Form of Terms and Conditions for Annual Vesting Awards
(effective February 16, 2007)
These Terms and Conditions apply to Annual Vesting Awards of restricted stock units granted pursuant
to Section 7 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (the “Plan”). You were notified
of your Annual Vesting Award by way of an award notice (the “Award Notice”).
ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL
HAVE THE MEANINGS SET FORTH IN PLAN.
In order for your Annual Vesting Award to vest, you must be continuously employed by IAC or any of
its Subsidiaries or Affiliates ( excluding Expedia, Inc. and its subsidiaries) during the Restriction Period (as
defined below).. Nothing in your Award Notice, these Terms and Conditions or the Plan shall confer upon you
any right to continue in the employ or service of IAC or any of its Subsidiaries or Affiliates or interfere in any way
with their rights to terminate your employment or service at any time.
Subject to the Award Notice, these Terms and Conditions and the Plan, the RSUs in respect of your
Annual Vesting Award shall vest and no longer be subject to any restriction (such period during which restrictions
apply is the “Restriction Period”) as follows:
Termination of Employment
Upon the termination of your employment with IAC or any of its Subsidiaries or Affiliates during the
Restriction Period for any reason, any unvested portion of your Annual Vesting Award shall be forfeited and
canceled in its entirety effective immediately upon such termination of employment.
If your employment is terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if following
any termination of employment between you and IAC or any of its Subsidiaries or Affiliates for any reason IAC
determines that during the two years prior to such
termination there was an event or circumstance that would have be