IACI » Topics » Overview

This excerpt taken from the IACI DEF 14A filed Apr 30, 2009.

Overview

        The "Executive Compensation" section of this proxy statement sets forth certain information regarding total compensation earned by our named executives and non-cash compensation expense recognized by the Company for such executives, as well as RSU and option awards made to our named executives in 2008, RSU and option awards held by our named executives as of December 31, 2008 and the dollar value realized by our named executives upon the vesting of RSU awards during 2008. All information provided regarding RSU and option awards (other than option awards granted in December 2008) and related non-cash compensation expense were adjusted to give effect to the August 2008 Spin-Offs. For a discussion of adjustments made to then outstanding equity awards in connection with the August 2008 Spin-Offs, see the discussion under Compensation Discussion and Analysis beginning on page 20.

        The Company's "named executives" include the Company's principal executive officer, principal financial officer and the Company's other two executive officers. The Company has determined that, as of the end of 2008, only four individuals met the SEC's definition of executive officer, as these four individuals constituted the Office of the Chairman, in which, individually and collectively, was vested all responsibility for the Company's principal functions and all authority related to strategy, policy and other significant decision-making.

These excerpts taken from the IACI 10-K filed Apr 2, 2009.

Overview

        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company based in France, entered into an agreement for Meetic to acquire the European operations of Match.com in exchange for a 27% interest in Meetic and a €5 million note.

Overview





        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services
in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as
through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of
December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company
based in France, entered into an agreement for Meetic to acquire the European operations of
Match.com in exchange for a 27% interest in Meetic and a
€5 million note.





Overview

        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.

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Table of Contents

Overview





        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary
technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic
generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing
services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.



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These excerpts taken from the IACI 10-K filed Mar 2, 2009.

Overview

 

These Terms and Conditions apply to the grant to you by IAC/InterActiveCorp (“IAC” or the “Company”) pursuant to Section 5 of the IAC/InterActiveCorp 2008 Amended and Restated Stock and Annual Incentive Plan (the “Plan”) of the right and option (the “Stock Options”) to purchase the number of shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), set forth in your award notice (the “Award Notice” and together with these Terms and Conditions, the “Award Agreement”) at the exercise price per share set forth in the Award Notice.  The Stock Option shall be a Nonqualified Option.  Unless earlier terminated pursuant to the terms of your Award Agreement or the Plan, the Stock Options shall expire on the ten year anniversary of your Award Date (the “Expiration Date”).

 

All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the plan.

 

Overview

        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company based in France, entered into an agreement for Meetic to acquire the European operations of Match.com in exchange for a 27% interest in Meetic and a €5 million note.

Overview

        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company based in France, entered into an agreement for Meetic to acquire the European operations of Match.com in exchange for a 27% interest in Meetic and a €5 million note.

Overview

        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company based in France, entered into an agreement for Meetic to acquire the European operations of Match.com in exchange for a 27% interest in Meetic and a €5 million note.

Overview





        Through the brands and businesses within our Match segment, we are a leading provider of subscription-based online personals services
in the United States and various jurisdictions abroad. We provide these services through leading websites that we own and operate in forty countries, fifteen languages and six continents, as well as
through a network of affiliated websites in various jurisdictions in Europe, Asia, the United States and Latin America and our recently launched mobile application in the United States. As of
December 31, 2008, we collectively provided online personals services to over 1.3 million subscribers. In February 2009, Match.com and Meetic, a leading European online dating company
based in France, entered into an agreement for Meetic to acquire the European operations of
Match.com in exchange for a 27% interest in Meetic and a
€5 million note.





Overview

        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.

7


Table of Contents

Overview

        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.

7


Table of Contents

Overview

        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.

7


Table of Contents

Overview





        ServiceMagic is a leading online marketplace that connects consumers, by way of various patented and patent-pending proprietary
technologies, with home service professionals that are pre-screened and generally customer-rated. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic
generally matches them with up to four members from its network of home service professionals, which as of December 31, 2008, consisted of more than 56,000 home service professionals providing
services in more than 500 categories, ranging from simple home repairs to complete home building and home remodeling projects.



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Overview



 



These
Terms and Conditions apply to the grant to you by IAC/InterActiveCorp (“IAC” or
the “Company”) pursuant to Section 5 of the IAC/InterActiveCorp 2008
Amended and Restated Stock and Annual Incentive Plan (the “Plan”) of the right
and option (the “Stock Options”) to purchase the number of shares of common
stock of the Company, par value $0.001 per share (the “Common Stock”), set
forth in your award notice (the “Award Notice” and together with these Terms
and Conditions, the “Award Agreement”) at the exercise price per share set
forth in the Award Notice.  The Stock
Option shall be a Nonqualified Option. 
Unless earlier terminated pursuant to the terms of your Award Agreement
or the Plan, the Stock Options shall expire on the ten year anniversary of your
Award Date (the “Expiration Date”).



 



All
capitalized terms used herein, to the extent not defined, shall have the
meanings set forth in the plan.



 



This excerpt taken from the IACI DEF 14A filed Jul 10, 2008.

Overview

        The purpose of the 2008 Incentive Plan is to give IAC a competitive advantage in attracting, retaining and motivating officers and employees and to provide IAC with the ability to provide incentives more directly linked to the profitability of IAC's businesses and increases in stockholder value.

        Set forth below is a summary of certain important features of the 2008 Incentive Plan, which summary is qualified in its entirety by reference to the actual plan attached as Annex F to this proxy statement.

This excerpt taken from the IACI 10-Q filed May 7, 2008.

Overview

        These Terms and Conditions apply to the option granted to you by IAC/InterActiveCorp ("IAC" or the "Company") pursuant to Section 5 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (the "Plan") of the right and option (the "Stock Options") to purchase the number of shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), set forth in your award notice (the "Award Notice") at the exercise price per share set forth in the Award Notice. The Stock Option shall be a Nonqualified Stock Option. Unless earlier terminated pursuant to the terms of your Award Notice, these Terms and Conditions or the Plan, the Stock Options shall expire within ten years of your Award Date.

        ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

These excerpts taken from the IACI 10-K filed Mar 1, 2007.

Overview

 

These Terms and Conditions apply to Growth Share Awards, which are grants of performance-based restricted stock units made pursuant to Section 7 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (the “Plan”). You were notified of your Growth Share Award by way of an award notice (the “Award Notice”).

 

Overview

 

These Terms and Conditions apply to Annual Vesting Awards of restricted stock units granted pursuant to Section 7 of the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (the “Plan”). You were notified of your Annual Vesting Award by way of an award notice (the “Award Notice”).

 

This excerpt taken from the IACI DEF 14A filed May 1, 2006.
Overview.   Following the Spin-Off, IAC and Expedia are related parties since they are under common control.  In connection with the Spin-Off, IAC and Expedia entered into various agreements, including, among others, a separation agreement, a tax sharing agreement, an employee matters agreement and a transition services agreement. Summaries of the separation, tax sharing, employee matters and transition services agreements are set forth in IAC’s Definitive Proxy Statement/Prospectus dated June 20, 2005, and copies of each of these agreements were filed as exhibits to IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005.

Under the transition services agreement, IAC agreed to provide certain assistance and services to Expedia on an interim, transitional basis, which during the period from August 9, 2005 through December 31, 2005 consisted primarily of assistance with governmental affairs and the leasing of certain office space by IAC to Expedia, among other assistance and services. Charges for assistance and services provided pursuant to this agreement are on a cost plus fixed percentage or hourly basis, as applicable. Expedia paid IAC approximately $136,000 for assistance and services provided by IAC pursuant to this agreement for the period from August 9, 2005 to December 31, 2005.

In connection with the Spin-Off, IAC and Expedia also entered into certain other arrangements, including arrangements regarding the sharing of certain costs and the use and ownership of certain aircraft and various commercial agreements, including distribution and services agreements, among others, and an agreement regarding the provision and use of certain advertising time, which are generally described below.

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This excerpt taken from the IACI 8-K filed Aug 12, 2005.

Overview

        Expedia is among the world's leading travel services companies, making travel products and services available to leisure and corporate travelers in the United States and abroad through a diversified portfolio of brands, including Expedia.com, Hotels.com, Hotwire, Expedia Corporate Travel, Classic Custom Vacations and a range of other domestic and international brands and businesses. IAC completed the Spin-Off of Expedia on August 9, 2005.

        Expedia brands and businesses make available a wide selection of travel products and services, from simple, discounted travel to more complex, luxury travel. Expedia's various brands and businesses target the needs of different consumers, including those who are focused exclusively on price and those who are focused on the breadth of product selection and quality of services. Through its differentiated brands and businesses, Expedia helps a broad range of leisure and corporate travelers research, plan and book travel.

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        Expedia makes available travel products and services primarily through its wholly-owned, branded websites, as well as through branded websites owned and operated by joint ventures and other companies in which Expedia has made investments. Expedia also makes available travel products and services through its private label program, through which it indirectly makes available travel products and services to customers through third party websites, as well as through traditional offline channels, including full-service telephone booking agents, onsite travel agents working at various corporate customer locations and in-destination Expedia!fun travel desks. Expedia also includes TripAdvisor, a comprehensive online travel search engine and directory.

        Expedia makes its travel products and services available on a stand-alone and package basis primarily through two separate business models, the merchant model and agency model. See "—Merchant and Agency Business Models." In 2004, merchant gross bookings and agency gross bookings were approximately $5.7 billion and $7.5 billion, respectively. Expedia also derives revenue from advertising and promotional activities across its branded websites.

        To ensure the success of its leisure and corporate travel businesses, Expedia has made substantial investments in technology and believes that innovation is a long-term competitive advantage, both in consumer- and supplier-oriented technology.

This excerpt taken from the IACI 10-K filed Mar 16, 2005.

    Overview

        Citysearch is a network of local city guide websites that offer primarily original local content for major cities in the United States and abroad, as well as practical transactional tools. Citysearch city guides provide up-to-date, locally produced information about a given city's arts and entertainment events, bars and restaurants, recreation, community activities and businesses (shopping and professional services), as well as real estate-related and travel information. Citysearch city guides also support online local transactions, including ticketing, hotel reservations, travel and matchmaking through affiliations with leading e-commerce websites, including some operated by IAC brands and businesses. These affiliate partners generally pay Citysearch fees (on a per click or revenue sharing basis, as applicable) for consumer leads sent to their respective websites.

        Citysearch revenues are generated primarily through the sale of online advertising, both local and national, and to a smaller extent, from transaction fees from affiliate partners. Local advertising revenues are derived primarily from the sale of advertising through the Pay-For-Performance model, where businesses pay for the number of click-throughs to their respective profile pages on the Citysearch website or their own websites, subject to monthly maximums determined by the business. Citysearch also derives revenues from self-enrollment enhanced listings in search results, targeted electronic mail promotions and targeted sponsorship packages.

        Entertainment Publications is a leading marketer of coupon books, discounts, merchant promotions and Sally Foster Gift Wrap. EPI serves more than 160 major markets and does business with approximately 70,000 local merchants and national retailers representing 225,000 North American locations. EPI's Entertainment® Book contains discount offers from local and national restaurants and hotels, leading national retailers and other merchants specializing in leisure activities. Information regarding updated offerings is also available through EPI's website. A unique feature of the Entertainment® Book is that it is typically sold in connection with fund-raising events, with a percentage of the sale proceeds from these events retained by schools, community groups and other non-profit organizations. EPI also markets discount membership and packages in published and online formats to consumers via online commerce, direct marketing, corporate and retail channels.

        Evite is primarily a free online invitation service, which currently sends an average of more than 7 million invitations per month. In October 2004, Evite expanded its service offerings to include user specific recommendation platforms (based upon recommendations from a network of people with whom the user has shared an event) for restaurants, bars and clubs and a searchable database of over 50,000 live events, in each case, powered by Citysearch. The event database is provided through relationships with leading ticketing and event services, including Ticketmaster and Active.com. Evite revenues are generated primarily through online advertising and transaction fees generated from sponsorship partners integrated throughout the Evite service.

        ServiceMagic is a leading online marketplace that connect consumers with pre-screened, customer-rated home service professionals. IAC acquired ServiceMagic in September 2004. When consumers submit a home service request through the ServiceMagic marketplace, ServiceMagic connects them with home service professionals from its network of over 28,000 customer-rated home service professionals, which collectively provide more than 500 different categories of home service needs, ranging from simple home repairs and maintenance to complete home remodeling projects. ServiceMagic earns revenue primarily from fees paid to ServiceMagic by home service professionals for consumer leads, regardless of whether the home service professional that received the lead ultimately provides the requested service, as well as from one time fees charged to home service professionals upon their enrollment in the ServiceMagic network.

        TripAdvisor is a comprehensive online travel search engine and directory that aggregates unbiased articles, guidebook reviews and user comments on cities, hotels and activities in a variety of given destinations from a number of online sources. IAC acquired TripAdvisor in April 2004. In addition to travel-related information, TripAdvisor's destination-specific search results provide links to the websites

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of TripAdvisor's travel partners (travel service providers and marketers) through which consumers can make related travel arrangements. TripAdvisor generates substantially all of its revenues from advertising fees paid by its travel partners for consumer leads sent to their websites.

        TripAdvisor also operates DigitalAdvisor, a comprehensive online directory of electronic products, from digital cameras to notebook computers, online electronic retailers and detailed owner and professional product reviews. When consumers find products that fit their needs, they can quickly compare prices at multiple stores. DigitalAdvisor generates revenues from merchants and merchant aggregators who pay DigitalAdvisor for sales and/or consumer leads sent to their websites.

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