Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
As previously announced, on May 25, 2021, IAC/InterActiveCorp ("IAC" or the
"Company") completed the separation of the Company's Vimeo business from the
remaining businesses of the Company in a series of transactions (the "Spin-off")
that resulted in the creation of an independent public company, Vimeo, Inc.
("Vimeo"). In connection with the consummation of the Spin-off, and pursuant to
the terms of the previously disclosed Restricted Stock Agreement, dated as of
November 5, 2020, between IAC and Joseph Levin, the Company's Chief Executive
Officer (the "Original RSA"), on June 7, 2021, the Company and Mr. Levin entered
into an Amended and Restated Restricted Stock Agreement (the "Amended RSA").
The Original RSA provided for: (i) a grant of 3,000,000 shares of IAC restricted
common stock ("IAC Restricted Shares") that cliff vest on the ten-year
anniversary of the grant date, based on the satisfaction of certain stock price
targets and Mr. Levin's continued employment through the vesting date, and (ii)
the adjustment of the stock price targets in the event of an IAC spin-off of
Vimeo. The ten-year stock price targets contained in the Amended RSA are as
IAC Stock Price Number of Shares Vesting
Less than $110.22 0
$223.32 or greater 3,000,000
All other price-related provisions in the Original RSA have been correspondingly
modified in the Amended RSA, and the provisions of the Original RSA relating to
adjustment upon an IAC spin-off of Vimeo have been eliminated from the Amended
RSA. Except as described herein and except for certain ministerial changes, the
Amended RSA contains the same terms as the Original RSA. The description of the
Original RSA is set forth under Item 5.02 of the Current Report on Form 8-K
filed by the Company on November 6, 2020, and is incorporated by reference
In connection with the Spin-off, Mr. Levin and Vimeo have also entered into a
Restricted Stock Agreement pursuant to the terms of the Original RSA.
The above summary of the Amended RSA is not complete and is qualified in its
entirety by reference to the full text of the Amended RSA, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Document
10.1 Amended and Restated Restricted Stock Agreement, dated as of June
7, 2021, by and between IAC/InterActiveCorp and Joseph M. Levin.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
© Edgar Online, source Glimpses