SHALL HAVE THE MEANING SET FORTH IN SECTION 5(A).
(Z)
"PERFORMANCE GOALS" MEANS THE PERFORMANCE GOALS ESTABLISHED BY
THE COMMITTEE IN CONNECTION WITH THE GRANT OF RESTRICTED STOCK, PERFORMANCE
UNITS OR BONUS AWARDS.
IN THE CASE OF QUALIFIED-PERFORMANCE BASED AWARDS,
(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,
EBITDA, EBITA, OPERATING INCOME, REVENUES, RETURN ON OPERATING ASSETS, RETURN ON
EQUITY, PROFITS, TOTAL SHAREHOLDER RETURN (MEASURED IN TERMS OF STOCK PRICE
APPRECIATION AND/OR DIVIDEND GROWTH), AND/OR STOCK PRICE, WITH RESPECT TO THE
CORPORATION OR SUCH SUBSIDIARY, DIVISION OR DEPARTMENT OF THE CORPORATION FOR OR
WITHIN WHICH THE PARTICIPANT PERFORMS SERVICES AND 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
3
SPECIFIED LEVELS OF CORPORATION PERFORMANCE UNDER ONE OR MORE OF THE MEASURES
DESCRIBED ABOVE RELATIVE TO THE PERFORMANCE OF OTHER CORPORATIONS.
(AA)
"PERFORMANCE UNITS" MEANS AN AWARD MADE PURSUANT TO SECTION 8.
(BB)
"PLAN" MEANS THE AMENDED AND RESTATED IAC/INTERACTIVECORP 2000
STOCK AND ANNUAL INCENTIVE PLAN, AS SET FORTH HEREIN AND AS HEREINAFTER AMENDED
FROM TIME TO TIME.
(CC)
"PLAN YEAR" MEANS THE CALENDAR YEAR OR, WITH RESPECT TO BONUS
AWARDS, THE CORPORATION'S FISCAL YEAR IF DIFFERENT.
(DD)
"QUALIFIED PERFORMANCE-BASED AWARD" MEANS AN AWARD DESIGNATED AS
SUCH BY THE COMMITTEE AT THE TIME OF GRANT, 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 IN THE YEAR IN WHICH THE CORPORATION WOULD EXPECT
TO BE ABLE TO CLAIM A TAX DEDUCTION WITH RESPECT TO SUCH AWARDS AND (II) THE
COMMITTEE WISHES SUCH AWARD TO QUALIFY FOR THE SECTION 162(M) EXEMPTION.
(EE)
"RESTRICTED STOCK" MEANS AN AWARD GRANTED UNDER SECTION 7.
(FF)
"RETIREMENT" MEANS NORMAL OR EARLY RETIREMENT.
(GG)
"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.
(HH)
"SPECIFIED EMPLOYEE" SHALL MEAN ANY INDIVIDUAL WHO IS A "KEY
EMPLOYEE" (AS DEFINED IN SECTION 416(I) OF THE CODE WITHOUT REGARD TO PARAGRAPH
(5) THEREOF) WITH RESPECT TO THE CORPORATION AND ITS AFFILIATES, AS DETERMINED
BY THE CORPORATION
(OR THE AFFILIATE, IN THE EVENT THAT THE AFFILIATE AND THE
CORPORATION ARE NOT CONSIDERED A SINGLE EMPLOYER UNDER SECTIONS 414(B) OR
414(C) OF THE CODE) IN ACCORDANCE WITH ITS UNIFORM POLICY WITH RESPECT TO ALL
ARRANGEMENTS SUBJECT TO SECTION 409A OF THE CODE, BASED UPON THE TWELVE (12)
MONTH PERIOD ENDING ON EACH DECEMBER 31ST.
ALL INDIVIDUALS WHO ARE DETERMINED
TO BE KEY EMPLOYEES UNDER SECTION 416(I)(1)(A)(I), (II) OR (III) OF THE CODE
(WITHOUT REGARD TO PARAGRAPH (5) THEREOF) ON DECEMBER 31ST SHALL BE TREATED AS
SPECIFIED EMPLOYEES FOR PURPOSES OF THE