Exhibit 10.1


 


AMENDED AND RESTATED
AGREEMENT


 


THIS
AMENDED AND RESTATED AGREEMENT (this “Agreement”), dated as of  February 26, 2010 (the “Effective Date”),
is entered into by and between IAC/InterActiveCorp (“IAC”) and Victor
Kaufman (the “Executive”).


 


WITNESSETH:


 


WHEREAS,
the Executive has invaluable knowledge and expertise regarding the operations
of IAC and its subsidiaries and affiliates (the “IAC Group”);


 


WHEREAS,
due to the Executive’s knowledge and expertise, IAC wishes to have the
cooperation of, and access to, the Executive;


 


WHEREAS,
IAC and the Executive have mutually agreed that the Executive shall serve IAC
on the terms and subject to the conditions hereinafter specified; and


 


WHEREAS,
IAC and the Executive are parties to that certain Agreement, dated as of February
5, 2004 (as amended by Amendment No. 1 thereto, with an effective date as of August
9, 2005, the “Existing Agreement”), and it is the intention of the
parties to further amend and restate the terms of the Existing Agreement as set
forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, IAC and the Executive hereby agree as follows:


 


1.                                       Term.  This
Agreement shall commence on the Effective Date and shall continue for a period
of one (1) year.  This Agreement shall
automatically be renewed for successive one-year periods in perpetuity unless
one party hereto provides written notice to the other, at least ninety (90)
days prior to the end of the then current one-year employment period, that it
elects not to extend this Agreement (any such notice, a “Non-Renewal Notice”).  The period beginning on the date hereof and
ending on the first anniversary hereof or, if the Agreement is renewed pursuant
to the prior sentence, the last day of the last one-year renewal period, shall
be referred to hereinafter as the “Term”.


 


2.                                       Duties.  During the
Term, the Executive shall render the services described herein to IAC, on the
terms and conditions set forth in this Agreement.  The Executive’s duties shall consist of
high-level activities consistent with past practice primarily involving major
transactions and oversight of IAC Group Legal, Financial and Mergers &
Acquisitions, participation in Office of the Chairman meetings (in person or
otherwise) and providing advice to the Chairman and Chief Executive
Officer.  Executive shall continue to
serve as Vice-Chairman of IAC during the Term. 
During the Term, Executive shall devote such time, attention and efforts
as shall be necessary to fulfill his duties and responsibilities hereunder (as
reasonably requested or determined by the Chairman of IAC).  IAC acknowledges that Executive also serves
(and currently intends to continue to serve) as Vice Chairman of Expedia, Inc.
(“Expedia”) and Ticketmaster Entertainment Inc. (and any successor
thereto, “Ticketmaster”). 
Executive agrees that the Executive’s duties to the IAC Group shall be
the Executive’s first priority among his business activities.  Neither any of the activities undertaken by
Executive of behalf of Expedia


 

















 


nor Ticketmaster,
as and if applicable, shall be deemed competitive with the IAC Group.  In all cases, the remainder of the Executive’s
business time shall be devoted to other personal activities and interests that
are not competitive with the IAC Group. 
During the Term, the Executive’s services shall be performed in person
at IAC’s offices only as necessary or preferable (it being understood that the
Executive shall be permitted to spend at least 50% of his time during the Term
in the Los Angeles metropolitan area).


 


3.                                       [Intentionally Omitted.]


 


4.                                       Base Salary and Annual Bonus. 
During the Term, Executive shall be eligible to receive annual base
salary, annual bonuses, equity awards and other employee benefits to be reasonably
determined by the Compensation and Human Resources Committee of the IAC Board
of Directors following consultation with the Chairman.


 


5.                                       Equity Compensation. 
In consideration for agreeing to provide the services during the Term,
each of the Executive’s options to purchase shares of IAC common stock (“IAC
Options”), IAC restricted stock unit awards (“IAC RSUs”) and any
other equity awards based on IAC common stock that are unvested as of the
Effective Date or that are granted following the Effective Date shall continue
to vest during the Term.  In the event
that the Executive resigns prior to the expiration of the Term due to a
material breach of this Agreement by IAC (or any successor to IAC) that is not
cured by IAC (or its successor) promptly after notice from the Executive (“good
reason”) or Executive is terminated by IAC without cause prior to the
expiration of the Term, then:


 


(i)                                     any IAC Options, IAC RSUs and any other
compensation awards of Executive based on, or in the form of, IAC common stock
equity that are outstanding and unvested at the time of such termination but
which would, but for a termination of employment, have vested during the one
year period following such termination of employment (the “Severance Period”)
shall vest as of the date of such termination of employment; provided, however,
that any outstanding award with a vesting schedule that would, but for a
termination of employment, have resulted in a smaller percentage (or none) of
the award being vested through the Severance Period than if it had vested
annually pro rata over its vesting period shall, for purposes of this
provision, be treated as though it vested annually pro rata over its vesting
period (e.g., if 100 RSUs were granted 2.7 years
prior to the date of termination and vested pro rata on the first five
anniversaries of the grant date and 100 RSUs were granted 1.7 years prior to
the date of termination and vested on the fifth anniversary of the grant date,
then on the date of termination, 20 RSUs from the first award and 40 RSUs from
the second award would vest); and, provided  further, that any
amounts that would vest under this provision but for the fact that outstanding
performance conditions have not been satisfied shall vest only if, and at such
point as, such performance conditions are satisfied; and


 


(ii)                                  any then-vested IAC Options of Executive
(including IAC Options vesting as a result of (i) above) shall remain
exercisable through the date that is eighteen (18) months following the date of
such termination or, if earlier, through the scheduled 


 


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expiration
date of such IAC Options.


 


All
agreements evidencing IAC Options, IAC RSUs and any other equity awards based
on IAC common stock granted to Executive and covered by this Section 4 are
hereby amended to the extent necessary to effectuate the provisions of this Section
4.  In all other respects, the IAC
Options, IAC RSUs and any other equity awards based on IAC common stock granted
to Executive covered in this Section 4 shall continue to be governed in
accordance with their terms. For purposes of this Agreement, “cause” shall have
the meaning set forth in the applicable IAC stock and incentive plan pursuant
to which the IAC Options were granted.


 


In no event shall Executive’s resignation be for “good
reason” unless (x) Executive provides the Company with written notice of
its material breach of this Agreement thereof within thirty (30) days after
Executive has knowledge of the occurrence or existence of the events or
circumstances constituting such material breach, which notice shall
specifically identify the events or circumstances that Executive believes
constitutes Good Reason, (y) the Company fails to correct the events or
circumstances so identified within thirty (30) days after the receipt of such
notice and (z) Executive resigns within ninety (90) days after the date of
delivery of the notice referred to in clause (x) above.


 


6.                                       Breach of Agreement by Executive and
Notice of Non-Renewal.  In the event that the Company
determines that Executive is in breach of the Agreement, he shall be provided
notice and a reasonable opportunity to cure. If the Company delivers a
Non-Renewal Notice to Executive then, provided Executive’s employment hereunder
continues through the expiration date then in effect, effective as of such
expiration date the Company and Executive shall have the same rights and
obligations hereunder as they would if the Company had terminated Executive’s
employment hereunder prior to the end of the Term without cause.


 


7.                                       Miscellaneous.


 


(a)                                  Successors and Assigns. 
This Agreement will be binding upon, inure to the benefit of and be
enforceable by, as applicable, IAC and the Executive and their respective
personal or legal representatives, executors, administrators, successors,
assigns, heirs, distributees and legatees. 
This Agreement is personal in nature and the Executive shall not,
without the written consent of IAC, assign, transfer or delegate this Agreement
or any rights or obligations hereunder.


 


(b)                                 Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware without
giving effect to such state’s laws and principles regarding the conflict of
laws.


 


(c)                                  Amendment.  No provision
of this Agreement may be amended, modified, waived or discharged unless such
amendment, waiver, modification or discharge is agreed to in writing and such
writing is signed by the Executive and IAC.


 


(d)                                 Notice.  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 


 


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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 IAC:

  	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  	
  555 West 18th Street

  
	
   

  	
   

  	
  New York, NY
  10011

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  Wachtell,
  Lipton, Rosen & Katz

  
	
   

  	
   

  	
  51 West 52nd Street

  
	
   

  	
   

  	
  New York, New York,
  10019

  
	
   

  	
   

  	
  Attention: Pamela
  Seymon, Esq.

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  At the most recent address on record for Executive
  at the Company.

  



 


Either party may change such
party’s address for notices by notice duly given pursuant hereto.


 


(e)                                  Headings. The headings of this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.


 


(f)                                    Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.


 


(g)                                 Entire Agreement. 
This Agreement together with the IAC Option agreements dated December 18,
2000, April 25, 2001, December 16, 2001, January 31, 2008 and December 17, 2008
and the IAC RSU agreements dated February 6, 2006, February 17, 2007 and January
31, 2008, each as amended hereby, set forth the entire agreement of the parties
hereto in respect to the subject matter contained herein and supersedes any
prior agreements, promises, covenants, arrangements, and communications.


 


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the date first above written.


 


	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Winiarski

  
	
   

  	
   

  	
  Name: Gregg Winiarski

  
	
   

  	
   

  	
  Title: SVP &
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Victor Kaufman

  
	
   

  	
   

  	
  Victor Kaufman

  



 


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