EFTA01378043.pdf

vest on May 3 2016, abject to connnued employment No other named executive held any IAC RSUs on December 31. 2014. (2) In connectco with Mr Batts employment arrangement for his role as Chairman of The Match Group. an aggregate of 352.037 IAC stock options granted to Mr Blatt m May 2013 were canceled and replaced web Match stock options. The Princeton Review stock appreciator, rights and Dai!yawn stock appreciation rights, which awards have exercise vices equal to the has market value on the grant date. The table above excludes The Pnnceton Review and DatlyEkr n stock appreciation rights One-third of each of these awards vested on December 18. 2014. and 121 Table of Contents another one.third will vest on each cf December 16 2015 and 2016 platect to continued employment The Match Croce The Pnnceton Review and DailyElurn awards Vonide for (i) 9v acceter$Ion of vesting oPOn the earlier of a change in control of the *suer <re such award o' a change in control of IAC at a time Wring which the ,ssuer G Me award is a =toned subscsary or IAC, (ii) tne acceleration of vestrg of any awards that wecld have vested during the helve months fdlotorg trie date of ins inrourtary termination or employment, and (iii) an 18-month period to exercise all vested coons td owing the date of his involuntary termonaton of employment Pro, to this offenng, the Match stock °mons and The Princeton Review and Dailyarn stock appreciation righ.ts are sent** in shares of IAC common stock Upon completion of this offering. the Match stock options will be exercisable for shares of our common stock, and The Princeton Review stock Depredation rights will be sealable. at IAC's electron in shares of IAC common stock or in shares of our convnon stock. See "Managements Elects...on and analysis of financial condition and results of operations—Critical accounting policies—Stock-based compensation." (3) These Match °Moos vest in two equal installments on December 18, 2015 and 2016, subset to continued employment (4) These Match options vest on December 31 2015, mtkect to contsued employment (5) These Match options vest in two equal installments on December 31, 2015 and 2016. subsect to continued employment (6) These IAC options vested on June 8. 2015 (7) These !AC °Many/sled/west in two equal entailments on February 2. 2015 and 2016, sutkect to continued employment (8) These IAC options vest in two equal installments on October 3, 2015 and 2016 sulks-et to continued employment Compensatory Arrangements of Chief Financial Officer On September 8, 2015, we appointed Gary Swidler as our Chief Financial Officer. In connection with his employment. Mr. Swidler will be eligible to receive an annual base salary (currently 5500,000), discretionary annual cash bonuses with a target of 5700.000 per annum (and he will receive a guaranteed bonus of no less than 5700,000 for 2015), equity awards and such other employee benefits as may be reasonably determined by the compensation committee of our board of directors. In addition. Mr. Svridler received a grant of: (i) 43.00D Match stock options with an exercise price equal to the fair market value of a share of our common stock on the date of grant, and vesting in four equal annual installments on the first, second, third and fourth anniversaries of the grant date: and (ii) 3.583 Match restricted stock units, vesting in 3 equal installments on the first, second and third anniversaries of the grant date. The number and, in the case of the Match stock opbons, the exercise price of these awards will be adjusted to give effect to the recapitalization of our equity that will occur prior to completion of this offering, and the distributions to be made by us to IAC. Comp t ion risk assessment In connection with this offering, our board of directors has reviewed the potential risks associated with the structure and design of our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our board of directors has concluded that our compensation plans and programs operate within our larger corporate govemance and review structure that serves and supports risk mitigation and discourages excessive or unnecessary risk-taking behavior. 2015 Stock and Annual Incentive Plan Prior to the completion of this offering. Match expects to adopt a stock and annual incentive plan which will be effective upon completion of the IPO and will have terms substantially as set forth below. Overview The purpose of the Match Group. Inc 2015 Stock and Annual Incentive Plan, or the 2015 Plan, is to give the Company a competitive advantage in attracting. retaining and motwating officers and employees and to provide them with incentives that are directly linked to the future growth and profitability of Match Group and its businesses 122 Table of Contents The 2015 Plan will replace the Amended and Restated 2009 Match.com, Inc. Equity Incentive Program and the Amended and Restated Match Group, Inc. 2014 Incentive Plan. which we refer to as the Prior Plans. and the Prior Plans will be automatically terminated and replaced and superseded by the 2015 Plan. Any awards granted under the Prior Plans, which we refer to as Prior Plan Awards will remain in effect pursuant to their terms under the 2015 Plan. The 2015 Plan also will cover any awards relating to IAC common stock that may be converted into awards relating to our common stock in the event that Match Group is spun off from IAC. For purposes of this summary, we refer to these awards as "Adjusted Awards" Summary of terms of the 2015 Plan vmw scc.gov edger datM157518911(X1104746915006434 12226458n-1alant111/9/2013 9:27:17 Alf CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075203 CONFIDENTIAL SONY GM_00221387 EFTA01378043