EFTA01378041.pdf

Aural Committee. The Audit Committee will function pursuant to a written charter adopted by the board of directors. The Audit Committee will be appointed by the board to assist the board with a variety of matters described in its charter. which include monitoring: (i) the integrity of our financial statements. (ii) the effectiveness of our internal control over financial reporting, (iii) the qualifications and independence of our independent registered public accounting firm, (iv) the performance of our internal 118 Table of Contents audit function and independent registered public accounting firm. (v) our risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) our compliance with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee will maintains free and open communication among itself, ow independent registered public accounting firm, our internal auditors and management. Upon completion of this offering, the Audit Committee will be composed solely of members who satisfy the applicable independence and other requirements of the Marketplace Rules and the SEC for audit committees, and at least one of its members will be an "audit committee financial expert" Compensation Committee. The Compensation Committee will function pursuant to a written charter adopted by the board of directors. The Compensation Committee will be appointed by the board to assist the board with all matters relating to the compensation of our executive officers and will have overall responsibikty for approving and evaluating all compensation plans, policies and programs of the company as they affect our executive officers. The Compensation Committee will have the ability to form and delegate authority to subcommittees, as well as delegate authority to one or more of its members. The Compensation Committee will also have the ability to delegate the authority to make grants of equity based compensation to eligible individuals (other than directors or executive officers) to one or more of our executive officers to the extent allowed under applicable law. Upon completion of this offering, the Compensation Committee will be composed solely of members who satisfy the applicable independence and other requirements of the Marketplace Rules, the SEC and the Internal Revenue Service for compensation committee members. Code of business conduct and ethics Prior to the completion of this offering. our board of directors will adopt a code of business conduct and ethics, or the Code of Ethics, that will apply to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics will be available upon written request to our corporate secretary or on our website, which we currently intend to make available at www.matchgroupinc.com following the completion of this offering. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law, Including by filing a Current Report on Form 8-K. 119 Table of Contents, Executive compensation The following section provides compensation information pursuant to the scaled ctisclosure rules applicable to 'emerging growth companies" under the rules of the SEC, inducing reduced narrative and tabular disclosure obligations regarding executive compensation. Overvlinv This Executive compensation section sets forth certain information regarding total compensation eamed by our named executives for the years set forth below, as well as equity awards held by our named executives on December 31, 2014. Our compensation packages for executive officers primarily consist of salary, annual bonuses, equity awards and, in certain instances, perquisites and other benefits. During the years covered in the tables below, our named executives were granted a mix of equity awards denominated in IAC equity and stock options and stock appreciation rights denominated in the equity of certain IAC subsidiaries, including Match Group, Inc. Information regarding these awards is included below. Summary compensation table Stock Option All other Salary Monts awards awards compensation Tots Name and principal position Year ($) (8)(1) 04(2) ($)(3) (11)(4) (11) 2014 S 500.000 S 500.000 — $ 7.398.118 $ 295.257 S 8.693,375 (:. - •rL ' 2013 5 1.000.000 $ 2,503000 $ 4.000,008 $ 4,016,742 S 199,398 511,718.146 2012 S 1,000,000 S 3,500000 — — s 172,318 S 4,672,318 Sam Vegan 2014 S 500.000 S 600.000 — $3,712.192 5 7,800 5 4.819.992 Chief Execulent Caner 2013 5 500.000 $ 1.100.000 — — $ 7,650 $ 1,607.650 2012 S 460.962 $ 550,000 — $ 5,318,963 5 7,500 $ 6.337425 Jeffrey Davison 2014 S 250,000 $ 175,003 — S 376,598 5 14,754 $ 816,353 Chef Financial Meer 2013 S 226,923 S 225,000 — — S 6,807 S 458,730 2012 S 189.615 5 125,000 — S 445,808 5 2.134 $ 765.567 (1) Arnuai bonuses are dscretonary. The determination of tents amcurts ra based on a ncn.fcrmulac assessment of favors that vary from year to year in determining indmdual annual hones amounts. we consider a tangly of factors regarding the Company's overal performance such as growl, n profrtablily or ochre/mere of strategic objectives by the Company. an ince/alders perfeittente and Centre:Oton to the Company. and general bonus expedatens previously established between tie Company and the executive We oo not quantify the weight oven to any speed.° element or otherwise follow a form-laic calculaton. however, Company performance tends to be the dominant diver of the tatirrete bonus amount For 2014 bonuses. we considered a variety of factors including year-over-year revenue and Attained EBITDA growth levels of cash flow generated from operators. and certain strategic accomplishment. httpI v.muscc.euv:An:hivcs edger date1575189110010474691500843112226.1511^-talent111,9.2015 9:27:17 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075201 CONFIDENTIAL SONY GM_00221385 EFTA01378041