Exhibit 10.16
Summary of IAC/InterActiveCorp Non-Employee Director Compensation Arrangements
Effective June 30, 2020, each director of IAC/InterActiveCorp (“IAC”) who is not an employee of IAC or any of its businesses receives an annual retainer of $50,000 and the Chairpersons of the Audit and Compensation and Human Resources Committees each receive an additional annual retainer of $20,000. Members of the Audit and Compensation and Human Resources Committees (including the Chairpersons) receive an additional annual retainer of $10,000 and $5,000, respectively.
In addition, non-employee directors receive a grant of IAC restricted stock units (“RSUs”) with a dollar value of $250,000 upon their initial election to office and annually thereafter upon re-election on the date of IAC's annual meeting of stockholders. The terms of these RSU provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon a termination of service and (iii) full acceleration of vesting upon a change in control of IAC. IAC also reimburses non-employee directors for all reasonable expenses they incur as a result of attendance at IAC Board and Committee meetings.
Under IAC's Deferred Compensation Plans for Non-Employee Directors, non-employee directors may defer all or a portion of their annual retainer(s). Non-employee directors who defer their retainer(s) can elect to have such deferred amounts applied to the purchase of IAC share units (representing the number of shares of IAC common stock that could have been purchased on the relevant date) or credited to a cash fund. If any dividends are paid on IAC common stock, dividend equivalents are credited to the IAC share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank.
Upon a termination of service, a non-employee director will receive: (i) with respect to IAC share units, such number of shares of IAC common stock as the share units represent and (ii) with respect to the cash fund, a cash payment. Payments upon a termination of service will be made in one lump sum or up to five installments, as previously elected by the eligible non-employee director at the time of the related deferral election.
