Common use of Miscellaneous Option and Other Award Terms Clause in Contracts

Miscellaneous Option and Other Award Terms. IAC Options and IAC RSU Awards adjusted pursuant to Section 6.1, regardless of by whom held, shall be settled by IAC pursuant to the terms of the applicable IAC Long-Term Incentive Plan, and Match Equity Awards (including IAC Options that convert into Match Options pursuant to Section 6.1), regardless of by whom held, shall be settled by Match pursuant to the terms of the applicable Match Long-Term Incentive Plan. It is intended that, to the extent of the issuance of Match Options in connection with the adjustment provisions of Section 6.1, the applicable Match Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and Match shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in Section 6.1. The Mandatory Exchange Effective Time shall not constitute a termination of employment for any IAC Employee for purposes of any Match Option and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to Section 6.1, employment with IAC shall be treated as employment with Match with respect to Match Options held by IAC Employees. The Mandatory Exchange Effective Time shall not constitute a termination of employment for any Match Employee for purposes of any IAC Option and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to Section 6.1, employment with Match shall be treated as employment with IAC with respect to IAC Options held by Match Employees. Termination of employment following the Mandatory Exchange Effective Time from (i) all IAC Entities shall be treated as a termination of employment with respect to any Match Options held by an IAC Employee and (ii) all Match Entities shall be treated as a termination of employment with respect to any IAC Options held by a Match Employee.

Miscellaneous Option and Other Award Terms. After the Effective Date, New IAC Options and IAC RSU Awards adjusted pursuant to Section 6.15.3, regardless of by whom held, shall be settled by IAC pursuant to the terms of the applicable IAC Long-Term Incentive Plan, and Match Equity Awards (including IAC Expedia Options that convert into Match Options pursuant to Section 6.1)and Expedia Awards, regardless of by whom held, shall be settled by Match Expedia pursuant to the terms of the applicable Match Expedia Long-Term Incentive Plan. It Accordingly, it is intended that, to the extent of the issuance of Match such Expedia Options and Expedia Awards in connection with the adjustment provisions of this Section 6.15.3, the applicable Match Expedia Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and Match shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 6.15.3. The Mandatory Exchange Effective Time shall not constitute a termination of employment for any IAC Employee Expedia Employees for purposes of any Match New IAC Option or IAC Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 6.15.3, employment with IAC shall be treated as employment with Match with respect to Match Options held by IAC Employees. The Mandatory Exchange Effective Time shall not constitute a termination of employment for any Match Employee for purposes of any IAC Option and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to Section 6.1, employment with Match Expedia shall be treated as employment with IAC with respect to New IAC Options or IAC Awards held by Match Employees. Termination of Expedia Employees and employment following the Mandatory Exchange Effective Time from (i) all with IAC Entities shall be treated as a termination of employment with Expedia with respect to any Match Expedia Options and Expedia Awards held by an IAC Employee and (ii) all Match Entities Employees. Xx. Xxxxxx shall be treated as a termination of employment an IAC Employee with respect to any continued exercisability of vested New IAC Options held by a Match Employeeand Xx. Xxxxxx shall be treated as an Expedia Employee with respect to continued exercisability of vested Expedia Options.

Miscellaneous Option and Other Award Terms. (a) IAC Options and IAC RSU Awards adjusted pursuant to Section 6.1, regardless of by whom held, shall be settled by IAC pursuant to the terms of the applicable IAC Long-Term Incentive Plan, and Match Equity Awards (including IAC SpinCo RSUs, SpinCo Options that convert into Match Options pursuant to Section 6.1)and SpinCo SARs, regardless of by whom held, shall be settled by Match SpinCo pursuant to the terms of the applicable Match SpinCo Long-Term Incentive Plan. . (b) It is intended that, to the extent of the issuance of Match Options SpinCo Options, SpinCo SARs and SpinCo RSUs in connection with the adjustment provisions of Section 6.16.1 or Section 6.2, the applicable Match SpinCo Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and Match each of the Vimeo Long-Term Incentive Plans, as applicable, and SpinCo shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan and the applicable Vimeo Long-Term Incentive Plan, as applicable, to make the adjustment of the IAC Options and IAC Awards as adjustments set forth in Section 6.1. 6.1 and Section 6.2. (c) The Mandatory Exchange Effective Time shall not constitute a termination of employment for any IAC Employee for purposes of any Match SpinCo Option and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to Section 6.1, employment with IAC shall be treated as employment with Match SpinCo with respect to Match SpinCo Options held by IAC Employees. . (d) The Mandatory Exchange Effective Time shall not constitute a termination of employment for any employee of the Match Group, Inc. (“Match”) for purposes of any SpinCo Option and, employment with Match shall be treated as employment with SpinCo with respect to SpinCo Options held by Match employees. (e) The Mandatory Exchange Effective Time shall not constitute a termination of employment for any SpinCo Employee for purposes of any IAC Option and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to Section 6.1, employment with Match SpinCo shall be treated as employment with IAC with respect to IAC Options held by Match SpinCo Employees. . (f) Termination of employment following the Mandatory Exchange Effective Time from (i) all IAC Entities shall be treated as a termination of employment with respect to any Match SpinCo Options held by an IAC Employee and Employee, (ii) Match and its subsidiaries shall be treated as a termination of employment with respect to any SpinCo Options held by a Match employee, and (iii) all Match SpinCo Entities shall be treated as a termination of employment with respect to any IAC Options held by a Match SpinCo Employee. (g) Schedule B to this Agreement sets forth a list of IAC Employees who hold IAC Options (a portion of which will convert into SpinCo Options in accordance with this Article VI) that contain post-termination exercise periods that are longer than the default post-termination exercise periods set forth in the applicable IAC Long-Term Incentive Plan. For the avoidance of doubt, as required by Section 6.1(a) of this Agreement, SpinCo Options resulting from the adjustments contemplated by Section 6.1(a) of this Agreement shall have the same post-termination exercise periods as the corresponding IAC Options. If, after the date of this Agreement, IAC extends the post-termination exercise period applicable to any IAC Option that is adjusted pursuant to Section 6.1(a) of this Agreement, then, subject to IAC providing written notice to SpinCo of such extension, SpinCo will provide for the same extended post-termination exercise period for the corresponding SpinCo Option.