Common use of Option Related Provisions Clause in Contracts

Option Related Provisions. If this Agreement is Terminated for Cause by the Company or if within two years following any Termination of this Agreement, the Company determines the Employee had engaged in acts while employed by the Company which would have been grounds for Termination for Cause (a “Deemed Cause Event”) or, subject to any applicable statutes of limitations, if the Executive violates the Employee Obligations Agreement or the Transfer Agreement (directly or through a controlled entity) or engages in a Qualifying Structure Contract Breach(each, an “Options Breach”) the Employee will forfeit any equity awards that have been granted to him or her or to which the Employee may be entitled, whether the same are then vested or not, and the same shall thereafter not be exercisable at all, and all shares of common stock of the Company, if any, purchased by the Employee pursuant to the exercise of equity awards and still then owned by the Employee may be repurchased by the Company, at its sole discretion, at the price paid by the Employee for such shares of common stock, and, in the case of Company Options, if the Employee has sold or otherwise transferred such shares of common stock prior to (x) the Employee’s Termination for Cause or (y) the Company’s knowledge of a Deemed Cause Event or (z) an Options Breach, the Company, in its sole discretion, may require the Employee to repay to the Company the excess of (A) the Fair Market Value (as defined in the applicable option plan) of the shares subject to such Company Options on the date of sale or transfer over (B) the exercise price of such Company Options (the “Repayment Amount”), but in no event shall the Repayment Amount exceed the amount of damages resulting from the Employee’s action or inaction (or, in the case of a breach of the Transfer Agreement, the amount of damages necessary to provide for full repayment by the Employee with respect to any applicable indemnities), as determined by the Company (with the approval of IAC so long as it beneficially owns 15% or more of the voting interests of the Company) in its reasonable discretion. The terms of all outstanding option grants are hereby amended to conform with this Section 7. For purposes of this Section 7, the definition of Cause shall not include clauses (vi) or (viii) of the Cause definition in Annex 1.

Option Related Provisions. If this Agreement is Terminated for Cause by the Company or if within two years following any Termination of this Agreement, the Company determines the Employee had engaged in acts while employed by the Company which would have been grounds for Termination for Cause (a “Deemed Cause Event”) or, subject to any applicable statutes of limitations, if the Executive violates the Employee Obligations Agreement or the Transfer Agreement (directly or through a controlled entity) or engages in a Qualifying Structure Contract Breach(eachBreach (each, an “Options Breach”) the Employee will forfeit any equity awards that have been granted to him or her or to which the Employee may be entitled, whether the same are then vested or not, and the same shall thereafter not be exercisable at all, and all shares of common stock of the Company, if any, purchased by the Employee pursuant to the exercise of equity awards and still then owned by the Employee may be repurchased by the Company, at its sole discretion, at the price paid by the Employee for such shares of common stock, and, in the case of Company Options, if the Employee has sold or otherwise transferred such shares of common stock prior to (x) the Employee’s Termination for Cause or (y) the Company’s knowledge of a Deemed Cause Event or (z) an Options Breach, the Company, in its sole discretion, may require the Employee to repay to the Company the excess of (A) the Fair Market Value (as defined in the applicable option plan) of the shares subject to such Company Options on the date of sale or transfer over (B) the exercise price of such Company Options (the “Repayment Amount”), but in no event shall the Repayment Amount exceed the amount of damages resulting from the Employee’s action or inaction (or, in the case of a breach of the Transfer Agreement, the amount of damages necessary to provide for full repayment by the Employee with respect to any applicable indemnities), as determined by the Company (with the approval of IAC so long as it beneficially owns 15% or more of the voting interests of the Company) in its reasonable discretion. The terms of all outstanding option grants are hereby amended to conform with this Section 7. For purposes of this Section 7, the definition of Cause shall not include clauses (vi) or (viii) of the Cause definition in Annex 1.