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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 Officers

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Chief Executive Officer

On November21, 2017,IAC/InterActiveCorp (the “Registrant” or “IAC”) and Mr.Joseph Levin, Chief Executive Officer of IAC, entered into an employment agreement (the “Employment Agreement”).

Term. The Employment Agreement has a scheduled term of three years from the effective date (November 21, 2017) and provides for automatic renewals for successive one year terms absent written notice from IAC or Mr.Levin ninety (90)days prior to the expiration of the then current term.

Compensation. The Employment Agreement provides that during the term, Mr.Levin will be eligible to receive an annual base salary (currently $1,000,000), 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.Levin’s employment by IAC without “cause” (and other than by reason of death or disability), Mr.Levin’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 compliance with the restrictive covenants set forth below:

(i) IAC will continue to pay Mr.Levin his annual base salary through the later of (x)the end of the then-current Term and (y)twelve (12) months from the date of such termination or resignation (the longer of (x)and (y), the “Severance Period”);

(ii) all unvested IAC equity awards held by Mr.Levin on the Effective Date (the “Pre-Existing Awards”) that remain outstanding as of the date of the Qualifying Termination and would have otherwise vested during the Severance Period shall vest as of the date of such Qualifying Termination;

(iii) 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.Levin on the date of the Qualifying Termination (other than any awards accelerated to clause (ii) above) and that would have otherwise vested during the twelve (12) month period immediately following the date of such Qualifying Termination shall vest as of the date of such Qualifying Termination; and

(iv) all vested and outstanding IAC stock options held by Mr.Levin as of the date of such Qualifying Termination (including any stock options that vested to the acceleration rights described in (ii)and (iii)above), shall remain outstanding and exercisable for eighteen (18)months from the date of such Qualifying Termination.

In the event of Mr.Levin’s death, (i)IAC shall pay his designated beneficiary Mr.Levin’s base salary through the end of the month in which death occurs and (ii)Mr.Levin’s estate shall be entitled to the rights and benefits described in clauses (iii)and (iv)above; provided that the benefits provided by clause (iii) above shall also be applicable to Pre-Existing Awards.

Restrictive Covenants. to his agreement, Mr.Levin 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.Levin 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.

Item 9.01 Financial Statements and Exhibits.

IAC/INTERACTIVECORP ExhibitEX-10.1 2 a17-27428_1ex10d1.htm EX-10.1 Exhibit 10.1   EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Joseph Levin (“Executive”) and IAC/InterActiveCorp,…To view the full exhibit click here
About IAC/INTERACTIVECORP (NASDAQ:IAC)
IAC/InterActiveCorp (IAC) is a media and Internet company. The Company’s brands and products include HomeAdvisor, Vimeo, About.com, Dictionary.com, The Daily Beast, Investopedia, and Match Group’s online dating portfolio, which includes Match, OkCupid, Tinder and PlentyOfFish. It operates through six segments: Match Group, which includes the dating and non-dating businesses of Match Group, Inc; HomeAdvisor, which includes home services digital marketplace that helps connect consumers with home professionals; Publishing, which consists of Premium Brands business, which includes About.com, Dictionary.com, Investopedia and The Daily Beast, and Ask & Other business; Applications, which consists of Consumer, which includes its direct-to-consumer downloadable desktop applications, including SlimWare, and Apalon; Video, which consists of Vimeo and DailyBurn, as well as Electus, IAC Films, CollegeHumor and Notional, and Other, which consists of PriceRunner.

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