Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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3: EX-10.7 Material Contract HTML 42K
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11: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
12: EX-32.3 Certification -- §906 - SOA'02 HTML 30K
78: R1 Document and Entity Information HTML 56K
63: R2 Consolidated Balance Sheet HTML 156K
74: R3 Consolidated Balance Sheet (Parenthetical) HTML 46K
82: R4 Consolidated Statement of Operations HTML 145K
104: R5 Consolidated Statement of Comprehensive Income HTML 65K
65: R6 Consolidated Statement of Comprehensive Income HTML 36K
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73: R7 Consolidated Statement of Shareholders' Equity HTML 139K
57: R8 Consolidated Statement of Cash Flows HTML 184K
47: R9 Organization HTML 37K
106: R10 Summary of Significant Accounting Policies HTML 92K
84: R11 Consolidated Financial Statement Details HTML 132K
83: R12 Income Taxes HTML 167K
90: R13 Business Combinations HTML 71K
91: R14 Goodwill and Intangible Assets HTML 184K
88: R15 Marketable Securities HTML 97K
92: R16 Long-Term Investments HTML 72K
75: R17 Fair Value Measurements HTML 141K
79: R18 Financial Instruments HTML 53K
86: R19 Long-Term Debt HTML 56K
114: R20 Shareholders' Equity HTML 61K
100: R21 Earnings Per Share HTML 98K
69: R22 Stock-Based Compensation HTML 141K
85: R23 Segment Information HTML 307K
71: R24 Commitments HTML 55K
38: R25 Contingencies HTML 36K
101: R26 Supplemental Cash Flow Information HTML 46K
110: R27 Related Party Transactions HTML 37K
52: R28 Benefit Plans HTML 33K
51: R29 Quarterly Results (Unaudited) HTML 110K
55: R30 Schedule II - VALUATION AND QUALIFYING ACCOUNTS HTML 90K
56: R31 Summary of Significant Accounting Policies HTML 176K
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58: R32 Summary of Significant Accounting Policies HTML 41K
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26: R33 Consolidated Financial Statement Details (Tables) HTML 148K
98: R34 Income Taxes (Tables) HTML 150K
67: R35 Business Combinations (Tables) HTML 62K
70: R36 Goodwill and Intangible Assets (Tables) HTML 180K
42: R37 Marketable Securities (Tables) HTML 103K
113: R38 Long-Term Investments (Tables) HTML 62K
19: R39 Fair Value Measurements (Tables) HTML 131K
60: R40 Financial Instruments (Tables) HTML 58K
103: R41 Long-Term Debt (Tables) HTML 60K
40: R42 Shareholders' Equity (Tables) HTML 37K
50: R43 Earnings Per Share (Tables) HTML 96K
54: R44 Stock-Based Compensation (Tables) HTML 126K
64: R45 Segment Information (Tables) HTML 319K
25: R46 Commitments (Tables) HTML 52K
46: R47 Supplemental Cash Flow Information (Tables) HTML 40K
21: R48 Quarterly Results (Unaudited) (Tables) HTML 108K
102: R49 Organization (Details) HTML 39K
39: R50 Summary of Significant Accounting Policies HTML 37K
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99: R51 Summary of Significant Accounting Policies HTML 46K
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43: R52 Summary of Significant Accounting Policies HTML 60K
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61: R53 Summary of Significant Accounting Policies HTML 35K
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20: R54 Consolidated Financial Statement Details (Details) HTML 101K
23: R55 Consolidated Financial Statement Details (Details HTML 68K
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53: R56 Consolidated Financial Statement Details (Details HTML 54K
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30: R57 Income Taxes (Details) HTML 161K
107: R58 Income Taxes (Details 2) HTML 51K
66: R59 Income Taxes (Details 3) HTML 141K
89: R60 Business Combinations (Details) HTML 77K
45: R61 Business Combinations (Details2) HTML 44K
48: R62 Business Combinations (Details3) HTML 66K
96: R63 Goodwill and Intangible Assets (Details) HTML 66K
93: R64 Goodwill and Intangible Assets (Details2) HTML 74K
68: R65 Goodwill and Intangible Assets (Details3) HTML 71K
95: R66 Marketable Securities (Details) HTML 75K
44: R67 Marketable Securities (Details 2) HTML 55K
72: R68 Long-Term Investments (Details) HTML 33K
109: R69 Long-Term Investments (Details2) HTML 65K
22: R70 Long-Term Investments (Details3) HTML 67K
37: R71 Fair Value Measurements (Details) HTML 88K
62: R72 Fair Value Measurements (Details 2) HTML 70K
28: R73 Financial Instruments (Details) HTML 59K
112: R74 Long-Term Debt (Details) HTML 70K
41: R75 Shareholders' Equity (Details) HTML 57K
31: R76 Shareholders' Equity (Details 2) HTML 38K
36: R77 Shareholders' Equity (Details 3) HTML 40K
24: R78 Earnings Per Share (Details) HTML 119K
27: R79 Earnings Per Share (Details 2) HTML 42K
80: R80 Stock-Based Compensation (Details) HTML 141K
33: R81 Stock-Based Compensation (Details 2) HTML 73K
108: R82 Stock-Based Compensation (Details 3) HTML 80K
59: R83 Segment Information (Details) HTML 163K
87: R84 Segment Information (Details 2) HTML 43K
94: R85 Commitments (Details) HTML 62K
32: R86 Commitments (Details 2) HTML 45K
35: R87 Contingencies (Details) HTML 29K
105: R88 Supplemental Cash Flow Information (Details) HTML 55K
29: R89 Related Party Transactions (Details) HTML 31K
81: R90 Benefit Plans (Details) HTML 38K
77: R91 Quarterly Results (Unaudited) (Details) HTML 83K
97: R92 Quarterly Results (Unaudited) (Details2) HTML 38K
76: R93 Schedule II - VALUATION AND QUALIFYING ACCOUNTS HTML 44K
(Details)
111: XML IDEA XML File -- Filing Summary XML 171K
49: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.50M
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Terms and Conditions for Restricted Stock Unit Awards
Overview
These Terms and Conditions apply to your award of restricted stock units (the “Award”) granted pursuant to Section 7 of the IAC/InterActiveCorp Amended and Restated 2008 Stock and Annual Incentive Plan (the “2008 Plan”). You were notified of your Award by way of an award notice (the “Award Notice”).
ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN 2008 PLAN.
Continuous Service
In order for your Award to vest,
you must be continuously employed by IAC or any of its Subsidiaries or Affiliates during the Restriction Period (as defined below). Nothing in your Award Notice, these Terms and Conditions or the 2008 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.
Vesting
Subject to these Terms and Conditions and the 2008 Plan, the restricted stock units (“RSUs”) in respect of your Award shall vest and no longer be subject to any restriction (such period
during which such restriction applies is the “Restriction Period”) as specified in your Award Notice.
Termination of Employment
Except as set forth in your Award Notice, employment agreement (if applicable) or below, upon any termination of your employment with IAC or any of its Subsidiaries or Affiliates during the Restriction Period for any reason (including, for the avoidance of doubt, due to your death or Disability) any unvested portion of your Award shall be forfeited and canceled in its entirety effective immediately upon such event.
If (i) your employment is terminated for Cause or if you resign in anticipation of being terminated for Cause or (ii) if following any termination of your employment for any reason,
IAC becomes aware that during the two (2) years prior to such termination of employment there was an event or circumstance that constituted fraud (financial or otherwise) or would have been grounds for termination for Cause that caused or is reasonably likely to cause meaningful damage (economic, reputational or otherwise) to IAC and/or any of its Affiliates (the “Underlying Event”) (and which would not have been curable upon notice), then (a) your Award (whether or not vested) shall be forfeited and canceled in its entirety and (b) if your Award vested after the Underlying Event, then IAC shall be entitled to recover from you at any time within two (2) years after such vesting, and you shall pay over to IAC, any amounts realized as a result of such vesting. This remedy shall be without prejudice to, or waiver of, any other remedies IAC and/or its Subsidiaries and/or its
Affiliates may have in such event.
Settlement
Subject to your satisfaction of the tax obligations described immediately below under “Taxes and Withholding,” as soon as practicable after any RSUs in respect of your Award have vested and are no longer subject to the Restriction Period, such RSUs shall be settled. For each RSU settled, IAC shall (i) if you are employed within the United States, issue one share of Common Stock for each RSU vesting or (ii) if you are employed outside the United States, pay, or cause to be paid, to you an amount of cash equal to the Fair Market Value of one share of Common Stock for each RSU vesting. Notwithstanding the foregoing, IAC shall be entitled to hold the shares or cash issuable to you upon settlement of all RSUs that have vested until IAC or the
agent selected by IAC to administer the 2008 Plan (the “Agent”) has received from you (i) a duly executed Form W-9 or W-8, as applicable or (ii) payment for any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such RSUs.
Taxes and Withholding
No later than the date as of which an amount in respect of any RSUs first becomes includible in your gross income for federal, state, local or foreign income or employment or other tax purposes, IAC or its Subsidiaries and/or Affiliates shall, unless prohibited by law, have the right to deduct any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount due to you, including deducting such amount from the delivery of shares or cash issued upon settlement
of the RSUs that gives rise to the withholding requirement. In the event shares are deducted to cover tax withholdings, the number of shares withheld shall generally have a Fair Market Value equal to the aggregate amount of IAC’s withholding obligation. If the event that any such deduction and/or withholding is prohibited by law, you shall, prior to or contemporaneously with the vesting or your RSUs, pay to IAC, or make arrangements satisfactory to IAC regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.
Adjustment in the Event of Change in Stock; Change in Control
Adjustment in the Event of Change in Stock. In the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other
property, share combination, or recapitalization or similar event affecting the capital structure of IAC (each, a “Share Change”), the Committee or the Board shall, in its sole discretion, make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs underlying your Award and the number and kind of shares of Common Stock underlying such RSUs. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, Disaffiliation, or similar event affecting IAC or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may, in its sole discretion, make such substitutions or adjustments as it deems appropriate and equitable to the number of RSUs underlying your Award and the number and kind of
shares of Common Stock underlying such RSUs. The determination of the Committee regarding any such adjustments will be final and conclusive and need not be the same for all RSU award recipients.
Change in Control. “Change in Control” is defined as set forth in the Plan, except that all references to Liberty Media Corporation and its Affiliates shall be deleted. The vesting of your Award will not be accelerated upon a Change in Control of IAC. However, in the event that you cease to be employed within the two (2) year period following a Change in Control of IAC as a result of (i) a termination without Cause or (ii) your resignation for Good Reason, then 100% of your Award shall vest in one lump sum installment
as of the date of such event. The Disaffiliation of the business or subsidiary of IAC by which you are employed or for which you are performing services at the time of such sale or other disposition by IAC shall be considered a Termination of Employment (not a Change in Control of IAC) and shall be governed by the applicable provisions of the 2008 Plan and the provision set forth under the caption “Termination of Employment” above; provided, however, that the Committee or the Board may deem it appropriate to make an equitable adjustment to the number of RSUs and the number and kind of shares of Common Stock underlying the RSUs underlying your Award.
Non-Transferability of the RSUs
Until such
time as your RSUs are ultimately settled, they shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.
No Rights as a Stockholder
Except as otherwise specifically provided in the 2008 Plan, unless and until your RSUs are settled, you shall not be entitled to any rights of a stockholder with respect to the RSUs (including the right to vote the shares underlying your RSUs and the right to receive dividends).
Other Restrictions
The RSUs shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or
(ii) the consent or approval of any government regulatory body, is necessary or desirable as a condition of (or in connection with) the delivery of shares, then in any such event, the award of RSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
Conflicts and Interpretation
In the event of any conflict between these Terms and Conditions and the 2008 Plan, the 2008 Plan shall control; provided, that an action or provision that is permissive under the terms of the 2008 Plan, and required under these Terms and Conditions, shall not be deemed a conflict and these Terms and Conditions shall control. In the event of any ambiguity in these Terms and Conditions, or any matters as to which these Terms and Conditions are silent, the 2008 Plan shall govern
including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the 2008 Plan, (ii) prescribe, amend and rescind rules and regulations relating to the 2008 Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the 2008 Plan. In the event of any conflict between your Award Notice (or any other information posted on IAC’s extranet or given to you directly or indirectly through the Agent (including information posted on www.benefitaccess.com)) and IAC’s books and records, or (ii) ambiguity in the Award Notice (or any other information posted on IAC’s extranet or given to you directly or indirectly through
the Agent (including information posted on www.benefitaccess.com)), IAC’s books and records shall control.
Amendment
IAC may modify, amend or waive the terms of your RSUs, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair your rights without your consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules.
Data Protection
The acceptance of your RSUs constitutes your authorization of the release from time to time to IAC or any of its Subsidiaries
or Affiliates and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable for the administration of your RSUs and/or the 2008 Plan (the “Relevant Information”). Without limiting the above, this authorization permits your employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be useful or necessary for the purposes of the administration of your RSUs and/or the 2008 Plan and/or to implement or structure any further grants of equity awards (if any)). The acceptance of your RSUs also constitutes your authorization of the transfer of the Relevant Information to any jurisdiction in which IAC, your employing company or the Agent considers appropriate. You shall have access to, and the right to change, the Relevant Information, which
will only be used in accordance with applicable law.
Section 409A of the Code
Your Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). Accordingly, if any amounts or benefits payable in respect of your Award are (i) payable upon a termination of employment and (ii) if you are a “Specified Employee” (as defined under Section 409A) as of the date of your termination of employment, then such amounts or benefits (if any) shall be paid or provided to you in a single lump sum on the earlier of (i) the first day of the seventh month following your termination of employment or (ii) your death.
In no event shall
IAC be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Award.
