Exhibit 10.7
Form of Terms and Conditions for Growth Share Awards
(effective February 16, 2007)
Overview
These Terms and Conditions apply to Growth Share Awards, which are grants of performance-based
restricted stock units made pursuant to Section 7 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive
Plan (the “Plan”). You were notified of your Growth Share 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.
Continuous Service
Subject to the exceptions discussed under “Termination of Employment,” in order for your Growth Share
Award to vest, you must be continuously employed by IAC or any of its Subsidiaries or Affiliates ( excluding
Expedia, Inc. and its subsidiaries) through the third anniversary of the relevant award date (the “Continuous
Service Requirement”). 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.
Pro Forma Adjusted Earnings Per Share Performance Hurdles
Assuming satisfaction of the Continuous Service Requirement, the actual number of RSUs covered by
your Growth Share Award that will vest is dependent upon the achievement by IAC of certain levels of Pro
Forma Adjusted Earnings Per Share (“PFAEPS”) in a specified year, with the actual number of RSUs vesting
ranging from 0 to 200% of the Target RSU number specified in your Award Notice. [Insert Applicable Exhibit
Reference] to these Terms and Conditions defines PFAEPS, as well as explains how the achievement by IAC of
various levels of PFAEPS performance impacts the number of RSUs that you will ultimately receive (the
“Performance Hurdles”).
Vesting
The vesting date for Growth Share Awards will be the later of (i) the third anniversa