Exhibit 10.7


 


TICKETMASTER

2008 STOCK AND ANNUAL INCENTIVE PLAN


 


Section 1.              Purpose; Definition


 


The
purpose of this Plan is (a) to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, directors and/or
consultants and to provide the Company and its Subsidiaries and Affiliates with
a stock and incentive plan providing incentives directly linked to stockholder
value and (b) to assume and govern other awards pursuant to the adjustment
of awards granted under any IAC Long Term Incentive Plan (as defined in the
Employee Matters Agreement) in accordance with the terms of the Employee
Matters Agreement (“Adjusted Awards”). 
Certain terms used herein have definitions given to them in the first
place in which they are used.  In
addition, for purposes of this Plan, the following terms are defined as set
forth below:


 


(a)           “Affiliate” means a
corporation or other entity controlled by, controlling or under common control
with, the Company.


 


(b)           “Applicable Exchange”
means Nasdaq or such other securities exchange as may at the applicable time be
the principal market for the Common Stock.


 


(c)           “Award” means an
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or
other stock-based award granted or assumed pursuant to the terms of this Plan,
including Adjusted Awards.


 


(d)           “Award Agreement”
means a written or electronic document or agreement setting forth the terms and
conditions of a specific Award.


 


(e)           “Beneficial Ownership”
shall have the meaning given in Rule 13d-3 promulgated under the Exchange
Act.


 


(f)            “Board” means the
Board of Directors of the Company.


 


(g)           “Bonus Award” means a
bonus award made pursuant to Section 9.


 


(h)           “Cause” means, unless
otherwise provided in an Award Agreement, (i) “Cause” as defined in any
Individual Agreement to which the applicable Participant is a party, or (ii) if
there is no such Individual Agreement or if it does not define Cause:  (A) the willful or gross neglect by a
Participant of his employment duties; (B) the plea of guilty or nolo
contendere to, or conviction for, the commission of a felony offense by a
Participant; (C) a material breach by a Participant of a fiduciary duty
owed to the Company or any of its subsidiaries; (D) a material breach by a
Participant of any nondisclosure, non-solicitation or non-competition
obligation owed to the Company or any of its Affiliates; or (E) before a
Change in Control, such other events as shall be determined by the Committee
and set forth in a Participant’s Award Agreement.  Notwithstanding the general rule of Section 2(c),
following a Change in Control, any determination by the Committee as to whether
“Cause” exists shall be subject to de novo review.


 

















 


(i)            “Change in Control”
has the meaning set forth in Section 10(c).


 


(j)            “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any successor
thereto, the Treasury Regulations thereunder and other relevant interpretive
guidance issued by the Internal Revenue Service or the Treasury Department.  Reference to any specific section of the Code
shall be deemed to include such regulations and guidance, as well as any
successor provision of the Code.


 


(k)           “Commission” means
the Securities and Exchange Commission or any successor agency.


 


(l)            “Committee” has the
meaning set forth in Section 2(a).


 


(m)          “Common Stock” means
common stock, par value $0.01 per share, of the Company.


 


(n)           “Company” means
Ticketmaster, a Delaware corporation, or its successor.


 


(o)           “Disability” means (i) “Disability”
as defined in any Individual Agreement to which the Participant is a party, or (ii) if
there is no such Individual Agreement or it does not define “Disability,” (A) permanent
and total disability as determined under the Company’s long-term disability
plan applicable to the Participant, or (B) if there is no such plan
applicable to the Participant or the Committee determines otherwise in an
applicable Award Agreement, “Disability” as determined by the Committee.  Notwithstanding the above, with respect to an
Incentive Stock Option, Disability shall mean Permanent and Total Disability as
defined in Section 22(e)(3) of the Code and, with respect to all
Awards, to the extent required by Section 409A of the Code, “disability”
within the meaning of Section 409A of the Code.


 


(p)           “Disaffiliation”
means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for
any reason (including, without limitation, as a result of a public offering, or
a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate)
or a sale of a division of the Company and its Affiliates.


 


(q)           “EBITA” means for any
period, operating profit (loss) plus (i) amortization, including goodwill impairment,
(ii) amortization of non-cash distribution and marketing expense and
non-cash compensation expense, (iii) restructuring charges, (iv) non-cash
write-downs of assets or goodwill, (v) charges relating to disposal of
lines of business, (vi) litigation settlement amounts and (vii) costs
incurred for proposed and completed acquisitions.


 


(r)            “EBITDA” means for
any period, operating profit (loss) plus (i) depreciation and
amortization, including goodwill impairment, (ii) amortization of non-cash
distribution and marketing expense and non-cash compensation expense, (iii) restructuring
charges, (iv) non-cash write-downs of assets or goodwill, (v) charges
relating to disposal of lines of business, (vi) litigation settlement
amounts and (vii) costs incurred for proposed and completed acquisitions.


 


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(s)           “Eligible Individuals”
means directors, officers, employees and consultants of the Company or any of
its Subsidiaries or Affiliates, and prospective employees and consultants who
have accepted offers of employment or consultancy from the Company or its
Subsidiaries or Affiliates.


 


(t)            “Employee Matters
Agreement” means the Employee Matters Agreement by and among IAC,
Ticketmaster, Interval Leisure Group, Inc., HSN, Inc.  and Tree.com, Inc.


 


(u)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any
successor thereto.


 


(v)           “Fair Market Value”
means, unless otherwise determined by the Committee, the closing price of a
share of Common Stock on the Applicable Exchange on the date of measurement, or
if Shares were not traded on the Applicable Exchange on such measurement date,
then on the next preceding date on which Shares were traded, all as reported by
such source as the Committee may select. 
If the Common Stock is not listed on a national securities exchange, Fair
Market Value shall be determined by the Committee in its good faith discretion,
taking into account, to the extent appropriate, the requirements of Section 409A
of the Code.


 


(w)          “Free-Standing SAR”
has the meaning set forth in Section 5(b).


 


(x)            “Grant Date” means (i) the
date on which the Committee by resolution selects an Eligible Individual to
receive a grant of an Award and determines the number of Shares to be subject
to such Award or the formula for earning a number of shares or cash amount, (ii) such
later date as the Committee shall provide in such resolution or (iii) the
initial date on which an Adjusted Award was granted under the IAC Long Term
Incentive Plan.


 


(y)           “Group” shall have
the meaning given in Section 13(d)(3) and 14(d)(2) of the Exchange
Act.


 


(z)            “IAC” means
IAC/InterActiveCorp, a Delaware corporation.


 


(aa)         “Incentive Stock Option”
means any Option that is designated in the applicable Award Agreement as an “incentive
stock option” within the meaning of Section 422 of the Code, and that in
fact so qualifies.


 


(bb)         “Individual Agreement”
means an employment, consulting or similar agreement between a Participant and
the Company or one of its Subsidiaries or Affiliates.


 


(cc)         “Nasdaq” means the
National Association of Securities Dealers Inc. 
Automated Quotation System.


 


(dd)         “Nonqualified Option”
means any Option that is not an Incentive Stock Option.


 


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(ee)         “Option” means an
Award granted under Section 5.


 


(ff)           “Participant” means
an Eligible Individual to whom an Award is or has been granted.


 


(gg)         “Performance Goals”
means the performance goals established by the Committee in connection with the
grant of Restricted Stock, Restricted Stock Units or Bonus Awards or other
stock-based awards.  In the case of
Qualified-Performance Based Awards, (i) such goals shall be based on the
attainment of one or any combination of the following:  specified levels of earnings per share from
continuing operations, net profit after tax, EBITDA, EBITA, gross profit, cash
generation, unit volume, market share, sales, asset quality, earnings per
share, operating income, revenues, return on assets, return on operating
assets, return on equity, profits, total stockholder return (measured in terms
of stock price appreciation and/or dividend growth), cost saving levels,
marketing-spending efficiency, core non-interest income, change in working
capital, return on capital, and/or stock price, with respect to the Company or
any Subsidiary, Affiliate, division or department of the Company and (ii) such
Performance Goals shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related
regulations.  Such Performance Goals also
may be based upon the attaining of specified levels of Company, Subsidiary,
Affiliate or divisional performance under one or more of the measures described
above relative to the performance of other entities, divisions or subsidiaries.


 


(hh)         “Plan” means this
Ticketmaster 2008 Stock and Annual Incentive Plan, as set forth herein and as
hereafter amended from time to time.


 


(ii)           “Plan Year” means the
calendar year or, with respect to Bonus Awards, the Company’s fiscal year if
different.


 


(jj)           “Qualified
Performance-Based Award” means an Award intended to qualify for the Section
162(m) Exemption, as provided in Section 11.


 


(kk)         “Restricted Stock”
means an Award granted under Section 6.


 


(ll)           “Restricted Stock Units”
means an Award granted under Section 7.


 


(mm)       “Resulting Voting Power”
shall mean the outstanding combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors (or
equivalent governing body, if applicable) of the entity resulting from a
Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries).


 


(nn)         “Retirement” means
retirement from active employment with the Company, a Subsidiary or Affiliate
at or after the Participant’s attainment of age 65.


 


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(oo)         “Section 162(m) Exemption”
means the exemption from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the Code.


 


(pp)         “Separation” has the
meaning set forth in the Employee Matters Agreement.


 


(qq)         “Share” means a share
of Common Stock.


 


(rr)           “Stock Appreciation Right”
has the meaning set forth in Section 5(b).


 


(ss)         “Subsidiary” means
any corporation, partnership, joint venture, limited liability company or other
entity during any period in which at least a 50% voting or profits interest is
owned, directly or indirectly, by the Company or any successor to the Company.


 


(tt)           “Tandem SAR” has the
meaning set forth in Section 5(b).


 


(uu)         “Term” means the
maximum period during which an Option or Stock Appreciation Right may remain
outstanding, subject to earlier termination upon Termination of Employment or
otherwise, as specified in the applicable Award Agreement.


 


(vv)         “Termination of
Employment” means the termination of the applicable Participant’s
employment with, or performance of services for, the Company and any of its
Subsidiaries or Affiliates.  Unless
otherwise determined by the Committee, if a Participant’s employment with, or
membership on a board of directors of the Company and its Affiliates terminates
but such Participant continues to provide services to the Company and its
Affiliates in a non-employee director capacity or as an employee, as
applicable, such change in status shall not be deemed a Termination of
Employment.  A Participant employed by,
or performing services for, a Subsidiary or an Affiliate or a division of the
Company and its Affiliates shall be deemed to incur a Termination of Employment
if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division
ceases to be a Subsidiary, Affiliate or division, as the case may be, and the
Participant does not immediately thereafter become an employee of (or service
provider for), or member of the board of directors of, the Company or another
Subsidiary or Affiliate.  Temporary
absences from employment because of illness, vacation or leave of absence and
transfers among the Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment. 
Notwithstanding the foregoing, with respect to any Award that
constitutes “nonqualified deferred compensation” within the meaning of Section 409A
of the Code, “Termination of Employment” shall mean a “separation from service”
as defined under Section 409A of the Code. 
For the avoidance of doubt, the Separation shall not constitute a
Termination of Employment for purposes of any Adjusted Award.


 


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Section 2.                                          Administration


 


(a)                                  Committee.  The Plan shall be administered by the
Compensation Committee of the Board or such other committee of the Board as the
Board may from time to time designate (the “Committee”), which shall be
composed of not less than two directors, and shall be appointed by and serve at
the pleasure of the Board.  The Committee
shall, subject to Section 11, have plenary authority to grant Awards
pursuant to the terms of the Plan to Eligible Individuals.  Among other things, the Committee shall have
the authority, subject to the terms and conditions of the Plan and the Employee
Matters Agreement (including the original terms of the grant of the Adjusted
Award):


 


(i)                                     to select the
Eligible Individuals to whom Awards may from time to time be granted;


 


(ii)                                  to determine
whether and to what extent Incentive Stock Options, Nonqualified Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, other
stock-based awards, or any combination thereof, are to be granted hereunder;


 


(iii)                              to determine
the number of Shares to be covered by each Award granted hereunder;


 


(iv)                              to determine
the terms and conditions of each Award granted hereunder, based on such factors
as the Committee shall determine;


 


(v)                                 subject to Section 12,
to modify, amend or adjust the terms and conditions of any Award;


 


(vi)                              to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable;


 


(vii)                           subject to Section 11,
to accelerate the vesting or lapse of restrictions of any outstanding Award,
based in each case on such considerations as the Committee in its sole
discretion determines;


 


(viii)                        to interpret
the terms and provisions of the Plan and any Award issued under the Plan (and
any agreement relating thereto);


 


(ix)                                to establish
any “blackout” period that the Committee in its sole discretion deems necessary
or advisable;


 


(x)                                   to determine
whether, to what extent, and under what circumstances cash, Shares, and other
property and other amounts payable with respect to an Award under this Plan
shall be deferred either automatically or at the election of the Participant;


 


(xi)                                to decide all
other matters that must be determined in connection with an Award; and


 


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(xii)                             to otherwise
administer the Plan.


 


(b)                                 Procedures.


 


(i)                                     The Committee
may act only by a majority of its members then in office, except that the
Committee may, except to the extent prohibited by applicable law or the listing
standards of the Applicable Exchange and subject to Section 11, allocate
all or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it.


 


(ii)                                  Subject to Section 11(c),
any authority granted to the Committee may also be exercised by the full
Board.  To the extent that any permitted
action taken by the Board conflicts with action taken by the Committee, the
Board action shall control.


 


(c)                                  Discretion of
Committee.  Subject to Section 1(h),
any determination made by the Committee or by an appropriately delegated
officer pursuant to delegated authority under the provisions of the Plan with
respect to any Award shall be made in the sole discretion of the Committee or
such delegate at the time of the grant of the Award or, unless in contravention
of any express term of the Plan, at any time thereafter.  All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company, Participants, and
Eligible Individuals.


 


(d)                                 Award
Agreements.  The terms
and conditions of each Award, as determined by the Committee, shall be set forth
in an Award Agreement, which shall be delivered to the Participant receiving
such Award upon, or as promptly as is reasonably practicable following, the
grant of such Award.  The effectiveness
of an Award shall not be subject to the Award Agreement’s being signed by the
Company and/or the Participant receiving the Award unless specifically so
provided in the Award Agreement.  Award
Agreements may be amended only in accordance with Section 12 hereof.


 


Section 3.                                          Common Stock Subject to Plan


 


(a)                                  Plan Maximums.  The maximum number of Shares that may be
delivered pursuant to Awards under the Plan shall be the sum of (a) the
number of Shares that may be issuable upon exercise or vesting of the Adjusted
Awards and (b) 5,000,000.  The
maximum number of Shares that may be granted pursuant to Options intended to be
Incentive Stock Options shall be 3,333,333 Shares.  Shares subject to an Award under the Plan may
be authorized and unissued Shares or may be treasury Shares.


 


(b)                                 Individual
Limits.  No Participant may be granted
Awards covering in excess of 3,333,333 Shares during the term of the Plan; provided
that Adjusted Awards shall not be subject to this limitation.


 


(c)                                  Rules for
Calculating Shares Delivered.


 


(i)                                     With respect to
Awards other than Adjusted Awards, to the extent that any Award is forfeited,
or any Option and the related Tandem SAR (if any) or Free-Standing SAR
terminates, expires or lapses without being exercised, or any Award is settled
for cash, the Shares 


 


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subject to such Awards not
delivered as a result thereof shall again be available for Awards under the
Plan.


 


(ii)                                  With respect to
Awards other than Adjusted Awards, if the exercise price of any Option and/or
the tax withholding obligations relating to any Award are satisfied by
delivering Shares to the Company (by either actual delivery or by attestation),
only the number of Shares issued net of the Shares delivered or attested to
shall be deemed delivered for purposes of the limits set forth in Section 3(a).  To the extent any Shares subject to an Award
are withheld to satisfy the exercise price (in the case of an Option) and/or
the tax withholding obligations relating to such Award, such Shares shall not
be deemed to have been delivered for purposes of the limits set forth in Section 3(a).


 


(d)                                 Adjustment
Provision.  In the
event of a merger, consolidation, acquisition of property or shares, stock
rights offering, liquidation, Disaffiliation, or similar event affecting the
Company or any of its Subsidiaries (each, a “Corporate Transaction”),
the Committee or the Board may in its discretion make such substitutions or
adjustments as it deems appropriate and equitable to (i) the aggregate
number and kind of Shares or other securities reserved for issuance and
delivery under the Plan, (ii) the various maximum limitations set forth in
Sections 3(a) and 3(b) upon certain types of Awards and upon the
grants to individuals of certain types of Awards, (iii) the number and
kind of Shares or other securities subject to outstanding Awards; and (iv) the
exercise price of outstanding Options and Stock Appreciation Rights.  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 (each, a “Share
Change”), the Committee or the Board shall make such substitutions or
adjustments as it deems appropriate and equitable to (i) the aggregate
number and kind of Shares or other securities reserved for issuance and
delivery under the Plan, (ii) the various maximum limitations set forth in
Sections 3(a) and 3(b) upon certain types of Awards and upon the
grants to individuals of certain types of Awards, (iii) the number and
kind of Shares or other securities subject to outstanding Awards; and (iv) the
exercise price of outstanding Options and Stock Appreciation Rights.  In the case of Corporate Transactions, such
adjustments may include, without limitation, (1) the cancellation of
outstanding Awards in exchange for payments of cash, property or a combination
thereof having an aggregate value equal to the value of such Awards, as
determined by the Committee or the Board in its sole discretion (it being
understood that in the case of a Corporate Transaction with respect to which
stockholders of Common Stock receive consideration other than publicly traded
equity securities of the ultimate surviving entity, any such determination by
the Committee that the value of an Option or Stock Appreciation Right shall for
this purpose be deemed to equal the excess, if any, of the value of the
consideration being paid for each Share pursuant to such Corporate Transaction
over the exercise price of such Option or Stock Appreciation Right shall
conclusively be deemed valid); (2) the substitution of other property
(including, without limitation, cash or other securities of the Company and
securities of entities other than the Company) for the Shares subject to
outstanding Awards; and (3) in connection with any Disaffiliation,
arranging for the assumption of Awards, or replacement of Awards with new
awards based on other property or other securities (including, without
limitation, other securities of the Company and securities of entities other
than the Company), by the affected Subsidiary, Affiliate, or division or by the
entity that controls such Subsidiary, Affiliate, or division following such
Disaffiliation (as well as any corresponding adjustments to Awards that remain 


 


8

















 


based upon Company
securities).  The Committee may adjust in
its sole discretion the Performance Goals applicable to any Awards to reflect
any Share Change and any Corporate Transaction and any unusual or non-recurring
events and other extraordinary items, impact of charges for restructurings,
discontinued operations, and the cumulative effects of accounting or tax
changes, each as defined by generally accepted accounting principles or as
identified in the Company’s financial statements, notes to the financial
statements, management’s discussion and analysis or the Company’s other SEC
filings, provided that in the case of Performance Goals applicable to
any Qualified Performance-Based Awards, such adjustment does not violate Section 162(m) of
the Code.  Any adjustment under this Section 3(d) need
not be the same for all Participants.


 


(e)                                  Section 409A.  Notwithstanding the foregoing:  (i) any adjustments made pursuant to Section 3(d) to
Awards that are considered “deferred compensation” within the meaning of Section 409A
of the Code shall be made in compliance with the requirements of Section 409A
of the Code; (ii) any adjustments made pursuant to Section 3(d) to
Awards that are not considered “deferred compensation” subject to Section 409A
of the Code shall be made in such a manner as to ensure that after such
adjustment, the Awards either (A) continue not to be subject to Section 409A
of the Code or (B) comply with the requirements of Section 409A of
the Code; and (iii) in any event, neither the Committee nor the Board
shall have the authority to make any adjustments pursuant to Section 3(d) to
the extent the existence of such authority would cause an Award that is not
intended to be subject to Section 409A of the Code at the Grant Date to be
subject thereto as of the Grant Date.


 


Section 4.                                          Eligibility


 


Awards
may be granted under the Plan to Eligible Individuals and, with respect to
Adjusted Awards, in accordance with the terms of the Employee Matters
Agreement; provided, however, that Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries or parent
corporation (within the meaning of Section 424(f) of the Code) and,
with respect to Adjusted Awards that are intended to qualify as incentive stock
options within the meaning of Section 421 of the Code, in accordance with
the terms of the Employee Matters Agreement.


 


Section 5.                                          Options and Stock Appreciation Rights


 


With
respect to Adjusted Awards, the provisions below will be applicable only to the
extent that they are not inconsistent with the Employee Matters Agreement and
the terms of the Adjusted Award assumed under the Employee Matters Agreement:


 


(a)                                  Types of
Options.  Options may be of two types:  Incentive Stock Options and Nonqualified
Options.  The Award Agreement for an
Option shall indicate whether the Option is intended to be an Incentive Stock
Option or a Nonqualified Option.


 


(b)                                 Types and
Nature of Stock Appreciation Rights.  Stock Appreciation Rights may be “Tandem
SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,”
which are not granted in conjunction with an Option.  Upon the exercise of a Stock Appreciation
Right, the Participant shall be entitled to receive an 


 


9

















 


amount
in cash, Shares, or both, in value equal to the product of (i) the excess
of the Fair Market Value of one Share over the exercise price of the applicable
Stock Appreciation Right, multiplied by (ii) the number of Shares in
respect of which the Stock Appreciation Right has been exercised.  The applicable Award Agreement shall specify
whether such payment is to be made in cash or Common Stock or both, or shall
reserve to the Committee or the Participant the right to make that
determination prior to or upon the exercise of the Stock Appreciation Right.


 


(c)                                  Tandem SARs.  A Tandem SAR may be granted at the Grant Date
of the related Option.  A Tandem SAR
shall be exercisable only at such time or times and to the extent that the
related Option is exercisable in accordance with the provisions of this Section 5,
and shall have the same exercise price as the related Option.  A Tandem SAR shall terminate or be forfeited
upon the exercise or forfeiture of the related Option, and the related Option
shall terminate or be forfeited upon the exercise or forfeiture of the Tandem
SAR.


 


(d)                                 Exercise Price.  The exercise price per Share subject to an
Option or Free-Standing SAR shall be determined by the Committee and set forth
in the applicable Award Agreement, and shall not be less than the Fair Market
Value of a share of the Common Stock on the applicable Grant Date.  In no event may any Option or Free-Standing
SAR granted under this Plan be amended, other than pursuant to Section 3(d),
to decrease the exercise price thereof, be cancelled in conjunction with the
grant of any new Option or Free-Standing SAR with a lower exercise price or
otherwise be subject to any action that would be treated, for accounting purposes,
as a “repricing” of such Option or Free-Standing SAR, unless such amendment,
cancellation, or action is approved by the Company’s stockholders.


 


(e)                                  Term.  The Term of each Option and each
Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten
years from the Grant Date.


 


(f)                                    Vesting and
Exercisability.  Except as
otherwise provided herein, Options and Free-Standing SARs shall be exercisable
at such time or times and subject to such terms and conditions as shall be
determined by the Committee.  If the
Committee provides that any Option or Free-Standing SAR will become exercisable
only in installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the
Committee may determine.  In addition,
the Committee may at any time accelerate the exercisability of any Option or
Free-Standing SAR.


 


(g)                                 Method of
Exercise.  Subject to
the provisions of this Section 5, Options and Free-Standing SARs may be
exercised, in whole or in part, at any time during the applicable Term by
giving written notice of exercise to the Company or through the procedures
established with the Company’s appointed third-party Option administrator
specifying the number of Shares as to which the Option or Free-Standing SAR is
being exercised; provided, however, that, unless otherwise
permitted by the Committee, any such exercise must be with respect to a portion
of the applicable Option or Free-Standing SAR relating to no less than the
lesser of the number of Shares then subject to such 


 


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Option
or Free-Standing SAR or 100 Shares.  In
the case of the exercise of an Option, such notice shall be accompanied by
payment in full of the purchase price (which shall equal the product of such
number of Shares multiplied by the applicable exercise price) by certified or
bank check or such other instrument as the Company may accept.  If approved by the Committee, payment, in full
or in part, may also be made as follows:


 


(i)                                     Payments may be
made in the form of unrestricted Shares (by delivery of such Shares or by
attestation) of the same class as the Common Stock subject to the Option
already owned by the Participant (based on the Fair Market Value of the Common
Stock on the date the Option is exercised); provided, however,
that, in the case of an Incentive Stock Option, the right to make a payment in
the form of already owned Shares of the same class as the Common Stock subject
to the Option may be authorized only at the time the Option is granted.


 


(ii)                                  To the extent
permitted by applicable law, payment may be made by delivering a properly
executed exercise notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds necessary to pay the purchase price, and, if requested, the
amount of any federal, state, local or foreign withholding taxes.  To facilitate the foregoing, the Company may,
to the extent permitted by applicable law, enter into agreements for
coordinated procedures with one or more brokerage firms.  To the extent permitted by applicable law,
the Committee may also provide for Company loans to be made for purposes of the
exercise of Options.


 


(iii)                               Payment may be
made by instructing the Company to withhold a number of Shares having a Fair
Market Value (based on the Fair Market Value of the Common Stock on the date
the applicable Option is exercised) equal to the product of (A) the
exercise price multiplied by (B) the number of Shares in respect of which
the Option shall have been exercised.


 


(h)                                 Delivery;
Rights of Stockholders.  No
Shares shall be delivered pursuant to the exercise of an Option until the
exercise price therefor has been fully paid and applicable taxes have been
withheld.  The applicable Participant
shall have all of the rights of a stockholder of the Company holding the class
or series of Common Stock that is subject to the Option or Stock Appreciation
Right (including, if applicable, the right to vote the applicable Shares and
the right to receive dividends), when the Participant (i) has given
written notice of exercise, (ii) if requested, has given the
representation described in Section 14(a), and (iii) in the case of
an Option, has paid in full for such Shares.


 


(i)                                     Terminations of
Employment.  Subject to Section 10,
a Participant’s Options and Stock Appreciation Rights shall be forfeited upon
such Participant’s Termination of Employment, except as set forth below:


 


(i)                                     Upon a
Participant’s Termination of Employment by reason of death, any Option or Stock
Appreciation Right held by the Participant that was exercisable immediately
before the Termination of Employment may be exercised 


 


11

















 


at
any time until the earlier of (A) the first anniversary of the date of
such death and (B) the expiration of the Term thereof;


 


(ii)                                  Upon a
Participant’s Termination of Employment by reason of Disability or Retirement,
any Option or Stock Appreciation Right held by the Participant that was
exercisable immediately before the Termination of Employment may be exercised
at any time until the earlier of (A) the first anniversary of such
Termination of Employment and (B) the expiration of the Term thereof;


 


(iii)                               Upon a Participant’s
Termination of Employment for Cause, any Option or Stock Appreciation Right
held by the Participant shall be forfeited, effective as of such Termination of
Employment;


 


(iv)                              Upon a
Participant’s Termination of Employment for any reason other than death,
Disability, Retirement or for Cause, any Option or Stock Appreciation Right
held by the Participant that was exercisable immediately before the Termination
of Employment may be exercised at any time until the earlier of (A) the
90th day following such Termination of Employment and (B) expiration of
the Term thereof; and


 


(v)                                 Notwithstanding
the above provisions of this Section 5(i), if a Participant dies after
such Participant’s Termination of Employment but while any Option or Stock
Appreciation Right remains exercisable as set forth above, such Option or Stock
Appreciation Right may be exercised at any time until the later of (A) the
earlier of (1) the first anniversary of the date of such death and (2) expiration
of the Term thereof and (B) the last date on which such Option or Stock
Appreciation Right would have been exercisable, absent this Section 5(i)(v).


 


Notwithstanding
the foregoing, the Committee shall have the power, in its discretion, to apply
different rules concerning the consequences of a Termination of
Employment; provided, however, that if such rules are less
favorable to the Participant than those set forth above, such rules are
set forth in the applicable Award Agreement. 
If an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code, such
Option will thereafter be treated as a Nonqualified Option.


 


(j)                                     Nontransferability
of Options and Stock Appreciation Rights.  No Option or Free-Standing SAR shall be transferable
by a Participant other than (i) by will or by the laws of descent and
distribution, or (ii) in the case of a Nonqualified Option or
Free-Standing SAR, pursuant to a qualified domestic relations order or as
otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to the Participant’s family members or to a charitable
organization, whether directly or indirectly or by means of a trust or
partnership or otherwise.  For purposes
of this Plan, unless otherwise determined by the Committee, “family member”
shall have the meaning given to such term in General Instructions A.1(a)(5) to
Form S-8 under the Securities Act 


 


12

















 


of
1933, as amended, and any successor thereto. 
A Tandem SAR shall be transferable only with the related Option as
permitted by the preceding sentence.  Any
Option or Stock Appreciation Right shall be exercisable, subject to the terms
of this Plan, only by the applicable Participant, the guardian or legal
representative of such Participant, or any person to whom such Option or Stock
Appreciation Right is permissibly transferred pursuant to this Section 5(j),
it being understood that the term “Participant” includes such guardian, legal
representative and other transferee; provided, however, that the
term “Termination of Employment” shall continue to refer to the Termination of
Employment of the original Participant.


 


Section 6.                                          Restricted Stock


 


With
respect to Adjusted Awards, the provisions below will be applicable only to the
extent that they are not inconsistent with the Employee Matters Agreement and
the terms of the Adjusted Award assumed under the Employee Matters Agreement:


 


(a)                                  Nature of Awards and Certificates. 
Shares of Restricted Stock are actual Shares issued to a Participant,
and shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock
certificates.  Any certificate issued in
respect of Shares of Restricted Stock shall be registered in the name of the
applicable Participant and, in the case of Restricted Stock, shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:


 


“The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Ticketmaster 2008 Stock and Annual Incentive Plan
and an Award Agreement.  Copies of such
Plan and Agreement are on file at the offices of Ticketmaster, 8800 Sunset
Blvd., West Hollywood, CA 90069.”


 


The Committee may require
that the certificates evidencing such shares be held in custody by the Company
until the restrictions thereon shall have lapsed and that, as a condition of
any Award of Restricted Stock, the applicable Participant shall have delivered
a stock power, endorsed in blank, relating to the Common Stock covered by such
Award.


 


(b)                                 Terms and Conditions. 
Shares of Restricted Stock shall be subject to the following terms and
conditions:


 


(i)                                     The Committee shall, prior to or at the
time of grant, condition the vesting or transferability of an Award of
Restricted Stock upon the continued service of the applicable Participant or
the attainment of Performance Goals, or the attainment of Performance Goals and
the continued service of the applicable Participant.  In the event that the Committee conditions
the grant or vesting of an Award of Restricted Stock upon the attainment of
Performance Goals or the attainment of Performance Goals and the continued
service of the applicable 


 


13

















 


Participant, the Committee may, prior to or at the
time of grant, designate such an Award as a Qualified Performance-Based Award.  The conditions for grant, vesting, or
transferability and the other provisions of Restricted Stock Awards (including
without limitation any Performance Goals) need not be the same with respect to
each Participant.


 


(ii)                                  Subject to the provisions of the Plan and
the applicable Award Agreement, during the period, if any, set by the
Committee, commencing with the date of such Restricted Stock Award for which
such vesting restrictions apply and until the expiration of such vesting
restrictions (the “Restriction Period”), the Participant shall not be
permitted to sell, assign, transfer, pledge or otherwise encumber Shares of
Restricted Stock.


 


(iii)                               Except as provided in this Section 6 and
in the applicable Award Agreement, the applicable Participant shall have, with
respect to the Shares of Restricted Stock, all of the rights of a stockholder
of the Company holding the class or series of Common Stock that is the subject
of the Restricted Stock, including, if applicable, the right to vote the Shares
and the right to receive any cash dividends. 
If so determined by the Committee in the applicable Award Agreement and
subject to Section 14(e), (A) cash dividends on the class or series of Common
Stock that is the subject of the Restricted Stock Award shall be automatically
deferred and reinvested in additional Restricted Stock, held subject to the
vesting of the underlying Restricted Stock, and (B) subject to any adjustment
pursuant to Section 3(d), dividends payable in Common Stock shall be paid in
the form of Restricted Stock of the same class as the Common Stock with which
such dividend was paid, held subject to the vesting of the underlying
Restricted Stock.


 


(iv)                              Except as otherwise set forth in the
applicable Award Agreement, upon a Participant’s Termination of Employment for
any reason during the Restriction Period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by such Participant; provided,
however, that subject to Section 11(b), the Committee shall have the
discretion to waive, in whole or in part, any or all remaining restrictions
with respect to any or all of such Participant’s Shares of Restricted Stock.


 


(v)                                 If and when any applicable Performance
Goals are satisfied and the Restriction Period expires without a prior forfeiture
of the Shares of Restricted Stock for which legended certificates have been
issued, unlegended certificates for such Shares shall be delivered to the
Participant upon surrender of the legended certificates.


 


Section 7.                                          Restricted Stock Units


 


With respect to Adjusted
Awards, the provisions below will be applicable only to the extent that they
are not inconsistent with the Employee Matters Agreement and the terms of the
Adjusted Award assumed under the Employee Matters Agreement:


 


14
















 


(a)                                  Nature of
Awards.  Restricted Stock Units are
Awards denominated in Shares that will be settled, subject to the terms and
conditions of the Restricted Stock Units, in an amount in cash, Shares or both,
based upon the Fair Market Value of a specified number of Shares.


 


(b)                                 Terms and
Conditions.  Restricted
Stock Units shall be subject to the following terms and conditions:


 


(i)                                     The Committee
shall, prior to or at the time of grant, condition the grant, vesting, or
transferability of Restricted Stock Units upon the continued service of the
applicable Participant or the attainment of Performance Goals, or the
attainment of Performance Goals and the continued service of the applicable
Participant.  In the event that the
Committee conditions the grant or vesting of Restricted Stock Units upon the
attainment of Performance Goals or the attainment of Performance Goals and the
continued service of the applicable Participant, the Committee may, prior to or
at the time of grant, designate such Awards as Qualified Performance-Based
Awards.  The conditions for grant,
vesting or transferability and the other provisions of Restricted Stock Units
(including without limitation any Performance Goals) need not be the same with
respect to each Participant.  An Award of
Restricted Stock Units shall be settled as and when the Restricted Stock Units
vest or at a later time specified by the Committee or in accordance with an
election of the Participant, if the Committee so permits.


 


(ii)                                  Subject to the
provisions of the Plan and the applicable Award Agreement, during the period,
if any, set by the Committee, commencing with the date of such Restricted Stock
Units for which such vesting restrictions apply and until the expiration of
such vesting restrictions (the “Restriction Period”), the Participant shall not
be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted
Stock Units.


 


(iii)                               The Award
Agreement for Restricted Stock Units shall specify whether, to what extent and
on what terms and conditions the applicable Participant shall be entitled to
receive current or deferred payments of cash, Common Stock or other property
corresponding to the dividends payable on the Common Stock (subject to Section 14(e) below).


 


(iv)                              Except as
otherwise set forth in the applicable Award Agreement, upon a Participant’s
Termination of Employment for any reason during the Restriction Period, all
Restricted Stock Units still subject to restriction shall be forfeited by such
Participant; provided, however, that subject to Section 11(b),
the Committee shall have the discretion to waive, in whole or in part, any or
all remaining restrictions with respect to any or all of such Participant’s
Restricted Stock Units.


 


15

















 


Section 8.                                          Other Stock-Based Awards


 


Other
Awards of Common Stock and other Awards that are valued in whole or in part by
reference to, or are otherwise based upon or settled in, Common Stock,
including (without limitation), unrestricted stock, performance units, dividend
equivalents, and convertible debentures, may be granted under the Plan.


 


Section 9.                                          Bonus Awards


 


(a)                                  Determination
of Awards.  The
Committee shall determine the total amount of Bonus Awards for each Plan Year
or such shorter performance period as the Committee may establish in its sole
discretion.  Prior to the beginning of
the Plan Year or such shorter performance period as the Committee may establish
in its sole discretion (or such later date as may be prescribed by the Internal
Revenue Service under Section 162(m) of the Code), the Committee
shall establish Performance Goals for Bonus Awards for the Plan Year or such
shorter period; provided, that such Performance Goals may be established
at a later date for Participants who are not “covered employees” (within the
meaning of Section 162(m)(3) of the Code).  Bonus amounts payable to any individual
Participant with respect to a Plan Year will be limited to a maximum of $10
million.  For performance periods that
are shorter than a Plan Year, such $10 million maximum may be pro-rated if so
determined by the Committee.


 


(b)                                 Payment of
Awards.  Bonus Awards under the Plan
shall be paid in cash or in shares of Common Stock (valued at Fair Market Value
as of the date of payment) as determined by the Committee, as soon as
practicable following the close of the Plan Year or such shorter performance
period as the Committee may establish. 
It is intended that a Bonus Award will be paid no later than the
fifteenth (15th) day of the third month following the later of:  (i) the end of the Participant’s taxable
year in which the requirements for such Bonus Award have been satisfied by the
Participant or (ii) the end of the Company’s fiscal year in which the
requirements for such Bonus Award have been satisfied by the Participant.  The Committee may at its option establish
procedures pursuant to which Participants are permitted to defer the receipt of
Bonus Awards payable hereunder.  The
Bonus Award for any Plan Year or such shorter performance period to any
Participant may be reduced or eliminated by the Committee in its discretion.


 


Section 10.                                   Change in Control Provisions


 


(a)                                  Adjusted Awards.  With respect to all Adjusted Awards, subject
to paragraph (e) of this Section 10, unless otherwise provided in the
applicable Award Agreement, notwithstanding any other provision of this Plan to
the contrary, upon a Participant’s Termination of Employment, during the
two-year period following a Change in Control, by the Company other than for
Cause or Disability or by the Participant for Good Reason (as defined below):


 


(i)                                     any Options
outstanding as of such Termination of Employment which were outstanding as of
the date of such Change in Control shall be fully exercisable and vested and
shall remain exercisable until the later of (i) the last date on which
such Option would be exercisable in the absence of this Section 10(a) and
(ii) the 


 


16

















 


earlier
of (A) the first anniversary of such Change in Control and (B) expiration
of the Term of such Option;


 


(ii)                                  the
restrictions and deferral limitations applicable to any Restricted Stock shall
lapse, and such Restricted Stock outstanding as of such Termination of
Employment which were outstanding as of the date of such Change in Control shall
become free of all restrictions and become fully vested and transferable; and


 


(iii)                               all Restricted
Stock Units outstanding as of such Termination of Employment which were
outstanding as of the date of such Change in Control shall be considered to be earned
and payable in full, and any restrictions shall lapse and such Restricted Stock
Units shall be settled as promptly as is practicable in (subject to Section 3(d))
the form set forth in the applicable Award Agreement.


 


(b)                                 Impact of Event
on Awards other than Adjusted Awards.  Subject to paragraph (e) of this Section 10,
and paragraph (d) of Section 12, unless otherwise provided in any
applicable Award Agreement and except as otherwise provided in paragraph (a) of
this Section 10, in connection with a Change of Control, the Committee may
make such adjustments and/or settlements of outstanding Awards as it deems
appropriate and consistent with the Plan’s purposes, including, without
limitation, the acceleration of vesting of Awards either upon a Change of
Control or upon various terminations of employment following a Change of
Control.  The Committee may provide for
such adjustments as a term of the Award or may make such adjustments following
the granting of the Award.


 


(c)                                  Definition of
Change in Control.  For
purposes of the Plan, unless otherwise provided in an option agreement or other
agreement relating to an Award, a “Change in Control” shall mean the happening
of any of the following events:


 


(i)                                     The acquisition
by any individual, entity or Group (a “Person”), other than the Company,
of Beneficial Ownership of equity securities of the Company representing more
than 50% of the voting power of the then outstanding equity securities of the
Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that any
acquisition that would constitute a Change in Control under this subsection (i) that
is also a Business Combination shall be determined exclusively under subsection
(iii) below; or


 


(ii)                                  Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the Effective Date, whose election, or nomination for election by
the Company’s stockholders, was approved by a vote of at least a majority of
the Incumbent Directors at such time shall become an Incumbent Director, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or


 


17

















 


(iii)                               Consummation of
a reorganization, merger, consolidation, sale or other disposition of all or
substantially all of the assets of the Company, the purchase of assets or stock
of another entity, or other similar corporate transaction (a “Business
Combination”), in each case, unless immediately following such Business
Combination, (A) more than 50% of the Resulting Voting Power shall reside
in Outstanding Company Voting Securities retained by the Company’s stockholders
in the Business Combination and/or voting securities received by such
stockholders in the Business Combination on account of Outstanding Company
Voting Securities, and (B) at least a majority of the members of the board
of directors (or equivalent governing body, if applicable) of the entity
resulting from such Business Combination were Incumbent Directors at the time
of the initial agreement, or action of the Board, providing for such Business
Combination; or


 


(iv)                              Approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company.


 


Notwithstanding
the foregoing, the Separation shall not constitute a Change in Control.  For the avoidance of doubt, with respect to
Adjusted Awards, any reference in an Award Agreement or the applicable IAC Long
Term Incentive Plan to a “change in control,” “change of control” or similar
definition shall be deemed to refer to a Change of Control hereunder.


 


(d)                                 For purposes of
this Section 10, “Good Reason” means (i) “Good Reason” as defined in
any Individual Agreement or Award Agreement to which the applicable Participant
is a party, or (ii) if there is no such Individual Agreement or if it does
not define Good Reason, without the Participant’s prior written consent:  (A) a material reduction in the
Participant’s rate of annual base salary from the rate of annual base salary in
effect for such Participant immediately prior to the Change in Control, (B) a
relocation of the Participant’s principal place of business more than 35 miles
from the city in which such Participant’s principal place of business was
located immediately prior to the Change in Control or (C) a material and
demonstrable adverse change in the nature and scope of the Participant’s duties
from those in effect immediately prior to the Change in Control.  In order to invoke a Termination of
Employment for Good Reason, a Participant shall provide written notice to the
Company of the existence of one or more of the conditions described in clauses (A) through
(C) within 90 days following the Participant’s knowledge of the initial
existence of such condition or conditions, and the Company shall have 30 days
following receipt of such written notice (the “Cure Period”) during which it
may remedy the condition.  In the event
that the Company fails to remedy the condition constituting Good Reason during
the Cure Period, the Participant must terminate employment, if at all, within
90 days following the Cure Period in order for such Termination of Employment
to constitute a Termination of Employment for Good Reason.


 


(e)                                  Notwithstanding
the foregoing, if any Award is subject to Section 409A of the Code, this Section 10
shall be applicable only to the extent specifically provided in the Award
Agreement and as permitted pursuant to Section 14(k).


 


18

















 


Section 11.                                   Qualified Performance-Based Awards; Section 16(b)


 


(a)                                  The provisions
of this Plan are intended to ensure that all Options and Stock Appreciation
Rights granted hereunder to any Participant who is or may be a “covered
employee” (within the meaning of Section 162(m)(3) of the Code) in
the tax year in which such Option or Stock Appreciation Right is expected to be
deductible to the Company qualify for the Section 162(m) Exemption, and all
such Awards shall therefore be considered Qualified Performance-Based Awards
and this Plan shall be interpreted and operated consistent with that intention
(including, without limitation, to require that all such Awards be granted by a
committee composed solely of members who satisfy the requirements for being “outside
directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)).  When granting any Award other than an Option
or Stock Appreciation Right, the Committee may designate such Award as a
Qualified Performance-Based Award, based upon a determination that (i) the
recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of
the Code) with respect to such Award, and (ii) the Committee wishes such
Award to qualify for the Section 162(m) Exemption, and the terms of
any such Award (and of the grant thereof) shall be consistent with such
designation (including, without limitation, that all such Awards be granted by
a committee composed solely of Outside Directors).


 


(b)                                 Each Qualified
Performance-Based Award (other than an Option or Stock Appreciation Right)
shall be earned, vested and payable (as applicable) only upon the achievement
of one or more Performance Goals (as certified in writing by the Committee,
except if compensation is attributable solely to the increase in the value of
the Common Stock), together with the satisfaction of any other conditions, such
as continued employment, as the Committee may determine to be appropriate, and
no Qualified Performance-Based Award may be amended, nor may the Committee
exercise any discretionary authority it may otherwise have under this Plan with
respect to a Qualified Performance-Based Award under this Plan, in any manner
that would cause the Qualified Performance-Based Award to cease to qualify for
the Section 162(m) Exemption; provided, however, that (i) the
Committee may provide, either in connection with the grant of the applicable
Award or by amendment thereafter, that achievement of such Performance Goals
will be waived upon the death or Disability of the Participant or under any
other circumstance with respect to which the existence of such possible waiver
will not cause the Award to fail to qualify for the Section 162(m) Exemption
as of the Grant Date, and (ii) the provisions of Section 10 shall
apply notwithstanding this Section 11(b).


 


(c)                                  The full Board
shall not be permitted to exercise authority granted to the Committee to the
extent that the grant or exercise of such authority would cause an Award
designated as a Qualified Performance-Based Award not to qualify for, or to
cease to qualify for, the Section 162(m) Exemption.


 


(d)                                 The provisions
of this Plan are intended to ensure that no transaction under the Plan is
subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of
the Exchange Act (“Section 16(b)”). 
Accordingly, the composition of the Committee shall be subject to such
limitations as the Board deems appropriate to permit transactions pursuant to
this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the
Exchange Act) from Section 16(b), and no delegation of authority by the
Committee shall be permitted if such delegation would cause any such
transaction to be subject to (and not exempt from) Section 16(b).


 


19

















 


Section 12.                                   Term, Amendment and Termination


 


(a)                                  Effectiveness.  The Plan shall be effective as of the date
(the “Effective Date”) it is adopted by the Board, subject to the approval by
the holders of at least a majority of the voting power represented by
outstanding capital stock of the Company that is entitled generally to vote in
the election of directors.


 


(b)                                 Termination.  The Plan will terminate on the tenth
anniversary of the Effective Date. 
Awards outstanding as of such date shall not be affected or impaired by
the termination of the Plan.


 


(c)                                  Amendment of
Plan.  The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration or discontinuation shall be
made which would materially impair the rights of the Participant with respect
to a previously granted Award without such Participant’s consent, except such
an amendment made to comply with applicable law, including without limitation Section 409A
of the Code, stock exchange rules or accounting rules.  In addition, no such amendment shall be made
without the approval of the Company’s stockholders to the extent such approval
is required by applicable law or the listing standards of the Applicable
Exchange.


 


(d)                                 Amendment of
Awards.  Subject to Section 5(d),
the Committee may unilaterally amend the terms of any Award theretofore
granted, but no such amendment shall cause a Qualified Performance-Based Award
to cease to qualify for the Section 162(m) Exemption or without the
Participant’s consent materially impair the rights of any Participant with
respect to an Award, except such an amendment made to cause the Plan or Award
to comply with applicable law, stock exchange rules or accounting rules.


 


Section 13.                                   Unfunded Status of Plan


 


It
is presently intended that the Plan constitute an “unfunded” plan for incentive
and deferred compensation.  The Committee
may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that unless the Committee otherwise determines, the existence
of such trusts or other arrangements is consistent with the “unfunded” status
of the Plan.


 


Section 14.                                   General Provisions


 


(a)                                  Conditions for
Issuance.  The
Committee may require each person purchasing or receiving Shares pursuant to an
Award to represent to and agree with the Company in writing that such person is
acquiring the Shares without a view to the distribution thereof.  The certificates for such Shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.  Notwithstanding any other
provision of the Plan or agreements made pursuant thereto, the Company shall not
be required to issue or deliver any certificate or certificates for Shares
under the Plan prior to fulfillment of all of the following conditions:  (i) listing or approval for listing upon
notice of issuance, of such Shares on the Applicable Exchange; (ii) any
registration or other qualification of such Shares of the Company under any
state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of 


 


20

















 


counsel, deem necessary or
advisable; and (iii) obtaining any other consent, approval, or permit from
any state or federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.


 


(b)                                 Additional
Compensation Arrangements. 
Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.


 


(c)                                  No Contract of
Employment.  The Plan
shall not constitute a contract of employment, and adoption of the Plan shall
not confer upon any employee any right to continued employment, nor shall it
interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time.


 


(d)                                 Required Taxes.  No later than the date as of which an amount
first becomes includible in the gross income of a Participant for federal,
state, local or foreign income or employment or other tax purposes with respect
to any Award under the Plan, such Participant shall pay to the Company, or make
arrangements satisfactory to the Company 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.  If determined by
the Company, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the withholding
requirement.  The obligations of the
Company under the Plan shall be conditional on such payment or arrangements,
and the Company and its Affiliates shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to such
Participant.  The Committee may establish
such procedures as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.


 


(e)                                  Limitation on
Dividend Reinvestment and Dividend Equivalents.  Reinvestment of dividends in additional
Restricted Stock at the time of any dividend payment, and the payment of Shares
with respect to dividends to Participants holding Awards of Restricted Stock
Units, shall only be permissible if sufficient Shares are available under Section 3
for such reinvestment or payment (taking into account then outstanding
Awards).  In the event that sufficient
Shares are not available for such reinvestment or payment, such reinvestment or
payment shall be made in the form of a grant of Restricted Stock Units equal in
number to the Shares that would have been obtained by such payment or
reinvestment, the terms of which Restricted Stock Units shall provide for
settlement in cash and for dividend equivalent reinvestment in further
Restricted Stock Units on the terms contemplated by this Section 14(e).


 


(f)                                    Designation of
Death Beneficiary.  The
Committee shall establish such procedures as it deems appropriate for a
Participant to designate a beneficiary to whom any amounts payable in the event
of such Participant’s death are to be paid or by whom any rights of such
eligible Individual, after such Participant’s death, may be exercised.


 


(g)                                 Subsidiary
Employees.  In the case
of a grant of an Award to any employee of a Subsidiary of the Company, the
Company may, if the Committee so directs, issue or transfer the Shares, if any,
covered by the Award to the Subsidiary, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the 


 


21

















 


Subsidiary will transfer the
Shares to the employee in accordance with the terms of the Award specified by
the Committee pursuant to the provisions of the Plan.  All Shares underlying Awards that are
forfeited or canceled should revert to the Company.


 


(h)                                 Governing Law
and Interpretation.  The Plan
and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. 
The captions of this Plan are not part of the provisions hereof and
shall have no force or effect.


 


(i)                                     Non-Transferability.  Except as otherwise provided in Section 5(j) or
by the Committee, Awards under the Plan are not transferable except by will or
by laws of descent and distribution.


 


(j)                                     Foreign
Employees and Foreign Law Considerations.  The Committee may grant Awards to Eligible
Individuals who are foreign nationals, who are located outside the United
States or who are not compensated from a payroll maintained in the United
States, or who are otherwise subject to (or could cause the Company to be
subject to) legal or regulatory provisions of countries or jurisdictions
outside the United States, on such terms and conditions different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to foster and promote achievement of the purposes of the Plan, and,
in furtherance of such purposes, the Committee may make such modifications,
amendments, procedures, or subplans as may be necessary or advisable to comply
with such legal or regulatory provisions.


 


(k)                                  Section 409A
of the Code.  It is the
intention of the Company that no Award shall be “deferred compensation” subject
to Section 409A of the Code, unless and to the extent that the Committee
specifically determines otherwise as provided in the immediately following
sentence, and the Plan and the terms and conditions of all Awards shall be
interpreted accordingly.  The terms and
conditions governing any Awards that the Committee determines will be subject
to Section 409A of the Code, including any rules for elective or
mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding
treatment of such Awards in the event of a Change in Control, shall be set
forth in the applicable Award Agreement, and shall comply in all respects with Section 409A
of the Code.  Notwithstanding any other
provision of the Plan to the contrary, with respect to any Award that
constitutes a “nonqualified deferred compensation plan” subject to Section 409A
of the Code, any payments (whether in cash, Shares or other property) to be
made with respect to the Award upon the Participant’s Termination of Employment
shall be delayed until the first day of the seventh month following the
Participant’s Termination of Employment if the Participant is a “specified
employee” within the meaning of Section 409A of the Code.


 


(l)                                     Employee
Matters Agreement. 
Notwithstanding anything in this Plan to the contrary, to the extent that
the terms of this Plan are inconsistent with the terms of an Adjusted Award,
the terms of the Adjusted Award shall be governed by the Employee Matters
Agreement, the applicable IAC Long-Term Incentive Plan and the award agreement
entered into thereunder.


 


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