AMENDMENT NUMBER 1
DATED AS OF OCTOBER 9, 2002
BETWEEN TOM MCINERNEY
This Amendment (this “ Amendment ”) is entered into as of November 15, 2004 (the “
Amendment Effective Date ”) by and between Tom McInerney (the “ Executive ”) and IAC/InterActiveCorp (the
“ Company ”) with regard to that certain Employment Agreement, dated as of October 9, 2002, between the
Executive and the Company (the “ Agreement ”). All capitalized terms used herein without definition will have the
meaning given them in the Agreement.
WHEREAS, Executive and the Company have agreed that Executive will assume a new role
within the Company and its affiliates; and
WHEREAS, it is the intention of the parties to amend the terms of the Agreement as a result of
NOW, THEREFORE, the parties agree that, as of a time to be designated by the Company
upon reasonable notice to Executive, the following amendments to the Agreement shall become effective:
1. The first two sentences of Section 1A of the Agreement are hereby deleted and replaced in their entirety
with the following:
The Company agrees to employ Executive as Executive Vice President, Chief Financial Officer and
Executive accepts and agrees to such employment. Executive will have such responsibilities as are
reasonably assigned by the Reporting Officer (defined below), consistent with his role as CFO of the
Company (the “Responsibilities”).
2. The words “and HSN’s offices in St. Petersburg, Florida” shall be deleted from the final sentence of
Section 1A of the Agreement.
3. In Section 3A(a) of the Agreement, “$450,000” shall be deleted and “$550,000” shall be inserted in its
4. The words “(including reasonable costs of commercial air travel incurred in commuting on a regular