Common use of Equity Compensation Clause in Contracts

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards awards, held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six twelve (612) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All (i) Subject to the last sentence of this Section 5.5(f)(i), within thirty (30) days following the applicable Transition Date for each Transferred Employee, Purchaser will provide, or cause Holdings to provide, such Transferred Employee with equity-based compensation grants which are of equivalent value (determined by Intrinsic Value (including negative Intrinsic Value of underwater stock options) on the Transition Date) and have the same vesting terms (other than with respect to any performance vesting terms, which shall be deemed to not be in place) as the unvested equity awards, equity-based compensation grants (the “Unvested Grants”) held by such Transferred Employee on the Transition Date and giving effect to any pro rata vesting that occurs in connection with the transactions contemplated by this Agreement and their employment with Purchaser or one of its Affiliates (including, but not limited from and after the Closing, the Conveyed Companies) (such new grants, collectively, the “Converted Equity Awards”); provided, that, if a Transferred Employee is terminated by the Purchaser or one of its Affiliates for any reason other than for “cause” during the one (1) year period following the Closing Date, then any condition to vesting based on continued employment with Purchaser or its Affiliates shall (effective as of immediately prior to such termination) be eliminated such that any then-unvested portion of any Converted Equity Awards (such then-unvested equity, the “Continuing Vesting Equity”) held by such Transferred Employee will continue to vest pursuant to, and otherwise be subject to, the terms set forth in such Converted Equity Award notwithstanding that such Transferred Employee is no longer employed with Purchaser or one of its Affiliates (the “Continued Vesting”). Subject to the last sentence of this Section 5.5(f)(i), each Converted Equity Award shall have the same Intrinsic Value as of the date of grant that such Unvested Grant had on the Transition Date. Except as expressly set forth in this Section 5.5(f), neither Purchaser nor any of its Affiliates shall have any obligation or Liability with respect to any equity compensation grants or equity awards issued to, or held by, any Transferred Employee, Business Employee or Shared Service Employee. For the avoidance of doubt, (1) in no event will the Purchaser be required to issue any incentive stock options (i.e., options qualified under Section 422 of Code) in replacement of an Unvested Grant (even if such Unvested Grant so qualifies or is intended to so qualify) and (2) Unvested Grants shall include underwater stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination which shall also be deemed vested and exercisable on such Date of Termination included as if Employee had been employed for an additional six (6) months following the Date of TerminationConverted Equity Awards. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal anything to the value of such option, right or awardcontrary herein, in lieu of no event will the equity interest that Employee would otherwise receive but for the lack of Purchaser be required to issue Converted Equity Awards with an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described aggregate Intrinsic Value (disregarding in this Section 4(b)(iisuch calculation any negative Intrinsic Value) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date date of Terminationgrant greater than $31,000,000.

Equity Compensation. All Notwithstanding any provision to the contrary in any applicable plan, program or agreement, or any contrary provision in this Agreement in the event that either or both of the following occur: a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or a Change in Control occurs, but the acquirer or successor fails to provide the Executive with equity compensation rights substantially comparable in value to the Executive’s unvested equity awards, including, but not limited to, compensation rights immediately prior to the Change in Control; then all stock options, stock appreciation rights Restricted Stock and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the other equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on Executive will become fully vested and/or exercisable, as the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Codecase may be, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the date of the Executive’s Termination Date in the case of Terminationclause (i) or as of the date of the Change in Control in the case of clause (ii), and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, or (ii) the period set forth in the award agreement covering the option (collectively, the “Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror or successor shall be deemed substantially comparable to the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or successor on the same basis (including the same exchange ratio) as is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis or (B) such unvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the same equity valuation methodology as the Company employed for financial accounting purposes immediately prior to the Change in Control) and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by the Executive immediately prior to the Change in Control.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 50% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive's options to purchase shares of IAC's common stock ("IAC Options") and other equity awards based on IAC's common stock that are unvested equity awardsas of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term and the Extended Term. Vested IAC Options (whether vested at the Effective Date or thereafter) shall remain exercisable through the Extended Term or, includingif earlier, but the scheduled expiration date of the IAC Option, provided that, (a) in the event that the Executive resigns prior to the expiration of the Extended Term due to a material breach of this Agreement by IAC (or any successor to IAC), that is not limited tocured by IAC (or its successor) promptly after notice from the Executive ("good reason") or is terminated by IAC without cause prior to the expiration of the Extended Term, stock optionsvested IAC Options shall remain exercisable through the date that is 24 months following such resignation for good reason or termination without cause, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for plus an additional six (6) months 15 days for each month that has been served by the Executive following the Date commencement of Termination. Notwithstanding the foregoingTerm (up to a maximum of 3 years), if any option, right or award would, (b) in the event that the Executive resigns prior to the expiration of the Extended Term (other than as a result of good reason), vested IAC Options shall remain exercisable through the date that is one year following the date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 resignation (or through a later date at the discretion of IAC) or, if earlier, the scheduled expiration date of the Exchange Act, then IAC Option. The Executive's award agreements evidencing the deemed acceleration grant of any of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability awards described in this Section 4(b)(ii) does not otherwise violate are hereby amended to the requirements extent necessary to effectuate the provisions of this Section. In all other respects, the awards described in this Section 409A shall continue to be governed in accordance with their terms. For purposes of this Agreement, "cause" shall have the Code, this Agreement shall serve as an amendment meaning set forth in the applicable IAC stock and incentive plan pursuant to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of which the Date of TerminationIAC Options were granted.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in Penn-America's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. Penn-America may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by Penn-America prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 60% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcJuded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive’s options to purchase shares of IAC common stock (“IAC Options”), IAC RSUs and any other equity awards based on IAC common stock that are unvested as of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term. In the event that (i) Executive resigns prior to the expiration of the Term due to a material breach of this Agreement by IAC (or any successor to IAC) that is not cured by IAC (or its successor) promptly after notice from the Executive (“good reason”), (ii) Executive is terminated by IAC without cause prior to the expiration of the Term or (iii) IAC delivers a Non-Renewal Notice, then any IAC Options, IAC RSUs and any other compensation awards of Executive based on, or in the form of, IAC common stock equity awards, includingthat are outstanding and unvested at the time of such termination but which would, but not limited tofor a termination of employment, stock optionshave vested during the one year period following such termination of employment (the “Severance Period”) shall vest as of the date of such termination of employment; provided, stock appreciation rights however, that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the Severance Period than if it had vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of termination and restricted stock awards held by Employee vested pro rata on the Date first five anniversaries of Termination the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination, 20 RSUs from the first award and 40 RSUs from the second award would vest); and, provided further, that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall be deemed vested vest only if, and exercisable on at such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Terminationpoint as, such performance conditions are satisfied. Notwithstanding the foregoing, if and for avoidance of doubt, so long as Executive continues to serve on the Board of Directors of IAC, any optionIAC equity awards held by Executive shall continue to vest. Following any termination of Executive’s employment, right or award would, any then-vested IAC Options of Executive (including IAC Options vesting as a result of such accelerated vesting and exercisability no longer qualify for exemption under this Section 16 of 5) shall remain exercisable through the Exchange Act, then date that is eighteen (18) months following the deemed acceleration of the vesting date of such optiontermination or, right or award shall apply but such optionif earlier, right or award shall not become exercisable until through the earliest scheduled expiration date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIAC Options.

Equity Compensation. All unvested equity awardsTo the extent not previously vested, includingthe portion of any outstanding equity, but not limited toother than the Initial LTIP Award, stock options, stock appreciation rights and restricted stock awards held by Employee which vests solely based on the Date Executive’s fulfillment of Termination time and/or service conditions (“Time-Vesting Equity”) that would have vested if the Executive had remained employed through the first anniversary of the date of termination shall vest on the date of termination and any outstanding equity which vests based on the achievement of performance targets (the “Performance-Vesting Equity”) shall continue to remain outstanding and be eligible to vest until the first anniversary of the date of termination (and if the performance targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors (as defined in Exhibit A) receive marketable securities in connection with such Change of Control, the Performance-Vesting Equity shall remain outstanding until the earlier of (i) the remaining term of the Performance-Vesting Equity and (ii) the first anniversary of the date of termination and, if not already vested, shall vest once such marketable securities are liquidated by the Sponsors if the applicable performance targets are met upon such liquidation) and, all vested options shall remain exercisable until the earlier of the expiration of the original term or the first anniversary of the date of termination (provided that for purposes of post-termination exercisability with respect to such Performance-Vesting Equity, any date of vesting shall be deemed vested and exercisable on the date of termination of the Executive’s employment for purposes of determining the post-termination exercise period of such Date Performance-Vesting Equity); provided that if the Executive’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Termination Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, any Time-Vesting Equity shall be treated as if Employee it had fully vested as of the date of the Change of Control and any Performance-Vesting Equity shall be treated as if it had been employed for an additional six fully vested on the date of the Change of Control to the extent the applicable performance conditions have been satisfied as of such date (6and shall be forfeited to the extent the applicable performance conditions have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Vesting Equity shall remain outstanding until the earlier of (i) months the remaining term of the Performance-Vesting Equity and (ii) one year following the Date date of Terminationtermination and shall vest once such marketable securities are liquidated by the Sponsors if the applicable performance targets are met upon such liquidation) and provided further, in the case of any Performance-Vesting Equity, the Company agrees to provide the Executive with notice that a performance condition has been satisfied within 30 days following such event. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of Time-Vesting Equity and/or Performance-Vesting Equity constitutes “nonqualified deferred compensation” within the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements meaning of Section 409A of the Code, this Agreement the delivery of shares of common stock or cash (as applicable) in settlement of such awards shall serve as an amendment to all of Employeebe made on the date that is six months after Executive’s outstanding stock options“separation from service,” if required by Section 409A, restricted stock awardsor if earlier, repurchase rights, and stock appreciation rights as of the Date of Termination.immediately following any permissible payment event under Section 409A.

Equity Compensation. All unvested equity awardsDuring the Employment Term, includingthe Executive will be eligible to participate in the Company’s MOP and any other incentive, but not limited toequity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award wouldin each case, as may be in effect from time to time and as may be determined by the Board. The Committee will, as soon as practicable after the Effective Date, award 150,000 Option Rights (the “Initial Grant”), which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that in the event that (i) to the extent such amendment is necessary to effectuate the grant hereunder, the Company’s stockholders shall fail to approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a result Change of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 Control or June 30, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Exchange Act, then Effective Date and which Blackstone shall vote for (the deemed acceleration of “Amendment”) or (ii) the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until Executive fails to make the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, Investment in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee in accordance with Section 8 of this Agreement, the Initial Grant shall immediately be canceled on the Date void ab initio and of Terminationno further force and effect. To the extent such amendment is necessary to effectuate the acceleration grant hereunder, failure to obtain stockholder approval for the Amendment by the earlier of vesting and exercisability described in a Change of Control or June 30, 2009 shall be a breach of this Section 4(b)(ii4(c) does not otherwise violate and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Section 409A of Control” (as such term is defined in the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of TerminationControl definition in effect as of the Effective Date constituting a “Change of Control”). Shares acquired on exercise of any stock option will be subject to the terms and conditions of the Stockholders’ Agreement. The Company and the Executive acknowledge that they will agree to provide the Company with the right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or for Good Reason, then the Executive shall fully vest upon the date of termination in any grant made under such IPO bonus plan.

Equity Compensation. All unvested equity awardsProvided that Employee executes the Supplemental Agreement and Release attached hereto as Exhibit D on or within 21 days after the Termination Date, includingand does not revoke the Supplemental Agreement and Release, but not limited tothe Company agrees to accelerate the vesting of stock options to purchase a total of 112,500 shares of Company common stock granted under the relevant Stock Option Agreements and the Company’s Stock Option Plan and to accelerate the vesting of a total of 12,500 performance shares granted pursuant to the Performance Share Agreement dated December 13, 2005 (the “Accelerated Performance Shares”) and the Company’s Stock Option Plan, as detailed in Exhibit B attached hereto. Notwithstanding such accelerated vesting, the Accelerated Performance Shares will be paid out to Employee in accordance with the original vesting schedule contained in the Performance Share Agreement dated December 13, 2005. Effective as of the “Effective Date” (as defined in Section 25 hereof), Employee’s stock options listed on Exhibit C hereto shall remain exercisable until the earlier of (1) the one-year anniversary of the Termination Date, or (2) the applicable scheduled expiration dates of such stock options as set forth in the relevant Stock Option Agreement. In all other respects, such options, all of Employees other vested options and the issuance of any shares shall continue to be governed by the terms and conditions of the Company’s Stock Agreements. Except as provided herein, all stock options, stock appreciation rights performance shares and restricted stock any shares issuable under such awards held by Employee on shall continue to be subject to the Date terms and conditions of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of TerminationCompany’s Stock Agreements. Notwithstanding the foregoing, if any option, right or award would, as a result of such The accelerated vesting and exercisability no longer qualify for exemption under provided in this Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal 1(d) constitutes an amendment to the value of such option, right or award, Stock Option Agreements and the Performance Share Agreement listed on Exhibit B and the option exercisability extension provided in lieu of this Section 1(d) constitutes an amendment to the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company Stock Option Agreements listed on stock owned or options exercised by Employee shall be canceled on the Date of Termination. Exhibit C. To the extent not explicitly amended hereby, the acceleration of vesting Stock Agreements remain in full force and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationeffect.

Equity Compensation. All Executive’s then unvested and outstanding time-based vesting equity awardscompensation awards (including any performance-based vesting awards with performance deemed achieved at target) will vest as to an additional twelve (12) months of vesting. In addition, Executive will have eighteen (18) months following the date of Executive’s termination of employment in which to exercise Executive’s equity awards that are vested (including, but not limited to, stock optionsany awards that become vested in accordance with the preceding sentence), stock appreciation rights and restricted stock are outstanding, as of the date of Executive’s termination of employment; provided, however, (i) in no event will Executive’s equity awards held by Employee on be permitted to be exercised beyond their original maximum term as provided in the Date of Termination shall be deemed vested applicable plan and exercisable on such Date of Termination as if Employee had been employed for an additional six award agreement, and (6ii) months following the Date of Termination. Notwithstanding notwithstanding the foregoing, if any option, right or award would, as a result the extension of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and post-termination exercisability described in this Section 4(b)(ii3(b) will not apply to any of Executive’s stock options to purchase shares of the Company’s common stock granted prior to the Effective Date to the extent such options are intended to constitute and do qualify as incentive stock options within the meaning of Section 422 of the Code. With respect to the Initial RSUs only, the following rules apply if (and only if) both (1) Executive qualifies for accelerated vesting under the preceding sentence, and (2) some or all of the Initial RSUs remain unvested at the time of the qualifying termination of employment. The following rules do not apply to any equity awards other than the Initial RSUs. Any vesting provided by the following rules is subject to Section 11 and Section 12. If the first sentence of this Section 9(c) does not otherwise violate result in any vesting of any Initial RSUs because the requirements of Section 409A next scheduled vesting date for such RSUs is more than twelve (12) months following the date of the Codequalifying termination of employment, this Agreement shall serve as an amendment to all Executive will receive vesting of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as fifty percent (50%) of the Date shares originally scheduled to vest on the originally scheduled vesting date that next follows the date of Terminationthe qualifying termination of employment (for example, if the qualifying termination is before the first anniversary of the Effective Date, Executive would receive vesting of twenty percent (20%) of the Initial RSUs, which is fifty percent (50%) of the amount originally scheduled to vest on the second anniversary of the Effective Date).

Equity Compensation. All unvested At the first regular meeting of the Compensation Committee held following the Effective Date, the Compensation Committee will approve the grant to Executive of the following equity awardsawards under the Company’s 2005 Performance Incentive Plan (the “2005 Plan”), including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee each such award to be effective on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 approval by the Compensation Committee (the “Grant Date”): • An option to purchase 1,000,000 shares of the Exchange ActCompany’s common stock, then with the deemed acceleration per share exercise price of such option to be the closing market price of a share of the vesting Company’s common stock on the Grant Date, the expiration date of such optionoption to be the day before the seventh anniversary of the Grant Date (subject to earlier termination as provided in the applicable award agreement), right or award shall apply but and such option, right or award shall not option to vest and become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 with respect to 25% of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to shares covered by such option on each of the value first four anniversaries of such option, right or awardthe Grant Date, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held each case subject to Executive’s employment by the Company through the applicable vesting date; and • An award of 25,000 restricted shares of the Company’s common stock, such award to vest with respect to 100% of the shares covered by the award on the first anniversary of the Grant Date, subject to Executive’s employment by the Company through the vesting date. In addition, provided Executive is then still employed by the Company, the Compensation Committee will approve the grant to Executive at the first regular meeting of the Compensation Committee held in January 2010 of an option to purchase 500,000 shares of the Company’s common stock, with the per share exercise price of such option to be the closing market price of a share of the Company’s common stock owned or options exercised on the date of such approval (the “January Grant Date”), the expiration date of such option to be the day before the seventh anniversary of the January Grant Date (subject to earlier termination as provided in the applicable award agreement), and such option to vest and become exercisable with respect to 100% of the shares covered by Employee such option on the fourth anniversary of the Effective Date, subject to Executive’s employment by the Company through the vesting date. Each of the foregoing awards will be evidenced by an award agreement in the Company’s standard form of award agreement for that particular type of award under the 2005 Plan and be subject to such other terms as are provided therein and in the 2005 Plan. Copies of the 2005 Plan and such forms of award agreements have been provided to Executive. The parties acknowledge and agree that the foregoing awards are intended to satisfy the Company’s obligation to grant equity incentive awards to Executive through 2011 (if employment continues through such period) and the parties do not anticipate that additional equity incentive awards will be granted to Executive prior to 2012. The amount, timing, and other terms of any future equity award grants to Executive shall be canceled on determined by the Date of Termination. To Board (or the extent the acceleration of vesting and exercisability described Compensation Committee) in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationits good faith discretion.

Equity Compensation. All unvested equity awardsAs soon as administratively practicable after the Effective Date, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination Executive shall be deemed vested granted stock options to purchase 100,000 shares of the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"). The per share exercise price of each option granted pursuant to this Section 3.2 shall be at $4.25 per share, equal the fair market value of a share of Common Stock as of the date of grant of the option. Such options shall have a term of five years and exercisable shall vest in accordance with the following schedule, subject to the Executive's continued employment by the Company: 25% of the aggregate number of shares subject to the options shall vest and become exercisable, subject to the Executive's continued employment by the Company, on such Date each of Termination as if Employee had been employed for an additional six December 9, 1999, March 9, 2000, June 9, 2000, and September 8, 2000. Such options shall be granted under the SeraCare, Inc. 1998 Stock Option Plan, and (6a) months following shall be granted subject to the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result terms of such accelerated vesting plan and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award (b) shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable be evidenced by and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal subject to the value terms of such option, right or award, in lieu a form of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held stock option agreement customarily used by the Company for employee stock option grants under the Stock Option Plan. Notwithstanding any termination of employment provisions in the SeraCare, Inc. 1998 Stock Option Plan or any customary form of stock option agreement thereunder, if the Executive's employment by the Company terminates (for any reason whatsoever): (x) before the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall terminate immediately to the extent that it is not then vested, and, to the extent that it may then be vested, it shall continue to be exercisable only for the ninety (90) day period following the termination of the Executive's employment, at which time it shall terminate to the extent not exercised; and (y) on stock owned or options exercised by Employee after the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall continue to be canceled on exercisable for the Date remainder of Terminationits term. To the extent (if any) that the acceleration Period of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate Employment is extended beyond the requirements of Section 409A first anniversary of the CodeEffective Date, this Agreement the Executive shall serve as an amendment to all of Employee’s outstanding be considered for additional annual stock options, restricted stock awards, repurchase rights, option grants in accordance with the policies and stock appreciation rights as procedures of the Date of TerminationCompany then in effect for executive stock option grants.