ServiceMagic 2012 Annual Report Download - page 249

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.
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