Options vesting as a result of (i) above) shall remain
exercisable through the date that is eighteen (18) months following the date of
such termination or, if earlier, through the scheduled
2
expiration date of such IAC Options.
ALL AGREEMENTS EVIDENCING IAC OPTIONS, IAC RSUS AND ANY OTHER EQUITY AWARDS
BASED ON IAC COMMON STOCK GRANTED TO EXECUTIVE AND COVERED BY THIS SECTION 4 ARE
HEREBY AMENDED TO THE EXTENT NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS
SECTION 4.
IN ALL OTHER RESPECTS, THE IAC OPTIONS, IAC RSUS AND ANY OTHER
EQUITY AWARDS BASED ON IAC COMMON STOCK GRANTED TO EXECUTIVE COVERED IN THIS
SECTION 4 SHALL CONTINUE TO BE GOVERNED IN ACCORDANCE WITH THEIR TERMS. FOR
PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL HAVE THE MEANING SET FORTH IN THE
APPLICABLE IAC STOCK AND INCENTIVE PLAN PURSUANT TO WHICH THE IAC OPTIONS WERE
GRANTED.
IN NO EVENT SHALL EXECUTIVE'S RESIGNATION BE FOR "GOOD REASON" UNLESS (X)
EXECUTIVE PROVIDES THE COMPANY WITH WRITTEN NOTICE OF ITS MATERIAL BREACH OF
THIS AGREEMENT THEREOF WITHIN THIRTY (30) DAYS AFTER EXECUTIVE HAS KNOWLEDGE OF
THE OCCURRENCE OR EXISTENCE OF THE EVENTS OR CIRCUMSTANCES CONSTITUTING SUCH
MATERIAL BREACH, WHICH NOTICE SHALL SPECIFICALLY IDENTIFY THE EVENTS OR
CIRCUMSTANCES THAT EXECUTIVE BELIEVES CONSTITUTES GOOD REASON, (Y) THE COMPANY
FAILS TO CORRECT THE EVENTS OR CIRCUMSTANCES SO IDENTIFIED WITHIN THIRTY (30)
DAYS AFTER THE RECEIPT OF SUCH NOTICE AND (Z) EXECUTIVE RESIGNS WITHIN NINETY
(90) DAYS AFTER THE DATE OF DELIVERY OF THE NOTICE REFERRED TO IN CLAUSE (X)
ABOVE.
6.
BREACH OF AGREEMENT BY EXECUTIVE AND
NOTICE OF NON-RENEWAL.
IN THE EVENT THAT THE COMPANY DETERMINES THAT EXECUTIVE
IS IN BREACH OF THE AGREEMENT, HE SHALL BE PROVIDED NOTICE AND A REASONABLE
OPPORTUNITY TO CURE. IF THE COMPANY DELIVERS A NON-RENEWAL NOTICE TO EXECUTIVE
THEN, PROVIDED EXECUTIVE'S EMPLOYMENT HEREUNDER CONTINUES THROUGH THE EXPIRATION
DATE THEN IN EFFECT, EFFECTIVE AS OF SUCH EXPIRATION DATE THE COMPANY AND
EXECUTIVE SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS HEREUNDER AS THEY WOULD IF
THE COMPANY HAD TERMINATED EXECUTIVE'S EMPLOYMENT HEREUNDER PRIOR TO THE END OF
THE TERM WITHOUT CAUSE.
7.
MISCELLANEOUS.
(A)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
WILL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY, AS
APPLICABLE, IAC AND THE EXECUTIVE AND THEIR RESPECTIVE PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS, HEIRS,
DISTRIBUTEES AND LEGATEES.
THIS AGREEMENT IS PERSONAL IN NATURE AND THE
EXECUTIVE SHALL NOT, WITHOUT THE WRITTEN CONSENT OF IAC, ASSIGN, TRANSFER OR
DELEGATE THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER.
(B)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO SUCH STATE'S LAWS AND PRINCIPLES REGARDING THE CONFLICT
OF LAWS.
(C)
AMENDMENT.
NO PROVISION OF THIS AGREEMENT
MAY BE AMENDED, MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH AMENDMENT, WAIVER,
MODIFICATION OR DISCHARGE IS AGREED TO IN WRITING AND SUCH WRITING IS SIGNED BY
THE EXECUTIVE AND IAC.
(D)
NOTICE.
ALL NOTICES AND OTHER
COMMUNICATIONS UNDER THIS