Settlement of Delayed Common Stock; Delayed Common Stock Diversification Arrangement. Each holder’s Delayed Common Stock will be recorded in a book entry account administered by Deloitte LLP and each such book entry account will be subdivided among each Party’s Delayed Common Stock and further subdivided between stock settled accounts and cash settled accounts. Each holder of Delayed Common Stock will have the ability to elect to convert any of such holder’s Delayed Common Stock to a cash settled account on not more than three occasions with respect to each Party’s Delayed Common Stock based on (1) the closing trading price of the applicable Delayed Common Stock on the date of the holder’s election if the holder makes an election during trading hours or (2) the closing trading price of the applicable Delayed Common Stock during the next trading session immediately following the holder’s election if the holder makes an election outside of trading hours (elections shall be made solely with respect to whole shares of Delayed Common Stock) (or based on such other methodology as IAC shall determine in its sole discretion and communicate to holders of Delayed Common Stock). Elections with respect to this diversification arrangement shall be irrevocable. Cash settled accounts will accrue interest at 2.5% per annum. Individuals will not be entitled to move amounts from cash settled accounts into stock settled accounts. Accounts will be frozen during the ten days immediately following the Separation and from November 30, 2008 through January 2, 2009. On January 2, 2009, each Party will settle all cash and stock denominated accounts relating to such Party’s Delayed Common Stock using shares of such Party’s common stock with respect to stock denominated accounts and U.S. dollars with respect to cash denominated accounts and such settlement obligation shall be a Liability solely of such Party and no other Party to this Agreement. IAC shall have sole discretion to modify the diversification arrangement.
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Samples: Employee Matters Agreement (Tree.com, Inc.), Employee Matters Agreement (Ticketmaster), Employee Matters Agreement (Interval Leisure Group, Inc.)
