ServiceMagic 2013 Annual Report Download - page 142

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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
then in any such event, the award 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 2013 Plan, the 2013 Plan shall control; provided, that an action
or provision that is permissive under the terms of the 2013 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 2013 Plan shall govern including, without limitation, the provisions thereof pursuant to which the
Committee has the power, among others, to: (i) interpret the 2013 Plan, (ii) prescribe, amend and rescind rules and regulations relating to the
2013 Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the 2013 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 2013 Plan (the “Relevant Information”). Without limiting the above, this authorization permits your
personal data that may be useful or necessary for the purposes of the administration of your RSUs and/or the 2013 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.
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