AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered into by and
between Dara Khosrowshahi ("Executive") and USA Networks, Inc., a Delaware corporation (the "Company"),
and is effective July 24, 2000, (the "Effective Date").
WHEREAS, the Company and Executive are parties to an employment agreement dated April 5, 2000 (the
"Prior Employment Agreement").
WHEREAS, the parties now wish to amend and restate the Prior Employment Agreement in its entirety as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the
Company have agreed and do hereby agree as follows:
EMPLOYMENT. The Company agrees to employ Executive as Executive Vice President--Operations and
Strategic Planning, and Executive accepts and agrees to such employment. During Executive's employment with
the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with his position and shall render such services on the terms
set forth herein. During Executive's employment with the Company, Executive shall report directly to the
Company's Chief Executive Officer or, in the Company's discretion, the Company's Chief Executive Officer and
the Company's Vice Chairman (hereinafter collectively referred to as the "Reporting Officer"). Executive shall
have such powers and duties with respect to the Company as may reasonably be assigned to him by the Board of
Directors of the Company or the Reporting Officer, to the extent consistent with his position and status as set
forth above. Executive agrees to devote all of his working time, attention and efforts to the Company and to
perform the duties of his position in accordance with the Company's policies as in effect from time to time.
Executive's principal place of employment shall be the Company's offices in New York City; however,