Exhibit 10.15


 


RESIGNATION AGREEMENT


 


The
Resignation Agreement (this “Agreement”) by and among Expedia, Inc., a
Washington corporation (the “Company”), and Richard N. Barton (the
“Executive”), is dated as of February 5, 2003 (the “Execution Date”).  Any capitalized terms used but not
specifically defined herein shall have the meaning set forth in the Employment
Agreement dated as of February 7, 2002 entered into by and between the
Executive and the Company (the “Employment Agreement”).


 


WHEREAS, the
Executive has been employed by the Company as its President and Chief Executive
Officer; and


 


WHEREAS, the
Company and the Executive have agreed that the Executive shall resign, and they
wish to set forth their mutual agreement as to the terms and conditions of such
resignation; and


 


WHEREAS it is
the intention of the parties that the Executive shall accept his appointment to
the board of directors of USA Interactive (the “USA Board”).


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                       Resignation.
Effective as of March 31, 2003 (the “Resignation Date”), the Executive hereby
resigns from his employment as the President and Chief Executive Officer of the
Company and from his position as a member of the Board of Directors of the
Company (the “Board”), and from all other positions that the Executive holds as
an employee, officer or member of the board of directors of the Company, its
affiliates or its subsidiaries (the Company, its subsidiaries and affiliates
are herein after referred to as the “Affiliated Entities”) other than as a
member of the USA Board, if the Executive is a member of such board as of the
Resignation Date.  The Executive shall
execute all other documents necessary to effectuate such resignations.


 


2.                                       Benefits. 


 


(a) Accrued Obligations.  Promptly following the Resignation Date, the Executive shall be
paid any accrued but unpaid Base Salary through the Resignation Date and any
compensation previously earned but deferred by the Executive (together with any
interest or earnings thereon) that has not yet been paid.


 


(b) Company Equity Awards. Each of the Executive’s options to
purchase shares of the Company’s common stock (“Company Options”) and other
equity awards based on the Company’s common stock (“Company Awards”),
including, without limitation, any warrants granted in respect to of the
Company’s Options (“Company Warrants”) that would have vested pursuant to their
normal vesting schedule during the 2003 had the


 

















 


Executive remained employed by the Company through the end of  calendar year 2003 shall vest and any
restrictions on Company Awards will lapse on an accelerated basis on the
Resignation Date.  Vested Company
Options shall remain exercisable through December 31, 2004 or, if earlier, the
scheduled expiration date of the Company Option, subject to the appropriate
provisions of the agreement evidencing the Company Options.  Vested Company Warrants shall remain
exercisable through the scheduled expiration date, subject to the appropriate
provisions of the agreement evidencing the Company Warrants. All Company
Options and Company Awards (including Company Warrants) held by the Executive
that are not vested either as of the Resignation Date or pursuant to the
preceding sentence shall be forfeited as of the Resignation Date.  The Executive’s award agreements evidencing
the grant of any of the awards described in this Section 2(b) are herby amended
to the extent necessary to effectuate the provisions of this Section 2(b).  In all other respects, the awards described
in this Section 2(b) shall continue to be governed in accordance with their
terms.


 


(c) Other benefits. The Executive shall retain his rights to
elect to receive COBRA continuation coverage under section 4980B of the
Internal Revenue Code of 1986, as amended, in his behalf and on behalf of his
eligible dependents.


 


3.             Mutual Release.   (a) Executive Release.  In consideration of the benefits set forth in Section 2,
except for the rights expressly provided herein, the Executive for himself, his
heirs, administrators, representatives, executors, successors and assigns
(collectively “Releasors”) does hereby irrevocably and unconditionally release,
acquit, and forever discharge the Company, its shareholders, subsidiaries,
affiliates, divisions, trustees, agents, and their respective former and current
shareholders, directors, officers, and employees, including without limitation
all persons acting by, through, under or in concert with any of them
(collectively, “Releasees”), and each of them from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, remedies, actions, causes of action, suits, rights,
demands, costs, losses, debts, and expenses (including attorneys’ fees and
costs) of any nature whatsoever (collectively, “Executive Claims”), known or
unknown, whether in law or equity and whether arising from under federal,
state, or local law and in particular including any claim for discrimination
based upon race, color, ethnicity, sex, age, national origin, religion,
disability, or any other unlawful criterion or circumstance, which the
Executive and Releasors had, now have, or may have in the future against each
or any of the Releasees from the beginning of the world until the Execution
Date.  As of the Resignation Date, the
Executive shall execute an additional release to release Executive Claims from
the Execution Date through the Resignation Date in a from substantially similar
to this Section 3(a).


 

















 


(b) Company Release.  In
consideration of the Executive’s entering into this Agreement, except for the
rights expressly provided herein, the Company and its subsidiaries
(collectively, the “Company Releasors”) do hereby irrevocably and
unconditionally release, acquit and forever discharge the Executive and his
heirs, administrators, representatives, executors, and assigns (in each case as
their capacity as such) (collectively, the “Executive Releasees”), and each of
them from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, remedies, actions, causes of
action, suits, rights, demands, costs, losses, debts, and expenses(including
attorneys’ fees and costs) of any nature whatsoever (collectively, “Company
Claims”), to the extent the underlying event relating to such Company Claim is
generally known as of the Execution Date to the senior officers of the Company
Releasors and USA Interactive, whether in law or equity and whether arising
under federal, state, or local law and in particular including any claim for
discrimination based upon race, color, ethnicity, sex, age, national origin,
religion, disability, or any other unlawful criterion, or circumstance, which
the Company Releasors had, now have, or may have in the future against each or
any of the Executive Releasees from the beginning of the world until the
Execution Date.


 


4.             Entire
Agreement; Other Benefits.  This
Agreement sets forth the entire agreement of the Company and the Executive with
respect to the subject matter hereof, and supersedes all prior agreements,
understandings, discussions, and negotiations, whether written or oral, between
parties hereto, including the Employment Agreement, which shall be void and of
no further force or effect, other than Section 1(e), Section 2(a) through 2(h)
(other than Section 2(f) ) and Section 9 of the Standard Terms and Conditions
of the Employment Agreement, which shall continue in accordance with their
terms.  Without limiting the generality
of the foregoing, the Executive expressly acknowledged and agrees that except
as specifically set forth in this Agreement, he is not entitled to receive any
severance pay, severance benefits, compensation or employee benefits of any
kind whatsoever from the Affiliated Entities including, without limitation, any
severance or other benefits under the Employment Agreement.


 


5.             Assignment;
Successors.  This Agreement is
personal in its nature and neither party shall, without the consent of the
other, assign or transfer this Agreement or any rights or obligations
hereunder; provided that the Company may assign this Agreement to its
affiliates; provided, further that, in the event of the merger,
consolidation, transfer, or sale of all or substantially all of the assets


 

















 


of the Company with or to any other individual or entity, this
Agreement shall, subject to the provisions hereof, be binding upon and inure to
the benefit of such successor and such successor shall discharge and perform
all the promises, covenants, duties, and obligations of the Company hereunder
and all references herein to the “Company” shall refer to such successor.


 


6.             Amendment;
Waiver.  Failure to insist upon
strict compliance with any of the terms, covenants, or conditions hereof shall
not be deemed a waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power hereunder at any other time or times.  This Agreement may be amended, modified, or
changed only by a written instrument executed by the Executive and the Company.


 


7.             Governing
Law.  This Agreement and the legal
relations thus created between the parties hereto shall be governed by and
constructed under and in accordance with the laws and the State of Delaware,
without principles of conflicts of laws. Any and all disputes between the
parties which may arise pursuant to this Agreement will be heard and determined
solely before an appropriate federal court in Delaware, or, if not maintainable
therein, then in an appropriate Delaware state court.  The parties acknowledge that such courts have jurisdiction to
interpret and enforce the provisions of this Agreement, and the parties consent
to, and waive any and all objections that they may have as to, personal
jurisdiction and/or venue in such courts.


 


8.             Notices.  All notices and other communications
hereunder shall be in writing; shall be delivered by hand delivery to the other
party or mailed by registered or certified mail, return receipts requested,
postage prepaid; shall be deemed delivered upon actual receipt; and shall be
addressed as follows:


 


	
  If to the Executive:

  
	
   

  
	
  At the most recent address on file at the Company

  
	
   

  
	
  If to the Company:

  
	
   

  
	
  Expedia Inc.

  
	
  13810 SE Eastage Road

  
	
  Suite 400

  
	
  Bellevue, Washington 98052

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  USA Interactive

  
	
  152 West 57th Street

  
	
  New York, NY 10019

  



 

















 


	
  Attention:
  General Counsel

  
	
   

  
	
  or to such address as either party shall have furnished to the other
  in writing in accordance herewith

  



 


9.             Tax
Withholding.  The Company shall make
such deductions and withhold such amounts from each payment and benefit made or
provided to the Executive hereunder, as may be required from time to time by
applicable law, governmental regulation, or order.


 


10.           Headings.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.


 


11.           Severability.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. 
All portions of this Agreement that do not violate any statute or public
policy shall continue in full force and effect.  Further, any court order striking any portion of this Agreement
shall modify the stricken terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Agreement.


 


12.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


 


IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.


 


	
   

  	
   

  	
  /s/ Richard N. Barton

  	
   

  
	
   

  	
   

  	
  Executive

  	
   

  
	
   

  	
   

  
	
   

  	
  EXPEDIA, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Britton  

  	
   

  
	
   

  	
   

  	
  Name : Mark Britton

  



  	
   

  	
  Title: Evp, Worldwide Corporate Affairs