Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered
into by and between Gregg Winiarski (“Executive”) and IAC/InterActiveCorp, a
Delaware corporation (the “Company”), and is effective February 26, 2010 (the
“Effective Date”).


 


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


 


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


 


1A.                             EMPLOYMENT.  During the
Term (as defined below), the Company shall employ Executive, and Executive shall
be employed, as Senior Vice President, General Counsel and Secretary; provided
that Executive’s designation as Secretary shall be effective upon his
appointment to such office by the Company’s Board of Directors.  During Executive’s employment with the Company,
Executive shall do and perform all services and acts necessary or advisable to
fulfill the duties and responsibilities as are commensurate and consistent with
Executive’s position and shall render such services on the terms set forth
herein.  During Executive’s employment
with the Company, Executive shall report directly to such officer(s) of the
Company with a title of Executive Vice President or higher as from time to time
may be designated by the Company; provided that any such Executive Vice President
reports to the Chairman and CEO or Vice Chairman of the Company (hereinafter
referred to as the “Reporting Officer”). 
Executive shall have such powers and duties with respect to the Company
as may reasonably be assigned to Executive by the Reporting Officer, to the
extent consistent with Executive’s position. 
Executive agrees to devote all of Executive’s working time, attention
and efforts to the Company and to perform the duties of Executive’s position in
accordance with the Company’s policies as in effect from time to time.


 


2A.                             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, which notice shall be irrevocable (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”.


 


Notwithstanding
anything to the contrary in this Section 2A, Executive’s employment hereunder
may be terminated in accordance with the provisions of Section 1 of the
Standard Terms and Conditions attached hereto.


 

















 


3A.                             COMPENSATION.


 


(a)                                  BASE SALARY. 
During the period that Executive is employed with the Company hereunder,
the Company shall pay Executive an annual base salary of $375,000 (the “Base
Salary”), payable in equal biweekly installments (or, if different, in
accordance with the Company’s payroll practice as in effect from time to
time).  The Base Salary may be increased
from time to time in the discretion of the Company.  For all purposes under this Agreement, the
term “Base Salary” shall refer to the Base Salary as in effect from time to
time.


 


(b)                                 DISCRETIONARY BONUS AND EQUITY AWARDS. 
During the period that Executive is employed with the Company hereunder,
Executive shall be eligible to receive discretionary annual bonuses and equity
awards.


 


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


 


(i)                                     Reimbursement for Business Expenses. 
During the period that Executive is employed with the Company hereunder,
the Company shall reimburse Executive for all reasonable, necessary and
documented expenses incurred by Executive in performing Executive’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)                                  Vacation.  During the
period that Executive is employed with the Company hereunder, Executive shall
be entitled to paid vacation each year, in accordance with the plans, policies,
programs and practices of the Company applicable to similarly situated
employees of the Company generally.


 


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 by hand delivery, or by overnight delivery by a nationally
recognized carrier, in each case to the applicable address set forth below, and
any such notice is deemed effectively given when received by the recipient (or
if receipt is refused by the recipient, when so refused):


 


	
  If to the Company:

  	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  	
  555 West 18th Street

  
	
   

  	
   

  	
  New York, New York 10011

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  At the most
  recent address of file for Executive at IAC

  



 


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


 


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5A.                             GOVERNING LAW; JURISDICTION. 
This Agreement and the legal relations thus created between the parties
hereto (including, without limitation, any dispute arising out of or related to
this Agreement) shall be governed by and construed under and in accordance with
the internal laws of the State of New York without reference to its principles
of conflicts of laws.  Any such dispute
will be heard and determined before an appropriate federal court located in the
State of New York in New York County, or, if not maintainable therein, then in
an appropriate New York state court located in New York County, and each party
hereto submits itself and its property to the non-exclusive jurisdiction of the
foregoing courts with respect to such disputes. 
The parties hereto acknowledge and agree that this Agreement was executed
and delivered in the State of New York, that the Company is headquartered in
New York City and that, in the course of performing duties hereunder for the
Company, Executive shall have multiple contacts with the business and
operations of the Company, as well as other businesses and operations in the
State of New York, and that for those and other reasons this Agreement and the
undertakings of the parties hereunder bear a reasonable relation to the State
of New York.  Each party hereto (i)
agrees that service of process may be made by mailing a copy of any relevant
document to the address of the party set forth above, (ii) waives to the
fullest extent permitted by law any objection which it may now or hereafter
have to the courts referred to above on the grounds of inconvenient forum or
otherwise as regards any dispute between the parties hereto arising out of or
related to this Agreement, (iii) waives to the fullest extent permitted by law
any objection which it may now or hereafter have to the laying of venue in the
courts referred to above as regards any dispute between the parties hereto
arising out of or related to this Agreement and (iv) agrees that a judgment or
order of any court referred to above in connection with any dispute between the
parties hereto arising out of or related to this Agreement is conclusive and
binding on it and may be enforced against it in the courts of any other
jurisdiction.


 


6A.                             COUNTERPARTS. 
This Agreement may be executed in several counterparts, 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. 
Executive 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.


 


(a)                                  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”).  It is intended that any amounts payable under
this Agreement and the Company’s and Executive’s exercise of authority or
discretion hereunder shall comply with and avoid the imputation of any tax, penalty
or interest under Section 409A of the Code. 
This Agreement shall be construed and interpreted consistent with that
intent.


 


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(b)                                 To the extent that any reimbursement
pursuant to this Agreement is taxable to Executive, Executive shall provide the
Company with documentation of the related expenses promptly so as to facilitate
the timing of the reimbursement payment contemplated by this Section 8(b), and
any reimbursement payment due to Executive pursuant to such provision shall be
paid to Executive on or before the last day of Executive’s taxable year
following the taxable year in which the related expense was incurred.  Such reimbursement obligations pursuant to
this Agreement are not subject to liquidation or exchange for another benefit
and the amount of such benefits that Executive receives in one taxable year
shall not affect the amount of such benefits that Executive receives in any
other taxable year.


 


[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 Executive has executed and delivered this Agreement on
February 26, 2010.


 


 


	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Victor Kaufman

  
	
   

  	
  By:

  	
  Victor Kaufman

  
	
   

  	
  Title:

  	
  Vice Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gregg Winiarski

  
	
   

  	
  Gregg Winiarski

  



 














 


STANDARD TERMS AND CONDITIONS


 


1.                                       TERMINATION
OF EXECUTIVE’S EMPLOYMENT.


 


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


 


(b)                                 DISABILITY.  If, as a result of Executive’s incapacity due
to physical or mental illness (“Disability”), Executive shall have been absent
from the full-time performance of Executive’s duties with the Company for a
period of four (4) consecutive months and, within thirty (30) days after written
notice is provided to Executive by the Company (in accordance with Section 4A
hereof), Executive shall not have returned to the full-time performance of
Executive’s duties, Executive’s employment under this Agreement may be
terminated by the Company for Disability. 
During any period prior to such termination during which Executive is
absent from the full-time performance of Executive’s duties with the Company
due to Disability, the Company shall continue to pay Executive’s Base Salary at
the rate in effect at the commencement of such period of Disability, offset by
any amounts payable to Executive under any disability insurance plan or policy
provided by the Company.  Upon
termination of Executive’s employment due to Disability, the Company shall pay
Executive within thirty (30) days of such termination (i) Executive’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 Executive under any disability
insurance plan or policy provided by the Company; and (ii) any other Accrued
Obligations (as defined in Section 1(f) below).


 


(c)                                  TERMINATION FOR
CAUSE OR RESIGNATION WITHOUT GOOD REASON. 
Executive may voluntarily terminate his employment hereunder other than
for Good Reason (as defined below) at any time prior to the expiration of the
Term.  Upon the termination of Executive’s
employment by the Company for Cause (as defined below), or by Executive other
than for Good Reason, the Company shall have no further obligation hereunder,
except for the payment of any Accrued Obligations (as defined in Section 1(f) below).  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 Executive; provided,
however, that after indictment, the Company may suspend Executive from
the rendition of services, but without limiting or modifying in any other way
the Company’s obligations under this Agreement; provided, further,
that Executive’s employment shall be immediately reinstated if the indictment
is dismissed or otherwise dropped and there is not otherwise grounds to
terminate Executive’s employment for Cause; (ii) a material breach by Executive
of a fiduciary duty owed to the Company; (iii) a material breach by Executive
of any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s
continued willful or gross neglect of the material duties required by this
Agreement; or (v) a material violation by Executive of any Company policy
pertaining to ethics, wrongdoing or conflicts of interest, which policy had
been disseminated to Executive or otherwise made generally available prior to
such violation; provided, that in the case of conduct described in 


 

















 


clauses (iii), (iv) or (v) above which is
capable of being cured, Executive shall have a period of ten (10) days after
Executive is provided with written notice in which to cure, which notice
specifically identifies the breach, the nature of the willful or gross neglect,
or the violation that the Company believe constitutes Cause.


 


(d)                                 TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
FOR GOOD REASON.  If Executive’s
employment hereunder is terminated prior to the expiration of the Term by the
Company for any reason other than Executive’s death or Disability or for Cause,
or if Executive terminates his employment hereunder prior to the expiration of
the Term for Good Reason, then


 


(i)                                     the
Company shall pay to Executive an amount equal to the Base Salary that would be
paid for twelve (12) months from the date of such termination (the “Severance
Period”);


 


(ii)                                  the
Company shall pay Executive within thirty (30) days of the date of such
termination in a lump sum in cash any Accrued Obligations (as defined in Section
1(f) below);


 


(iii)                               any
compensation awards of Executive based on, or in the form of, Company equity
(e.g. restricted stock, restricted stock units, stock options or similar
instruments) that are outstanding and unvested at the time of such termination
but which would, but for a termination of employment, have vested during the
Severance Period shall vest as of the date of such termination of employment; provided
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 end of the Severance Period than if it
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


 


(iv)                              any
then vested options of Executive (including options vesting as a result of (iii)
above) to purchase Company equity, shall remain exercisable through the date
that is eighteen months following the date of such termination or, if earlier,
through the scheduled expiration date of such options.


 


The payment to Executive of the severance
benefits described in Section 1(d)(i) shall be subject to Executive’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, such general release to be executed and
promptly delivered to the Company (and in no event later than 21 days following
Executive’s termination of employment, 


 


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or such longer period as may be required by
applicable law) and Executive’s compliance with the restrictive covenants set
forth in Section 2 hereof.  Any severance
benefits due to Executive pursuant to Section 1(d)(i) shall be paid in equal
biweekly installments (or, if different, in accordance with the Company’s
payroll practice as in effect from time to time) over the course of a period of
twelve (12) months beginning in the second month following the month in which
Employee’s Separation from Service (as such term is defined below) took place.


 


For purposes of this Agreement, “Good Reason”
shall mean the occurrence of any of the following without Executive’s prior
written consent:  (A) the material diminution in Executive’s Base Salary, (B)
a material adverse change in reporting structure such that Executive is no
longer reporting to the Reporting Officer, (C) a material adverse change in
Executive’s title, duties or level of responsibilities as compared to those
existing as of the Effective Date, excluding for this purpose any such change
that is an isolated and inadvertent action not taken in bad faith but including
any circumstance under which the Company is no longer publicly traded and is
controlled by another company, or (D) the material relocation of
Executive’s principal place of employment from the location in effect as of the
Effective Date (e.g., outside of the greater New
York City metropolitan area); provided,
that in no event shall Executive’s resignation be for “Good Reason” unless
(x) an event or circumstance set forth in clauses (A), (B), (C) or (D) shall
have occurred and Executive provides the Company with written notice thereof
within thirty (30) days after Executive has initial knowledge of the occurrence
or existence of such event or circumstance, which notice specifically
identifies the event or circumstance that Executive believes constitutes Good
Reason, (y) the Company fails to correct the circumstance or event 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.


 


(e)                                  OFFSET.  If Executive obtains other employment during
the period of time in which the Company is required to make payments to
Executive pursuant to Section 1(d)(i) above, the amount of any such remaining
payments to be provided to Executive shall be reduced by the amount of
compensation earned by Executive from such other employment through the end of
such period (provided that for purposes of calculating which portion of the
payments made under Section 1(d)(i) are subject to reduction, any delay in the
Company making payments by virtue of Sections 1(d) or 6 shall not be taken into
account).  For purposes of this Section 1(e),
Executive shall have an obligation to inform the Company regarding Executive’s
employment status following termination and during the period of time in which
the Company is making payments to Executive under Section 1(d)(i) above.


 


(f)                                    ACCRUED
OBLIGATIONS.  As used in this
Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of
Executive’s accrued but unpaid Base Salary through the date of death or
termination of employment for any reason, as the case may be; (ii) any
compensation previously earned but deferred by Executive (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) any reimbursements that
Executive is entitled to receive under Section 3A(c)(i) of the Agreement.


 


(g)                                 NOTICE OF
NON-RENEWAL.  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 


 


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same rights and obligations hereunder as they
would if the Company had terminated Executive’s employment hereunder prior to
the end of the Term for any reason other than Executive’s death, Disability or
Cause.


 


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


 


(a)                                  CONFIDENTIALITY.  Executive acknowledges that, while employed
by the Company, Executive will occupy a position of trust and confidence.  The Company, its subsidiaries and/or
affiliates shall provide Executive with “Confidential Information” as referred
to below.  Executive shall not, except as
may be required to perform Executive’s duties hereunder or as required by
applicable law, without limitation in time, communicate, divulge, disseminate,
disclose to others or otherwise use, whether directly or indirectly, any
Confidential Information regarding the Company and/or any of its subsidiaries
and/or affiliates.


 


“Confidential Information” shall mean information about the Company or
any of its subsidiaries or affiliates, and their respective businesses,
employees, consultants, contractors, clients and customers that is not
disclosed by the Company or any of its subsidiaries or affiliates for financial
reporting purposes or otherwise generally made available to the public (other
than by Executive’s breach of the terms hereof) and that was learned or
developed by Executive 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.  Executive 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.  Executive agrees to deliver or return to the
Company, at the Company’s request at any time or upon termination or expiration
of Executive’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 Executive in the course of Executive’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.  In consideration of this Agreement, and for
other good and valuable consideration provided hereunder, the receipt and
sufficiency of which are hereby acknowledged by Executive, Executive hereby
agrees and covenants that, during Executive’s employment with the Company and
for a period of (12) twelve months thereafter, Executive shall not, without the
prior written consent of the Company, directly or indirectly, engage in or
become associated with a Competitive Activity. 
For purposes of this Section 2(b), (i) a “Competitive Activity” means
any business or other endeavor involving products or services that are the same
or similar to products or services (the “Company Products or Services”) that
any business of the Company is engaged in providing as of the date hereof or at
any time during the Term, provided such business or endeavor is in the United
States, or in any foreign jurisdiction in which the Company provides, or has
provided during the Term, the relevant 


 


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Company
Products or Services, and (ii) Executive shall be considered to have become “associated
with a Competitive Activity” if Executive becomes directly or indirectly
involved as an owner, principal, employee, officer, director, independent
contractor, representative, stockholder, financial backer, agent, partner,
member, advisor, lender, consultant or in any other individual or
representative capacity with any individual, partnership, corporation or other
organization that is engaged in a Competitive Activity.  Notwithstanding anything else in this Section
2(b), (i) Executive may become employed by a partnership, corporation or other
organization that is engaged in a Competitive Activity so long as Executive has
no direct or indirect responsibilities or involvement in the Competitive
Activity, (ii) Executive may own, for investment purposes only, up to five
percent (5%) of the outstanding capital stock of any publicly-traded
corporation engaged in a Competitive Activity if the stock of such corporation
is either listed on a national stock exchange or on the NASDAQ National Market
System and if Executive is not otherwise affiliated with such corporation, (iii)
if Executive’s employment hereunder is terminated by the Company for any reason
other than Executive’s death, Disability or Cause, or by Executive for Good Reason,
then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive
shall only be subject to the restrictions contained in this Section 2(b) to the
extent the activity that would otherwise be prohibited by this section poses a
reasonable competitive threat to the Company, which determination shall be made
by the Company in good faith.


 


(c)                                  NON-SOLICITATION
OF EMPLOYEES.  Executive recognizes
that he will possess Confidential Information about other employees,
consultants and contractors of the Company and its subsidiaries or affiliates
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.  Executive recognizes that the information he
will possess about these other employees, consultants and contractors 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 Executive because of Executive’s
business position with the Company. 
Executive agrees that, during Executive’s employment hereunder and for a
period of eighteen (18) months thereafter, Executive will not, directly or
indirectly, hire or solicit or recruit any employee of (i) the Company and/or (ii)
its subsidiaries and/or affiliates with whom Executive has had direct contact
during his employment hereunder, in each case, for the purpose of being
employed by Executive or by any business, individual, partnership, firm,
corporation or other entity on whose behalf Executive is acting as an agent,
representative or employee and that Executive will not convey any such
Confidential Information or trade secrets about employees of the Company or any
of its subsidiaries or affiliates to any other person except within the scope
of Executive’s duties hereunder. 
Notwithstanding the foregoing, Executive is not precluded from
soliciting any individual who (i) responds to any public advertisement or
general solicitation or (ii) has resigned or been terminated by the Company
prior to the solicitation.


 


(d)                                 NON-SOLICITATION OF
BUSINESS PARTNERS.  During Executive’s
employment hereunder, and for a period of eighteen (18) months thereafter,
Executive shall not, without the prior written consent of the Company, persuade
or encourage any business partners or business affiliates of (i) the Company
and/or (ii) any of its subsidiaries and/or affiliates with whom Executive has
direct contact during his employment hereunder, in each case, to cease 


 


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doing business with the Company and/or any of
its subsidiaries and/or affiliates or to engage in any business competitive with
the Company and/or its subsidiaries and/or affiliates.


 


(e)                                  PROPRIETARY
RIGHTS; ASSIGNMENT.  All Employee
Developments (defined below) shall be considered works made for hire by
Executive for the Company or, as applicable, its subsidiaries or affiliates,
and Executive agrees that all rights of any kind in any Employee Developments
belong exclusively to the Company.  In
order to permit the Company to exploit such Employee Developments, Executive
shall promptly and fully report all such Employee Developments to the
Company.  Except in furtherance of his
obligations as an employee of the Company, Executive shall not use or reproduce
any portion of any record associated with any Employee Development without
prior written consent of the Company or, as applicable, its subsidiaries or
affiliates.  Executive agrees that in the
event actions of Executive are required to ensure that such rights belong to
the Company under applicable laws, Executive will cooperate and take whatever
such actions are reasonably requested by the Company, whether during or after
the Term, and without the need for separate or additional compensation.  “Employee Developments” means any idea,
know-how, discovery, invention, design, method, technique, improvement,
enhancement, development, computer program, machine, algorithm or other work of
authorship, whether developed, conceived or reduced to practice during or
following the period of employment, that (i) concerns or relates to the actual
or anticipated business, research or development activities, or operations of
the Company or any of its subsidiaries or affiliates, or (ii) results from or
is suggested by any undertaking assigned to Executive or work performed by
Executive for or on behalf of the Company or any of its subsidiaries or affiliates,
whether created alone or with others, during or after working hours, or (iii) uses,
incorporates or is based on Company equipment, supplies, facilities, trade
secrets or inventions of any form or type. 
All Confidential Information and all Employee Developments are and shall
remain the sole property of the Company or any of its subsidiaries or
affiliates.  Executive shall acquire no
proprietary interest in any Confidential Information or Employee Developments developed
or acquired during the Term.  To the
extent Executive may, by operation of law or otherwise, acquire any right,
title or interest in or to any Confidential Information or Employee
Development, Executive hereby assigns and covenants to assign to the Company
all such proprietary rights without the need for a separate writing or
additional compensation.  Executive
shall, both during and after the Term, upon the Company’s request, promptly
execute, acknowledge, and deliver to the Company all such assignments,
confirmations of assignment, 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.


 


(f)                                    COMPLIANCE WITH
POLICIES AND PROCEDURES.  During the
period that Executive is employed with the Company hereunder, Executive shall
adhere to the policies and standards of professionalism set forth in the
Company’s Policies and Procedures as they may exist from time to time.


 


(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 Executive’s employment with the Company
and, as applicable, shall be fully enforceable thereafter in 


 


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accordance with the terms of this
Agreement.  If it is determined by a
court of competent jurisdiction that any restriction in this Section 2 is
excessive in duration or scope or is unreasonable or unenforceable under
applicable law, 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 applicable law.


 


3.                                       TERMINATION
OF PRIOR AGREEMENTS.  Except for any
agreements between Executive and the Company relating to currently outstanding
equity awards as of the date of this Agreement (which remain outstanding), this
Agreement constitutes the entire agreement between the parties and, as of the
Effective Date, terminates and supersedes any and all prior agreements and
understandings (whether written or oral) between the parties with respect to
the subject matter of this Agreement. 
Executive acknowledges and agrees that neither the Company nor anyone
acting on its behalf has made, and is not making, and in executing this
Agreement, Executive 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 the Company may assign this Agreement to,
or allow any of its obligations to be fulfilled by, or take actions through,
any affiliate of the Company (which affiliate clearly has sufficient assets to
satisfy the Company’s obligations under this Agreement) and, in the event of
the merger, consolidation, transfer, or sale of all or substantially all of the
assets of the Company (a “Transaction”) 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 in the event of any such assignment or Transaction, all
references herein to the “Company” shall refer to the Company’s assignee or
successor hereunder.


 


5.                                       WITHHOLDING.  The Company shall make such deductions and
withhold such amounts from each payment and benefit made or provided to
Executive hereunder, as may be required from time to time by applicable law,
governmental regulation or order.


 


6.                                       SECTION 409A.


 


(a)                                  For purposes of this
Agreement, a “Separation from Service” occurs when Executive dies, retires or
otherwise has a termination of employment with the Company that constitutes a “separation
from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1),
without regard to the optional alternative definitions available thereunder.


 


(b)                                 If Executive is a “specified
employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of
the date of Executive’s Separation from Service, Executive shall not be
entitled to any payment or benefit pursuant to clause (i) of Section 1(d) until
the earlier of (i) the date which is six (6) months after his Separation from
Service for any reason other than death, or (ii) the date of Executive’s
death.  The provisions of this Section 6(b)
shall only apply if, and to the extent, required to avoid the imputation of any
tax, penalty or interest pursuant to Section 


 


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409A. 
Any amounts otherwise payable to Executive upon or in the six (6) month
period following Executive’s Separation from Service that are not so paid by
reason of this Section 6(b) shall be paid (without interest) as soon as
practicable (and in all events within thirty (30) days) after the date that is
six (6) months after Executive’s Separation from Service (or, if earlier, as
soon as practicable, and in all events within thirty (30) days, after the date
of Executive’s death).


 


(c)                                  It is intended that
any amounts payable under this Agreement and the Company’s and Executive’s
exercise of authority or discretion hereunder shall comply with and avoid the
imputation of any tax, penalty or interest under Section 409A of the Code.  This Agreement shall be construed and
interpreted consistent with that intent.


 


7.                                       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.


 


8.                                       REMEDIES FOR
BREACH.  Executive expressly agrees
and understands that Executive will notify the Company in writing of any
alleged breach of this Agreement by the Company, and the Company will have
thirty (30) days from receipt of Executive’s notice to cure any such
breach.  Executive expressly agrees and
understands that in the event of any termination of Executive’s employment by
the Company during the Term, the Company’s contractual obligations to Executive
shall be fulfilled through compliance with its obligations under Section 1 of
the Standard Terms and Conditions.


 


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


 


9.                                       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 any
respect except by a writing executed by each party hereto.


 


10.                                 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 


 


8

















 


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.


 


11.                                 INDEMNIFICATION.  The Company shall indemnify and hold
Executive harmless for acts and omissions in Executive’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 Executive
for any losses incurred by Executive as a result of acts described in Section 1(c)
of this Agreement.


 


[The Signature Page Follows]


 


9

















 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  Date:   February 26, 2010

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IAC/InterActiveCorp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Victor Kaufman

  
	
   

  	
  By:

  	
  Victor Kaufman

  
	
   

  	
  Title: 

  	
  Vice Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gregg Winiarski

  
	
   

  	
  Gregg
  Winiarski