ServiceMagic 2012 Annual Report Download - page 248

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