STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 7, 2005, between IAC/InterActiveCorp, a Delaware
corporation (“IAC” or the “Corporation”), and Barry Diller (the “Optionee”).
W I T N E S S E T H
In consideration of the mutual promises and covenants made herein and the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
1. Grant of Stock Options .
Subject to the provisions of this Agreement, the provisions of the IAC/InterActiveCorp 2005
Stock and Annual Incentive Plan (the “Plan”) and approval of the Plan by the Corporation’s stockholders, the
Corporation hereby grants to the Optionee as of June 7, 2005 (the “Grant Date”) (i) an option to purchase
4,800,000 shares of common stock of the Corporation, par value $.01 per share (“Common Stock”), at the
exercise price of $32.03 per share and (ii) an option to purchase 2,800,000 shares of Common Stock at the
exercise price of $43.12 per share (collectively, the “Stock Options”). The Stock Options shall be Nonqualified
Stock Options. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Options shall expire
on the tenth anniversary of the Grant Date. Capitalized terms not defined herein shall have the meaning set forth
in the Plan.
2. Exercisability of the Stock Options .
The Stock Options shall become vested and exercisable with respect to 100% of the shares of
Common Stock covered thereby on the fifth anniversary of the Grant Date, subject to the Optionee’s continued
employment through such anniversary and Paragraphs 4 and 6 of this Agreement. Upon the Optionee’s
Termination of Employment, the portion of the Stock Options that is not vested as of such date, in accordance
with the foregoing provisions of this Paragraph 2 or the provisions of Paragraphs 4 and 6 of this Agreement, shall
cease vesting and terminate immediately.
3. Method of Exercise of the Stock Options .