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.