ServiceMagic 2009 Annual Report Download - page 124

Item 9B. Other Information
On February 26, 2010, the Company entered into (i) an amended and restated employment agreement with Victor A. Kaufman, Vice
Chairman of IAC, and (ii) a new employment agreement with Gregg Winiarski, Senior Vice President, General Counsel and Secretary of IAC.
Term. Both agreements have a scheduled term of one year from the effective date of such agreement and provide for automatic renewal
for successive one year terms absent written notice for IAC or the executive ninety (90) days prior to the expiration of the then current term.
Compensation.
During the term, Messrs. Kaufman and Winiarski will be eligible to receive an annual base salary (currently $650,000 and
$375,000, respectively), annual cash bonuses, equity awards and other employee benefits to be reasonably determined by the Compensation and
Human Resources Committee of the IAC Board of Directors and, in the case of Mr. Kaufman, following consultation with IAC's CEO and
Chairman.
Severance. Upon a termination of employment by IAC without "cause" (and other than by reason of death or disability), the executive's
resignation for "good reason" or the timely delivery of a non-renewal notice by IAC (a "Qualifying Termination"), subject to the execution and
non-revocation of a release (and, in the case of Mr. Winiarski, compliance with the restrictive covenants set forth below), (i) all IAC equity
awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by the
executive that would have otherwise vested during the one-year period following such Qualifying Termination shall vest as of the date of such
Qualifying Termination and (ii) all vested and outstanding IAC stock options held by the executive as of the date of such Qualifying Termination
(including any stock options that vested pursuant to the acceleration rights described above), shall remain outstanding and exercisable for
eighteen (18) months from the date of such Qualifying Termination. In addition, in the case of a Qualifying Termination involving
Mr. Winiarski, IAC will continue to pay Mr. Winiarski his annual base salary for one (1) year following such Qualifying Termination.
Restrictive Covenants. Pursuant to his agreement, Mr. Winiarski is bound by a covenant not to compete with IAC's businesses during the
term of his employment and for twelve (12) months after a Qualfying Termination and covenants not to solicit IAC's employees or business
partners during the term of his employment and for eighteen (18) months after a Qualfying Termination. In addition, Mr. Winiarski agreed not to
use or disclose any confidential information of IAC or its affiliates.
PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated herein by reference to IAC's definitive Proxy
Statement to be used in connection with its 2010 Annual Meeting of Stockholders, or the 2010 Proxy Statement, as set forth below, in
accordance with General Instruction G(3) of Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to directors and executive officers of IAC and their compliance with Section 16(a) of the Exchange Act is set forth in
the sections entitled "Election of Directors" and "Information Concerning Named Executives Who Are Not Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," respectively, in the 2010 Proxy Statement and is incorporated herein by reference. The
information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled "Corporate
Governance" and "The Board and Board Committees" in the 2010 Proxy Statement and is incorporated herein by reference.
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