PROPOSAL 1ELECTION OF DIRECTORS
Proposal and Required Vote
At the upcoming Annual Meeting, a board of eleven directors will be elected, each to hold office until the next succeeding annual meeting of
stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from Match Group's Board of Directors). Information
concerning director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling
to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.
The
election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Match Group capital stock voting
together as a single class.
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The
Board recommends that our stockholders vote
FOR
the election of all director nominees.
Information Concerning Director Nominees
Background information about each director nominee is set forth below, including information regarding the specific experiences,
characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Board of Directors believes provide the Company with the perspective and
judgment needed to guide, monitor and execute its strategies.
Gregory R. Blatt
, age 48, has been a director of Match Group since October 2015, Chairman of Match Group since December 2013 and Chief
Executive Officer of Match Group since January 2016. Prior to his current roles, Mr. Blatt served as Chief Executive Officer of IAC/InterActiveCorp ("IAC") from December 2010 through December
2013, as head of its former Match segment during 2009 and 2010 and as its General Counsel from 2003 through 2008. Prior to joining IAC, Mr. Blatt was General Counsel of Martha Stewart Living
Omnimedia and an associate at the law firms of Grubman Indursky & Shire and Wachtell, Lipton, Rosen & Katz. He has a B.A. from Colgate University and a J.D. from Columbia Law School. In
nominating Mr. Blatt, the Board considered his current position as Chairman and Chief Executive Officer of the Company and his prior roles at IAC, as well as his financial literacy, expertise
regarding mergers, acquisitions, investments and other strategic transactions and operating experience.
Sonali De Rycker,
age 43, has been a director of Match Group since November 2015. Ms. De Rycker has served as a Partner at Accel
Partners in London, a leading global venture firm, where she focuses on investments in the consumer internet and digital media sectors, since April 2008. Prior to her tenure at Accel, Ms. De
Rycker was a Partner at Atlas Venture in London from August 2000 to April 2008, where she focused on investments in the internet and software service sectors. Prior to her venture capital work,
Ms. De Rycker was an investment banker at Goldman Sachs from August 1995 to August 1998. Ms. De Rycker served on the board of directors of IAC from September 2011 to December 2015 and
serves on the boards of directors of a number of private consumer internet and other companies. In nominating Ms. De Rycker, the Board considered her private equity experience (particularly in
the consumer internet and media sectors), which the Board believes gives her particular insight into investments in, and the development of, early stage companies, as well as her high level of
financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Joseph Levin
, age 37, has been a director of Match Group since October 2015. Mr. Levin has served as Chief Executive Officer of IAC
since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised
IAC's former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive
Network, an IAC subsidiary that builds, markets and delivers a wide range of consumer software products, and previously served in various capacities at IAC in strategic planning, mergers and
acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit
Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has served on the board of directors of IAC since June 2015 and
Groupon, Inc. since March 2017 and served on the boards of directors of LendingTree, Inc. from August 2008 through November 2014 and The Active Network beginning prior to its 2011
initial public offering through its sale in December 2013. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has
gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers,
acquisitions, investments and other strategic transactions.
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Ann L. McDaniel
, age 61, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a consultant to
Graham Holdings Company and previously served as Senior Vice President of Graham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel
served as Vice President-Human Resources of Graham Holdings Company from September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company
property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In nominating Ms. McDaniel, the Board considered her
extensive human resources experience, which the Board believes give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Board
believes gives her insight into business strategy, leadership and marketing.
Thomas J. McInerney
, age 52, has been a director of Match Group since November 2015. Mr. McInerney previously served as Executive
Vice President and Chief Financial Officer of IAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which
included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly
Ticketmaster Online-CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global
financial services firm, most recently as Principal. Mr. McInerney has served on the boards of directors of HSN, Inc. and Interval Leisure Group, Inc. since August 2008, and of
Yahoo! Inc. since April 2012, as well as served on the board of Cardlytics, Inc. during the past five years. In nominating Mr. McInerney, the Board considered his extensive senior
leadership experience at IAC and his related knowledge and experience regarding the Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and
acquisitions and operations, and his public company board and committee experience.
Glenn H. Schiffman
, age 47, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice
President and Chief Financial Officer of IAC since April 2016. Prior to
joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, since March 2013. Prior to
his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications
industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of
Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for
Nomura. Mr. Schiffman's roles at Nomura followed Nomura's acquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National
Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. In nominating Mr. Schiffman, the Board considered the
unique knowledge and experience regarding Match Group and its businesses that he has gained through his role as Executive Vice President and Chief Executive Officer of IAC since April 2016, as well as
his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Board also considered Mr. Schiffman's investment banking
experience, which the Board believes gives him particular insight into trends in capital markets and the technology and media industries.
Pamela S. Seymon
, age 61, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton,
Rosen & Katz, a New York law firm ("WLRK"), from January 1989 to January 2011, and prior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon
specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both
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friendly
and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In nominating Ms. Seymon,
the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level
of expertise generally regarding mergers, acquisitions, investments and other strategic transactions.
Alan G. Spoon
, age 65, has been a director of Match Group since November 2015. Mr. Spoon has served as Partner Emeritus of Polaris
Partners since January 2015 and previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital
and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known
as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at
The Washington Post Company, including President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boards of directors of IAC since February 2003, Danaher
Corporation since July 1999, CableOne since July 2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. In his not-for-profit affiliations,
Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its Executive Committee), where he also
serves as a member of the board of directors of edX (an online education platform). In nominating Mr. Spoon, the Board considered his extensive private and public company board and committee
experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry. The Board also
considered Mr. Spoon's private equity experience, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition
strategy and finance.
Mark Stein
, age 49, has been a director of Match Group since November 2015. Mr. Stein has served as Executive Vice President and
Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as
both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media
properties that comprised IAC's former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and
its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC
Search & Media. In nominating Mr. Stein, the Board considered the unique knowledge and experience that he has gained through his various roles with IAC since 2005, as well as his high
levels of financial and legal literacy, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.
Gregg Winiarski
, age 46, has been a director of Match Group since October 2015. Mr. Winiarski has served as Executive Vice
President, General Counsel and Secretary of IAC since February 2014 and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014.
Mr. Winiarski previously served as Associate General Counsel of IAC from February 2005, during which time he had primary responsibility for all legal aspects of IAC's mergers and acquisitions
and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1996 to
February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. In nominating Mr. Winiarski, the Board considered the
unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC since 2005, most recently his role as Executive Vice President and
General Counsel, as well as his high level
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of
financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Sam Yagan
, age 40, has been a director and served as Vice Chairman (in a non-executive capacity) of Match Group since February 2016.
Mr. Yagan previously served as Chief Executive Officer of the Company from December 2013 through December 2015 and as Chief Executive Officer of Match.com, Inc. from September 2012 to
December 2013. Prior to his service in these roles, Mr. Yagan served as Chief Executive Officer of OkCupid, which he co-founded in May 2003 and IAC acquired in February 2011. Mr. Yagan
has served as Chief Executive Officer of ShopRunner, a members-only online shopping service, since July 2016. In nominating Mr. Yagan, the Board considered the unique knowledge and experience
regarding Match Group and its businesses that he has gained through his various roles with Match Group and Match.com since 2012, most recently his role as Chief Executive Officer of Match Group, as
well his role as co-founder of OkCupid and his high levels of technological, product and industry expertise.
Corporate Governance
Controlled Company Status.
Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace
Rules"), which exempt "Controlled Companies" from certain Nasdaq corporate governance requirements. A "Controlled Company" is a company of which more than 50% of the voting power is held by an
individual, group or another company.
IAC
controls a majority of the voting power of Match Group capital stock. Based on 47,285,464 shares of Match Group common stock and 209,919,402 shares of Match Group Class B
common stock, respectively, outstanding on the record date (April 27, 2017), IAC beneficially owns equity securities of Match Group representing approximately 97.9% of the total voting power of
Match Group capital stock. IAC has filed a Statement of Beneficial Ownership on Schedule 13D, as amended, relating to its Match Group holdings with the SEC. On this basis, Match Group is
relying on the exemption for Controlled Companies from certain Nasdaq corporate governance requirements, specifically, those that would otherwise require
that:
-
-
a majority of Match Group's Board of Directors consist of "independent" directors, as such term is defined in the Marketplace Rules; and
-
-
Match Group have a nominating/governance committee comprised entirely of "independent" directors with a written charter addressing such
committee's purpose and responsibilities.
Leadership Structure.
The Company's business and affairs are overseen by its Board of Directors, which currently has eleven members. There
is one management representative and there are four IAC representatives on the Board. Of the six remaining current directors, five are independent. The Board has an Audit Committee and a Compensation
and Human Resources Committee, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion under Director
Independence beginning on page 9 and Board Committees beginning on page 11. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and
directly with the Chairman and Chief Executive Officer and have full access to Company management at all times.
Our
independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We do not
have a lead independent director or any other formally appointed leader for these sessions. The independent membership of our Audit and Compensation and Human Resources Committees ensures that
directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by Company management. At each regularly scheduled
Board meeting, the Chairperson of each of these committees will provide the full Board with an update
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of
all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.
Mr. Blatt
has served as both our Chairman and Chief Executive Officer since January 2016. The Company has concluded that separate roles of Chairman and Chief Executive Officer are
not necessary given that each of the principal geographic markets for the Company's dating brands and businesses, as well as certain of the Company's brands and businesses, have fully developed
management teams reporting directly to senior Match Group management and the related belief that a less centralized operating structure that pushes talent and decision-making closer to the Company's
businesses is the best way to achieve the Company's long-term growth objectives. At this time, we believe that this leadership structure is the most appropriate one for the Company and its
stockholders.
Risk Oversight.
Company management is responsible for assessing and managing the Company's exposure to various risks on a day-to-day
basis, which responsibilities include the creation of appropriate risk management programs and policies. Company management has developed and
implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognized that leadership and success are impossible
without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for
overseeing Company management in the execution of its responsibilities and for assessing the Company's approach to risk management. The Board exercises these responsibilities periodically as part of
its meetings and through discussions with Company management, as well as through the Board's Audit and Compensation and Human Resources Committees, which examine various components of financial and
compensation-related risks, respectively, as part of their responsibilities. In addition, an overall review of risks is inherent in the Board's consideration of the Company's long-term strategies and
in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board's role in risk oversight of the
Company is consistent with the Company's leadership structure, with the Chairman and Chief Executive Officer and other members of senior management having responsibility for assessing and managing the
Company's risk exposure, and the Board and its committees providing oversight in connection with those efforts.
Compensation Risk Assessment.
We periodically conduct risk assessments of our compensation policies and practices for our employees,
including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of the Company's compensation policies and programs and the
administration of these programs pose any material risks to the Company. The findings of any risk assessment are discussed with the Compensation and Human Resources Committee. Based upon our
assessments, we believe that our compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the
Company.
Director Independence.
Under the Marketplace Rules, the Board has a responsibility to make an affirmative determination that those
members of the Board who serve as independent directors do not have any relationships with us and our businesses (and/or IAC and its businesses) that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships
and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management,
as well as from Company records and publicly available information. Following these determinations, Company management monitors those transactions, relationships and arrangements that were relevant to
such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel
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and
directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board's prior independence determinations.
In
February 2017, the Board determined that each of Mses. De Rycker. McDaniel and Seymon and Messrs. McInerney and Spoon is independent. In connection with these
determinations, the Board considered that in the ordinary course of business, Match Group and its businesses (and/or IAC and its businesses) may sell products and services to, and/or purchase products
and services from, companies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there
were any payments made to (or received from) such entities by Match Group and its businesses (and/or IAC and its businesses).
In
the case of all five independent directors, there were no such payments to/from Match Group or its businesses known to Company management for the Board to consider. In the case of
Mr. Spoon, the Board also considered payments for services between each of IAC and Match Group, on the one hand, and certain Polaris Partners portfolio companies, on the other hand. Of the
remaining incumbent directors, Mr. Blatt is an executive officer of the Company, Mr.Yagan served as an executive officer of the Company during the past three years and Messrs. Levin,
Schiffman, Stein and Winiarski are executive officers of IAC. Given these relationships, none of these directors is independent.
In
addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have
also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee members and by the SEC, the Marketplace Rules and the
Internal Revenue Service for compensation committee members.
Director Nominations.
As a result of the Controlled Company exemption, the Board does not have a nominating committee or other
committee performing similar functions nor any formal policy on nominations. While there are no specific requirements for eligibility to serve as a director of Match Group, in evaluating candidates,
the Board will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of Match
Group, whether the candidate's experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and
whether the candidate is prepared and qualified to represent the best interests of Match Group's stockholders. While the Board does not have a formal diversity policy, it also considers the overall
diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that
the Board has the right mix of skills, expertise and background.
The
Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date Match Group has not received any such recommendations.
However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8750 North Central
Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The
letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to
serve (if elected), and must be accompanied by evidence of the sender's stock ownership. Any director
recommendations will be reviewed by the Corporate Secretary and the Chairman, and if deemed appropriate, will be shared with the entire Board for further review.
Communications with the Match Group Board.
Stockholders who wish to communicate with Match Group's Board of Directors or a
particular director may send any such communication to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary.
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The
mailing envelope must contain a clear notation indicating that the enclosed letter is a "StockholderBoard Communication" or "StockholderDirector
Communication." All such letters must identify the author as a stockholder, provide evidence of the sender's stock ownership and clearly state whether the intended recipients are all members of the
Board or a particular director or directors. The Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate.
The Board and Board Committees
The Board.
The Board met five times and acted by written consent two times during 2016. During 2016, all then incumbent directors
attended at least 75% of the meetings of the Board and the Board committees on which they served. Directors are not required to attend annual meetings of Match Group stockholders. Three members of the
Board of Directors attended Match Group's 2016 Annual Meeting of Stockholders.
The
Board currently has two standing committees: the Audit Committee and the Compensation and Human Resources Committee.
Audit Committee.
The members of the Company's Audit Committee, all of whom are independent directors, are Ms. Seymon and
Messrs. McInerney and Spoon (Chairperson). The Audit Committee met
nine times and did not take any action by written consent during 2016. The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which
was filed as Appendix A to Match Group's 2016 Annual Meeting proxy statement. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its
charter, which include monitoring: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting,
(iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent
registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match
Group with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, the Company's independent registered public accounting
firm, the Company's internal auditors and Company management. The formal report of the Audit Committee is set forth on page 19.
The
Board has concluded that Mr. Spoon is an "audit committee financial expert," as such term is defined in applicable SEC rules, as well as the Marketplace Rules.
Compensation and Human Resources Committee.
The members of the Company's Compensation and Human Resources Committee, all of whom
are independent directors, are Mses. De Rycker, McDaniel (Chairperson) and Seymon. The Compensation and Human Resources Committee met seven times and acted by written consent seven times during
2016. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as Appendix B to to
Match Group's 2016 Annual Meeting proxy statement. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the
Company's executive officers and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Company's executive officers.
The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee
may also delegate to one or more of the Company's executive officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to
the extent allowed under applicable law. For additional information on Match Group's processes and procedures for the consideration and determination of executive compensation and the related roles of
the Compensation and Human Resources Committee, Company management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 21. The formal
report of the Compensation and Human Resources Committee is set forth on page 27.
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Audit Committee Report
The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as
Appendix A to Match Group's 2016 Annual Meeting proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include
providing assistance to the Board of
Directors with the monitoring of: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting,
(iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent
registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match
Group with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that Match Group's financial statements and disclosures are complete,
accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of Company management and Match Group's
independent registered public accounting firm.
In
fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of Match Group for the fiscal year ended
December 31, 2016 with Match Group's management and Ernst & Young LLP, Match Group's independent registered public accounting firm.
The
Audit Committee has discussed with Ernst & Young the matters required to be discussed by PCAOB Auditing Standard No. 1301, "Communications with Audit Committees." In
addition, the Committee has received the written disclosures and letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding
Ernst & Young's communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from Match Group and its management.
In
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for Match Group
for the fiscal year ended December 31, 2016 be included in Match Group's Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.
Members of the Audit Committee
Alan
G. Spoon (Chairperson)
Thomas J. McInerney
Pamela S. Seymon
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Fees Paid to Our Independent Registered Public Accounting Firm
The following table sets forth fees for all professional services rendered by Ernst & Young LLP to Match Group for the years ended
December 31, 2016 amd 2015:
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
Audit Fees
|
|
$
|
2,416,400
|
(1)
|
$
|
3,980,000
|
(2)
|
Audit-Related Fees
|
|
|
|
|
|
|
|
Total Audit and Audit-Related Fees
|
|
$
|
2,416,000
|
|
$
|
3,980,000
|
|
Tax Fees
|
|
|
5,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
2,421,400
|
|
$
|
3,980,000
|
|
-
(1)
-
Audit
Fees in 2016 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of
periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), (iii) fees for
services performed in connection with the registration of Match Group's 6.75% Senior Notes due 2022 and 6.375% Senior Notes due 2024 in July 2016 (together, the "Senior Notes"), as well as the review
and issuance of the related comfort letter and other services related to the registration, and (iv) accounting consultations.
-
(2)
-
Audit
Fees in 2015 include: (i) fees for the audit performed in connection with our IPO, as well as the review of the related SEC registration statements,
issuance of consents and comfort letter, accounting consultations and other services related to the IPO, (ii) amounts allocated by IAC to the Company for its share of IAC's consolidated audit
fees for its annual audit of financial statements and internal control over financial reporting, (iii) fees for the audit performed in connection with the Company's acquisition of Plentyoffish
Media Inc. in October 2015, (iv) statutory audits and (v) fees for services performed in connection with the issuance of the Company's 6.75% Senior Notes due 2022 in November
2015, as well as the review and issuance of the related comfort letter and other services related to the issuance.
-
(3)
-
Tax
Fees in 2016 primarily include fees paid for tax compliance services.
Audit and Non-Audit Services Pre-Approval Policy
The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by Match Group's independent
registered public accounting firm in order to ensure that the provision of these services does not impair such firm's independence from Match Group and its management. Unless a type of service to be
provided by Match Group's independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of
pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules
regarding auditor independence.
All
Tax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee
(each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any
pre-approval is
12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to
time. Pre-approved fee levels for all services to be provided by Match Group's independent registered public accounting firm are established periodically from time to time by the Audit Committee.
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Pursuant
to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to
its Chairman. The decisions of the Chairman (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled
meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to management.
INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
Background information about Match Group's current executive officers who are not director nominees is set forth below. For background
information about Match Group's Chairman and Chief Executive Officer, Gregory R. Blatt, see the discussion under Information Concerning Director Nominees beginning on page 5.
Jared F. Sine
, age 37, has served as General Counsel and Secretary of Match Group since July 2016. Prior to that time, Mr. Sine was
Vice President and Associate General Counsel of Expedia, Inc. ("Expedia") from July 2015 to June 2016 and in that capacity was responsible for mergers, acquisitions and other strategic
transactions. Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining Expedia, Mr. Sine was an associate at the law firms of
Latham & Watkins and Cravath, Swaine & Moore. Mr. Sine as a BS and JD from Brigham Young University.
Gary Swidler
, age 46, has served as Chief Financial Officer of Match Group since September 2015. Prior to that time, Mr. Swidler
was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch ("Merrill Lynch") from April 2014 to August 2015. Prior to that time,
Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior
to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a BSE from the Wharton School at the University of
Pennsylvania and a JD from New York University School of Law.
Amarnath Thombre
, age 44, has served as Chief Strategy Officer of Match Group, where he oversees the Company's strategy, research and
analytics functions, since March 2015. Prior to that time, he served in a variety of roles at the Company, most recently as President, Match North America from April 2013 to March 2015 and prior to
that time, as Senior Vice President and Vice President, Analytics. Prior to joining the Company in 2008, Mr. Thombre held various management and strategy roles at i2 Technologies, Inc.,
where he worked closely with multiple consumer businesses in order to drive the company's growth through supply chain innovation. Mr. Thombre holds an undergraduate degree in Engineering from
the Indian Institute of Technology in Mumbai and a master's degree in Engineering from the University of Arizona.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
Our executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A") and to whom we refer to as our
named executive officers in this CD&A (the "NEOs") are:
-
-
Gregory R. Blatt, Chairman and Chief Executive Officer;
-
-
Gary Swidler, Chief Financial Officer;
-
-
Amarnath Thombre, Chief Strategy Officer; and
-
-
Jared Sine, General Counsel and Secretary (since July 2016).
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Philosophy and Objectives
Match Group's executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating
and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.
Although
Match Group is a publicly traded company, we attempt to foster an entrepreneurial culture given that we operate a broad and diverse portfolio of dating brands, and we seek to
attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain our executive officers, as well as other executives
who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private
equity and venture capital firms, financial sponsors themselves and professional firms. We structure our compensation program so that we can compete in this varied marketplace for talent, with an
emphasis on variable, contingent compensation and long-term equity ownership.
When
establishing compensation packages for a given executive, Match Group follows a flexible approach, and makes decisions based on a host of factors particular to a given executive's
situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal
equity considerations and other factors we deem relevant at the time.
Similarly,
Match Group does not follow an arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these approaches often fail to
adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, Match Group may have multiple objectives, and these
objectives, and their relative importance, often change as the competitive and strategic landscapes shift, even within a given compensation cycle. As a result, formulaic approaches often
over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and rely primarily on a discretionary
approach.
Roles and Responsibilities
The Compensation and Human Resources Committee of the Company's Board of Directors (for purposes of this CD&A, the "Committee") has primary
responsibility for establishing the compensation of the Company's executive officers. All compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part) on
recommendations from Mr. Blatt (as described below), and with input from representatives of the Company's majority stockholder. The Committee currently consists of Mses. De Rycker,
McDaniel (Chairperson) and Seymon.
The
executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2017, Mr. Blatt met with the
Committee and discussed his views of corporate and individual executive officer performance for 2016 for Messrs. Swidler, Thombre and Sine, and his recommendations for annual bonuses for those
executive officers. He also discussed his own performance. Following these discussions, the Committee met in executive sessions to discuss these recommendations, including their views of corporate and
individual performance for 2016 for Mr. Blatt. After consideration of these recommendations, the input and recommendations from representatives of the Company's majority stockholder and their
own evaluations, the Committee ultimately determined annual bonus amounts for each executive officer.
In
establishing a given executive officer's compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories
and outstanding long-term compensation arrangements are also reviewed and taken into account. However, Match Group does not believe in any formulaic relationship or targeted allocation between these
elements. Instead, each individual executive's situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.
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Although
the Committee reserves the right to solicit the advice of consulting firms and engage legal counsel, except as noted below, no such consulting firms or legal counsel were
engaged during 2016.
In
addition, from time to time, the Company may solicit survey or peer compensation data from various consulting firms. In 2016, the Company engaged Compensation Advisory
Partners LLC ("CAP") to provide comparative market data in connection with the Company's own analysis of its equity compensation practices, but neither CAP nor any other compensation consultant
had any role in determining or recommending the amount or form of executive compensation for 2016.
Compensation Elements
Match Group's compensation packages for executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically
equity awards), and, to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, we typically review the total
compensation of each executive, evaluating the executive's total near and long-term compensation in the aggregate. We then determine which element or combinations of compensation elements (salary,
bonus and/or equity) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any
prescribed relationship between the various elements of the total compensation package.
Salary
General.
Match Group typically negotiates a new executive officer's starting salary upon arrival, based on the executive's prior
compensation history, prior compensation levels for the particular position within Match Group, the location of a particular executive, salary levels of other executives within Match
Group, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive's services.
Once
established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors
that demonstrate an executive's increased value to Match Group.
2016.
Mr. Sine's salary of $350,000 was established upon his joining Match Group in July 2016. In establishing this salary
level, Match Group relied on comparable positions, its general experience recruiting for similar roles and negotiations with this executive. No other executive officer salaries were established or
adjusted during 2016.
Annual Bonuses
General.
Match Group's bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary.
Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive's total compensation, the bonus program
provides an important incentive tool to achieve Match Group's annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of financial results for the prior
year.
The
determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year. At the beginning of each year, the Committee sets performance
objectives, which historically have been tied to the achievement of EBITDA (as defined below), revenue or share price performance targets during the forthcoming year, and maximum bonus amounts. In
general, these performance targets are the minimum acceptable performance conditions, but with respect to which there is substantial uncertainty when we establish them. The establishment of
performance targets and maximum bonus amounts is undertaken primarily to satisfy the requirements of Section 162(m) of the
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Code.
Satisfaction of one or more of the performance targets established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes,
should any bonuses be awarded to the Company's executive officers. However, satisfaction of the applicable performance targets does not obligate the Committee to approve any specific bonus amount for
any executive officer, and the Committee has historically reduced the maximum bonus amount based on a discretionary assessment of Company and, to a lesser extent, individual performance. In
determining individual annual bonus amounts, we consider a variety of factors regarding the Company's overall performance, such as growth in profitability or achievement of strategic objectives by the
Company, an individual's performance and contribution to the Company, and general bonus expectations previously established between the Company and the executive. We do not quantify the weight given
to any specific element or otherwise follow a formulaic calculation; however, Company performance tends to be the dominant driver of the ultimate bonus amount.
The
definition of EBITDA used for establishing Section 162(m) performance objectives comes from the 2015 Plan, and is as follows: "EBITDA" means for any period, operating profit
(loss) plus, if applicable: (i) depreciation, (ii) amortization and impairment of intangibles, (iii) goodwill impairment, (iv) non-cash compensation expense,
(v) restructuring charges, (vi) non-cash write-downs of assets, (vii) charges relating to disposal of lines of business, (viii) litigation settlement amounts, and
(ix) costs incurred for proposed and completed acquisitions.
For
2016 bonuses, we considered a variety of factors, including year-over-year revenue and Adjusted EBITDA growth, levels of cash flow generated from operations, and certain strategic
accomplishments, including debt financings, strategic merger and acquisition activity and the general successful operation of the Company in its first full year following its initial public offering.
While these factors were the primary ones considered in setting bonus award amounts, the Committee also considered each executive officer's role and responsibilities, the relative contributions made
by each executive officer during the year and the relative size of the bonuses paid to the other executive officers. With respect to bonuses for NEOs, the Committee considered the following:
(i) with respect to Mr. Blatt, his role as Chairman and Chief Executive Officer of the Company, including his focus on overseeing the operations of, and developing the strategic agenda
for, the Company, (ii) with respect to Mr. Swidler, his role as Chief Financial Officer of the Company, including his management of the Company's financial operations and his oversight
of the Company's debt offering and term loan amendment, (iii) with respect to Mr. Thombre, his substantial contributions to significant strategic initiatives at the Company, as well as
his substantial contributions in connection with Tinder's 2016 performance, and (iv) with respect to Mr. Sine, his role as General Counsel, including his management of the Company's
legal operations.
Executive
officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer
performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company's annual goals.
Long-Term Incentives
General.
Match Group believes that ownership shapes behavior, and that by providing a meaningful portion of an executive officer's
compensation in stock based awards, an executive's incentives are aligned with stockholder interests in a manner that drives better performance over time. The primary long term incentives for our NEOs
have been Match Group stock options, although Match Group restricted stock unit ("RSU") awards have also been granted from time-to-time.
In
setting particular award levels, the predominant objectives have been providing the executive with effective retention incentives and incentives for strong future performance.
Appropriate levels to meet these goals may vary from year to year, and from executive to executive, based on a variety of factors.
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The
annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in setting annual equity
awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than annual bonuses.
All
equity awards have been approved by the Committee, other than the IAC equity awards granted to Messrs. Swidler and Thombre in 2016, which were approved by the IAC Compensation
and Human Resources Committee. When granting Match Group equity awards, the Committee has taken into account historical practices, the Committee's view of market compensation generally, the dilutive
impact of equity grants and desired short and long-term dilution levels, a given executive's existing equity holdings and their retention and incentive value and other relevant factors. When
considering equity compensation for the Company's Chairman and Chief Executive Officer, the Committee also considered the input of representatives of the Company's majority stockholder.
Except
where otherwise noted, equity awards have been made following year-end after finalization of financial results for the prior year. Committee meetings at which the awards are made
are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.
2016 Awards.
In February 2016, as part of the Company's annual year-end compensation review, Mr. Thombre received 225,000
stock options. In July 2016, in connection with his joining the Company as General Counsel and Secretary, Mr. Sine received 250,000 stock options and an RSU award with a dollar value of
$150,000. The options vest 25% a year, on the first four anniversaries of the grant date, and have an exercise price equal to the closing price of the Company's common stock on the grant date.
Mr. Sine's RSUs vest in three equal installments on the first three anniversaries of the grant date. Messrs. Blatt and Swidler did not receive any Match Group stock option awards in
2016, as they both received substantial awards in late 2015.
2017 Awards.
In February 2017, as part of the Company's annual year-end compensation review, the Committee granted 125,000 stock
options to Mr. Swidler, 200,000 stock options to Mr. Thombre and 100,000 stock options to Mr. Sine. The options vest 25% a year, on the first four anniversaries of the grant date,
and have an exercise price equal to the closing price of the Company's common stock on the grant date. Also in February 2017, Mr. Swidler received 175,000 RSUs vesting in three equal
installments on the first three anniversaries of the grant date, and Messrs. Thombre and Sine received 175,000 and 50,000 RSUs, respectively, vesting in two equal installments on the second and
third anniversaries of the grant date. The Committee considered Mr. Blatt's outstanding equity awards, including the grant made to him at the time of the Company's initial public offering in
November 2015, and elected not to make an additional award to Mr. Blatt in February 2017.
2016 Employment Agreements
Mr. Blatt.
On April 27, 2016 (the "Blatt Effective Date"), the Company and Mr. Blatt entered into a new
employment arrangement. The agreement provides for an initial term of one (1) year from the Blatt Effective Date and provides for automatic renewals for successive one (1) year terms
absent written notice from Match Group or Mr. Blatt ninety (90) days prior to the expiration of the then current term. During the term, Mr. Blatt will receive an annual base
salary of $1,000,000 and will be eligible for discretionary annual bonuses. In the event Mr. Blatt's employment is involuntarily terminated: (i) he shall be entitled to salary
continuation for twelve (12) months, subject to offset for amounts earned from other employment, and (ii) all Match Group equity awards (and equity awards issued by any Match Group
subsidiary or its parent) that are outstanding on the date of termination and that would have vested during the six (6) month period following his date of termination (assuming that all such
awards vested on a monthly basis) will vest on the termination date. Upon a termination of Mr. Blatt's employment for any reason other than for cause, all vested options shall remain
exercisable for eighteen (18) months following the termination date. Mr. Blatt will also be subject to
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customary
post-employment restrictive covenants, including a non-compete and a prohibition on soliciting Company employees and customers.
Mr. Sine.
Effective July 5, 2016 (the "Sine Effective Date"), the Company and Mr. Sine entered into an
employment agreement, pursuant to which Mr. Sine became the Company's General Counsel and Secretary. The agreement has an initial term of one (1) year from the Sine Effective Date and
provides for automatic renewals for successive one (1) year terms absent written notice from Match Group or Mr. Sine ninety (90) days prior to the expiration of the then current
term. The agreement provides that Mr. Sine will be eligible to receive an annual base salary (currently $350,000), discretionary annual bonuses, equity awards and such other employee benefits
as may be reasonably determined by the Committee. In connection with the commencement of Mr. Sine's employment, he was granted: (i) 10,006 restricted stock units (the "RSU Award") and
(ii) 250,000 stock options with an exercise price equal to the closing price of the Company's common stock on the grant date. The RSU Award vests in three equal installments on first three
anniversaries of the Sine Effective Date and the stock option awards vest in four equal installments on the first four anniversaries of the Sine Effective Date, in all cases, subject to
Mr. Sine's continued employment with Match Group. In the event Mr. Sine's employment is involuntary terminated, he shall be entitled to salary continuation for twelve (12) months,
subject to offset for amounts earned from other employment. Mr. Sine will also be subject to customary post-employment restrictive covenants, including a non-compete and a prohibition on
soliciting Company employees and customers.
Change of Control
Match Group believes that providing executives with change of control protection is sometimes important to allowing executives to fully value
the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. The terms of equity awards granted to senior executives generally include a
so-called "double-trigger" change of control provision, as provided for under the 2015 Plan, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change
of control, but only when the executive suffers an involuntary termination of employment during the two (2) year period following such change of control. The Committee believes that providing
for the acceleration of the vesting of equity awards after an involuntary termination in these circumstances will assist in the retention of our executives through a change of control transaction.
Severance
We generally provide executive officers with some amount of salary continuation in the event of an involuntary termination of employment, and in
certain instances, accelerate the vesting of certain equity awards held by such executive officers at the time of termination. The Company generally does not provide for the acceleration of the
vesting of equity awards in the event an executive officer voluntarily resigns from the Company.
Other Compensation
Under limited circumstances, certain Match Group executive officers have received non-cash and non-equity compensatory benefits. The value of
these benefits, as and if applicable, is reported under the "Other Annual Compensation" column of the Summary Compensation Table on page 27 of this proxy statement pursuant to applicable rules.
Match Group executive officers do not participate in any deferred compensation or retirement program other than IAC's 401(k) plan.
Tax Deductibility
Match Group structures its compensation policies to qualify as performance-based compensation under Section 162(m) of the Code whenever
it is reasonably possible to do so, while also meeting our compensation objectives. Nonetheless, from time to time, certain non-deductible compensation may be paid, and the Match Group Board of
Directors and the Committee reserve the authority to award non-deductible compensation to named executive officers in appropriate circumstances.
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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION
AT THE 2018 ANNUAL MEETING
Eligible stockholders who intend to have a proposal considered for inclusion in Match Group's proxy materials for presentation at the 2018
Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to IAC at its corporate headquarters no later than January 2, 2018. Stockholder
proposals submitted for inclusion in Match Group's proxy materials must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act. Eligible stockholders who intend to present
a proposal or nomination at the 2018 Annual Meeting of Stockholders without inclusion of the proposal in Match Group's proxy materials are required to provide notice of such proposal or nomination to
IAC at its corporate headquarters no later than March 19, 2018. If Match Group does not receive notice of the proposal or nomination at its corporate headquarters prior to such date, such
proposal or nomination will be considered untimely for purposes of Rules 14a-4 and 14a-5 of the Exchange Act and those Match Group officers who have been designated as proxies will accordingly
be authorized to exercise discretionary voting authority to vote for or against the proposal. Match Group reserves the right to reject, rule out of order or take other appropriate action with respect
to any proposal or nomination that does not comply with these and other applicable requirements.
HOUSEHOLDING
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to send one set of printed proxy materials to any household
at which two or more stockholders reside if they appear to be members of the same family or have given their written consent (each stockholder continues to receive a separate proxy card). This
process, which is commonly referred to as "householding," reduces the number of duplicate copies of proxy materials stockholders receive and reduces printing and mailing costs. Only one set of our
printed proxy materials will be sent to stockholders eligible for householding unless contrary instructions have been provided.
Once
you have received notice that your broker or Match Group will be householding your proxy materials, householding will continue until you are notified otherwise or you revoke your
consent. You may request a separate set of our printed proxy materials by sending a written request to Investor Relations, Match Group, Inc., 8750 North Central Expressway, Suite 1400,
Dallas, Texas 75231, or by sending an e-mail to
IR@match.com
. Upon request, Match Group undertakes to deliver such materials promptly.
If
at any time: (i) you no longer wish to participate in householding and would prefer to receive a separate set of our printed proxy materials or (ii) you and another
stockholder sharing the same address wish to participate in householding and prefer to receive one set of our proxy materials, please notify your broker if you hold your shares in street name or Match
Group if you are a stockholder of record. You can notify us by sending a written request to Investor Relations, Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas,
Texas 75231, or by sending an e-mail to
IR@match.com
.
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APPENDIX A
MATCH GROUP, INC.
2017 STOCK AND ANNUAL INCENTIVE PLAN
SECTION 1. PURPOSE; DEFINITIONS
The purposes of this Plan are to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors
and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock and incentive plan providing incentives directly linked to stockholder value. Certain terms used herein
have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:
(a) "
Affiliate
" means a corporation or other entity controlled by, controlling or under common control with, the Company.
(b) "
Applicable Exchange
" means the NASDAQ or such other securities exchange as may at the applicable time be the principal
market for the Common Stock.
(c) "
Award
" means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, other stock-based award or
Cash-Based Award granted or assumed pursuant to the terms of this Plan, including Subsidiary Equity Awards.
(d) "
Award Agreement
" means a written or electronic document or agreement setting forth the terms and conditions of a
specific Award.
(e) "
Board
" means the Board of Directors of the Company.
(f) "
Cash-Based Award
" means an Award denominated in a dollar amount.
(g) "
Cause
" means, unless otherwise provided in an Award Agreement, (i) "Cause" as defined in any Individual Agreement
to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) the willful or gross neglect by a Participant of his
employment duties; (B) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by a Participant; (C) a material breach by a Participant of a
fiduciary duty owed to the Company or any of its subsidiaries; (D) a material breach by a Participant of any nondisclosure, non-solicitation or non-competition obligation owed to the Company or
any of its Affiliates; or
(E) before a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant's Award Agreement. Notwithstanding the general rule of
Section 2(c), following a Change in Control, any determination by the Committee as to whether "Cause" exists shall be subject to de novo review.
(h) "
Change in Control
" has the meaning set forth in Section 10(a).
(i) "
Code
" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury
Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to
include such regulations and guidance, as well as any successor provision of the Code.
(j) "
Commission
" means the Securities and Exchange Commission or any successor agency.
(k) "
Committee
" has the meaning set forth in Section 2(a).
(l) "
Common Stock
" means common stock, par value $0.001 per share, of the Company.
(m) "
Company
" means Match Group, Inc., a Delaware corporation, or its successor.
(n) "
Disability
" means (i) "Disability" as defined in any Individual Agreement to which the Participant is a party, or
(ii) if there is no such Individual Agreement or it does not define
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"Disability,"
(A) permanent and total disability as determined under the Company's long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to
the Participant or the Committee determines otherwise in an applicable Award Agreement, "Disability" as determined by the Committee. Notwithstanding the above, with respect to an Incentive Stock
Option, Disability shall
mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code and, with respect to all Awards, to the extent required by Section 409A of the Code, Disability shall mean
"disability" within the meaning of Section 409A of the Code.
(o) "
Disaffiliation
" means a Subsidiary's or Affiliate's ceasing to be a Subsidiary or Affiliate for any reason (including,
without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.
(p) "
EBITA
" means for any period, operating profit (loss) plus, if applicable, (i) amortization and impairment of
intangibles, (ii) goodwill impairment, (iii) non-cash compensation expense, (iv) restructuring charges, (v) non cash write-downs of assets, (vi) charges relating to
disposal of lines of business, (vii) litigation settlement amounts and (viii) costs incurred for proposed and completed acquisitions.
(q) "
EBITDA
" means for any period, operating profit (loss) plus, if applicable, (i) depreciation,
(ii) amortization and impairment of intangibles, (iii) goodwill impairment, (iv) non-cash compensation expense, (v) restructuring charges, (vi) non cash write-downs
of assets, (vii) charges relating to disposal of lines of business, (viii) litigation settlement amounts and (ix) costs incurred for proposed and completed acquisitions.
(r) "
Eligible Individuals
" means directors, officers, employees and consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective directors, officers, employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.
(s) "
Exchange Act
" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
(t) "
Fair Market Value
" means, unless otherwise determined by the Committee, the closing price of a share of Common Stock on
the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, all
as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith
discretion,
provided
that such determination shall be made in a manner consistent with any applicable requirements of Section 409A of the Code.
(u) "
Free-Standing SAR
" has the meaning set forth in Section 5(b).
(v) "
Grant Date
" means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a
grant of an Award and determines the number of Shares to be subject to such Award or the formula for earning a number of shares or cash amount or (ii) such later date as the Committee shall
provide in such resolution.
(w) "
IAC
" means IAC/InterActiveCorp, a Delaware corporation.
(x) "
Incentive Stock Option
" means any Option that is designated in the applicable Award Agreement as an "incentive stock
option" within the meaning of Section 422 of the Code, and that in fact so qualifies.
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(y) "
Individual Agreement
" means an employment, consulting or similar agreement between a Participant and the Company or one
of its Subsidiaries or Affiliates.
(z) "
NASDAQ
" means the National Association of Securities Dealers Inc. Automated Quotation System.
(aa) "
Nonqualified Option
" means any Option that is not an Incentive Stock Option.
(bb) "
Option
" means an Award described under Section 5.
(cc) "
Outside Directors
" has the meaning set forth in Section 11(a).
(dd) "
Participant
" means an Eligible Individual to whom an Award is or has been granted.
(ee) "
Performance Goals
" means the performance goals established by the Committee in connection with the grant of an Award.
In the case of Qualified-Performance Based Awards that are intended to qualify under Section 162(m)(4)(C) of the Code, (i) such goals shall be based on the attainment of one or any
combination of the following: specified levels of earnings per share from continuing operations, net profit after tax, EBITDA, EBITA, gross profit, cash generation, unit volume, market share, sales,
asset quality, earnings per share, operating income, revenues, return on assets, return on operating
assets, return on equity, profits, total stockholder return (measured in terms of stock price appreciation and/or dividend growth), cost saving levels, marketing- spending efficiency, core
non-interest income, change in working capital, return on capital, and/or stock price, with respect to the Company or any Subsidiary, Affiliate, division or department of the Company and
(ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations. Such Performance Goals also may be
based upon the attaining of specified levels of Company, Subsidiary, Affiliate or divisional performance under one or more of the measures described above relative to the performance of other
entities, divisions or subsidiaries.
(ff) "
Plan
" means the Match Group, Inc. 2017 Stock and Annual Incentive Plan, as set forth herein and as hereafter
amended from time to time.
(gg) "
Qualified Performance-Based Award
" means an Award intended to qualify for the Section 162(m) Exemption, as
provided in Section 11.
(hh) "
Restricted Stock
" means an Award described under Section 6.
(ii) "
Restricted Stock Units
" means an Award described under Section 7.
(jj) "
Retirement
" means retirement from active employment with the Company, a Subsidiary or Affiliate at or after the
Participant's attainment of age 65.
(kk) "
RS Restriction Period
" has the meaning set forth in Section 6(b)(ii).
(ll) "
RSU Restriction Period
" has the meaning set forth in Section 7(b)(ii).
(mm) "
Section 162(m) Exemption
" means the exemption from the limitation on deductibility imposed by
Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.
(nn) "
Share
" means a share of Common Stock.
(oo) "
Stock Appreciation Right
" has the meaning set forth in Section 5(b).
(pp) "
Subsidiary
" means any corporation, partnership, joint venture, limited liability company or other entity during any
period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.
(qq) "
Subsidiary Equity Awards
" means awards that correspond to shares of a Subsidiary, which awards may be settled in Shares
under this Plan.
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(rr) "
Tandem SAR
" has the meaning set forth in Section 5(b).
(ss) "
Term
" means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to
earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.
(tt) "
Termination of Employment
" means the termination of the applicable Participant's employment with, or performance of
services for, the Company and any of its Subsidiaries. Unless otherwise determined by the Committee, if a Participant's employment with, or membership on a board of directors of, the Company
terminates but such Participant continues to provide services to the Company in a non-employee director capacity or as an employee, as applicable, such change in status shall not be deemed a
Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or a division of the Company shall be deemed to incur a Termination of Employment if, as a result of a
Disaffiliation, such Subsidiary, or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately thereafter become an employee of (or service provider
for), or member of the board of directors of, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and
its Subsidiaries shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any Award that constitutes "nonqualified deferred compensation" within the meaning
of Section 409A of the Code, "Termination of Employment" shall mean a "separation from service" as defined under Section 409A of the Code.
SECTION 2. ADMINISTRATION
(a)
Committee.
The Plan shall be administered by the Compensation Committee of the Board or such other committee
of the Board as the Board may from time to time designate (the "
Committee
"), which committee shall be composed of not less than two directors, and shall
be appointed by and serve at the pleasure of the Board. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the
Committee shall have the authority, subject to the terms of the Plan:
(i) to
select the Eligible Individuals to whom Awards may from time to time be granted;
(ii) to
determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, other
stock-based awards, Cash-Based Awards or any combination thereof, are to be granted hereunder;
(iii) to
determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash-Based Award;
(iv) to
determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;
(v) subject
to Section 12, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;
(vi) to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;
(vii) to
accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion
determines;
(viii) to
interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);
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(ix) to
establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable;
(x) to
decide all other matters that must be determined in connection with an Award; and
(xi) to
otherwise administer the Plan.
(b)
Procedures.
(i) The Committee may act only by a majority of its members then in office, except that the
Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.
(ii) Subject
to Section 11(c), any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the
Board conflicts with action taken by the Committee, the Board action shall control.
(c)
Discretion of Committee.
Subject to Section 1(g), any determination made by the Committee or by an
appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the
time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant
to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals.
(d)
Award Agreements.
The terms and conditions of each Award (other than any Cash-Based Award), as determined by
the Committee, shall be set forth in an Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such
Award. The effectiveness of an Award shall not be subject to the Award Agreement's
being signed by the Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12
hereof.
SECTION 3. COMMON STOCK SUBJECT TO PLAN
(a)
Plan Maximums.
The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be
35,000,000 Shares. The maximum number of Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 10,000,000 Shares. Shares subject to an Award under the Plan may
be authorized and unissued Shares or may be treasury Shares.
(b)
Individual Limits
.
(i) During
a calendar year, no single Participant (excluding non-employee directors of the Company) may be granted:
(A) Options
or Stock Appreciation Rights covering in excess of 10,000,000 Shares in the aggregate; or
(B) Qualified
Performance-Based Awards (other than Options or Stock Appreciation Rights) covering in excess of 10,000,000 Shares in the aggregate.
(c)
Rules for Calculating Shares Delivered
.
(i) To
the extent that any Award is forfeited, terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Award not
delivered as a result thereof shall again be available for Awards under the Plan.
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(ii) If
the exercise price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual
delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in Section 3(a).
(iii) To
the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of an Option) and/or the tax withholding obligations relating to
such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in Section 3(a).
(d)
Adjustment Provisions
.
(i) In
the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company's direct or
indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a "
Corporate
Transaction
"), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number
and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of
Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of
outstanding Options and Stock Appreciation Rights.
(ii) In
the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital
structure of the Company or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property, the Committee or the Board shall
make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the
Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the
number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Options and Stock Appreciation Rights.
(iii) In
the case of Corporate Transactions, the adjustments contemplated by clause (i) of this paragraph (d) may include, without limitation, (A) the
cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or
the Board in its sole discretion (it being
understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving
entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration
being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (B) the substitution of
other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and
(C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without
limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary,
Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee may adjust the Performance Goals
applicable to any Awards to reflect any Share Change and any Corporate Transaction and any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings,
discontinued operations, and the cumulative effects of accounting or tax
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changes,
each as defined by generally accepted accounting principles or as identified in the Company's financial statements, notes to the financial statements, management's discussion and analysis or
the Company's other filings with the Commission. Any adjustments made pursuant to this Section 3(d) to Awards that are considered "deferred compensation" within the meaning of
Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code. Any adjustments made pursuant to this Section 3(d) to Awards that are not
considered "deferred compensation" subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be
subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.
(iv) Any
adjustment under this Section 3(d) need not be the same for all Participants.
SECTION 4. ELIGIBILITY
Awards may be granted under the Plan to Eligible Individuals and to any individuals who hold IAC Awards that are converted into Awards in the
event of a spin-off of the Company from IAC;
provided
,
however
, that Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).
SECTION 5. OPTIONS AND STOCK APPRECIATION RIGHTS
(a)
Types of Options.
Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award
Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.
(b)
Types and Nature of Stock Appreciation Rights.
Stock Appreciation Rights may be "Tandem SARs," which are
granted in conjunction with an Option, or "Free-Standing SARs," which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled
to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation
Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be
made in cash or Common Stock or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.
(c)
Tandem SARs.
A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be
exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as
the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or
forfeiture of the Tandem SAR.
(d)
Exercise Price.
The exercise price per Share subject to an Option or Stock Appreciation Right shall be
determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date. In no event
may any Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in exchange for cash or
other Awards or in conjunction with the grant of any new Option or Stock Appreciation Right with a lower exercise price or otherwise be subject to any action that would be treated under the Applicable
Exchange listing standards or for accounting purposes, as a "repricing" of such Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company's
stockholders.
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(e)
Term.
The Term of each Option and each Stock Appreciation Right shall be fixed by
the Committee, but shall not exceed ten years from the Grant Date.
(f)
Vesting and Exercisability.
Except as otherwise provided herein, Options and Stock Appreciation Rights shall
be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Option or Stock Appreciation Right will become
exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the
Committee may at any time accelerate the exercisability of any Option or Stock Appreciation Right.
(g)
Method of Exercise.
Subject to the provisions of this Section 5, Options and Stock Appreciation
Rights may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company or through the procedures established with the Company's
appointed third-party Plan administrator specifying the number of Shares as to which the Option or Stock Appreciation Right is being exercised;
provided
,
however
, that, unless otherwise permitted by the Committee, any such exercise must be with
respect to a portion of the applicable Option or Stock
Appreciation Right relating to no less than the lesser of the number of Shares then subject to such Option or Stock Appreciation Right or 100 Shares. In the case of the exercise of an Option, such
notice shall be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to such Option multiplied by the applicable per Share
exercise price) by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as follows:
(i) Payment
may be made in the form of unrestricted Shares already owned by Participant (by delivery of such Shares or by attestation) of the same class as the Common Stock
subject to the Option (based on the Fair Market Value of the Common Stock on the date the Option is exercised);
provided
,
however
, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned Shares of the same class as the Common
Stock subject to the Option may be authorized only at the time the Option is granted.
(ii) To
the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. To the
extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise of Options.
(iii) Payment
may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on the
date the applicable Option is exercised) equal to the product of (A) the exercise price per Share multiplied by (B) the number of Shares in respect of which the Option shall have been
exercised.
(h)
Delivery; Rights of Stockholders.
No Shares shall be delivered pursuant to the exercise of an Option until
the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or
series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the
Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a), and (iii) in the case of an Option, has
paid in full for such Shares.
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(i)
Terminations of Employment.
Subject to Section 10(b), a Participant's Options and Stock Appreciation
Rights shall be forfeited upon such Participant's Termination of Employment, except as set forth below:
(i) Upon
a Participant's Termination of Employment by reason of death, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately
before the Termination of Employment may be exercised at any time until the earlier of (A) the first anniversary of the date of such death and (B) the expiration of the Term thereof;
(ii) Upon
a Participant's Termination of Employment by reason of Disability or Retirement, any Option or Stock Appreciation Right held by the Participant that was
exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the first anniversary of such Termination of Employment and (B) the
expiration of the Term thereof;
(iii) Upon
a Participant's Termination of Employment for Cause, any Option or Stock Appreciation Right held by the Participant shall be forfeited, effective as of such
Termination of Employment;
(iv) Upon
a Participant's Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Option or Stock Appreciation Right held by the
Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90
th
day following such
Termination of Employment and (B) expiration of the Term thereof; and
(v) Notwithstanding
the above provisions of this Section 5(i), if a Participant dies after such Participant's Termination of Employment but while any Option or Stock
Appreciation Right remains exercisable as set forth above, such Option or Stock Appreciation Right may be exercised at any time until the later of (A) the earlier of (1) the first
anniversary of the date of such death and (2) expiration of the Term thereof and (B) the last date on which such Option or Stock Appreciation Right would have been exercisable, absent
this Section 5(i)(v).
Notwithstanding
the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning the consequences of a Termination of Employment;
provided
,
however
, that if such rules are less favorable to the Participant than those set forth above,
such rules are set forth in the applicable Award Agreement. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Option will thereafter be treated as a Nonqualified Option.
(j)
Nontransferability of Options and Stock Appreciation Rights.
No Option or Stock Appreciation Right shall be
transferable by a Participant other than (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Stock Appreciation Right, pursuant to a
qualified domestic relations order or as otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to the Participant's family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this
Plan, unless otherwise determined by the Committee, "family member" shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of
1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be
exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation
Right is permissibly transferred pursuant to this Section 5(j), it being understood that the term "Participant" includes such guardian, legal representative and other transferee;
provided
,
however
, that the term "Termination of Employment" shall continue to refer to the Termination
of Employment of the original Participant.
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SECTION 6. RESTRICTED STOCK
(a)
Nature of Awards and Certificates.
Shares of Restricted Stock are actual Shares issued to a Participant, and
shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of
Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
"The
transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Match Group, Inc. 2017 Stock and Annual
Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Match Group, Inc."
The
Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any
Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
(b)
Terms and Conditions.
Shares of Restricted Stock shall be subject to the following terms and conditions:
(i) The
Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the continued service of the
applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee
conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant,
the Committee may, prior to or at the time of grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant, vesting, or transferability and the other provisions of
Restricted Stock Awards (including without limitation any Performance Goals) need not be the same with respect to each Participant.
(ii) Subject
to the provisions of the Plan and the applicable Award Agreement, so long as a Restricted Stock Award remains subject to the satisfaction of vesting conditions
(the "
RS Restriction Period
"), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted
Stock.
(iii) Except
as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted
Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares
and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 14(e), (A) cash dividends on the class or series
of Common Stock that is the subject of the Restricted Stock Award shall be automatically reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, and
(B) subject to any adjustment pursuant to Section 3(d), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which
such dividend was paid, held subject to the vesting of the underlying Restricted Stock.
(iv) Except
as otherwise set forth in the applicable Award Agreement and subject to Section 10(b), upon a Participant's Termination of Employment for any reason
during the RS Restriction Period or before the applicable Performance Goals are satisfied, all Shares of Restricted Stock still subject to restriction shall be forfeited by such Participant;
provided
,
however
,
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that
the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant's Shares of Restricted Stock.
(v) If
and when any applicable Performance Goals are satisfied and the RS Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which
legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.
SECTION 7. RESTRICTED STOCK UNITS
(a)
Nature of Awards.
Restricted Stock Units are Awards denominated in Shares that will be settled, subject to
the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares or both, based upon the Fair Market Value of a specified number of Shares.
(b)
Terms and Conditions.
Restricted Stock Units shall be subject to the following terms and conditions:
(i) The
Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units upon the continued service of the
applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee
conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant, the
Committee may, prior to or at the time of grant, designate such Awards as Qualified Performance-Based Awards. The conditions for grant, vesting or transferability and the other provisions of
Restricted Stock Units (including without limitation any Performance Goals) need not be the same with respect to each Participant.
(ii) Subject
to the provisions of the Plan and the applicable Award Agreement, so long as an Award of Restricted Stock Units remains subject to the satisfaction of vesting
conditions (the "
RSU Restriction Period
"), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted
Stock Units.
(iii) The
Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to
receive current or delayed payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 14(e) below).
(iv) Except
as otherwise set forth in the applicable Award Agreement, and subject to Section 10(b), upon a Participant's Termination of Employment for any reason
during the RSU Restriction Period or before the applicable Performance Goals are satisfied, all Restricted Stock Units still subject to restriction shall be forfeited by such Participant;
provided
,
however
, that the Committee shall have the discretion to waive, in whole or in part, any or
all remaining restrictions with respect to any or all of such Participant's Restricted Stock Units.
(v) Except
to the extent otherwise provided in the applicable Award Agreement, an award of Restricted Stock Units shall be settled as and when the Restricted Stock Units
vest (but in no event later than March 15 of the calendar year following the end of the calendar year in which the Restricted Stock Units vest).
SECTION 8. OTHER STOCK-BASED AWARDS
Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon or settled in,
Common Stock, including (without limitation), unrestricted stock, performance units, dividend equivalents, and convertible debentures, may be granted under the Plan.
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SECTION 9. CASH-BASED AWARDS
Cash-Based Awards may be granted under this Plan. Cash-Based Awards that are Qualified Performance-Based Awards shall be subject to the
provisions of Section 11 of this Plan. In addition, no Eligible Individual may be granted Cash-Based Awards that are Qualified Performance-Based Award that have an aggregate maximum payment
value in any calendar year in excess of $10.0 million. Cash-Based Awards may be paid in cash or in Shares (valued at Fair Market Value as of the date of payment) as determined by the Committee.
SECTION 10. CHANGE IN CONTROL PROVISIONS
(a)
Definition of Change in Control.
Except as otherwise may be provided in an applicable Award Agreement, for
purposes of the Plan, a "
Change in Control
" shall mean any of the following events:
(i) The
acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than Barry Diller and his
Affiliates (a "
Person
") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of equity securities of the
Company representing more than 50% of the voting power of the then outstanding equity securities of the Company entitled to vote generally in the election of directors (the
"
Outstanding Company Voting Securities
");
provided
,
however
, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change in Control: (A) any
acquisition by the Company, (B) any acquisition directly from the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii); or
(ii) Individuals
who, as of the Effective Date, constitute the Board (the "
Incumbent Board
") cease for any reason to
constitute at least a majority of the Board;
provided
,
however
, that any individual becoming a director
subsequent to the Effective Date, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board, or whose election was not opposed by Barry Diller voting as a stockholder, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the purchase of
assets or stock of another entity (a "
Business Combination
"), in each case, unless immediately following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own,
directly or indirectly, more than 50% of the then outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or equivalent
governing body, if applicable) of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Voting Securities, (B) no Person (excluding Barry Diller and his Affiliates, any employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination) will beneficially own, directly or indirectly, more than a majority of the combined voting power of the
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then
outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the members of
the board of directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination will have been members of the Incumbent Board at the time of the initial
agreement, or action of the Board, providing for such Business Combination; or
(iv) Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company.
For
the avoidance of doubt, a spin-off of the Company from IAC shall not constitute a Change in Control.
(b)
Impact of Event/Double Trigger.
Unless otherwise provided in the applicable Award Agreement, subject to
Sections 3(d), 10(d) and 14(k), notwithstanding any other provision of this Plan to the contrary, upon a Participant's Termination of Employment, during the two-year period following a Change
in Control, by the Company other than for Cause or Disability or by the Participant for Good Reason (as defined below):
(i) any
Options and Stock Appreciation Rights outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall be
fully exercisable and vested and shall remain exercisable until the later of (i) the last date on which such Option or Stock Appreciation Right would be exercisable in the absence of this
Section 10(b) and (ii) the earlier of (A) the first anniversary of such Change in Control and (B) expiration of the Term of such Option or Stock Appreciation Right;
(ii) all
Restricted Stock outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all
restrictions and become fully vested and transferable; and
(iii) all
Restricted Stock Units outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be
earned and payable in full, and any restrictions shall lapse and such Restricted Stock Units shall be settled as promptly as is practicable (but in no event later than March 15 of the calendar
year following the end of the calendar year in which the Restricted Stock Units vest).
(c) For
purposes of this Section 10, "
Good Reason
" means (i) "Good Reason" as defined in any Individual
Agreement or Award Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, without the Participant's
prior written consent: (A) a material reduction in the Participant's rate of annual base salary from the rate of annual base salary in effect for such Participant immediately prior to the
Change in Control, (B) a relocation of the Participant's principal place of business more than 35 miles from the city in which such Participant's principal place of business was located
immediately prior to the Change in Control or (C) a material and demonstrable adverse change in the nature and scope of the Participant's duties from those in effect immediately prior to the
Change in Control. In order to invoke a Termination of Employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one or more of the conditions described
in clauses (A) through (C) within 90 days following the Participant's knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days
following receipt of such written notice (the "
Cure Period
") during which it may remedy the condition. In the event that the Company fails to remedy the
condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such Termination of
Employment to constitute a Termination of Employment for Good Reason.
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(d) Notwithstanding
the foregoing, if any Award is subject to Section 409A of the Code, this Section 10 shall be applicable only to the extent specifically
provided in the Award Agreement or in the Individual Agreement.
SECTION 11. QUALIFIED PERFORMANCE-BASED AWARDS; SECTION 16(b)
(a) The
provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a "covered
employee" (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the
Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention
(including, without limitation, to require that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being "outside directors" for purposes of the
Section 162(m) Exemption ("
Outside Directors
")). When granting any Award other than an Option or Stock Appreciation Right, the Committee may
designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or may be a "covered employee" (within the meaning of Section 162(m)(3)
of the Code) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof)
shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors).
(b) The
full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award
designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.
(c) The
provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and all such transactions will be exempt from) the short-swing
recovery rules of Section 16(b) of the Exchange Act ("
Section 16(b)
"). Accordingly, the composition of the Committee shall be subject to
such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b),
and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).
SECTION 12. TERM, AMENDMENT AND TERMINATION
(a)
Effectiveness.
The Board approved this Plan on April 26, 2017. The effective date(the
"
Effective Date
") of this Plan is the date that the Plan is approved by the Company's stockholders.
(b)
Termination.
The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as
of such date shall not be affected or impaired by the termination of the Plan.
(c)
Amendment of Plan.
The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant's consent, except such an amendment made
to comply with applicable law (including without limitation Section 409A of the Code), stock exchange rules or accounting rules. In addition, no amendment shall be made without the approval of
the Company's stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.
(d)
Amendment of Awards.
Subject to Section 5(d), the Committee may unilaterally amend the terms of any
Award theretofore granted, but no such amendment shall, without the Participant's consent, materially impair the rights of any Participant with respect to an Award, except such an
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amendment
made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.
SECTION 13. UNFUNDED STATUS OF PLAN
It is intended that the Plan constitute an "unfunded" plan. Solely to the extent permitted under Section 409A, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments;
provided
,
however
, that the existence of such trusts or other arrangements is consistent with the
"unfunded" status of the Plan.
SECTION 14. GENERAL PROVISIONS
(a)
Conditions for Issuance.
The Committee may require each person purchasing or receiving Shares pursuant to an
Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to
issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance,
of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect
of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other
consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or
advisable.
(b)
Additional Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.
(c)
No Contract of Employment.
The Plan shall not constitute a contract of employment, and adoption of the Plan
shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any
employee at any time.
(d)
Required Taxes.
No later than the date as of which an amount first becomes includible in the gross income of
a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. If determined by the Company,
withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due
to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
(e)
Limitation on Dividend Reinvestment and Dividend Equivalents.
Reinvestment of dividends in additional
Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if
sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such
reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units
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equal
in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent
reinvestment in further Restricted Stock Units on the terms contemplated by this Section 14(e).
(f)
Designation of Death Beneficiary.
The Committee shall establish such procedures as it deems appropriate for
a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant's death are to be paid or by whom any rights of such eligible Individual, after such Participant's
death, may be exercised.
(g)
Subsidiary Employees.
In the case of a grant of an Award to any employee of a Subsidiary, the Company may,
if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares
underlying Awards that are forfeited or canceled shall revert to the Company.
(h)
Governing Law and Interpretation.
The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and
shall have no force or effect.
(i)
Non-Transferability.
Except as otherwise provided in Section 5(j) or as determined by the Committee,
Awards under the Plan are not transferable except by will or by laws of descent and distribution.
(j)
Foreign Employees and Foreign Law Considerations.
The Committee may grant Awards to Eligible Individuals who
are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company
to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications,
amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.
(k)
Section 409A of the Code.
It is the intention of the Company that no Award shall be "deferred
compensation" subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in this Section 14(k), and the Plan and the
terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code,
including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be
set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any
Award that constitutes a "nonqualified deferred compensation plan" subject to Section 409A of the Code, if the Participant is a "specified employee" within the meaning of Section 409A of
the Code, any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the Participant's Termination of Employment shall be delayed until the earlier of
(A) the first day of the seventh month following the Participant's Termination of Employment and (B) the Participant's death. Each payment under any Award shall be treated as a separate
payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award.
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Match Group, Inc. 8750 North Central Expressway Suite 1400 Dallas, TX 75231 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below. 1. Election of Directors Nominees 000 The Board of Directors recommends you vote FOR proposals 2 and 3: ForAgainst Abstain 2. To approve the Match Group, Inc. 2017 Stock and Annual Incentive Plan 3. Ratification of the appointment of Ernst & Young LLP as Match Group, Inc.'s independent registered public accounting firm for 2017. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 0000337538_1 R1.0.1.15 000 000 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com Match Group, Inc. Annual Meeting of Stockholders May 19, 2017 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of Match Group, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 1, 2017, and hereby appoints each of Lance Barton, Jared F. Sine and Gary Swidler, proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Match Group, Inc. to be held on May 19, 2017, at 9:00 a.m. local time, at Match Group's New York offices, located at 555 West 18th Street, New York 10011, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. 0000337538_2 R1.0.1.15 Continued and to be signed on reverse side