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FORM OF IAC/INTERACTIVECORP RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of the award date (the "Award Date") designated on the Summary of Award referenced
below, between IAC/InterActiveCorp, a Delaware corporation (the "Corporation"), and the employee of the Corporation or one
of its businesses (the "Employee") designated as receiving an award of restricted stock units (the "Restricted Stock Units") by
the Compensation/Benefits Committee of the Board of Directors of the Corporation (or such other Committee as the Board may
from time to time designate) (the "Committee").
All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation's 2005
Stock and Annual Incentive Plan (the "Plan").
1. Award and Vesting of Restricted Stock Units
(a) Subject to the provisions of this Agreement and to the provisions of the Plan, the Corporation hereby grants
Restricted Stock Units to the Employee pursuant to Section 7 of the Plan. Reference is made to the "Summary of Award" that
can be found on the Smith Barney Benefit Access System at www.benefitaccess.com . Your Summary of Award, which sets
forth the number of Restricted Stock Units granted to you by the Corporation and the Award Date (among other information), is
hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement.
(b) Subject to the terms and conditions of this Agreement, the provisions of the Plan [and subject to the satisfaction of
performance goals approved by the Committee on [DATE]], the Restricted Stock Units shall vest and no longer be subject to
any restriction (such period during which restrictions apply is the "Restriction Period"):
(c) Notwithstanding the provisions of Paragraph 1(b), in the event the Employee incurs a Termination of Employment by
the Corporation for Cause, or the Employee voluntarily