Exhibit 10.1
MATCH.COM, INC. EQUITY
PROGRAM
SECTION 1. Definitions
(a)
“Code” means the
Internal Revenue Code of 1986, as amended.
(b)
“Fair Market Value”
means (i) if shares of MatchCo Common Stock are not traded on
a national securities exchange, a reasonable, good faith judgment
of the Administrator (or by such person or party designated by the
Administrator using any reasonable method or procedure, including
arbitration), determined in accordance with Section 409A of
the Code, of the fair market value of a share of MatchCo Common
Stock, taking into account all relevant factors and (ii) if
shares of MatchCo Common Stock are traded on a national securities
exchange, the closing price of a share of MatchCo Common Stock on
such exchange 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
Administrator may select.
(c)
“Grant
Date” means (i) the date on which the Administrator by
resolution selects an individual to receive a grant of an award
under the Program and determines the number of shares of MatchCo
Common Stock to be subject to such award, or (ii) such later
date as the Administrator shall provide in such
resolution.
(d)
“MatchCo” means
Match.com, Inc.
(e)
“MatchCo
Common Stock” means common stock, $0.01 par value of
MatchCo.
(f)
“Program” means
this Match.com, Inc. Equity Program.
SECTION 2. Administration
The Program shall be administered by
the Board of Directors of MatchCo or a duly designated committee of
the Board of Directors of MatchCo (the
“Administrator”). Any determination made by the
Administrator or by an appropriately delegated officer pursuant to
delegated authority under the provisions of the Program with
respect to any award made under the Program shall be made in the
sole discretion of the Administrator or such delegate at the time
of the grant of the award or, unless in contravention of any
express term of the Program, at any time thereafter. All decisions
made by the Administrator or any appropriately delegated officer
pursuant to the provisions of the Program shall be final and
binding on all persons, including MatchCo and any award recipient
under the Program. Notwithstanding anything to the contrary
contained in this Program, determinations under the Program
regarding executive officers of IAC/InterActiveCorp shall also
require approval of the Compensation and Human Resources Committee
of the Board of Directors of IAC/InterActiveCorp.
Section 3. Common Stock Subject to
Program
(a)
Program
Maximums . The maximum number of
shares of MatchCo Common Stock that may be delivered pursuant to
the Program (including the Options with respect to 300 shares of
MatchCo Common Stock granted to Gregory R. Blatt on
February 18, 2009) shall be
