Form of Non-Qualified Stock Option Agreement



 Exhibit 10.62 
 KAYAK SOFTWARE CORPORATION 
 2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

THIS AGREEMENT dated as
of            , 20  , between KAYAK Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual
identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”). 
 1. Grant of Option. Pursuant and subject to the Company’s 2012 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”), the Company grants to you, the
Optionee identified in the table below, an option (the “Option”) to purchase from the Company all or any part of a total of the number of shares identified in the table below (the “Optioned Shares”) of the class of common
stock, par value $.001 per share, in the Company (the “Stock”), at the exercise price per share set out in the table below. 
  

			
	Optionee	  	                             
                                         
              
		
	Class of Stock	  	[Class A Common Stock]/[Class B Common Stock]
		
	Number of Shares	  	                             
                                         
              
		
	Exercise Price Per Share	  	                             
                                         
              
		
	Grant Date	  	                             
                                         
              
		
	Expiration Date	  	                             
                                         
              

 2. Character of Option. This Option is not intended to be treated as an “incentive stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 
 3. Expiration of
Option. This Option shall expire at 5:00 p.m. Eastern Time on Expiration Date or, if earlier, the earliest of the dates specified in whichever of the following applies: 
 (a) If the termination of your employment or other association is on account of your death or disability, the first anniversary of the date your employment or other association ends. 

(b) If the termination of your employment or other association is due to any other reason, three (3) months after your employment or
other association ends. 







 (c) If the Company terminates your employment or other association for Cause, or at the
termination of your employment or other association the Company had grounds to terminate your employment or other association for Cause (whether then or thereafter determined), immediately upon the termination of your employment or other
association. 
 4. Exercise of Option. 
 (a) Until this Option expires, you may exercise it as to the number of Optioned Shares identified in the table below, in full or in part, at any time on or after the applicable exercise date or dates
identified in the table. However, during any period that this Option remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable immediately prior
to the end of your employment or other association. The procedure for exercising this Option is described in Section 7.1(e) of the Plan. 
  

			
	 Number of Shares
 in Each Installment
	 	 Initial Exercise Date
 for Shares in Installment


 5. Transfer of Option. You may not transfer this Option except by will or the laws of descent and
distribution, and, during your lifetime, only you may exercise this Option. 
 [6. Community
Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, you shall be treated as agent and attorney-in-fact for that interest held or claimed by your spouse with respect to this
Option and any Optioned Shares and the parties hereto shall act in all matters as if the Optionee was the sole owner of this Option and (following exercise) any such Optioned Shares. This appointment is coupled with an interest and is
irrevocable.]1 

[7]. Incorporation of Plan Terms. This Option is granted subject to all of the applicable terms and provisions of the Plan,
including but not limited to the limitations on the Company’s obligation to deliver Optioned Shares upon exercise set forth in Section 9 of the Plan (Settlement of Awards). 

[8]. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without
regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized
terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument. 

 
  

	1 	 Inclusion for grants to California residents (and residents to other states with community property rules). 



  
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 [9]. Tax Consequences. The Company makes no representation or warranty as to the tax
treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice. 

IN WITNESS WHEREOF, the parties have executed this Agreement as a
sealed instrument as of the date first above written. 
  

											
	KAYAK Software Corporation	 		 		 		 	
						
	By:	 	  
	 		 		 		 	  

		 		 		 		 		 	Signature of Optionee
						
	Title:	 	  
	 		 		 		 	
						
		 		 		 		 		 	Optionee’s Address:
						
		 		 		 		 		 	  

						
		 		 		 		 		 	  

						
		 		 		 		 		 	  



  
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