Commencing in 2016 and as long as there are vested and exercisable SARs outstanding, IAC shall deliver to each Participant, no later than March 31 st , its written determination of the FMV (the “ Annual FMV Notice ”) as of the date of delivery of such written determination. The vested SARs shall be exercisable by a Participant, in whole or in part, once each year during the 30-day period following each delivery of the Annual FMV Notice (each, an “ Exercise Window ”). The determination by Participant of whether to exercise any or all vested SARs during a particular Exercise Window shall be made by delivery of a written notice of exercise to IAC and the Company (the “ Exercise Notice ”) by 5:00 p.m., New York time, no later than the 30 th day following the date of delivery of the applicable Annual FMV Notice, which Exercise Notice shall indicate the number of vested SARs to be exercised by Participant. If Participant elects to exercise any or all vested SARs, the Settlement Amount shall be paid as provided in Section 5(d)(iv). In no event shall a Participant’s SARs be validly exercised unless such Participant has substantially complied with any restrictive covenants to which such Participant is subject.