Common use of Executive Deferred Compensation Plans Clause in Contracts

Executive Deferred Compensation Plans. (a) Effective as of the Distribution Date, TM shall establish a deferred compensation plan (the “TM Deferred Compensation Plan”) and a related rabbi trust (the “TM Rabbi Trust”), each of which is substantially identical to the IAC/InterActiveCorp Executive Deferred Compensation Plan (“IAC Deferred Compensation Plan”) and the related rabbi trust for the IAC Deferred Compensation Plan (the “IAC Rabbi Trust”), to provide benefits to TM Employees and Former TM Employees from and after the Distribution Date who were participants in the IAC Deferred Compensation Plan as of immediately prior to the Distribution Date (“TM Participants”). All benefits under the IAC Deferred Compensation Plan with respect to TM Participants shall be assumed by TM and paid under the TM Deferred Compensation Plan. Effective on the Distribution Date or as soon as administratively practicable after the Distribution Date, IAC shall cause the trustee of the IAC Rabbi Trust to transfer an amount of assets from the IAC Rabbi Trust to the TM Rabbi Trust equal to the account balances of TM Participants as of the date of such transfer to fund the benefits of TM Participants under the TM Deferred Compensation Plan.

Executive Deferred Compensation Plans. (a) Effective As soon as of reasonably practicable following the Distribution Date, but in no event later than December 31, 2008, TM shall establish a deferred compensation plan (the “TM Deferred Compensation Plan”) and a related rabbi trust (the “TM Rabbi Trust”), each of which is substantially identical to the IAC/InterActiveCorp Executive Deferred Compensation Plan then in effect (“IAC Deferred Compensation Plan”) and the related rabbi trust for the IAC Deferred Compensation Plan then in effect (the “IAC Rabbi Trust”), to provide benefits to TM Employees and Former TM Employees from and after the Distribution Date who were participants in the IAC Deferred Compensation Plan as of immediately prior to the Distribution Date (“TM Participants”). All benefits under the IAC Deferred Compensation Plan with respect to TM Participants shall be assumed by TM and paid under the TM Deferred Compensation Plan. Effective on the Distribution Date or as As soon as administratively reasonably practicable after following the Distribution Date, but in no event later than December 31, 2008, IAC shall cause the trustee of the IAC Rabbi Trust to transfer an amount of assets from the IAC Rabbi Trust to the TM Rabbi Trust equal to the account balances of TM Participants as of the date of such transfer to fund the benefits of TM Participants under the TM Deferred Compensation Plan.