Joseph M. Levin - 25 May 2021 Form 4 Insider Report for Vimeo, Inc. (VMEO)

Footnote F1

On November 5, 2020, Mr. Levin received a Restricted Stock award from IAC/InterActiveCorp ("IAC") covering 3,000,000 shares of IAC common stock. In connection with the spin-off of the Issuer from IAC (the "Spin-off"), Mr. Levin received in respect of each share of IAC restricted common stock that he holds 1.6235 shares of the Issuer's restricted common stock. The restricted stock award will cliff vest on the ten-year anniversary of the grant date, subject to continued employment through such date and satisfaction of specified stock price performance goals.

Footnote F2

Some or all of the shares of Issuer common stock covered by the award may vest earlier than the ten-year anniversary upon a qualifying termination of employment, a change in control of Issuer or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin will have the right to vote such shares of Issuer common stock during the restricted period and will be entitled to receive ordinary cash dividends on the shares during the restricted period only to the extent that the stock price performance goals have been met as of the dividend record date.

Footnote F3

Represents shares of Issuer common stock that Mr. Levin received in connection with the completion of the Spin-off, as a result of shares of IAC common stock held by Mr. Levin prior to the Spin-off. In connection with the Spin-off, each share of IAC par value $0.001 common stock was reclassified into (i) one share of IAC par value $0.0001 common stock and (ii) 1/100th of a share of IAC par value $0.01 Series 1 mandatorily exchangeable preferred stock that was then automatically exchanged into 1.6235 shares of Issuer common stock (with holders receiving cash in lieu of any fractional shares of Issuer common stock resulting, after aggregation, from the reclassification).

Footnote F4

Pursuant to the terms of the Employee Matters Agreement, dated as of May 25, 2021 (the "EMA"), by and among the Issuer and IAC and in connection with the Spin-off, each option to purchase shares of IAC common stock that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into (i) an option to purchase shares of common stock of IAC and (ii) an option to purchase shares of the Issuer's common stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (x) the value of IAC common stock prior to the Spin-off and (y) the value of IAC common stock and the value of the Issuer's common stock after giving effect to the Spin-off.

Footnote F5

Except as otherwise described herein and except to the extent otherwise provided under local law, the converted options generally have the same terms and conditions, including the same exercise periods, as the options to purchase shares of IAC common stock had immediately prior to the Spin-off. Following the Spin-off, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Issuer employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employed them immediately following the Spin-off.