ServiceMagic 2013 Annual Report Download - page 141

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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 2013 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
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. 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
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 2013 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 2013 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).
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