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Exhibit 10.1

 

MATCH.COM, INC. EQUITY PROGRAM

 

SECTION 1.  Definitions

 

(a)                                   “Code” means the Internal Revenue Code of 1986, as amended.

 

(b)                                  “Fair Market Value” means (i) if shares of MatchCo Common Stock are not traded on a national securities exchange, a reasonable, good faith judgment of the Administrator (or by such person or party designated by the Administrator using any reasonable method or procedure, including arbitration), determined in accordance with Section 409A of the Code, of the fair market value of a share of MatchCo Common Stock, taking into account all relevant factors and (ii) if shares of MatchCo Common Stock are traded on a national securities exchange, the closing price of a share of MatchCo Common Stock on such exchange on the date of measurement, or if shares of MatchCo Common Stock were not traded on such exchange on such measurement date, then on the next preceding date on which shares of MatchCo Common Stock were traded, all as reported by such source as the Administrator may select.

 

(c)                                   “Grant Date” means (i) the date on which the Administrator by resolution selects an individual to receive a grant of an award under the Program and determines the number of shares of MatchCo Common Stock to be subject to such award, or (ii) such later date as the Administrator shall provide in such resolution.

 

(d)                                  “MatchCo” means Match.com, Inc.

 

(e)                                   “MatchCo Common Stock” means common stock, $0.01 par value of MatchCo.

 

(f)                                     “Program” means this Match.com, Inc. Equity Program.

 

SECTION 2.  Administration

 

The Program shall be administered by the Board of Directors of MatchCo or a duly designated committee of the Board of Directors of MatchCo (the “Administrator”). Any determination made by the Administrator or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Program with respect to any award made under the Program shall be made in the sole discretion of the Administrator or such delegate at the time of the grant of the award or, unless in contravention of any express term of the Program, at any time thereafter. All decisions made by the Administrator or any appropriately delegated officer pursuant to the provisions of the Program shall be final and binding


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