Terms of Employment

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Exhibit 10.1

EXECUTION COPY

Terms of Employment

        Set forth below are the terms of a legally binding term sheet (" Term Sheet "), dated February 18, 2009 (" Effective Date "), by and among Gregory R. Blatt (" Executive "), IAC/InterActiveCorp (" IAC ") and Match.com, Inc. (" MatchCo "). Reference is made to the employment agreement, by and between Executive and IAC, dated November 21, 2006, as amended (the " Employment Agreement "). Effective on the Effective Date, terms of the Employment Agreement automatically are amended to reflect the terms of this Term Sheet. If there are inconsistencies between the Employment Agreement and the Term Sheet, the Term Sheet shall prevail.

        I.     Title     

        Effective upon the Effective Date, IAC shall employ Executive, and Executive shall be employed, as (1) Executive Vice President of IAC and as a member of the Office of the Chairman and (2) through and until the third anniversary of the Effective Date (such period, the " MatchCo Term "), the Chief Executive Officer of MatchCo.

        II.     Responsibilities     

        With respect to IAC, Executive shall be responsible for oversight of lAC's legal, human resources and corporate communications functions, as well as general corporate management. During the MatchCo Term, Executive shall have overall responsibility for strategy and operations for MatchCo.

        III.     Term     

        Executive's employment pursuant to this Term Sheet shall commence on the Effective Date and shall continue for a period of three (3) years (the " Initial Term "); provided that, on the third anniversary and each anniversary of the Effective Date thereafter, the employment period shall be extended by one year unless at least ninety (90) days prior to such anniversary, IAC or the Executive delivers a written notice (a " Non-Renewal Notice ") to the other party that the employment period shall not be extended (the Initial Term as so extended, the " Employment Period "). A termination of Executive's employment due to a Non-Renewal Notice from IAC shall constitute a termination of Executive's employment without Cause. If Barry Diller ceases to serve as the senior executive officer of IAC at any point during the MatchCo Term, Executive may unilaterally resign Executive's positions with IAC during the MatchCo Term and continue to serve as Chief Executive Officer of MatchCo during the MatchCo Term; in such event, during the MatchCo Term, (1) Executive ceasing to have duties with IAC shall not constitute a basis for Good Reason or Cause, and (2) the provisions relating to termination of employment with or without Cause by IAC, termination of employment for Good Reason by Executive and voluntary termination of employment by Executive without Good Reason, shall apply, mutatis mutandis , to Executive's employment with MatchCo.

        IV.     Salary     

        During the Employment Period, IAC shall pay to Executive an annual base salary of $650,000. The base salary may be increased from time to time in the discretion of the Compensation and Human Resources Committee (the " Committee ") of the Board of Directors (" Board ") of IAC.

        V.     Bonus     

        During the Employment Period, Executive will be eligible for discretionary annual bonuses based on a combination of IAC corporate performance and MatchCo performance, as determined by the Committee. The size of Executive's overall bonus opportunity shall be consistent with those of other members of the Office of the Chairman. To the extent earned and payable, an annual bonus shall be paid not later than March 15 of the calendar year immediately following the calendar year with respect to which such annual bonus relates.

        VI.     Equity Matters     

        1.     IAC Option Cancellation.     Subject to and upon the approval by IAC's stockholders of the grant of MatchCo Options described in paragraph 2 immediately below, Executive shall forfeit the following options (" IAC Options ") to purchase shares of common stock, $0.001 per share of IAC (" IAC Common Stock ") set forth in the center column of the table below:

        The foregoing forfeiture will be conditioned upon the approval by IAC stockholders of the grant of MatchCo Options described immediately below.

        2.     MatchCo Options Grant.     

        (a)   As of the Effective Date, IAC represents and warrants to Executive as follows: The authorized capital stock of MatchCo on the Effective Date consists of 10,000 shares of common stock, $0.01 par value per share (" MatchCo Common Stock "), of which 9,700 shares of MatchCo Common Stock are issued and outstanding. Other than the MatchCo Options described in paragraph 2(b) below, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require MatchCo to issue, sell, or otherwise cause to become outstanding any of its capital stock. Other than the MatchCo Options described in paragraph 2(b) below, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to MatchCo.

        (b)   MatchCo hereby grants to Executive on the Effective Date the following stock options (the " MatchCo Options ") to purchase shares of MatchCo Common Stock (each MatchCo Option having a ten year term):

        (i)    an option to purchase 150 shares of MatchCo Common Stock with a per share exercise price equal to Fair Market Value on the Effective Date, such option vesting 50% on the two year anniversary of the Effective Date and 50% on the three year anniversary of the Effective Date, subject in each case to Executive's continued employment with IAC through the applicable vesting dates;

        (ii)   an option to purchase 100 shares of MatchCo Common Stock with a per share exercise price equal to 200% of Fair Market Value on the Effective Date, such option vesting 50% on the two year anniversary of the Effective Date and 50% on the three year anniversary of the Effective Date, subject in each case to Executive's continued employment with IAC through the applicable vesting dates; and

        (iii)  an option to purchase 50 shares of MatchCo Common Stock with a per share exercise price equal to Fair Market Value on the Effective Date, such option vesting in the event of (A) a Qualified Public Offering, (B) a MatchCo Change in Control or (C) an IAC Change in Control during such time as MatchCo is a controlled subsidiary of IAC, subject in each case to Executive's continued employment with IAC through the applicable vesting date.

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        (c)   Except as provided under paragraph 6 ("Accelerated Vesting of MatchCo Options") below, Executive immediately shall forfeit any unvested MatchCo Options at such time as Executive is neither Chief Executive Officer of MatchCo nor the IAC corporate executive with primary responsibility for MatchCo.

        (d)   The Compensation Committee has reviewed and approved the valuation prepared by IAC management regarding Fair Market Value on the Effective Date, such Fair Market Value determined in accordance with Section 409A of the Internal Revenue Code, as amended and the regulations promulgated thereunder (the " Code ").

        (e)   The exercisability of MatchCo Options granted pursuant to paragraph 2(b) shall be contingent upon (i) the approval by IAC stockholders of the grant of MatchCo Options and (ii) Executive's forfeiture of the IAC Options described in paragraph 1. In the event that IAC's stockholders do not approve the grant of the MatchCo Options when presented to them for approval, Executive immediately shall forfeit the MatchCo Options.

        3.     MatchCo Option Exercise.     

        (a)   This paragraph 3(a) shall apply during such time as the MatchCo Options relate to common stock that is not publicly traded on a national securities exchange. During the time that any portion of the MatchCo Options are vested and exercisable, Executive shall have the right, exercisable no more than three times, to request in writing that MatchCo provide Executive with MatchCo's determination of the then current Fair Market Value (an " FMV Request "); provided , however , that in no event shall Executive deliver a third FMV Request prior to the third anniversary of the Effective Date, unless either (i) the MatchCo Options have vested in full prior to such time or (ii) Executive has previously forfeited any unvested portion of the MatchCo Options. MatchCo shall provide to Executive its preliminary written determination of the then current Fair Market Value (the " Preliminary FMV Determination ") within fifteen business days of MatchCo's receipt of an FMV Request, such written determination to contain a level of detail and analysis comparable to the detail and analysis used to determine Fair Market Value on the Effective Date and previously provided to Executive. Following delivery of the Preliminary FMV Determination and prior to MatchCo's final determination of Fair Market Value, Executive shall have the right to consult with MatchCo regarding its Preliminary FMV Determination. MatchCo shall provide to Executive its final written determination of the then current Fair Market Value (the " Final FMV Determination ") within twenty business days of MatchCo's receipt of an FMV Request. Within ten days of Executive's receipt of the Final FMV Determination, Executive shall have the right, but not the obligation, to exercise some or all of the vested and exercisable MatchCo Options, by providing written notice of exercise to MatchCo (an " Exercise Notice "); provided , however , that after the third FMV Request, Executive shall be required to exercise all of the vested and exercisable MatchCo Options. In the event that (x) Executive has made fewer than three FMV requests and (y) MatchCo is not a company or a controlled subsidiary of a company with respect to which Barry Diller is Chief Executive Officer, Executive shall have the right, on one occasion only, to require "baseball arbitration" to determine the then current Fair Market Value. Baseball arbitration shall be conducted under the terms generally utilized by IAC with respect to executive compensation arrangements.

        (b)   This paragraph 3(b) shall apply during such time as the MatchCo Options relate to common stock that is not publicly traded on a national securities exchange. Within three business days following Executive's delivery to MatchCo of an Exercise Notice, in full settlement of the number of shares with respect to which the MatchCo Option is exercised, Executive shall be entitled to receive payment in an amount (the " Settlement Amount ") equal to the product of (i) the excess of the Fair Market Value determined in accordance with paragraph 3(a) (the " Exercise Date FMV ") over the per share exercise price of such MatchCo Option (as such amount may be

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adjusted), multiplied by (ii) the number of shares of MatchCo Common Stock with respect to which such MatchCo Option is exercised. During such time as MatchCo is a controlled subsidiary of IAC and the IAC Common Stock is publicly traded on a national securities exchange, payment of the Settlement Amount shall be made, at the election of MatchCo, (x) in a number of shares of IAC Common Stock equal to the quotient of the portion of the Settlement Amount to be settled in shares of IAC Common Stock divided by the Fair Market Value (as defined in the IAC Plan) on the date of delivery of the Exercise Notice; provided that any fractional shares of IAC Common Stock will be settled in cash based on the Fair Market Value (as defined in the IAC Plan), (y) an amount in cash equal to the Settlement Amount or (z) a combination of shares of IAC Common Stock (determined in accordance with clause (x)) and cash. If MatchCo is not a controlled subsidiary of IAC, such payment shall be made in cash. If any portion of the Settlement Amount is satisfied in shares of IAC Common Stock, such shares shall be delivered under the IAC Plan or such successor plan approved by IAC's stockholders.

        (c)   This paragraph 3(c) shall apply during such time as the MatchCo Options relate to common stock that is publicly traded on a national securities exchange. Any portion of Executive's MatchCo Options that is vested and exercisable may be exercised by delivering to MatchCo or the agent selected by MatchCo to administer the MatchCo Options (the " Agent ") a written (including by way of electronic means) notice stating the number of whole shares to be purchased, accompanied by payment of the full purchase price of the shares of MatchCo Common Stock to be purchased. The MatchCo Options may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the MatchCo Option is then exercisable if less than 100). Fractional share interests shall be disregarded except they may be accumulated. The exercise price of the MatchCo Options shall be paid: (i) in cash or by certified check or bank draft payable to the order of MatchCo; (ii) by exchange of shares of unrestricted MatchCo Common Stock already owned by Executive and having an aggregate fair market value equal to the aggregate purchase price (which amount shall be equal to the product of the exercise price multiplied by the number of shares of MatchCo Common Stock in respect of which the MatchCo Option is being exercised); provided , that Executive represents and warrants to MatchCo that Executive holds the shares of MatchCo Common Stock free and clear of liens and encumbrances; (iii) by delivering, along with a properly executed exercise notice to MatchCo, a copy of irrevocable instructions to a broker to deliver promptly to MatchCo the aggregate exercise price and the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by MatchCo; provided , however , that such exercise must be implemented solely under a program or arrangement established and approved by MatchCo with a brokerage firm selected by MatchCo; or (iv) by any other procedure approved by MatchCo's compensation committee, or by a combination of the foregoing. For purposes of this paragraph 3(c), "fair market value" shall mean, the closing price of a share of MatchCo Common Stock on the national securities exchange on which shares of MatchCo Common Stock are traded on the date of measurement, or if shares of MatchCo Common Stock were not traded on such exchange on such measurement date, then on the next preceding date on which shares of MatchCo Common Stock were traded, all as reported by such source as the compensation committee (or similar committee) of the board of directors of MatchCo shall select. No later than the date as of which an amount in respect of any MatchCo Option first becomes includible in Executive's gross income for federal, state, local or foreign income or employment or other tax purposes, Executive shall pay to MatchCo or make arrangements s