During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as Chief Executive Officer of the Company.  During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein.  During Executive’s employment with the Company, Executive shall report directly to the Board of Directors of the Company (the “Board”) and the Chairman of the Board.  Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Board, to the extent consistent with Executive’s position.  Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with policies applicable to all employees of the Company and its subsidiaries and/or affiliates as in effect from time to time.   Notwithstanding the foregoing, Executive may (i) serve as a member of the board of directors of the entities set forth on Exhibit A hereto and as corporate board member for such other organizations as may be approved in advance by the Board; (ii) serve as a director of, or a member of a committee of the board of directors of, any non-profit organization, or engage in other charitable, community or religious activities; or (iii) engage in personal or family passive investment activities; provided, in each case, that said service or activity does not (x) interfere with Executive’s ability to perform his duties for the Company as contemplated hereunder, or (y) compete with, or present an actual or apparent conflict of interest for, the Company or IAC and its subsidiaries, which shall be determined by the General Counsel of IAC in his sole, good faith discretion.