Exhibit 10.12
IAC/INTERACTIVECORP AMENDED AND RESTATED
2000 STOCK AND ANNUAL INCENTIVE PLAN
(effective December 17, 2008)
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to give the Corporation a competitive advantage in
attracting, retaining and motivating officers and employees and to provide the
Corporation and its subsidiaries with a stock plan providing incentives more
directly linked to the profitability of the Corporation and increases in
shareholder value.
For purposes of the Plan, the following terms are defined as set forth below:
(A)
"AFFILIATE" MEANS A CORPORATION OR OTHER ENTITY CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE CORPORATION.
(B)
"AWARD" MEANS A STOCK APPRECIATION RIGHT, STOCK OPTION, RESTRICTED
STOCK, PERFORMANCE UNIT OR BONUS AWARD.
(C)
"AWARD CYCLE" SHALL MEAN A PERIOD OF CONSECUTIVE FISCAL YEARS OR
PORTION THEREOF DESIGNATED BY THE COMMITTEE OVER WHICH PERFORMANCE UNITS ARE TO
BE EARNED.
(D)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE CORPORATION.
(E)
"BONUS AWARD" MEANS AN ANNUAL BONUS AWARD MADE PURSUANT TO
SECTION 10.
(F)
"BONUS PERIOD" SHALL HAVE THE MEANING SET FORTH IN SECTION 10(A).
(G)
"CAUSE" MEANS, EXCEPT AS OTHERWISE DETERMINED BY THE COMMITTEE
PURSUANT TO AN AWARD AGREEMENT, THE WILLFUL AND CONTINUED FAILURE ON THE PART OF
A PARTICIPANT SUBSTANTIALLY TO PERFORM HIS EMPLOYMENT DUTIES IN ANY MATERIAL
RESPECT, OR SUCH OTHER EVENTS AS SHALL BE DETERMINED BY THE COMMITTEE; PROVIDED,
THAT "CAUSE" INCLUDES, WITHOUT LIMITATION: (I) THE PLEA OF GUILTY OR NOLO
CONTENDERE TO, OR CONVICTION FOR, THE COMMISSION OF A FELONY OFFENSE BY A
PARTICIPANT; (II) A MATERIAL BREACH BY A PARTICIPANT OF A FIDUCIARY DUTY OWED TO
THE CORPORATION OR ANY OF ITS SUBSIDIARIES; (III) A MATERIAL BREACH BY A
PARTICIPANT OF ANY NONDISCLOSURE, NON-SOLICITATION OR NON-COMPETITION OBLIGATION
OWED TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES; AND (IV) THE WILLFUL OR
GROSS NEGLECT BY A PARTICIPANT OF HIS EMPLOYMENT DUTIES.
THE COMMITTEE SHALL
HAVE THE SOLE DISCRETION TO DETERMINE WHETHER "CAUSE" EXISTS, AND ITS
DETERMINATION SHALL BE FINAL.
(H)
"CHANGE IN CONTROL" AND "CHANGE IN CONTROL PRICE" HAVE THE
MEANINGS SET FORTH IN SECTIONS 11(B) AND (C), RESPECTIVELY.
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(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" MEANS THE COMMITTEE REFERRED TO IN SECTION 2.
(L)
"COMMON STOCK" MEANS COMMON STOCK, PAR VALUE $.001 PER SHARE, OF
THE CORPORATION.
(M)
"CORPORATION" MEANS IAC/INTERACTIVECORP (FORMERLY USA INTERACTIVE),
A DELAWARE CORPORATION.
(N)
"COVERED EMPLOYEE" MEANS, WITH RESPECT TO AN AWARD, A PARTICIPANT
DESIGNATED PRIOR TO THE GRANT OF SHARES OF RESTRICTED STOCK, PERFORMANCE UNITS,
BONUS AWARDS OR STOCK OPTIONS (IF SUBJECT TO PERFORMANCE GOALS) BY THE COMMITTEE
WHO WILL BE OR MAY BE A "COVERED EMPLOYEE" WITHIN THE MEANING OF
SECTION 162(M)(3) OF THE CODE IN THE YEAR IN WHICH THE CORPORATION IS EXPECTED
TO BE ENTITLED TO A FEDERAL INCOME TAX DEDUCTION WITH RESPECT TO THE AWARD.
(O)
"DISABILITY" MEANS, EXCEPT AS OTHERWISE DETERMINED BY THE