Exhibit 10.14


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Gregory R.
Blatt (“Executive”) and InterActiveCorp, a Delaware corporation (the
“Company”), and is effective November 5, 2003 (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.  The Company agrees to employ Executive as
Senior Vice President, General Counsel and Secretary and Executive accepts and
agrees to such employment.  During
Executive’s employment with the Company, Executive shall 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 the Vice Chairman of the Company or such person(s) who report
directly to the Chairman or Chief Executive Officer of the Company and have a
title higher than Senior Vice President, as from time to time may be designated
by 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 and
status.  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. 
Executive’s principal place of employment shall be the Company’s offices
located in New York, New York.


 


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


 


3A.          COMPENSATION.


 


                (a)           BASE SALARY.  During the Term, the Company shall pay
Executive an annual base salary of $400,000 (the “Base Salary”), payable in
equal biweekly installments or in accordance with the Company’s payroll
practice as in effect from time to time. 
For all purposes under this Agreement, the term “Base Salary” shall
refer to Base Salary as in effect from time to time.


 

















 


(b)             DISCRETIONARY
BONUS.  During the Term, Executive
shall be eligible to receive discretionary annual bonuses, provided that
promptly following the Effective Date, the Company shall provide Executive with
a bonus amount equal to $100,000, which amount shall reduce on a dollar for
dollar basis Executive’s bonus for calendar year 2003.


 


(c)             RESTRICTED
STOCK UNITS.  In consideration of
Executive’s entering into this Agreement and as an inducement to join the
Company, Executive shall be granted restricted stock units representing 35,000
shares of Common Stock of the Company (the “Restricted Stock Units”) pursuant
to the Company’s Amended and Restated 2000 Stock and Annual Incentive Plan (the
“Plan”) and a restricted stock unit agreement (the “Restricted Stock Unit
Agreement”), subject to the approval by the Compensation Committee of the Board
of Directors of the Company.  The
Restricted Stock Units are subject to such performance conditions that the
Compensation Committee has determined are advisable and appropriate to meet the
conditions of Section 162(m) of the Internal Revenue Code of 1986, as
amended.  The Restricted Stock Units
shall vest and no longer be subject to any restriction in four equal
installments on each of the second, third, fourth and fifth anniversaries of
the Effective Date (the “Restriction Period”), subject to Executive’s continued
employment with the Company and the satisfaction of the performance conditions
for the Restricted Stock Units, provided that the Restricted Stock Units
shall (i) fully vest and no longer be subject to any restrictions in the event
of a Change in Control (as defined in the Plan), and (ii) in the event that
Executive incurs a termination of employment (other than by reason of
Executive’s death or Disability) by the Company without Cause (as defined in
Section 1(c) of the Standard Terms and Conditions) or by Executive for Good Reason
(as defined in Section 1(d) of the Standard Terms and Conditions), the
Restricted Stock Units will vest and no longer be subject to any restriction in
accordance with the schedule set forth on Exhibit A.  The terms of this Section 3A(c) shall be
further supplemented by the terms of the Restricted Stock Unit Agreement.


 


(d)           BENEFITS.  From the Effective Date through the date of termination of
Executive’s employment with the Company for any reason, Executive shall be
eligible to participate in any welfare, health and life insurance, pension
benefit and incentive programs as may be adopted from time to time by the
Company on the same basis as provided to similarly situated executives of the
Company generally.  Without limiting the
generality of the foregoing, Executive shall be eligible for the following
benefits:


 


(i)            Reimbursement
for Business Expenses.  During the
Term, the Company shall reimburse Executive for all reasonable and necessary
expenses incurred by Executive in performing Executive’s duties for the
Company, on the same basis as similarly situated executives generally and in
accordance with the Company’s policies as in effect from time to time.


 


(ii)           Vacation.  During the Term, Executive shall be entitled
to paid vacation per year, in accordance with the plans, policies, programs and
practices of the Company applicable to similarly situated executives of the
Company generally.


 


 


2

















 


4A.          NOTICES.  All notices and other communications under
this Agreement shall be in writing and shall be given by first-class mail,
certified or registered with return receipt requested or hand delivery
acknowledged in writing by the recipient personally, and shall be deemed to
have been duly given three days after mailing or immediately upon duly
acknowledged hand delivery to the respective persons named below:


 


	
  If to the
  Company:

  	
   

  	
  InterActiveCorp

  
	
   

  	
   

  	
  152 West 57th
  Street

  
	
   

  	
   

  	
  New York,
  NY  10019

  
	
   

  	
   

  	
  Attention:  Vice Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  Wachtell,
  Lipton, Rosen & Katz

  
	
   

  	
   

  	
  51 West 52nd
  Street

  
	
   

  	
   

  	
  New York,
  New York, 10019

  
	
   

  	
   

  	
  Attention:  Michael S. Katzke, 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.


 


5A.          GOVERNING LAW;
JURISDICTION.  This Agreement and
the legal relations thus created between the parties hereto shall be governed
by and construed under and in accordance with the laws of the State of New York
without reference to the principles of conflicts of laws.  Any and all disputes between the parties
which may arise pursuant to this Agreement will be heard and determined solely
before an appropriate federal court in New York, or, if not maintainable
therein, then in an appropriate New York state court.  The parties acknowledge that such courts have jurisdiction to
interpret and enforce the provisions of this Agreement, and the parties consent
to, and waive any and all objections that they may have as to, personal
jurisdiction and/or venue in such courts.


 


6A.          COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.  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.


 


3

















 


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.


 


	
   

  	
  INTERACTIVECORP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Representative

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   GREGORY
  R. BLATT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gregory
  R. Blatt

  	
   

  



 


4

















 


STANDARD TERMS AND CONDITIONS


 


1.             TERMINATION OF EXECUTIVE’S EMPLOYMENT.


 


(a)           DEATH.  Upon termination of Executive’s employment prior to the
expiration of the Term by reason of Executive’s death, the Company shall pay Executive’s
designated beneficiary or beneficiaries, within 30 days of Executive’s death in
a lump sum in cash, (i) Executive’s Base Salary from the date of Executive’s
death through the end of the month in which Executive’s death occurs and (ii)
any 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 consecutive months and, within 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 Executive’s absence, 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 30 days of such termination (i) Executive’s Base Salary from the date of
Executive’s termination of employment for Disability 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 with respect to such month; and (ii) any Accrued Obligations (as
defined in Section 1(f) below).


 


(c)           TERMINATION FOR CAUSE/RESIGNATION WITHOUT
GOOD REASON.  The Company may
terminate Executive’s employment under this Agreement with or without Cause at
any time and Executive may resign under this Agreement with or without Good
Reason at any time.   As used herein,
“Cause” shall mean:   (i) the plea of
guilty or nolo  contendere to, or conviction for, 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; (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) the willful or gross neglect by
Executive of the material duties required by this Agreement; or (v) a knowing
and material violation of any Company policy pertaining to ethics, wrongdoing
or conflicts of interest.  Upon
Executive’s (A) termination of employment by the Company for Cause prior to the
expiration of the Term or (B) resignation without Good Reason prior to the
expiration of the Term, this Agreement shall terminate without further
obligation by the Company, except for the payment of any Accrued Obligations
(as defined in Section 1(f) below).


 

















 


(d)           TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON.  Upon termination of Executive’s employment
prior to expiration of the Term (i) by the Company without Cause (other than
for death or Disability) or (ii) by Executive for Good Reason (as defined
below), then (a) the Company shall continue to pay Executive the Base Salary
through the end of the Term over the course of the then remaining Term, (b) the
Company shall pay Executive within 30 days of the date of such termination in a
lump sum in cash any Accrued Obligations (as defined in Section 1(f) below) and
(c) the Restricted Stock Units shall vest and no longer be subject to restriction
as provided in Section 3A(c) hereof. 
The payment to Executive of the severance benefits described in this
Section 1(d) 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 and Executive’s compliance with the restrictive covenants set forth
in Section 2 (other than any non-compliance that is immaterial, does not result
in harm to the Company or its affiliates, and, if curable, is cured by
Executive promptly after receipt of notice thereof given by the Company).  Executive acknowledges and agrees that the
Company’s payment of severance benefits described in this Section 1(d) constitutes
good and valuable consideration for such release.  As used herein, “Good Reason” shall mean the occurrence of any of
the following without Executive’s prior consent:  (A) the Company’s material breach of any material provision of
this Agreement, (B) the material reduction in Executive’s title, duties,
reporting responsibilities or level of responsibilities as General Counsel of
the Company, excluding for this purpose any such reduction that is an isolated
and inadvertent action not taken in bad faith or that is authorized pursuant to
this Agreement, (C) the reduction in Executive’s Base Salary, (D) the
relocation of Executive’s principal place of employment outside the New York
metropolitan area or (E) the failure to grant the Restricted Stock Units, provided
that in no event shall Executive’s resignation be for “Good Reason” unless (x)
an event or circumstance set forth in clauses (A) through (E) shall have
occurred and Executive provides the Company with written notice thereof within
a reasonable period of time after the Executive has 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 30 days after the receipt of such notice, and (z) the
Executive resigns within 90 days after the date of delivery of the notice
referred to in clause (x) above.


 


(e)           MITIGATION; OFFSET.  If Executive obtains other employment during
the Term, any payments to be made to Executive under Section 1(d) hereof
after the date such employment is secured shall be offset by the amount of
compensation earned by Executive from such employment through the end of the Term.  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 encompassing the Term, but
shall have no affirmative duty to seek alternate employment.


 


(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


 


2

















 


thereon) that has not yet been
paid; (iii) other than in the event of Executive’s resignation without Good
Reason or termination by the Company for Cause (except as required by
applicable law), any portion of Executive’s accrued but unpaid vacation pay
through the date of death or termination of employment; and (iv) any vested
benefits or amounts that Executive is otherwise entitled to receive under any
plan, policy, practice or program of or any other contract or agreement with
the Company or its affiliates in accordance with the terms thereof.


 


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.  Executive shall not, except as is
appropriate to perform Executive’s duties hereunder or as required by
applicable law, disclose to others, use, copy, transmit, reproduce, summarize,
quote or make commercial, whether directly or indirectly, any Confidential
Information.  Executive will also take
reasonable steps to safeguard such Confidential Information and prevent its
loss, theft, or inadvertent disclosure to third persons.  This Section 2 shall apply to Confidential
Information acquired by Executive whether prior or subsequent to the execution
of this Agreement.  “Confidential
Information” shall mean information about the Company or any of its
subsidiaries or affiliates, and their respective clients and customers,
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, provided that Confidential Information shall
not mean any such information that is previously disclosed to, or in possession
of, the public other than by reason of Executive’s breach of this
Agreement.  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,
“affiliates” shall mean any company controlled by, controlling or under common
control with the Company.


 


(b)           NON-SOLICITATION OF EMPLOYEES.  During the Term and for a period of 24
months following Executive’s date of termination of employment (the “Restricted
Period”), Executive shall not, without the prior written consent of the Company,
directly or indirectly, hire, recruit or solicit the employment or services of
(whether as an employee, officer, director, agent, consultant or independent
contractor), any employee, officer, director, agent, consultant or independent
contractor of the Company or any of its subsidiaries or affiliates or any such
person who has terminated his or her relationship with the Company or any of
its subsidiaries or affiliates within the six-month period prior to such
hiring, recruiting or soliciting (except for (i) such employment or hiring by
the Company or any of its subsidiaries or affiliates or (ii) such employment or
hiring by Executive of an agent, consultant or independent contractor where
such


 


3

















 


the primary duties of such
person are not for the Company).  This
Section 2(b) shall not apply to any administrative assistant working directly
for Executive.


 


(c)           NON-SOLICITATION OF BUSINESS PARTNERS.  During the Restricted Period, Executive
shall not, without the prior written consent of the Company, directly or
indirectly, persuade or encourage or attempt to persuade or encourage any
business partners or business affiliates of the Company or its subsidiaries or
affiliates to cease doing business with the Company or any of its subsidiaries
or affiliates or to engage in any business competitive with the Company or its
subsidiaries or affiliates on its own or with any of competitor of the Company
or its subsidiaries or affiliates.


 


(d)           PROPRIETARY RIGHTS; ASSIGNMENT.  All Executive Developments (as defined
below) shall be made for hire by Executive for the Company or any of its
subsidiaries or affiliates.  “Executive
Developments” means any discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work or authorship, in each case, (A) that (i) relates to the business 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 and (B) that is conceived or developed during the Term.  All Confidential Information and all
Executive Developments 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 Executive 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 Executive Development, Executive hereby assigns
to the Company all such proprietary rights. 
Executive shall, both during and after the Term, upon the Company’s request,
promptly execute and deliver to the Company all such assignments, certificates
and instruments, and shall promptly perform such other acts, as the Company may
from time to time in its reasonable discretion deem necessary or desirable to
evidence, establish, maintain, perfect, enforce or defend the Company’s rights
in Confidential Information and Executive Developments.


 


(e)           COMPLIANCE WITH POLICIES AND PROCEDURES.  During the Term, 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.  Executive hereby consents to, and expressly
authorizes, the Company’s use of Executive’s name and likeness in trade publications
and other media for trade or commercial purposes.


 


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


 


Executive
expressly agrees and understands that the remedy at law for any breach by
Executive of this Section 2 will be inadequate and that damages flowing
from such breach are not susceptible to being measured in monetary terms.  Accordingly, it is acknowledged that upon Executive’s
violation or threatened violation of any provision of this Section 2, the
Company


 


4

















 


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
without the requirement of posting any bond. 
Nothing in this Section 2 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 Section 2, which may be pursued by or available to the
Company.


 


(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 accordance with the terms of this
Agreement.  If it is determined by a
court of competent jurisdiction in any state that any restriction in this
Section 2 is excessive in duration or scope or is unreasonable or unenforceable
under the laws of that state, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum
extent permitted by the law of that state.


 


3.             TERMINATION OF PRIOR
AGREEMENTS/EXISTING CLAIMS.  This
Agreement constitutes the entire agreement between the parties and 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. 
Executive hereby represents and warrants to the Company that Executive is
not party to any contract, understanding, agreement or policy, whether or not
written, with Executive’s most-recent employer (the “Previous Employer”) or
otherwise, that would be breached by Executive’s entering into, or performing
services under, this Agreement. 
Executive further represents that, prior to the Effective Date, he has
disclosed in writing to the Company all material existing, pending or
threatened claims against him, if any, as a result of his employment with the
Previous Employer or his membership on any boards of directors.


 


4.             ASSIGNMENT; SUCCESSORS.  This Agreement is personal in its nature and
none of the parties hereto shall, without the consent of the others, assign or
transfer this Agreement or any rights or obligations hereunder; provided,
that in the event of a merger, consolidation, transfer, reorganization, or sale
of all, substantially all or a substantial portion of, the assets of the
Company with or to any other individual or entity, this Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
the Company’s successor-in-interest in such transaction, and such successor
shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and all references herein to the
“Company” shall refer to such successor.


 


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


 


5

















 


6.             HEADING REFERENCES.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose. 
References to “this Agreement” or the use of the term “hereof” shall
refer to these Standard Terms and Conditions and the Employment Agreement
attached hereto, taken as a whole.


 


7.             WAIVER; MODIFICATION.  Failure to insist upon strict compliance
with any of the terms, covenants, or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right
or power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.  This Agreement shall not be modified in any respect except by a
writing executed by each party hereto.


 


8.             SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. 
All portions of this Agreement that do not violate any statute or public
policy shall continue in full force and effect.  Further, any court order striking any portion of this Agreement
shall modify the stricken terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Agreement.


 


6

















 


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.


 


 


	
   

  	
  INTERACTIVECORP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Representative

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREGORY R.
  BLATT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gregory
  R. Blatt

  	
   

  



 


7

















 


Exhibit A


 


	
  Termination
  Date

  	
   

  	
  Percentage of Total Grant Vesting (inclusive of

  Restricted Stock Units granted hereunder

  previously vested)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or prior
  to the first anniversary of the Effective Date

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Following
  the first anniversary of the Effective Date, but prior to the second
  anniversary of the Effective Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the second anniversary of the Effective Date, but prior to the third
  anniversary of the Effective Date

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the third anniversary of the Effective Date, but prior to the fourth
  anniversary of the Effective Date

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the fourth anniversary of the Effective Date

  	
   

  	
  100

  	
  %

  



 


8