Terms and Conditions for Stock Option Awards
These Terms and Conditions apply to the grant to you by IAC/InterActiveCorp (“IAC” or the
“Company”) pursuant to Section 5 of the IAC/InterActiveCorp 2008 Amended and Restated Stock and Annual
Incentive Plan (the “Plan”) of the right and option (the “Stock Options”) to purchase the number of shares of
common stock of the Company, par value $0.001 per share (the “Common Stock”), set forth in your award
notice (the “Award Notice” and together with these Terms and Conditions, the “Award Agreement”) at the
exercise price per share set forth in the Award Notice. The Stock Option shall be a Nonqualified Option.
Unless earlier terminated pursuant to the terms of your Award Agreement or the Plan, the Stock Options shall
expire on the ten year anniversary of your Award Date (the “Expiration Date”).
All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the plan.
In order for your Stock Options to vest, you must be continuously employed by IAC or one of its
Subsidiaries or Affiliates (excluding, for purposes of the Stock Options, Expedia, Inc. and its subsidiaries) during
the Restriction Period (as defined below). Nothing in this Award Agreement 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.
Subject to this Award Agreement and the Plan, your Stock Options shall vest and become exercisable
(such period prior to vesting is the “Restriction Period”) as follows:
Method of Exercise of the Stock Options and Payment of the Exercise Price
The portion of your Stock Options that is vested may be exercised by delivering to the Company or the
agent selected by IAC to administer the Plan (the “Agent”) a written (including by way of electronic mea