IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of 2018 Stock and Annual Incentive Plan
(e) As described in Item 5.07 below, at the annual meeting of stockholders of IAC/InterActiveCorp (“IAC” or the “Company”) held on June28, 2018, stockholders approved the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (the “2018 Stock Plan”).
A brief description of the terms of the 2018 Stock Plan appears in Exhibit99.1 hereto and is incorporated herein by reference. This description is qualified in its entirety by reference to the full text of the 2018 Stock Plan, which is filed as Exhibit10.1 hereto and is incorporated herein by reference.
Compensatory Arrangements of Executive Vice President and Chief Strategy Officer
(e) On June28, 2018,IAC and Mark Stein, Executive Vice President and Chief Strategy Officer of the Company, entered into an employment agreement (the “Employment Agreement”). A brief description of the terms of the Employment Agreement appears below. This description is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit10.2 hereto and is incorporated herein by reference. Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the Employment Agreement.
Term. The Employment Agreement has a scheduled term of one year from the effective date (June28, 2018) and provides for automatic renewals for successive one year terms absent written notice from IAC or Mr.Stein ninety (90)days prior to the expiration of the then current term.
Compensation.The Employment Agreement provides that during the term, Mr.Stein will be eligible to receive an annual base salary (currently $550,000), discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Resources Committee of IAC’s Board of Directors.
Severance.Upon a termination of Mr.Stein’s employment by IAC without Cause (and other than by reason of death or Disability), Mr. Stein’s resignation for Good Reason or the timely delivery of a Non-Renewal Notice by IAC (collectively, a “Qualifying Termination”), subject to the execution and non-revocation of a release and compliance with the restrictive covenants set forth below:
(i) IAC will continue to pay Mr.Stein his annual base salary for one (1)year following such Qualifying Termination (the “Severance Period”), subject to offset for amounts earned from other employment during the Severance Period;
(ii) all unvested IAC equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr.Stein that would have otherwise vested during the Severance Period shall vest as of the date of such Qualifying Termination; and
(iii) all vested and outstanding IAC stock options held by Mr.Stein as of the date of such Qualifying Termination (including any stock options that vested to the acceleration rights described in (ii)above), shall remain outstanding and exercisable for eighteen (18)months from the date of such Qualifying Termination.
Restrictive Covenants. to the Employment Agreement, Mr.Stein is bound by a covenant not to compete with IAC and its businesses during the term of his employment and the Severance Period and by covenants not to solicit IAC’s employees or business partners during the term of his employment and for eighteen (18) months after a Qualifying Termination.In addition, Mr.Stein has agreed not to use or disclose any confidential information of IAC or its affiliates and to be bound be customary covenants relating to proprietary rights and the related assignment of such rights.
