Exhibit 4.6


 


EXPEDIA, INC.

2005 STOCK AND ANNUAL INCENTIVE PLAN


 


SECTION 1. PURPOSE; DEFINITIONS


 


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 granting
new Awards to provide incentives directly linked to shareholder 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) ”BOARD” means the Board of Directors
of the Company.


 


(f) ”BONUS AWARD” means a bonus award
made pursuant to Section 9.


 


(g) ”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.


 


(h) ”CHANGE IN CONTROL” has the meaning
set forth in Section 10(b).


 


(i) ”CODE” means the Internal Revenue
Code of 1986, as amended from time to time, and any successor thereto.


 


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


 


(k) “COMMITTEE” has the meaning set forth in Section 2(a).


 


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(l) “COMMON STOCK” means common stock, par
value $.001 per share, of the Company.


 


(m) “COMPANY” means Expedia, Inc., a
Delaware corporation or its successor.


 


(n) “DISABILITY” means (i) ”Disability”
as defined in any Individual Agreement to which the Participant is a party, (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.


 


(o) “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.


 


(p) “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) disengagement expenses, (iv) restructuring charges, (v) non
cash write-downs of assets or goodwill, (vi) charges relating to disposal
of lines of business, (vii) litigation settlement amounts and (viii) costs
incurred for proposed and completed acquisitions.


 


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


 


(r) “ELIGIBLE INDIVIDUALS” means directors,
officers, employees and consultants of the Company or any of its Subsidiaries
or Affiliates.


 


(s) “EMPLOYEE MATTERS AGREEMENT” means the
Employee Matters Agreement by and between IAC and the Company dated as of [ ].


 


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


 


(u) “FAIR MARKET VALUE” means, unless
otherwise defined in an Award Agreement, if the Common Stock is listed on a
national securities exchange, as of any given date, the closing price for the
Common Stock on such date on the Applicable Exchange, 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.


 


(v) ”FREE-STANDING SAR” has the meaning
set forth in Section 5(b).


 


(w) “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


 


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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.


 


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


 


(y) “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.


 


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


 


(aa) “NONQUALIFIED OPTION” means any Option
that is not an Incentive Stock Option.


 


(bb) “OPTION” means an Award described under Section 5.


 


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


 


(dd) “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 that are intended to
qualify under Section 162(m)(4), (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 shareholder 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, division or department of the Company that are intended to
qualify under Section 162(m)(4)(c) of the Code 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.


 


(ee) “PLAN” means this Expedia, Inc.
2005 Stock and Annual Incentive Plan, as set forth herein and as hereafter
amended from time to time.


 


(ff) “PLAN YEAR” means the calendar year or,
with respect to Bonus Awards, the Company’s fiscal year if different.


 


(gg) “QUALIFIED PERFORMANCE-BASED AWARD”
means an Award intended to qualify for the Section 162(m) Exemption, as
provided in Section 11.


 


(hh) “RESTRICTED STOCK” means an Award
described under Section 6.


 


(ii) ”RESTRICTED STOCK UNITS” means an
Award described under Section 7.


 


(jj) “RETIREMENT” means retirement from
active employment with the Company,


 


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a Subsidiary or Affiliate at or after the Participant’s attainment of
age 65.


 


(kk) “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.


 


(ll) “SEPARATION” has the meaning set forth
in the Employee Matters Agreement.


 


(mm) “SHARE” means a share of Common Stock.


 


(nn) “STOCK APPRECIATION RIGHT” has the
meaning set forth in Section 5(b).


 


(oo) “SUBSIDIARY” means any corporation,
partnership, joint venture 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.


 


(pp) “TANDEM SAR” has the meaning set forth
in Section 5(b).


 


(qq) “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.


 


(rr) “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 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. For the avoidance of doubt, the Separation shall
not constitute a Termination of Employment for purposes of any Adjusted Award.


 


SECTION 2. ADMINISTRATION


 


(a) COMMITTEE. The Plan shall be
administered by the Compensation/Benefits 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 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;


 


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(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, at any time or from time to time;


 


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


 


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


 


(ix) 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(g),
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


 


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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) 12,000,000. 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 8,000,000 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 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. Subject to the
provisions of Section 3(e), in the event of (i) a stock dividend,
stock split, reverse stock split, share combination, or recapitalization or
similar event affecting the capital structure of the Company (each, a “Share
Change”), or (ii) a merger, consolidation, acquisition of property or
shares, separation, spinoff, reorganization, stock rights offering,
liquidation, Disaffiliation, payment of cash dividends other than an ordinary
dividend 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 (A) the aggregate number and kind of Shares or other
securities reserved for issuance and delivery under the Plan, (B) the
various maximum limitations set forth in Sections 3(a) and 3(b) upon
Awards and upon the grants to individuals of Awards, (C) the number and
kind of Shares or other securities subject to outstanding Awards; and (D) 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 shareholders 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


 


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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 based upon Company securities). 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.


 


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


 


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Right, the Participant shall be entitled to receive an 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 or, in the case of a related
Nonqualified Option, at any time after the Grant Date thereof while the related
Nonqualified Option remains outstanding. 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 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 shareholders.


 


(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 in the case of an Incentive Stock Option.


 


(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 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:


 


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(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 Committee 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 SHAREHOLDERS. 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. Except as otherwise provided in Section 5(k) below, the applicable
Participant shall have all of the rights of a shareholder 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(c), 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 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


 


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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 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.


 


(k) DEFERRAL OF OPTION SHARES. The Committee
may from time to time establish procedures pursuant to which a Participant may
elect to defer, until a time or times later than the exercise of an Option,
receipt of all or a portion of the Shares subject to such Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all
on such terms and conditions as the Committee shall determine. If any such deferrals
are permitted, then notwithstanding Section 5(g), a Participant who elects
such deferral shall not have any rights as a stockholder with respect to such
deferred shares unless and until shares are actually delivered to such
Participant with respect thereto,


 


10





















 


except to the extent otherwise determined by the Committee.


 


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 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 Expedia, Inc. 2005 Stock and Annual
Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on
file at the offices of Expedia, Inc.”


 


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 may, prior to or at the time of grant, designate an Award of Restricted
Stock as a Qualified Performance-Based Award, in which event it shall condition
the grant or vesting, as applicable, of such Restricted Stock upon the
attainment of Performance Goals. If the Committee does not designate an Award
of Restricted Stock as a Qualified Performance-Based Award, it may also
condition the grant or vesting thereof upon the attainment of Performance
Goals. Regardless of whether an Award of Restricted Stock is a Qualified
Performance-Based Award, the Committee may also condition the grant or vesting
thereof upon the continued service of the Participant. The conditions for grant
or vesting and the other provisions of Restricted Stock Awards (including
without limitation any applicable Performance Goals) need not be the same with
respect to each recipient. Subject to Section 11(b), the Committee may at
any time, in its sole discretion, accelerate or waive, in whole or in part, any
of the foregoing restrictions.


 


(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 Participant’s continued service is
required (the “Restriction Period”), and until the later of (A) the
expiration of the Restriction Period and (B) the date the applicable
Performance Goals (if any) are satisfied, 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


 


11





















 


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 or
before the applicable Performance Goals are satisfied, 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:


 


(a) NATURE OF AWARD. Restricted Stock
Units are Awards denominated in Shares that will be settled, subject to the
terms and conditions of the Restricted Stock Units, either by delivery of
Shares to the Participant or by the payment of cash 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 may, in connection with the grant of Restricted Stock Units,
designate them as Qualified Performance-Based Awards, in which event it shall
condition the grant or vesting thereof upon the attainment of Performance
Goals. If the Committee does not designate Restricted Stock Units as Qualified
Performance-Based Awards, it may also condition the grant or vesting thereof
upon the attainment of Performance Goals. Regardless of whether Restricted
Stock Units are Qualified Performance-Based Awards, the Committee may also
condition the vesting thereof upon the continued service of the Participant.
The conditions for grant or vesting and the other provisions of Restricted
Stock Awards (including without limitation any applicable Performance Goals)
need not be the same with respect to each recipient. Subject to Section 11(b),
the Committee may at any time, in its sole discretion, accelerate or waive, in whole
or in part, any of the foregoing restrictions. An Award of Restricted Stock
Units shall be settled as and when the Restricted Stock Units vest or


 


12





















 


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 Award for which such Participant’s continued service is
required (the “Restriction Period”), and until the later of (A) the
expiration of the Restriction Period and (B) the date the applicable
Performance Goals (if any) are satisfied, 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 or
before the applicable Performance Goals are satisfied, 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.


 


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 to the
extent provided by the Committee. To the extent provided by the Committee, a
Participant may elect to defer receipt of amounts payable under a Bonus Award
for a specified period, or until a specified event, subject in each case to the
Committee’s approval and to such terms as are 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. The Bonus Award for any Plan Year or
such shorter performance period 


 


13





















 


to any Participant may be reduced or eliminated by the Committee in its
discretion.


 


SECTION 10. CHANGE IN CONTROL PROVISIONS


 


(a) IMPACT OF EVENT/SINGLE TRIGGER.
Unless otherwise provided in the applicable Award Agreement, and with respect
to Adjusted Awards only, to the extent specified in an Award Agreement or the
applicable IAC Long Term Incentive Plan (it being understood that any reference
in a “change in control,” “change of control” or similar definition of an Award
Agreement or the applicable IAC Long Term Incentive Plan for any such Adjusted Award
shall be deemed to refer to a “change in control,” “change of control” or
similar transaction with respect to the Company (as successor to the
originally-referenced entity) for such Adjusted Award assumed hereunder),
notwithstanding any other provision of the Plan to the contrary, immediately
upon the occurrence of a Change in Control, with respect to Awards held by
officers of the Company (and not the Company’s Subsidiaries) with a title of
Senior Vice President or above as of immediately prior to the Change in
Control, and with respect to all other Participants solely to the extent
provided in the applicable Award Agreement:


 


(i) any
Options and Stock Appreciation Rights outstanding which are not then
exercisable and vested shall become fully exercisable and vested;


 


(ii) the
restrictions and deferral limitations applicable to any Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested and transferable; and


 


(iii) all
Restricted Stock Units shall be considered to be earned and payable in full,
and any deferral or other restriction 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) DEFINITION OF CHANGE IN CONTROL.
Except as otherwise may be provided in an applicable Award Agreement, and
subject to Section 14(k)(ii), for purposes of the Plan, a “Change in
Control” shall mean any of the following events:


 


(i) The acquisition by any individual
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act), other than Barry Diller, Liberty Media Corporation, and
their respective Affiliates (a “PERSON”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) 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 for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: (A) any acquisition by the
Company, (B) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company, or (C) any acquisition by any corporation pursuant to a
transaction which complies with clauses (A), (B) and (C) of subsection (iii);
or


 


(ii) Individuals who, as of the
Effective Date, constitute the Board (the “INCUMBENT BOARD”) cease for any
reason to constitute at least a majority


 


14





















 


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 shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, 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


 


(iii) Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company or the purchase of assets or stock of another
entity (a “BUSINESS COMBINATION”), in each case, unless immediately following
such Business Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company Voting Securities
immediately prior to such Business Combination will beneficially own, directly
or indirectly, more than 50% of the then 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 such 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) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Voting
Securities, (B) no Person (excluding Barry Diller, Liberty Media Corporation,
and their respective Affiliates, any employee benefit plan (or related trust)
of the Company or such entity resulting from such Business Combination) will
beneficially own, directly or indirectly, more than a majority of the combined
voting power of the then outstanding voting securities of such entity except to
the extent that such ownership of the Company existed prior to the Business
Combination and (C) 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 will have been members of the Incumbent Board 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.


 


(c) IMPACT OF EVENT/DOUBLE TRIGGER.
Unless otherwise provided in the applicable Award Agreement, and with respect
to Adjusted Awards only, to the extent specified in an 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 and Stock Appreciation Rights outstanding as of such Termination of
Employment which were outstanding as of the date of such Change in Control
(including any Options and Stock Appreciation Rights that became vested
pursuant to Section 10(a)) shall be fully exercisable and


 


15





















 


vested and shall remain exercisable until the
later of (i) the last date on which such Option or Stock Appreciation
Right would be exercisable in the absence of this Section 10(c) and (ii) the
earlier of (A) the first anniversary of such Change in Control and (B) expiration
of the Term of such Option or Stock Appreciation Right;


 


(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 deferral or other restriction 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.


 


(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
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.


 


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, together with the satisfaction of any other conditions, such
as continued employment, as the


 


16





















 


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 a Termination of Employment by the
Company without Cause or by the Participant for “good reason” (as such term may
be defined in any applicable Award Agreement) 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 all
such transactions will be 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).


 


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, 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, prospectively or retroactively, but no such amendment shall (i) cause
a Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exemption or (ii) 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


 


17





















 


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 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.


 


18





















 


(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 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 SAVINGS CLAUSE.


 


(i) 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 below, and the Plan and the terms
and conditions of all Awards shall be


 


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interpreted accordingly.


 


(ii) 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 of Common Stock 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.


 


(iii) Following
a Change in Control, no action shall be taken under the Plan that will cause
any Award that the Committee has previously determined is subject to Section 409A
of the Code to fail to comply in any respect with Section 409A of the Code
without the written consent of the Participant.


 


(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 granted
thereunder.


 


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