SECTION 409A
OF THE CODE.
(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 OF SHARES OR CASH AMOUNT, OR (II) SUCH LATER DATE AS THE
COMMITTEE SHALL PROVIDE IN SUCH RESOLUTION.
(X)
"GROUP" SHALL HAVE THE MEANING GIVEN IN SECTION 13(D)(3) AND
14(D)(2) OF THE EXCHANGE ACT.
(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 GRANTED 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, AFFILIATE, 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 IAC/INTERACTIVECORP AMENDED AND RESTATED 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 GRANTED UNDER SECTION 6.
(II)
"RESTRICTED STOCK UNITS" MEANS AN AWARD GRANTED UNDER SECTION 7.