IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors

IAC/InterActiveCorp

Deferred Compensation Plan for Non-Employee Directors

1.             PURPOSE .  The purpose of the IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors (the “ Plan ”) is to provide non-employee directors of IAC/InterActiveCorp (or any successor thereto) (the “ Company ”) with an opportunity to defer Director Fees (as defined in paragraph 4(b) below).

2.             EFFECTIVE DATE .  The Plan became effective on May 30, 2007.

3.             ELIGIBILITY .  Any member of the Board of Directors of the Company (the “ Board ”) who is not an employee of the Company or of any subsidiary or affiliate of the Company is eligible to participate in the Plan.

4.             ELECTION TO DEFER COMPENSATION .

(a)           Time of Eligibility .  An election to defer Director Fees by a newly elected director shall be made by such director within the 30-day period following his or her election to the Board, which election shall only apply to Director Fees earned for services performed after the date of such election.  A director who has either (i) not previously elected to defer Director Fees or (ii) discontinued (or wishes to modify) a prior election to defer Director Fees may elect to defer Director Fees (or modify an existing deferral election) by giving written notice to the Company on or prior to November 1 of each year (or such other date as may be determined from time to time by the Secretary of the Company in accordance with paragraph 10 of the Plan and in compliance with applicable law).  Any such election shall only apply to Director Fees earned for services performed during the calendar year following such written notice.  The effectiveness of a given election shall continue until the participant’s Separation from Service, as defined in Section 14 of the Plan, or until the end of the calendar year during which the participant gives the Company written notice of its discontinuance or modification, whichever shall occur first.  Any notice of discontinuance or modification shall operate prospectively from the first day of the calendar year following the receipt of such written notice by the Secretary of the Company, and Director Fees payable during any subsequent calendar year shall either be paid (absent any timely future deferral election) or deferred in accordance with the terms of the discontinuance or modified election, as applicable; provided, however, that Director Fees theretofore deferred shall continue to be withheld and shall be paid in accordance with the notice of election pursuant to which they were withheld.  All written notices regarding deferral elections and/or the discontinuance or modification of prior deferral elections shall be made on a form prescribed by the Company.

(b)           Amount of Deferral .  A participant may elect to defer receipt of all or a specified portion of the cash fees receivable by such participant for services performed as a director of the Company (which amounts shall include fees for services as a member of one or more Committee(s) of the Board and meeting attendance fees, if any (among other fees), as and if applicable from time to time) that are otherwise payable to the participant in cash (the “ Director Fees ”).

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(c)           Manner of Electing Deferral .  A participant shall elect to defer Director Fees by giving written notice to the Company in a form prescribed by the Company.  Such notice shall include:

(i)            the percentage or amount of Director Fees to be deferred (the “ Deferred Fees ”);

(ii)           the allocation of the Deferred Fees between the “ Cash Fund ” or “ Share Units ;” and

(iii)          in the case of a participant’s initial election only, an election of a lump-sum payment or of a number of annual installments (not to exceed five) for the payment of the Deferred Fees (plus the amounts (if any) credited under Section 5), with such lump-sum payment or the first installment payment occurring on the later of (A) the calendar year following the calendar year in which the participant’s Separation from Service occurs (but not earlier than January 15 th  of such year) or (B) the first day of the seventh month following the date on which the participant’s Separation from Service occurs (and otherwise in compliance with applicable law), with any successive annual installment payments to be made not earlier than January 15 th  of each such year.  Any payment election made by a participant in connection with his or her initial election to participate in the Plan shall apply to all Deferred Fees, whether covered by the initial deferral election or a subsequent deferral election; provided , however , that this paragraph 4(c)(iii) shall not preclude subsequent modifications to the payment election described immediately above that are made in connection with a participant’s Separation from Service and in compliance with paragraph (d) below.

(d)           Change in Deferral .  A participant may change his or her payment election in accordance with the following requirements:

(i)            Subject to clauses (ii) and (iii) of this paragraph (d), such election may not take effect until the twelve (12) month anniversary of the date the election is made and filed with the Secretary of the Company using a form prescribed by the Company;

(ii)           Such lump-sum payment or the first installment payment  shall not be made less than five (5) years after the date that the participant’s Deferred Fees (plus the amounts (if any) credited under Section 5) would have been paid pursuant to paragraph (c)(iii) above (or such later year if a prior modification was made pursuant to this paragraph); and

(iii)          Any new election shall not be effective unless made at least twelve (12) months prior to the year in which the payment of the Deferred Fees (plus the amounts (if any) credited under Section 5) would otherwise commence.

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5.             DEFERRED COMPENSATION ACCOUNT .  The Company shall establish a book-entry account for each participant to record the participant’s Deferred Fees (the “ Account ”).

(a)           For Deferred Fees allocated by the participant to the Cash Fund:

(i)            at the time the Director Fees would otherwise have been payable, the Account will be credited with the amount of the Deferred Fees, receipt of which the participant has elected to defer, and

(ii)           at the end of each calendar year or terminal portion of a year, the Account will be credited with deemed interest, at an annual rate equivalent to the weighted average prime or base lending rate of JP Morgan Chase Bank (including any successor thereto or such other financial institution that may be selected from time to time by the Secretary of the Company in accordance with paragraph 10 of the Plan and in accordance with applicable law) for the relevant year or portion thereof (the “ Interest Equivalents ”), upon the average daily balance in the Account during such year or portion thereof.

(b)           For  Deferred Fees allocated by the participant to Share Units:

(i)            at the time the Director Fees would otherwise have been payable, (A) the Account will be credited with the amount of the Deferred Fees, receipt of which the participant has elected to defer and (B) such amount of Deferred Fees shall be converted on such date in book entry to a number of “Share Units” (computed to the nearest 1/1000 of a share) equal to the number of shares of common stock, par value $.001 per share (“ Common Stock ”), of the Company that could have been purchased on such date with such amount of Deferred Fees, using the closing price for the Common Stock on such date (or, if such date is not a tra