EFTA Document EFTA01378042

(2) Reflects the dollar value of IAC RSUs, calculated by multiplying the closing market priced IAC common stock on the grant date by the number of RSUs awarded (3) These arnoists represent the grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures Tree giant date fair value of awards reflects an estimate as of tne grant date and may not correspond to the actual value that we be recognized by the named executive officers Option Awards scented in 2014 consist of options to aschase Match Group ec cannon stock or Match stock opOons. which were valued using a Bfack.Soroles option pricing model The Black.Saoles model evaporates various assumptions, including expected volatility, expected term and risk-free interest rates The expected stock price volatilities are estimated based on rats historical volatility The nsk.free interest rates are based on the U S Treasury yields for notes with comparable terms as the awards. in effect at the grant date. The expected term is based upon the md-pcel of the fasten:I last window for exercises. For Von awards granted to the named executive officers lung 2014 Om Back.Scholes option prong model assumelions were as forlorn expected term Mek4freme Mbeeted Assumed annual Name Grant date ermsli) Interest ri b volatility dividend yield 0 Blatt 1r2On 4 500 1 6255% 30_427% 0% $ Vegan 2/11/14 3 47 0 9239% 28 778% 0% J Dawson 2/11214 3 47 0 9239% 28 778% 0% 120 Table of Contents (4) Adaptors' inforrnalon regarding at other corrpensabon OrraXIIS rOk each named executive in 2014 is as follows Gregory R. Glatt Sam Vegan Jeffrey Dawson Personal use of corporate aircraft(a) 9.957 Orvidend credits(b) S 277.590 — $ 6 954 4011k) pion Company match $ 7.800 $ 7.800 $ 7,802 Total S 295,257 S 7,860 S 14.754 (a) Reflects the incremental cost fa personal use of aircraft in winch MC has purchased a fractional ownership interest. coo calculate the eciemental cost to us for personal use of as aircraft based on the average vanabie operat,ng costs to us. The vanatle costs are calculated by multiplying the hours flown for personal use by the hourly fight and fuel charges. plus areal arrival or departure fees, if applicable, art does not include monthly management fees for such aircraft (b) Represents cash amounts paid upon the vesting of LAC RSUs in 2014 for dwderds created to untested RSUs The terms of LAC RSUs granted prior to January 1, 2012 provide that grantees are crated for ordinary cash dh/dends (in an amount equal to the nurrter of unvested RSUs outstanding on the applicable dmdend record date, multiplied by the applicable dividend rate) These &mums are paid in cash upon the vesting of the underlying IAC RSUs (5) Informabon for 2012 and 2013 reflects compensation received by Mr Blatt in his capacity as Chef Executive Officer of IAC Mr Batt was appointed as Chairman of The Match Group. a segment of IAC. in December 2013 In connection with this new role. in January 2014. an aggregate of 352.037 IAC stock options granted to Mr. Blatt in May 2013 were canceled and replaced with Match stock options, h e Princeton Review stock ape:mouton notes and DailyBurn stock appreciation Nits The amount in the table reflects the incremental expense associated with this modticabon Outstanding equity awards at 2014 fiscal year-end The table below provides information regarding IAC RSI s, IAC stock options and Match stock options held by our named executives on December 31, 2014. The Match stock options in the table give pro forma effect to estimated adjustments to be made to the Match stock options in connection with the distribution to be made by us to IAC. and to the recapitalization of our equity that will occur, in each case, immediately prior to the completion of this offering. The market value of the IAC RSU award is based on the closing price of IAC common stock on December 31. 2014 (560.79). Name Number of securities underlying unexereised options (0) (Exercisable) Number of securities underlying unexercised options (Unexercisable) Option awards Option exercise Option price expiration (5) date Number of shares or units of stock that have not vested M(1) Stock awards Market value of shares or units of stock that have not vested ($)(1 ) Gregory R. Blatt(2) Match stock options 934,277 — $ 4.06 2/16/20 Match stock options 770,848 1,541,696(3) S 9.26 5/2/23 IAC RSUs 84998 $ 5,167028 Sam Yagan Match stock options 944,000 — $ 1.90 6/8/18 Match stock options 419,040 419,040(4) $ 4.09 12/31/19 Match stock options 828.000(5) $ 9.26 2/11/24 IAC stock options 25,000 25,000(6) $ 35.62 6/8/21 IAC stock options 25.000 25,000(7) $ 60.00 2/2/22 IAC stock options 50.000(8) $ 49.18 10/3/22 Jeffrey Dawson Match stock options 41,920 41,920(4) $ 4.09 12/31/19 Match stock options 84.000(5) 5 9.26 2/11/24 (1) Mr. Blatt herd 84.998 IAC RSUs on December 31. 2014 which were granted on May 3. 2013 One-half of the RSUs vested on May 3, 2015 and the other hail will him.% vmwsec.gov Amlivetedgar datail 575189,1300104746915006434 a2226458n-I shim( I I V72/313 9:27:17 AMJ CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075202 SDNY_GM_00221386 EFTA01378042