EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Tom McInerney ("Executive") and USA Interactive, a Delaware corporation (the "Company"), and is effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger by and among USA Interactive, T Merger Corp and Ticketmaster, dated as of October 9, 2002, whereby Ticketmaster will become a wholly owned subsidiary of the Company (the "Effective Date").

        WHEREAS, the Company desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.

        NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

        1A.    EMPLOYMENT.    The Company agrees to employ Executive as President, Electronic Retailing, and Executive accepts and agrees to such employment. Executive shall be responsible for overseeing the operations of business units as identified by the Company as part of Electronic Retailing, including initially HSN and related TV, Web and catalog businesses (the "Responsibilities"). During Executive's employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive's position and shall render such services on the terms set forth herein. During Executive's employment with the Company, Executive shall report directly to the Company's Chief Executive Officer or such person(s) as from time to time may be designated by the Company (hereinafter referred to as the "Reporting Officer"). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive's position and status. Executive agrees to devote all of Executive's working time, attention and efforts to the Company and to perform the duties of Executive's position in accordance with the Company's policies as in effect from time to time. Executive's principal places of employment shall be the Company's offices located in New York, New York and HSN's offices in St. Petersburg, Florida.

        2A.    TERM OF AGREEMENT.    The term ("Term") of this Agreement shall commence on the Effective Date and shall continue until terminated by the parties, including in accordance with the provisions of Section 1 of the Terms and Conditions attached hereto.

        3A.    COMPENSATION.    

        (a)    BASE SALARY.    During the Term, the Company shall pay Executive an annual base salary of $450,000 (the "Base Salary"), payable in equal biweekly installments or in accordance with the Company's payroll practice as in effect from time to time. For all purposes under this Agreement, the term "Base Salary" shall refer to Base Salary as in effect from time to time.

        (b)    DISCRETIONARY BONUS.    During the Term, Executive shall be eligible to receive discretionary annual bonuses, except as otherwise provided in paragraph 1(d) of the Terms and Conditions.

        (c)    RESTRICTED STOCK.    In consideration of Executive's entering into this agreement and as an inducement for Executive to join the Company, Executive shall be granted 50,000 restricted shares of common stock of the Company (the "Restricted Stock"), pursuant to the 2000 Stock and Annual Incentive Plan and a restricted stock agreement thereunder ("Restricted Stock Agreement"), subject to the approval of the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). The date of grant of the Restricted Stock shall

be the later of (x) the Effective Date and (y) the date on which the grant is approved by the Compensation Committee. The Restricted Stock will be subject to such performance conditions as the Compensation Committee determines are appropriate and advisable to meet the conditions of Section 162(m) of the Internal Revenue Code as currently in effect, as such performance conditions shall be reflected in the minutes of the meeting of the properly constituted Compensation Committee under Section 162(m) considering such performance conditions. The performance conditions of Executive's Restricted Stock will be no less favorable to Executive than the performance conditions made applicable by the Compensation Committee to any restricted stock award granted to other similarly situated executive officers of the Company proximate to the Effective Date (e.g. in December 2002 and/or January or February 2003). Any recommendation the Company may make to the Compensation Committee with respect to the performance conditions shall be mutually acceptable to the Company and Executive, and after being established cannot be subsequently altered without also being mutually acceptable to the Company and Executive. The Restricted Stock shall vest and no longer be subject to any restriction on the third anniversary of the Effective Date, subject to the satisfaction of the performance conditions and Executive's continued employment through such date; provided, however, that in the event (i) the Executive is terminated by the Company without Cause (as defined herein) or (ii) Executive resigns from his position for Good Reason (as defined herein) on any day of the calendar year other than the last day of the Company's taxable year in any given year, all of the above-referenced Restricted Stock shall immediately vest as of the date of Executive's termination as provided in paragraph 1(d) of the Terms and Conditions. For the avoidance of doubt, in the event Executive (i) resigns from his position for Good Reason on any day of the calendar year other than the last day of the Company's taxable year in any given year or (ii) is terminated by the Company without Cause, the Restricted Stock shall vest as provided in paragraph 1(d) of the Terms and Conditions without regard to whether the performance conditions have or have not been met. This Agreement shall prevail in the event of any ambiguity or conflict between the Restricted Stock Agreement and the terms of the grant of Restricted Stock set forth herein.


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC