Exhibit 10.1
AMENDED AND RESTATED AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated as of
February
26, 2010 (the "Effective Date"), is entered into by and between
IAC/InterActiveCorp ("IAC") and Victor Kaufman (the "Executive").
WITNESSETH:
WHEREAS, the Executive has invaluable knowledge and expertise regarding the
operations of IAC and its subsidiaries and affiliates (the "IAC Group");
WHEREAS, due to the Executive's knowledge and expertise, IAC wishes to have the
cooperation of, and access to, the Executive;
WHEREAS, IAC and the Executive have mutually agreed that the Executive shall
serve IAC on the terms and subject to the conditions hereinafter specified; and
WHEREAS, IAC and the Executive are parties to that certain Agreement, dated as
of February 5, 2004 (as amended by Amendment No. 1 thereto, with an effective
date as of August 9, 2005, the "Existing Agreement"), and it is the intention of
the parties to further amend and restate the terms of the Existing Agreement as
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, IAC and the Executive hereby agree as follows:
1.
TERM.
THIS AGREEMENT SHALL COMMENCE ON
THE EFFECTIVE DATE AND SHALL CONTINUE FOR A PERIOD OF ONE (1) YEAR.
THIS
AGREEMENT SHALL AUTOMATICALLY BE RENEWED FOR SUCCESSIVE ONE-YEAR PERIODS IN
PERPETUITY UNLESS ONE PARTY HERETO PROVIDES WRITTEN NOTICE TO THE OTHER, AT
LEAST NINETY (90) DAYS PRIOR TO THE END OF THE THEN CURRENT ONE-YEAR EMPLOYMENT
PERIOD, THAT IT ELECTS NOT TO EXTEND THIS AGREEMENT (ANY SUCH NOTICE, A
"NON-RENEWAL NOTICE").
THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING ON
THE FIRST ANNIVERSARY HEREOF OR, IF THE AGREEMENT IS RENEWED PURSUANT TO THE
PRIOR SENTENCE, THE LAST DAY OF THE LAST ONE-YEAR RENEWAL PERIOD, SHALL BE
REFERRED TO HEREINAFTER AS THE "TERM".
2.
DUTIES.
DURING THE TERM, THE EXECUTIVE
SHALL RENDER THE SERVICES DESCRIBED HEREIN TO IAC, ON THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT.
THE EXECUTIVE'S DUTIES SHALL CONSIST OF HIGH-LEVEL
ACTIVITIES CONSISTENT WITH PAST PRACTICE PRIMARILY INVOLVING MAJOR TRANSACTIONS
AND OVERSIGHT OF IAC GROUP LEGAL, FINANCIAL AND MERGERS & ACQUISITIONS,
PARTICIPATION IN OFFICE OF THE CHAIRMAN MEETINGS (IN PERSON OR OTHERWISE) AND
PROVIDING ADVICE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER.
EXECUTIVE SHALL
CONTINUE TO SERVE AS VICE-CHAIRMAN OF IAC DURING THE TERM.
DURING THE TERM,
EXECUTIVE SHALL DEVOTE SUCH TIME, ATTENTION AND EFFORTS AS SHALL BE NECESSARY TO
FULFILL HIS DUTIES AND RESPONSIBILITIES HEREUNDER (AS REASONABLY REQUESTED OR
DETERMINED BY THE CHAIRMAN OF IAC).
IAC ACKNOWLEDGES THAT EXECUTIVE ALSO SERVES
(AND CURRENTLY INTENDS TO CONTINUE TO SERVE) AS VICE CHAIRMAN OF EXPEDIA, INC.
("EXPEDIA") AND TICKETMASTER ENTERTAINMENT INC. (AND ANY SUCCESSOR THERETO,
"TICKETMASTER").
EXECUTIVE AGREES THAT THE EXECUTIVE'S DUTIES TO THE IAC GROUP
SHALL BE THE EXECUTIVE'S FIRST PRIORITY AMONG HIS BUSINESS ACTIVITIES.
NEITHER
ANY OF THE ACTIVITIES UNDERTAKEN BY EXECUTIVE OF BEHALF OF EXPEDIA
NOR TICKETMASTER, AS AND IF APPLICABLE, SHALL BE DEEMED COMPETITIVE WITH THE IAC
GROUP.
IN ALL CASES, THE REMAINDER OF THE EXECUTIVE'S