2007 IAC/InterActiveCorp Deferred
Compensation Plan for Non-Employee Directors
Amended and Restated as of December 17, 2008
Deferred Compensation Plan for Non-Employee Directors
1. PURPOSE . The purpose of the IAC/InterActiveCorp Deferred Compensation Plan for
Non-Employee Directors (the “ Plan ”) is to provide non-employee directors of IAC/InterActiveCorp (or any
successor thereto) (the “ Company ”) with an opportunity to defer Director Fees (as defined in paragraph 4(b)
2. EFFECTIVE DATE . The Plan became effective on May 30, 2007.
3. ELIGIBILITY . Any member of the Board of Directors of the Company (the “ Board ”) who
is not an employee of the Company or of any subsidiary or affiliate of the Company is eligible to participate in the
4. ELECTION TO DEFER COMPENSATION .
(a) Time of Eligibility . An election to defer Director Fees by a newly elected director shall
be made by such director within the 30-day period following his or her election to the Board, which
election shall only apply to Director Fees earned for services performed after the date of such election.
A director who has either (i) not previously elected to defer Director Fees or (ii) discontinued (or wishes
to modify) a prior election to defer Director Fees may elect to defer Director Fees (or modify an existing
deferral election) by giving written notice to the Company on or prior to November 1 of each year (or
such other date as may be determined from time to time by the Secretary of the Company in accordance
with paragraph 10 of the Plan and in compliance with applicable law). Any such election shall only apply
to Director Fees earned for services performed during the calendar year following such written notice.
The effectiveness of a given election shall continue until the participant’s Separation from Service, as
defined in Section 14 of the Plan, or until th