Units”)
subject to the terms and conditions of the Gifts RSU Agreement. The Gifts.com
Units shall continue to vest as provided under the Gifts RSU Agreement while
Employee continues as Chief Executive Officer of Gifts.com and thereafter for
as long as Employee is available to provide Consulting Services (regardless of
the continued employment requirements for vesting contained in the Gifts RSU
Agreement), and the Gifts.com Units will continue to be subject to the Gifts
RSU Agreement, including with respect to timing of valuation and settlement of
the units.


 


(ii)          IAC Restricted Stock Units.


 


(a) Subject to the
approval of the Compensation Committee of the Board of Directors of IAC (the “Compensation
Committee”) and Employee’s continued performance of services for HSN, Employee
shall be granted, under the IAC 2005 Stock & Annual Incentive Plan, an
award of 50,000 restricted stock units (the “2007 RSU Award”). The vesting and
other terms for the 2007 RSU Award are set forth in the form of Award Notice
and related Terms and Conditions attached as Exhibit A hereto. In the


 


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event of any conflict or ambiguity between this
Agreement and the Terms and Conditions, the Terms and Conditions shall control.


 


(b) It is agreed and
understood that Employee has been granted an award of 11,768 Restricted Stock
Units from IAC pursuant to a Restricted Stock Unit Agreement dated February 16,
2007 between Employee and IAC (“IAC RSU Agreement”). In addition to the 2007
RSU Award, the prior award pursuant to the IAC RSU Agreement shall remain in
full force and effect, and the restricted stock units provided by the IAC RSU
Agreement shall continue to vest on the schedule and terms set forth in the IAC RSU Agreement.


 


(d)                                 BENEFITS. From the Effective Date through the date of termination of Employee’s
employment with the Company for any reason, Employee shall be entitled to
participate in any welfare, health and life insurance and 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, Employee shall be entitled to
the following benefits:


 


(i)                                    Reimbursement for Business Expenses. During the Term, the Company shall
reimburse Employee for all reasonable and necessary expenses incurred by
Employee in performing Employee’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)                                 Paid Time Off. During the Term, Employee shall be entitled
to paid time off per year, in accordance with the plans, policies, progr ams
and practices of the Company applicable to similarly situated employees of the
Company generally.


 


(iii)                              Housing Expense. During the Term and for so long as Employee
continues to be Chief Executive Officer of Gifts.com, Employee shall be
entitled to reimbursement for the reasonable expenses incurred by Employee in
connection with renting a place to live in the Los Angeles, California
metropolitan area for Employee’s use in connection with his employment, subject
to a maximum of $4,000 per month. Employee may request Gifts.com to make
payments directly to the landlord and/or owner of the rented premises if such
direct payment is beneficial to both parties.


 


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 hand delivery acknowledged in writing by the
recipient personally, and shall be deemed to have been duly given three days
after mailing or immediately upon duly acknowledged hand delivery to the
respective persons named below:


 


	
  If to the Company:

  	
  HSN General Partner LLC

  
	
   

  	
  1 HSN Drive

  
	
   

  	
  St. Petersburg, Florida 33729

  
	
   

  	
  Attention: General Counsel

  



 


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  If to IAC:

  	
  IAC/InterActiveCorp

  
	
   

  	
  555 West 18th Street

  
	
   

  	
  New York, NY 10011

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
  If to Employee:

  	
  William J. Lynch, Jr.

  
	
   

  	
  2415 West Sunset Drive

  
	
   

  	
  Tampa, FL 33629

  



 


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 shall be governed
by and construed under and in accordance with the internal laws of the State of
Florida without reference to the principles of conflicts of laws. Any and all
disputes between the parties which may arise pursuant to this Agreement will be
heard and determined before an appropriate federal court in Pinellas or
Hillsborough Counties or, if not maintainable therein, then in an appropriate
Florida state court. The parties acknowledge that such courts have jurisdiction
to interpret and enforce the provisions of this Agreement, and the parties
consent to, and waive any and all objections that they may have as to, personal
jurisdiction and/or venue in such courts.


 


6A.                             COUNTERPARTS. This Agreement may be executed in several
counterparts, including facsimiles and PDF format, 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. Employee
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.


 


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
Employee hereunder is subject to Section 409A and if Employee is a “Specified
Employee” (as defined under Section 409A) as of the date of Employee’s
termination of employment hereunder, then the payment of benefits, if any,
scheduled to be paid by the Company to Employee hereunder during the first six (6) month
period beginning the date of a
termination of employment hereunder shall be delayed during such six (6) month
period and shall commence immediately following the end of such six (6) moth
period (and the period in which such payments were scheduled to be made if not
for such delay shall be extended accordingly). In no event shall the Company he
required to pay Employee any “gross-up” or other payment with respect to any
taxes or penalties imposed under
Section 409A with respect to any benefit paid to Employee hereunder.


 


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[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
Employee has executed and delivered this Agreement on
                                       ,
2007.


 


	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  Lisa Letizio

  
	
   

  	
  Title: EVP, Human Resources

  
	
   

  	
   

  
	
   

  	
  IAC/INTERACTIVECORP

  
	
   

  	
  (Solely for purposes of Sections 1A and
  3A(c))

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAM J. LYNCH, JR.

  



 


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STANDARD TERMS
AND CONDITIONS


 


1.                                      TERMINATION OF EMPLOYEE’S EMPLOYMENT.


 


(a)                             DEATH. In the event Employee’s employment hereunder
is terminated by reason of Employee’s death, the Company shall pay Employee’s
designated beneficiary or beneficiaries, within 30 days of Employee’s death in
a lump sum in cash, Employee’s Base Salary through the end of the month in
which death occurs and any Accrued Obligations (as defined in paragraph
 1(f) below).


 


(b)                            DISABILITY. If, as a result of Employee’s incapacity due
to physical or mental illness (“Disability”), Employee shall have been absent
from the full-time performance of Employee’s duties with the Company for a
period of four (4) consecutive months and, within thirty (30) days after
written notice is provided to Employee by the Company (in accordance with Section 4A
hereof), Employee shall not have returned to the full-time performance of
Employee’s duties, Employee’s employment under this Agreement may be terminated
by the Company for Disability. During any period prior to such termination
during which Employee is absent from the full-time performance of Employee’s
duties with the Company due to Disability, the Company shall continue to pay
Employee’s Base Salary at the rate in effect at the commencement of such period
of Disability, offset by any amounts payable to Employee under any disability
insurance plan or policy provided by the Company. Upon termination of Employee’s
employment due to Disability, the Company shall pay Employee within thirty (30)
days of such termination (i) Employee’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 Employee under any disability insurance plan or policy provided by
the Company; and (ii) any Accrued Obligations (as defined in paragraph l(f) below).


 


(c)                             TERMINATION FOR CAUSE. The Company may terminate Employee’s
employment under this Agreement for Cause at any time prior to the expiration
of the Term. 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
Employee; provided,  however, that after indictment for the commission of a felony offense by
Employee, the Company may suspend Employee from the rendition of services, but
without limiting or modifying in any other way the Company’s obligations under
this Agreement including, without limitation, the obligation to pay the Base
Salary; (ii) a material breach by Employee of a fiduciary duty owed to the
Company; (iii) a knowing and material breach by Employee of any of the
covenants made by Employee in Section 2 hereof; (iv) the willful or
gross neglect by Employee of the material duties required by this Agreement; or
(v) a knowing and material violation of any Company policy pertaining to
ethics, wrongdoing or conflicts of interest that, in the case of the conduct
described in clause (iii), (iv) or (v) above, if curable, is not
cured by Employee within 30 days after Employee is provided with written notice
thereof. In the event of Employee’s termination for Cause, this Agreement shall
terminate without further obligation by the Company, except for the payment of
any Accrued Obligations (as defined in paragraph

1(f) below).


 

















 


(d)                            TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR
GOOD REASON. If Employee’s
employment is terminated by the Company for any reason other than Employee’s
death or Disability or for Cause or if Employee resigns for Good Reason (as
defined below), then (i) the Company shall pay Employee the Base Salary
through the end of the Term over the course of the then remaining Term; (ii) the
vesting of the 2007 RSU Award, IAC RSU Agreement, and Gifts RSU Agreement shall
be as is provided for in the terms and conditions for each such award; and (iii) the
Company shall pay Employee within 30 days of the date of such termination, or
such shorter period of time as may be required by applicable law, in a lump sum
in cash any Accrued Obligations (as defined in paragraph 1(f) below).
Employee acknowledges and agrees that the payment to Employee of the severance
benefits described in this Section 1(d) constitutes good and valuable
consideration for, and shall be subject to, Employee’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. As used herein, “Good Reason” shall mean the
occurrence of any of the following without Employee’s prior consent: (A) the
material reduction in Employee’s title or duties as it relates to his position
with the Company (it being understood that this clause shall not be triggered
upon Employee ceasing hold the position of Chief Executive Officer of Gifts.com),
(B) a material adverse change in reporting structure ; provided that the implementation of a Reporting
Officer who reports to the CEO, IAC Retailing would not trigger this Section 1(d)(B) as
long as Employee’s change in reporting structure is consistent with changes
being implemented for other Executive Vice Presidents of the Company, or (C) the
relocation of Employee’s principal place of employment more than 50 miles
outside the St. Petersburg metropolitan area, provided that in no event shall Employee’s
resignation be for “Good Reason” unless (x) an event or circumstance set
forth in clauses (A) through (C) shall have occurred and Employee
provides the Company with written notice thereof within 30 days after the
Employee has knowledge of the occurrence or existence of such event or
circumstance, which notice specifically identifies the event or circumstance
that Employee believes constitutes Good Reason, (y) the Company fails to
correct the circumstance or event so identified within 30 days after the
receipt of such notice, and (z) the Employee resigns within 90 days after
the date of delivery of the notice referred to in clause (x) above.


 


(e)                             MITIGATION; OFFSET. In the event of termination of Employee’s
employment prior to the end of the Term, in no event shall Employee be obligated to seek other employment or to take
any action to mitigate the amounts payable under Section 1 hereof. The
Company shall be obligated to compensate Employee pursuant to the terms of this
Agreement. If Employee obtains other employment during the Term, the amount of
any payment or benefit provided for under Section 1 hereof which has been
paid to Employee shall be refunded to the Company by Employee in an amount
equal to any compensation earned by Employee as a result of employment with or
services provided to another employer after the date of Employee’s termination
of employment and prior to the otherwise applicable expiration of the Term, and
all future amounts payable by the Company to Employee during the remainder of the Term shall be
offset by the amount earned by Employee from another employer. For purposes of
this Section 1(e), Employee shall have an obligation to inform the Company
regarding Employee’s employment status following termination and during the
period encompassing the Term.


 


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(f)                                    ACCRUED
OBLIGATIONS. As used in this
Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of
Employee’s Base Salary through the date of death or termination of employment
for any reason, as the case may be, which has not yet been paid; (ii) any
compensation previously earned but deferred by Employee (together with any
interest or earnings thereon) that has not yet been paid and that is not
otherwise to be paid at a later date pursuant to the executive deferred
compensation plan of the Company, if any; and (iii) the value of any
accrued paid time off in accordance with the policies and procedures of the
Company.


 


2.                                       CONFIDENTIAL
INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)                             CONFIDENTIALITY. Employee acknowledges that, while employed
by the Company, Employee will occupy a position of trust and confidence. The
Company shall provide Employee with Confidential Information (as defined
below). Employee shall not, except as may be required to perform Employee’s
duties hereunder or as required by applicable law, without limitation in time
or until such information shall have become public other than by Employee’s
unauthorized disclosure, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company or any of its
subsidiaries or affiliates (which for this Section 2(a), shall include Gifts.com
whether or not within the definition below of affiliate). “Confidential
Information” shall mean information about the Company or any of its
subsidiaries or affiliates, and their clients and customers that is not
disclosed by the Company or any of its subsidiaries or affiliates for financial
reporting purposes and that was learned by Employee 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. Employee 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. Employee agrees to deliver
or return to the Company, at the Company’s request at any time or upon
termination or expiration of Employee’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
Employee in the course of Employee’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. During Employee’s employment with the Company
and for twelve (12) months thereafter, Employee shall not, directly or
indirectly, on behalf of Employee or on behalf of or with any other person,
enterprise or entity, in any individual or representative capacity, engage or
participate in any business, including its affiliated Internet entities, that
is in competition with the Company or any subsidiary or affiliate of the
Company in the United States of America in the field of television retailing,
including, without limitation, QVC or Shop NBC (formerly called ValueVision),
as well as any company which subsequently enters the field of television retailing
as its primary business or in any other business of a type substantially
similar to any business for which Employee is or becomes responsible during the


 


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Term
provided that such business is ancillary to or materially incorporates
television retailing (collectively, the “Competing Companies”). Employee’s
obligations under this Section shall continue during the Term and for the
period after the Term set forth above and shall not, for any reason, cease upon
termination of Employee’s employment with the Company. Regardless of any
language to the contrary, Employee shall be permitted to work with GiftCo, Inc.
in accordance with Section 1A and as may be required or requested by IAC.
Notwithstanding anything else contained in this Section, Employee may own, for
investment purposes only, up to five percent (5%) of the stock of any Competing
Company if it is a publicly-held corporation whose stock is either listed on a
national stock exchange or on the NASDAQ National Market System and if Employee
is not otherwise affiliated with or participating in such corporation. As used
herein, “participate” means lending one’s name to, acting as consultant or
advisor to, being employed by or acquiring any direct or indirect interest in
any business or enterprise, whether as a stockholder, partner, officer,
director, employee, consultant or otherwise. In the event that (1) the
Company or any of its subsidiaries or affiliates places, or has placed for it,
all or substantially all of its assets up for sale within one (1) year
after termination of Employee’s employment hereunder or (2) Employee’s
employment is terminated in connection with the disposition of all or
substantially all of such assets (whether by sale of assets, equity or
otherwise), Employee agrees to be bound by, and to execute such additional
instruments as may be necessary or desirable to evidence Employee’s agreement
to he bound by, the terms and conditions of any non-competition provisions
relating to the purchase and sale agreement for such assets, without any
consideration beyond that expressed in this Agreement, provided that the
purchase and sale agreement is negotiated in good faith with customary terms
and provisions and the transaction contemplated thereby is consummated.
Notwithstanding the foregoing, in no event shall Employee be bound by, or
obligated to enter into, any non-competition provisions referred to in this Section 2(b) which
extend beyond twelve (12) months, in each case from the date of termination of
Employee’s employment hereunder or whose scope extends the scope of the
non-competition provisions set forth in this Section 2(b). The twelve (12)
month time period referred to above shall be tolled on a day-for-day basis for
each day during which Employee participates in any activity in violation of
this Section 2(b) so that Employee is restricted from engaging in the
conduct referred to in this Section 2(b) for a full twelve (12)
months.


 


(c)                                  NON-SOLICITATION
OF EMPLOYEES. Employee recognizes
that he will possess confidential information about other employees of the
Company and its subsidiaries or affiliates (including Gifts.com) 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. Employee recognizes that the information he
will possess about these other employees 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 will be acquired by Employee because of Employee’s business position with
the Company. Employee agrees that, during Employee’s employment hereunder (and
for a period of 12 months thereafter), Employee will not, directly or
indirectly, hire or solicit or recruit any employee of the Company or any of
its subsidiaries or affiliates for the purpose of being employed by Employee or
by any business, individual, partnership, firm, corporation or other entity on
whose behalf Employee is acting as an agent, representative or employee and
that Employee will not convey any such confidential information or trade
secrets


 


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about
other employees of the Company or any of its subsidiaries or affiliates to any
other person except within the scope of Employee’s duties hereunder.


 


(d)                            PROPRIETARY RIGHTS;
ASSIGNMENT. All Employee
Developments shall be works made for hire by the Employee for the Company or
any of its subsidiaries or affiliates. “Employee Developments” means any idea,
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, is derivative of, or
is suggested by, in whole or in part, any (a) undertaking assigned to the
Employee or work performed by the Employee for or on behalf of the Company or
any of its subsidiaries or affiliates, (b) interaction with other
employees of the Company or any of its subsidiaries or affiliates, or (c) information
(including Confidential Information) or ideas made available to Employee by
virtue of, or in connection with, Employee’s employment with the Company, in
any case, whether created alone or with others, during or after working hours.
All Confidential Information and all Employee Developments shall remain the
sole property of the Company or any of its subsidiaries or affiliates. The
Employee shall acquire no proprietary interest in any Confidential Information
or Employee Developments developed or acquired during the Term. To the extent
the Employee may, by operation of law or otherwise, acquire any right, title or
interest in or to any Confidential Information or Employee Development, the
Employee hereby assigns to the Company all such proprietary rights. The
Employee 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.


 


(e)                             COMPLIANCE WITH
POLICIES AND PROCEDURES. During the
Term, Employee shall adhere to the policies and standards of professionalism
set forth in the Company’s Policies and Procedures as they may exist and made
available to employees generally from time to time.


 


(f)                               REMEDIES
FOR BREACH. Employee expressly
agrees and understands that Employee will notify the Company in writing of any
alleged breach of this Agreement by the Company, and the Company will have 30
days from receipt of Employee’s notice to cure any such breach.


 


Employee expressly agrees and understands that the
remedy at law for any breach by Employee of this Section 2
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 Employee’s violation of any provision of this 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 Section 2
shall be deemed to limit the Company’s remedies at law or in equity for any
breach by Employee of any of the provisions of this Section 2, which may
be pursued by or available to the Company.


 


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(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 Employee’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. This Agreement
constitutes the entire agreement between the parties, and Employee acknowledges
that he has waived, effective as of the Effective Date, any and all rights
under prior agreements and understandings (whether written or oral) between
Employee and IAC or GiftCo, Inc. with respect to the subject matter of this
Agreement, including the Prior Agreement, but other than the Gifts.com Units,
the Gifts RSU Agreement, and the IAC RSU Agreement dated February 16,
2007. In addition, both the Company and Employee acknowledge that subject to
approval of the IAC Compensation Committee, there will also exist Terms and
Conditions covering the IAC 2007 RSU Award referenced in this Agreement.
Employee acknowledges and agrees that neither the Company nor anyone acting on
its behalf has made, and is not making, and in executing this Agreement, the
Employee has not relied upon, any representations, promises or inducements
except to the extent the same is expressly set forth in this Agreement.


 


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, 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
all references herein to the “Company” shall refer to such successor.


 


5.             WITHHOLDING. The Company shall make such deductions and
withhold such amounts from each payment and benefit made or provided to
Employee 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.             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 


 


6

















 


any
respect except by a writing executed by each party hereto. Notwithstanding
anything to the contrary herein, neither the assignment of Employee to a
different Reporting Officer due to a reorganization or an internal
restructuring of the Company or its affiliated companies nor a change in the
title of the Reporting Officer shall constitute a modification or a breach of
this Agreement.


 


8.             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.


 


9.             INDEMNIFICATION. The Company shall indemnify and hold
Employee harmless for acts and omissions in Employee’s capacity as an officer,
director or employee of the Company to the maximum extent permitted under
applicable law; provided, however, that neither the Company, nor any of
its subsidiaries or affiliates shall indemnify Employee for any losses
incurred by Employee as a result of acts described in Section 1(c) of
this Agreement.


 


[The Signature Page Follows]


 


7

















 


	
  ACKNOWLEDGED AND AGREED:

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Lisa Letizio

  
	
   

  	
  Title: EVP, Human Resources

  
	
   

  	
   

  
	
   

  	
  IAC/INTERACTIVECORP 

  
	
   

  	
  (Solely for purposes of Section 3)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAM J. LYNCH, JR.

  
				



 


8

















 


Exhibit A


 


Notice of
2007 Restricted Stock Unit Award Granted Under the

IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan


 


	
  Award Recipient:

  	
   

  	
  William Lynch

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
  t/b/c    , 2007

  
	
   

  	
   

  	
   

  
	
  Annual Vesting Award:

  	
   

  	
  50,000 RSUs

  
	
   

  	
   

  	
   

  
	
  Annual Vesting Award Vesting Schedule:

  	
   

  	
  Subject to continued employment with IAC or its subsidiaries, your 2007 Annual Vesting
  Award shall vest as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vesting
  Schedule

  	
   

  	
  Shares Vesting

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 19, 2008 

  	
   

  	
  8,300

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 19, 2009 

  	
   

  	
  9,150

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 19, 2010
  

  	
   

  	
  10,850

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 19, 2011 

  	
   

  	
  10,850

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 19, 2012

  	
   

  	
  10,850

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Terms and Conditions:

  	
   

  	
  The Award is subject to its Terms and Conditions attached hereto and to the Plan posted on http://corp.iac.com/HR/IACStock.aspx and
  www.benefitaccess.com and are incorporated herein by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Without a complete review of these documents, you
  will not have a full understanding of all the material terms of your 2007 IAC
  equity award. In addition, you will be required to acknowledge and accept the
  Terms and Conditions applicable to your 2007 IAC equity awards. Your failure
  to do so upon request will result in these awards being null and void.

  



 

















 


Exhibit A


 


Terms and
Conditions for Annual Vesting Awards


 


Overview


 


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


 


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


 


Continuous Service


 


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


 


Vesting


 


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


 


	
  Vesting Date

  	
   

  	
  Number of Shares
  Vesting

  
	
   

  	
   

  	
   

  
	
  November 19, 2008

  	
   

  	
  8,300

  
	
   

  	
   

  	
   

  
	
  November 19, 2009

  	
   

  	
  9,150

  
	
   

  	
   

  	
   

  
	
  November 19, 2010

  	
   

  	
  10,850

  
	
   

  	
   

  	
   

  
	
  November 19, 2011

  	
   

  	
  10,850

  
	
   

  	
   

  	
   

  
	
  November 19, 2012

  	
   

  	
  10,850

  



 


Termination of Employment


 


Upon the termination of your employment by IAC or
any of its Subsidiaries or Affiliates for any reason other than your death or
Disability or for Cause or if you resign for Good Reason (as defined in your
Employment Agreement) during the Restriction Period, the portion of your Annual
Vesting Award that would have vested through the date of your termination of
employment if the Annual Vesting Award vested in equal installments of 20% per
year (or 10,000 RSUs) shall vest, and the remaining unvested portion of your
Annual Vesting Award shall be forfeited and canceled in its entirety effective
immediately upon such termination of employment. For example, if you resign for
Good Reason on September 19, 2010 (e.g. after the second vesting of RSU’s
but prior to the November 19, 2010 vesting), 2,550 RSUs will vest and the
remaining 30,000 RSUs will 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 years prior to such termination there
was an event or circumstance that would have been grounds for termination for
Cause, your Annual Vesting Award shall be forfeited and canceled in its
entirety upon such termination, and IAC may cause you, immediately upon notice,
either to return the shares or cash issued upon the settlement of RSUs that
vested during the two-year period after the events or circumstances giving rise
to or constituting grounds for termination for Cause or to pay IAC an amount
equal to the aggregate amount, if any, that you had previously realized in
respect of any and all shares issued upon settlement of RSUs that vested during
the two-year period after the events or circumstances giving rise to or
constituting grounds for such termination for Cause (i.e., the value of
the RSUs upon vesting), in each case, including any dividend equivalents or
other distributions received in respect of any such RSUs. This remedy shall be
without prejudice to, or waiver of, any other remedies IAC or its Subsidiaries
or Affiliates may have in such event.


 


Settlement


 


Subject to  your satisfaction of the tax
obligations described immediately below under “Taxes and Withholding,” as soon
as practicable after any RSUs in respect of your Annual Vesting Award have
vested and are no longer subject to the Restriction Period, such RSUs shall be
settled. For each RSU settled, IAC shall (i) if you are employed within
the United States, issue one share of Common Stock for each RSU vesting or (ii) if
you are employed outside the United States, pay, or cause to be paid, to you an
amount of cash equal to the Fair Market Value of one share of Common Stock for
each RSU vesting. Notwithstanding the foregoing, IAC shall be entitled to hold
the shares or cash issuable to you upon settlement of all RSUs that have vested
until IAC or the agent selected by IAC to administer the Plan (the “Agent”) has
received from you (i) a duly executed Form W-9 or W-8, as applicable
or (ii) payment for any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such RSUs.


 


Taxes and Withholding


 


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


 


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


 


In the event of (i) a stock dividend, stock split,
reverse stock split, share combination, or recapitalization or similar event
affecting the capital structure of IAC (each, a “Share Change”),


 


3

















 


or
(ii) a merger, consolidation, acquisition of property or shares,
separation, spin-off, reorganization, stock rights offering, liquidation, Disaffiliation,
or similar event affecting IAC or any of its Subsidiaries (each, a “Corporate
Transaction”), the Compensation and Human Resources Committee (the “Committee”)
or the Board will make such substitutions or adjustments, if any, as it, in its
good faith and sole discretion, deems appropriate and equitable to the number
of RSUs and the number and kind of shares of Common Stock underlying the RSUs.
The determination of the Committee
regarding any such adjustment will be final and conclusive and need not be the
same for all RSU award recipients
(including, but not limited to, recipients of Annual Vesting Awards).


 


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


 


Non-Transferability of the RSUs


 


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


 


No Rights as a Stockholder


 


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


 


Other Restrictions


 


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


 


Conflicts and Interpretation


 


In the event of any conflict between these Terms and
Conditions and the Plan, the
Plan shall control. In the event of any ambiguity in these Terms and
Conditions, or any matters as to which these Terms and Conditions are silent,
the Plan shall govern. In the event of any conflict


 


4

















 


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


 


Amendment


 


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


 


Data Protection


 


The acceptance of your RSUs constitutes your
authorization of the release from time to time to IAC or any of its
Subsidiaries or Affiliates and to the Agent (together, the “Relevant Companies”)
of any and all personal or professional data that is necessary or desirable for
the administration of your RSUs and/or the Plan (the “Relevant Information”).
Without limiting the above, this authorization permits your employing company
to collect, process, register and transfer to the Relevant Companies all
Relevant Information (including any professional and personal data that may be
useful or necessary for the purposes of the administration of your RSUs and/or the Plan and/or to implement or structure any
further grants of equity awards (if any)). The acceptance of your RSUs also
constitutes your authorization of the transfer of the Relevant Information to
any jurisdiction in which IAC, your employing company or the Agent considers
appropriate. You shall have access to, and the right to change, the Relevant
Information, which will only be used in accordance with applicable law.


 


Section 409A of the Code


 


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


 


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


 


Notification of Changes


 


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


 


5