ServiceMagic 2012 Annual Report Download - page 247

Exhibit 10.7
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.