IAC - InterActiveCorp (IACI)

2008 Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the vesting of RSU awards in 2008 and the related value realized, excluding the effect of any applicable taxes. No IAC, HSNi, Interval, Ticketmaster, Tree.com or Expedia options were exercised by any named executive in 2008.

(1)

Reflects 74,069, 43,075 and 23,093 shares acquired by Messrs. Kaufman, McInerney and Blatt, respectively, upon the annual vesting of RSU awards in accordance with their initial terms during February 2008, as well as 44,105, 179,156 and 112,173 shares acquired by Messrs. Kaufman, McInerney and Blatt, respectively, upon the accelerated vesting of certain RSUs awards in connection with the August 2008 Spin-Offs.

(2)

Represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting.

(3)

In the case of all accelerated RSU vestings for Messrs. McInerney and Blatt, settlement (i.e., the delivery of shares) was delayed until January 2009 to ensure compliance with Section 409A of the Internal Revenue Code. Therefore, for accelerated RSUs, the value realized upon vesting presented above differs from the actual dollar value realized and taxed at settlement. Accelerated RSUs were ultimately settled by way of the delivery of (i) one share of IAC common stock for every two IAC RSUs that vested, (ii) one share of common stock of each of HSNi, Interval and Ticketmaster for every five IAC RSUs that vested and (iii) one share of Tree.com common stock for every thirty IAC RSUs that vested. Given this fact, the total dollar value presented above reflects: (i) for all accelerated RSUs, the closing price of IAC, HSNi, Interval, Ticketmaster and Tree.com common stock at settlement, multiplied by the number of shares of IAC, HSNi, Interval, Ticketmaster and Tree.com common stock, respectively, delivered at settlement, and (ii) for annual vestings of RSUs during February 2008, the closing price of IAC common stock on the applicable vesting date, multiplied by the number of RSUs so vesting.

34

Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the exercise of stock options and the vesting of RSU awards and the related value realized, in each case, excluding the effect of any applicable taxes. The dollar value realized upon exercise of stock options represents the difference between (i) the sale price of the shares acquired on exercise for simultaneous exercise and sale transactions or the closing price of IAC common stock on the trading day immediately preceding the exercise date in the case of Mr. Diller's exercise, as no simultaneous sale occurred and (ii) the exercise price of the stock option, multiplied by the number of stock options that were exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting.

(1)

In connection with the exercise of these stock options, the Company withheld 3,397,833 shares of IAC common stock to cover the payment of the exercise price and 2,945,068 shares of IAC common stock to cover the payment of taxes due in connection with the exercise, which resulted in the issuance of 3,157,099 shares of IAC common stock to Mr. Diller.

(2)

Represents the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

(3)

In addition, 1.42 LendingTree units held by Mr. Lebda vested in 2007, which number (i) represents less than 1% of the total outstanding common units of LendingTree and (ii) excludes LendingTree units held by Mr. Lebda that may potentially be exchanged for Company common stock in 2009, as discussed under Compensation Discussion and Analysis. The value of these units as of December 31, 2007 was zero.

(4)

Includes 49,204 Expedia shares acquired upon the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the exercise of stock options and the vesting of RSU awards and the related value realized, in each case, excluding the effect of any applicable taxes. The dollar value realized upon exercise of stock options represents the difference between (i) the sale price of the shares acquired on exercise for simultaneous exercise and sale transactions or the closing price of IAC common stock on the trading day immediately preceding the exercise date in the case of Mr. Diller's exercise, as no simultaneous sale occurred, and (ii) the exercise price of the stock option, multiplied by the number of stock options that were exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting.

(1)

In connection with the exercise of these stock options, the Company withheld 3,397,833 shares of IAC common stock to cover the payment of the exercise price and 2,945,068 shares of IAC common stock to cover the payment of taxes due in connection with the exercise, which resulted in the issuance of 3,157,099 shares of IAC common stock to Mr. Diller.

(2)

Represents the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

(3)

In addition, 1.42 LendingTree units held by Mr. Lebda vested in 2007, which number (i) represents less than 1% of the total outstanding common units of LendingTree and (ii) excludes LendingTree units held by Mr. Lebda that may potentially be exchanged for Company common stock in 2009, as discussed under Compensation Discussion and Analysis. The value of these units as of December 31, 2007 was zero.

(4)

Includes 49,204 Expedia shares acquired upon the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the exercise of stock options and the vesting of RSU
awards and the related value realized, in each case, excluding the effect of any applicable taxes. The dollar value realized upon exercise of stock options represents the difference between
(i) the sale price of the shares acquired on exercise for simultaneous exercise and sale transactions or the closing price of IAC common stock on the trading day immediately preceding the
exercise date in the case of Mr. Diller's exercise, as no simultaneous sale occurred, and (ii) the exercise price of the stock option, multiplied by the number of stock options that were
exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting.

(1)

In
connection with the exercise of these stock options, the Company withheld 3,397,833 shares of IAC common stock to cover the payment of the exercise price and 2,945,068 shares of
IAC common stock to cover the payment of taxes due in connection with the exercise, which resulted in the issuance of 3,157,099 shares of IAC common stock to Mr. Diller.

(2)

Represents
the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

(3)

In
addition, 1.42 LendingTree units held by Mr. Lebda vested in 2007, which number (i) represents less than 1% of the total outstanding common units of LendingTree and
(ii) excludes LendingTree units held by Mr. Lebda that may potentially be exchanged for Company common stock in 2009, as discussed under Compensation Discussion and Analysis. The value
of these units as of December 31, 2007 was zero.

(4)

Includes
49,204 Expedia shares acquired upon the exercise of Expedia stock options received in connection with the Expedia Spin-Off.

Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the vesting of RSU awards and the related value realized, in each case, excluding the effect of any applicable taxes. The dollar value realized upon vesting represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting. No stock options were exercised by any named executive during 2006.

(1)

In addition, 1.42 LendingTree units held by Mr. Lebda vested in 2006, which number (i) represents less than 1% of the total outstanding common units of LendingTree and (ii) excludes LendingTree units held by Mr. Lebda that are subject to the 2009 exchange right, as discussed under Compensation Discussion and Analysis beginning on page 17.