Exhibit 10.7


 


FORM OF
IAC/INTERACTIVECORP RESTRICTED STOCK UNIT AGREEMENT


 


THIS AGREEMENT,
dated as of the award date (the “Award Date”) designated on the Summary of
Award referenced below, between IAC/InterActiveCorp, a Delaware corporation
(the “Corporation”), and the employee of the Corporation or one of its
businesses (the “Employee”) designated as receiving an award of restricted
stock units (the “Restricted Stock Units”) by the Compensation/Benefits
Committee of the Board of Directors of the Corporation (or such other Committee
as the Board may from time to time designate) (the “Committee”).


 


All capitalized
terms used herein, to the extent not defined, shall have the meanings set forth
in the Corporation’s 2005 Stock and Annual Incentive Plan (the “Plan”).


 


1.                                      Award and Vesting of
Restricted Stock Units


 


(a)                                  Subject
to the provisions of this Agreement and to the provisions of the Plan, the
Corporation hereby grants Restricted Stock Units to the Employee pursuant to Section 7
of the Plan.  Reference is made to the “Summary
of Award” that can be found on the Smith Barney Benefit Access System at
www.benefitaccess.com.  Your Summary of
Award, which sets forth the number of Restricted Stock Units granted to you by
the Corporation and the Award Date (among other information), is hereby
incorporated by reference into, and shall be read as part and parcel of, this
Agreement.


 


(b)                                 Subject
to the terms and conditions of this Agreement, the provisions of the Plan
[and subject to the satisfaction of performance goals approved by
the Committee on [DATE]], the Restricted Stock Units shall vest and no longer
be subject to any restriction (such period during which restrictions apply is
the “Restriction Period”):


 


	
  Vesting Date

  	
   

  	
  Percentage of Total Award
  Vesting

  	
   

  
	
  On the first
  anniversary of the Award Date

  	
   

  	
  20

  	
  %

  	
   

  
	
  On the second
  anniversary of the Award Date

  	
   

  	
  20

  	
  %

  	
   

  
	
  On the third
  anniversary of the Award Date

  	
   

  	
  20

  	
  %

  	
   

  
	
  On the fourth
  anniversary of the Award Date

  	
   

  	
  20

  	
  %

  	
   

  
	
  On the fifth
  anniversary of the Award Date

  	
   

  	
  20

  	
  %

  	
   

  



 


(c)                                  Notwithstanding
the provisions of Paragraph 1(b), in the event the Employee
incurs a Termination of Employment by the Corporation for Cause,
or the Employee voluntarily incurs a Termination of Employment within two (2) years
after any event or circumstance that would have been grounds for a Termination
of Employment for Cause, the Employee’s Restricted Stock Units (whether or not
vested) shall be forfeited and canceled in their entirety upon such Termination
of Employment, and the Corporation may cause the Employee, immediately upon
notice from the Corporation, either to return the shares or cash issued upon


 





















 


settlement of Restricted Stock Units which vested during
the two-year period after the events or circumstances giving rise
to or constituting grounds for such Termination
of Employment for Cause or to pay to the Corporation an amount
equal to the aggregate amount, if any, that the Employee had previously
realized in respect of any and all shares issued upon settlement of Restricted
Stock Units which vested during the two-year period after the events or
circumstances giving rise to or constituting grounds for such Termination
of Employment for Cause (i.e., the value of the Restricted
Stock Units upon vesting), in each case including any dividend equivalents or
other distributions received in respect of any such Restricted Stock Units.


 


(d)                                 In
the event the Employee incurs a Termination of Employment
during the Restriction Period for any reason other than as set forth in
Paragraph 1(c), all remaining unvested Restricted Stock Units shall be
forfeited by the Employee and canceled in their entirety effective immediately
upon such termination.


 


(e)                                  For
purposes of this Agreement, employment with the Corporation shall include
employment with the Corporation’s Affiliates (excluding Expedia, Inc.
and its subsidiaries) and its
successors.  Nothing in this Agreement or
the Plan shall confer upon the Employee any right to continue in the employ of
the Corporation or any of its Affiliates or interfere in any way with the right
of the Corporation or any such Affiliates to terminate the Employee’s
employment at any time.


 


2.                                      Settlement of Units


 


As soon as
practicable after any Restricted Stock Units have
vested and are no longer subject to the Restriction
Period (or at such later date specified by the Committee or in accordance with
the election of the Employee, if the Committee so permits), such
Restricted Stock Units shall be settled. 
Subject to Paragraph 8 (pertaining to the withholding of taxes), for
each Restricted Stock Unit settled pursuant to this Section 2, the
Corporation shall (i) if the Employee is employed within the United
States, issue one share of Common Stock for each Restricted Stock Unit vesting
at such time and cause to be delivered to the Employee one or more unlegended,
freely-transferable stock certificates in respect of such
shares issued upon settlement of the vesting Restricted Stock
Units or (ii) if the Employee is employed outside the United States, pay,
or cause to be paid, to the Employee an amount of cash equal to the Fair Market
Value of one share of Common Stock for each Restricted Stock Unit vesting at
such time.  Notwithstanding the
foregoing, the Corporation shall be entitled to hold the shares or cash
issuable upon settlement of Restricted Stock Units that have vested until the
Corporation or the agent selected by the Corporation to manage the Plan under
which the Restricted Stock Units have been issued (the “Agent”) shall have
received from the Employee a duly executed Form W-9
or W-8, as applicable.


 


3.                                      Non-Transferability
of the Restricted Stock Units


 


During the
Restriction Period and until such time as the Restricted Stock Units are
ultimately settled as provided in Paragraph 2 above, the Restricted Stock Units
shall not be transferable by the Employee by means of sale, assignment,
exchange, encumbrance, pledge, hedge or otherwise.


 


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4.                                      Rights
as a Stockholder


 


Except as
otherwise specifically provided in this Agreement, during the Restriction
Period the Employee shall not be entitled to any rights of a stockholder with
respect to the Restricted Stock Units. 
Notwithstanding the foregoing, if the Corporation declares and pays
dividends on the Common Stock during the Restriction Period, the Employee will
be credited with additional amounts for each Restricted Stock Unit equal to the
dividend that would have been paid with respect to such Restricted Stock Unit
if it had been an actual share of Common Stock, which amount shall remain subject
to restrictions (and as determined by the Committee may be reinvested in
Restricted Stock Units or may be held in kind as restricted property) and shall
vest concurrently with the vesting of the Restricted Stock Units upon which
such dividend equivalent amounts were paid. 
Notwithstanding the foregoing, dividends and distributions other than
regular quarterly cash dividends, if any, may result in an adjustment pursuant
to Paragraph 5.


 


5.                                      Adjustment in the
Event of Change in Stock; Change in Control


 


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 Corporation (each, a “Share Change”), or (ii) a merger,
consolidation, acquisition of property or shares, separation, spinoff,
reorganization, stock rights offering, liquidation, Disaffiliation, or similar
event affecting the Corporation 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 the
number of Restricted Stock Units and the number and kind of shares of Common
Stock underlying the Restricted Stock Units.


 


In
the case of Corporate Transactions, such adjustments may include, without
limitation (i) the cancellation of the Restricted Stock Units in exchange
for payments of cash, property or a combination thereof having an aggregate
value equal to the value of such Restricted Stock Units, as determined by the
Committee or the Board in its sole discretion, (ii) the substitution of
other property (including, without limitation, cash or other securities of the
Corporation and securities of entities other than the Corporation) for the shares
of Common Stock underlying the Restricted Stock Units and (iii) in
connection with any Disaffiliation, arranging for the assumption of the
Restricted Stock Units, or the replacement of the Restricted Stock Units with
new awards based on other property or other securities (including, without
limitation, other securities of the Corporation and securities of entities
other than the Corporation), 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 any Restricted
Stock Units that remain based upon securities of the Corporation).


 


The determination of the
Committee regarding any such adjustment will be final and conclusive and need
not be the same for all Participants.


 


Unless otherwise
determined by the Committee, in the event of a Change in Control, the
provisions of Section 10 of the Plan shall apply.


 


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6.                                      Payment of Transfer
Taxes, Fees and Other Expenses


 


The Corporation
agrees to pay any and all original issue taxes and stock transfer taxes that
may be imposed on the issuance of shares received by an Employee in connection
with the Restricted Stock Units, together with any and all other fees and
expenses necessarily incurred by the Corporation in connection therewith.


 


7.                                      Other Restrictions


 


(a)                                  The
Restricted Stock Units shall be subject to the requirement that, if at any time
the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent
or approval of any government regulatory body, then in any such event, the
award of Restricted Stock Units shall not be effective unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.


 


(b)                                 The
Employee acknowledges that the Employee is subject to the Corporation’s
policies regarding compliance with securities laws, including but not limited
to its Securities Trading Policy (as in effect from time to time and any
successor policies), and, pursuant to these policies, if the Employee is on the
Corporation’s insider list, the Employee shall be required to obtain
pre-clearance from the Corporation’s General Counsel prior to purchasing or
selling any of the Corporation’s securities, including any shares issued upon
vesting of the Restricted Stock Units, and may be prohibited from selling such
shares other than during an open trading window.  The Employee further acknowledges that, in
its discretion, the Corporation may prohibit the Employee from selling such shares
even during an open trading window if the Corporation has concerns over the
potential for insider trading.


 


8.                                      Taxes and
Withholding


 


No later than the
date as of which an amount first becomes includible in the gross income of the
Employee for federal, state, local or foreign income or employment or other tax
purposes with respect to any Restricted Stock Units, the Employee shall pay to
the Corporation, or make arrangements satisfactory to the Corporation 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.  The obligations of the Corporation under this
Agreement shall be conditioned on compliance by the Employee with this
Paragraph 8, and the Corporation and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Employee, including deducting such amount from the
delivery of shares or cash issued upon settlement of the Restricted Stock Units
that gives rise to the withholding requirement.


 


9.                                      Notices


 


All notices and
other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by facsimile, overnight courier,
or registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


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If to the
Employee:  at the last known address on
record at the Corporation.


 


If to the
Corporation:


 


IAC/InterActiveCorp

Carnegie Hall Tower

152 West 57th Street, 42nd Floor

New York, NY  10019

Attention:  General Counsel

Facsimile:  (212) 314-7497


 


or to
such other address or facsimile number as any party shall have furnished to the
other in writing in accordance with this Paragraph 9.  Notice and communications shall be effective
when actually received by the addressee. 
Notwithstanding the foregoing, the Employee consents to electronic
delivery of documents required to be delivered by the Corporation under the
securities laws.


 


10.                               Effect of Agreement


 


Except as otherwise
provided hereunder, this Agreement shall be binding upon and shall inure to the
benefit of any successor or successors of the Corporation.


 


11.                               Laws Applicable to
Construction; Consent to Jurisdiction


 


The
interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the State of Delaware without reference to principles of
conflict of laws, as applied to contracts executed in and performed wholly
within the State of Delaware.  In addition
to the terms and conditions set forth in this Agreement, the Restricted Stock
Units are subject to the terms and conditions of the Plan, which are hereby
incorporated by reference.


 


Any and all
disputes arising under or out of this Agreement, including without limitation
any issues involving the enforcement or interpretation of any of the provisions
of this Agreement, shall be resolved by the commencement of an appropriate
action in the state or federal courts located within the state of Delaware,
which shall be the exclusive jurisdiction for the resolution of any such
disputes.  The Employee hereby agrees and
consents to the personal jurisdiction of said courts over the Employee for
purposes of the resolution of any and all such disputes.


 


12.                               Severability


 


The invalidity or
enforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement.


 


13.                               Conflicts and
Interpretation


 


In the event of
any conflict between this Agreement and the Plan, the Plan shall control.  In the event of any ambiguity in this
Agreement, or any matters as to which this Agreement is silent, the Plan shall
govern including, without limitation, the provisions thereof pursuant to


 


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which the Committee has the power, among others, to (i) interpret
the Plan, (ii) prescribe, amend and rescind rules and regulations
relating to the Plan, and (iii) make all other determinations deemed
necessary or advisable for the administration of the Plan.


 


In the event of
any (i) conflict between the Summary of Award (or any other information
posted on the Smith Barney Benefit Access System) and this Agreement, the Plan
and/or the books and records of the Corporation, or (ii) ambiguity in the
Summary of Award (or any other information posted on the Smith Barney Benefit
Access System), this Agreement, the Plan and/or the books and records of the
Corporation, as applicable, shall control.


 


14.                               Amendment


 


The Corporation
may modify, amend or waive the terms of the Restricted Stock Unit award,
prospectively or retroactively, but no such modification, amendment or waiver
shall impair the rights of the Employee without his or her consent, except as
required by applicable law, NASDAQ or stock exchange rules, tax rules or
accounting rules.  The waiver by either
party of compliance with any provision of this Agreement shall not operate or
be construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.


 


15.                               Headings


 


The headings of
paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this
Agreement.


 


16.                               Counterparts


 


This Agreement may
be executed in counterparts, which together shall constitute one and the same
original.


 


17.                               Data
Protection


 


The Employee
authorizes the release from time to time to the Corporation (and any of its
subsidiaries or affiliated companies) and to the Agent (together, the “Relevant
Companies”) of any and all personal or professional data that is necessary or
desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”).  Without limiting the
above, Employee permits his or her employing company to collect, process,
register and transfer to the Relevant Companies all Relevant Information
(including any professional and personal data that may be useful or necessary
for the purposes of the administration of the Plan and/or this Agreement and/or
to implement or structure any further grants of equity awards (if any)).  Employee hereby authorizes the Relevant
Information to be transferred to any jurisdiction in which the Corporation, his
or her employing company or the Agent considers appropriate.  Employee shall have access to, and the right
to change, the Relevant Information. 
Relevant Information will only be used in accordance with applicable
law.


 


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IN WITNESS
WHEREOF, as of the date first above written, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized officer and the
Employee has hereunto set the Employee’s hand. 
Electronic acceptance of this Agreement pursuant to the Corporation’s
instructions to Employee (including through an online acceptance process
managed by the Agent) is acceptable.


 


 


	
   

  	
  IAC/INTERACTIVECORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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