exv10w1






Exhibit 10.1




Execution Copy




EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Dara Khosrowshahi
(“Executive”) and Expedia, Inc., a Delaware corporation (the “Company”), and is effective as
of May 28, 2009 (the “Effective Date”).




          WHEREAS, the Company desires to establish its right to the services of
Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and
Executive is willing to accept such employment on such terms and conditions.




          NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and
the Company have agreed and do hereby agree as follows:




1.A. EMPLOYMENT. The Company agrees to employ Executive as President and Chief Executive
Officer of the Company; Executive accepts and agrees to such employment. During Executive’s
employment with the Company, Executive shall 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 Chairman and Senior Executive
of the Company. Executive shall have such powers and duties with respect to the Company as may
reasonably be assigned to Executive by the Chairman and Senior Executive, to the extent consistent
with Executive’s position and status. 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 the Company’s policies as in effect from time to time. Executive’s principal place
of employment shall be the Company’s offices located in Bellevue, Washington.



2.A. TERM OF AGREEMENT. The term (“Term”) of this Agreement shall commence on the Effective
Date and shall continue through the third anniversary of the Effective Date, unless sooner
terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions.



3.A. COMPENSATION.



(a) BASE SALARY. During the Term, the Company shall pay Executive an annual base salary of
$1,000,000.00 (the “Base Salary”), payable in equal biweekly installments or in accordance with the
Company’s payroll practice as in effect from time to time. For all purposes under this Agreement,
the term “Base Salary” shall refer to Base Salary as in effect from time to time.



(b) DISCRETIONARY BONUS. During the Term, Executive shall be eligible to receive
discretionary annual bonuses. Any such annual bonus shall be paid not later than March 15 of the
calendar year immediately following the calendar year with respect to which such annual bonus
relates (unless Executive has elected to defer receipt of such bonus pursuant to an arrangement
that meets the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”)).



 









 




(c) BENEFITS. During the Term, from the Effective Date through the date of termination of
Executive’s employment with the Company for any reason, Executive shall be entitled to participate
in any welfare, health and life insurance and pension benefit and incentive programs as may be
adopted from time to time by the Company on the same basis as that provided to similarly situated
executives of the Company generally. Without limiting the generality of the foregoing, Executive
shall be entitled to the following benefits:





     (i) Reimbursement for Business Expenses. During the Term, the Company shall
reimburse Executive for all reasonable and necessary expenses incurred by Executive in
performing Executive’s duties for the Company, on the same basis as similarly situated
executives of the Company generally and in accordance with the Company’s policies as in
effect from time to time.




     (ii) Vacation. During the Term, Executive shall be entitled to annual paid
vacation in accordance with the plans, policies, programs and practices of the Company
applicable to similarly situated executives of the Company generally.



4.A. NOTICES. All notices and other communications under this Agreement shall be in writing
and shall be given by first-class mail, certified or registered with return receipt requested or
hand delivery acknowledged in writing by the recipient personally, and shall be deemed to have been
duly given three days after mailing or immediately upon duly acknowledged hand delivery to the
respective persons named below:




	 	If to the Company: 	     	Expedia, Inc.

333 108th Avenue NE

Bellevue, Washington 98004

Attention: General Counsel
	 
	 	If to Executive: 	     	At the most recent address on record for
Executive at the Company





Either party may change such party’s address for notices by notice duly given pursuant hereto.



5.A. GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus created
between the parties hereto shall be governed by and construed under and in accordance with the
internal laws of the State of Washington without reference to the principles of conflicts of laws.
Any and all disputes between the parties which may arise pursuant to this Agreement will be heard
and determined before an appropriate federal court in Washington, or, if not maintainable therein,
then in an appropriate Washington 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.



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6.A 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. Executive expressly understands and acknowledges that the Standard Terms and Conditions
attached hereto are incorporated herein by reference, deemed a part of this Agreement and are
binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached
hereto, taken as a whole.



          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its
duly authorized officer and Executive has executed and delivered this Agreement.




	 	 	 	 	 
	 	EXPEDIA, INC.

 	 
	 	/s/ Burke F. Norton
 	 
	 	By: Burke F. Norton 	 
	 	Title:  	Executive Vice President, General Counsel 	 
	 
	 	 	 
	 	/s/ Dara Khosrowshahi
 	 
	 	Dara Khosrowshahi 	 
	 	 	 



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STANDARD TERMS AND CONDITIONS





1. TERMINATION OF EXECUTIVE’S EMPLOYMENT.



(a) DEATH. Upon termination of Executive’s employment prior to the expiration of the Term
by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or
beneficiaries, within 30 days of Executive’s death in a lump sum in cash, (i) Executive’s Base
Salary from the date of Executive’s death through the end of the month in which Executive’s death
occurs and (ii) any Accrued Obligations (as defined in Section l(f) below) in a lump sum in cash.



(b) DISABILITY. If, as a result of Executive’s incapacity due to physical or mental illness
(“Disability”), Executive shall have been absent from the full-time performance of Executive’s
duties with the Company for a period of four consecutive months and, within 30 days after written
notice is provided to Executive by the Company (in accordance with Section 4A hereof), Executive
shall not have returned to the full-time performance of Executive’s duties, Executive’s employment
under this Agreement may be terminated by the Company for Disability. During any period prior to
such termination during which Executive is absent from the full-time performance of Executive’s
duties with the Company due to Disability, the Company shall continue to pay Executive’s Base
Salary at the rate in effect at the commencement of such period of Disability, offset by any
amounts payable to Executive under any disability insurance plan or policy provided by the Company.
Upon termination of Executive’s employment due to Disability, the Company shall pay Executive
within 30 days of such termination (i) Executive’s Base Salary through the end of the month in
which Executive’s termination of employment for Disability occurs in a lump sum in cash, offset by
any amounts payable to Executive under any disability insurance plan or policy provided by the
Company; and (ii) any Accrued Obligations in a lump sum in cash.



(c) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. The Company may terminate
Executive’s employment under this Agreement with or without Cause at any time and Executive may
resign under this Agreement with or without Good Reason at any time. As used herein, “Cause” shall
mean: (i) the plea of guilty or nolo contendere to, conviction for, or the commission of, a felony
offense by Executive; provided, however, that after indictment, the Company may
suspend Executive from the rendition of services, but without limiting or modifying in any other
way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a
fiduciary duty owed to the Company or any of its subsidiaries; (iii) a material breach by Executive
of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by
Executive of the material duties required by this Agreement; or (v) a knowing and material
violation by Executive of any Company policy pertaining to ethics, legal compliance, wrongdoing or
conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if
curable, is not cured by Executive within 30 days after Executive is provided with written notice
thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the
expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term,
this Agreement shall terminate without



 









 







further obligation by the Company, except for the payment of any Accrued Obligations in a lump sum
in cash within 30 days of such termination.



(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY
EXECUTIVE FOR GOOD REASON. Upon termination of Executive’s employment prior to the expiration
of the Term by the Company without Cause (other than for death or Disability) or by Executive for
Good Reason (as defined below), then:




(i) the Company shall continue to pay Executive the Base Salary through the longer of (x) the
end of the Term over the course of the then remaining Term and (y) 12 months (such period,
the “Salary Continuation Period” and such payments, the “Cash Severance Payments”), in each
case payable in equal biweekly installments in accordance with the Company’s payroll practice
as in effect from time to time;




(ii) the Company shall pay Executive within 30 days of the date of such termination in a lump
sum in cash any Accrued Obligations;




(iii) the Company will consider in good faith the payment of a discretionary bonus on a pro
rata basis for the year in which the Termination of Employment occurs, any such payment to be
paid (if at all) based on actual performance during the year in which termination has
occurred and based on the number of days of employment during such year relative to 365 days
(payable in a lump sum at the time such annual bonus would otherwise have been paid);




(iv) other than with respect to restricted stock units granted pursuant to the Expedia
Restricted Stock Agreement between Executive and the Company, dated March 7, 2006, as
amended, with respect to which this clause (iv) shall not apply, any compensation awards of
Executive based on, or in the form of, Company equity (e.g. restricted stock, restricted
stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and
unvested at the time of such termination but which would, but for a termination of
employment, have vested during the 12 months following such termination (such period, the
“Equity Acceleration Period”) shall vest (and with respect to awards other than stock options
and stock appreciation rights, settle) as of the date of such termination of employment;
provided that any outstanding award with a vesting schedule that would, but for a
termination of employment, have resulted in a smaller percentage (or none) of the award being
vested through the end of such Equity Acceleration Period than if it vested annually pro rata
over its vesting period shall, for purposes of this provision, be treated as though it vested
annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were
granted 2.7 years prior to the date of the termination and vested pro rata on each of the
first five anniversaries of the grant date and 100 RSUs were granted 1.7 years prior to the
date of termination and vested on the fifth anniversary of the grant date, then on the date
of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and
settle); provided further that any amount that would vest under this provision but
for the fact that outstanding performance conditions have not been satisfied shall vest (and
with respect to awards other than stock options and stock appreciation rights, settle) only
if, and at such point as, such performance conditions are



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satisfied; and provided further that to the extent that any such equity awards
constitutes “non-qualified deferred compensation” within the meaning of Section 409 A, such
awards shall vest, but only settle in accordance with their terms (it being understood that
it is intended that no equity awards outstanding as of the date of this Agreement constitutes
“non-qualified deferred compensation” within the meaning of Section 409A); and




(v) any then vested options of Executive (including options vesting as a result of (iv)
above) granted by the Company to purchase Company equity, shall remain exercisable through
the date that is 18 months following the date of such termination or, if earlier, through the
scheduled expiration date of such options.



The expiration of the Term shall not give rise to any payment to Executive or acceleration
obligation under this Section 1(d). The payment to Executive of the severance benefits described in
this Section l(d) shall be subject to Executive’s execution and non-revocation of a general
release, within 30 days of the date of termination of Executive’s employment, of the Company and
its affiliates in a form substantially similar to that used for similarly situated executives of
the Company and Executive’s compliance with the restrictive covenants set forth in Section 2 (other
than any non-compliance that is immaterial, does not result in harm to the Company or its
affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given
by the Company). Executive acknowledges and agrees that the Company’s payment of severance benefits
described in this Section 1(d) constitutes good and valuable consideration for such release. As
used herein, “Good Reason” shall mean the occurrence of any of the following without Executive’s
prior written consent: (A) the Company’s material breach of any material provision of this
Agreement, (B) the material reduction in Executive’s title, duties or reporting responsibilities,
excluding for this purpose any such reduction that is an isolated and inadvertent action not taken
in bad faith or that is authorized pursuant to this Agreement, (C) the material reduction in
Executive’s Base Salary, or (D) the relocation of Executive’s principal place of employment more
than 50 miles outside the Seattle metropolitan area, provided that in no event shall
Executive’s resignation be for “Good Reason” unless (x) an event or circumstance set forth in
clauses (A) through (D) shall have occurred and Executive provides the Company with written notice
thereof within 30 days after Executive has knowledge of the occurrence or existence of such event
or circumstance, which notice specifically identifies the event or circumstance that Executive
believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so
identified within 30 days after receipt of such notice, and (z) Executive resigns within 90 days
after the date of delivery of the notice referred to in clause (x) above. Notwithstanding the
preceding provisions of this Section 1(d), in the event that Executive is a “specified employee”
(within the meaning of Section 409A) on the date of termination of Executive’s employment with the
Company and the Cash Severance Payments to be paid within the first six months following such date
(the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section
1.409A-1(b)(9)(iii)(A) (the “Limit”), then (1) any portion of the Cash Severance Payments that is a
“short-term deferral” within the meaning of Treas. Regs. Section 1.409A-1(b)(4)(i) shall be paid at
the times set forth in Section 1(d), (2) any portion of the Cash Severance Payments (in addition to
the amounts contemplated by the immediately preceding clause (1)) that is payable during the
Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in
Section 1(d) as applicable, (3) any portion of the Cash Severance Payments that exceeds the Limit
and is not a “short-term deferral” (and would have been payable



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during the Initial Payment Period but for the Limit) shall be paid, with Interest, on the first
business day of the first calendar month that begins after the six-month anniversary of Executive’s
“separation from service” (within the meaning of Section 409A) and (4) any portion of the Cash
Severance Payments that is payable after the Initial Payment Period shall be paid at the times set
forth in Section l(d). For purposes of this Agreement, “Interest” shall mean interest at the
applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, from the date on which
payment would otherwise have been made but for any required delay through the date of payment.



(e) OFFSET. If Executive obtains other employment during the Salary Continuation Period,
any payments to be made to Executive under Section l(d) hereof after the date such employment is
secured shall be offset by the amount of compensation earned by Executive from such employment. For
purposes of this Section l(e), Executive shall have an obligation to inform the Company regarding
Executive’s employment status following termination and during the Salary Continuation Period, but
shall have no affirmative duty to seek alternate employment.



(f) ACCRUED OBLIGATIONS. As used in this Agreement, “Accrued Obligations” shall mean the
sum of (i) any portion of Executive’s accrued and earned but unpaid Base Salary through the date of
death or termination of employment for any reason, as the case may be; (ii) any compensation
previously earned but deferred by Executive (together with any interest or earnings thereon) that
has not yet been paid and that is not otherwise paid at a later date pursuant to any deferred
compensation arrangement of the Company to which Executive is a party, if any (provided, that any
election made by Executive pursuant to any deferred compensation arrangement that is subject to
Section 409A regarding the schedule for payment of such deferred compensation shall prevail over
this Section l(f) to the extent inconsistent herewith); and (iii) other than in the event of
Executive’s resignation without Good Reason or termination by the Company for Cause (except as
required by applicable law), any portion of Executive’s accrued but unpaid vacation pay through the
date of death or termination of employment.



(g) OTHER BENEFITS. Upon any termination of Executive’s employment prior to the expiration
of the Term, Executive shall remain entitled to receive any vested benefits or amounts that
Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any
other contract or agreement with, the Company in accordance with the terms thereof (other than any
such plan, policy, practice or program of the Company that provides benefits in the nature of
severance or continuation pay).



2. CONFIDENTIAL INFORMATION; NON-SOLICITATION: AND PROPRIETARY RIGHTS.



     (a) CONFIDENTIALITY. Executive acknowledges that while employed by the Company,
Executive will occupy a position of trust and confidence. Executive shall not, except as is
appropriate to perform Executive’s duties hereunder or as required by applicable law, disclose to
others, use, copy, transmit, reproduce, summarize, quote or make commercial, whether directly or
indirectly, any Confidential Information. Executive will also take reasonable steps to safeguard
such Confidential Information and prevent its loss, theft, or inadvertent



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disclosure to third persons. This Section 2 shall apply to Confidential Information acquired by
Executive whether prior or subsequent to the execution of this Agreement. “Confidential
Information” shall mean information about the Company or any of its subsidiaries or affiliates,
and their respective clients and customers, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer lists and all
papers, resumes, and records (including computer records) of the documents containing such
Confidential Information, provided that Confidential Information shall not mean any such
information that is previously disclosed to, or in possession of, the public other than by reason
of Executive’s breach of this Agreement. Notwithstanding the foregoing provisions, if Executive is
required to disclose any such confidential or proprietary information pursuant to applicable law
or a subpoena or court order, Executive shall promptly notify the Company in writing of any such
requirement so that the Company may seek an appropriate protective order or other appropriate
remedy or waive compliance with the provisions hereof. Executive shall reasonably cooperate with
the Company to obtain such a protective order or other remedy. If such order or other remedy is
not obtained prior to the time Executive is required to make the disclosure, or the Company waives
compliance with the provisions hereof, Executive shall disclose only that portion of the
confidential or proprietary information which he is advised by counsel that he is legally required
to so disclose. Executive acknowledges that such Confidential Information is specialized, unique
in nature and of great value to the Company and its subsidiaries or affiliates, and that such
information gives the Company and its subsidiaries or affiliates a competitive advantage.
Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon
termination or expiration of Executive’s employment or as soon thereafter as possible, all
documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the Company and its subsidiaries or affiliates
or prepared by Executive in the course of Executive’s employment by the Company and its
subsidiaries or affiliates. As used in this Agreement, “affiliates” shall mean any company
controlled by, controlling or under common control with the Company.



(b) NON-COMPETITION. In consideration of the Company’s promise to disclose, and disclosure
of, its Confidential Information and other good and valuable consideration provided hereunder, the
receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and
covenants that during the Term and for a period of 24 months beyond Executive’s date of termination
of employment for any reason, including the expiration of the Term (the “Restricted Period”),
Executive shall not, directly or indirectly, engage in, assist or become associated with a
Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the
time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being
conducted by the Company or any of its subsidiaries or, if engaged in the provision of any travel
related services, any of its affiliates in any jurisdiction (or demonstrably anticipated by the
Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter; and
(ii) Executive shall be considered to have become “associated with a Competitive Activity” if
Executive becomes directly or indirectly involved as an owner, principal, employee, officer,
director, independent contractor, representative, stockholder, financial backer, agent, partner,
advisor, lender, or in any other individual or representative capacity with any individual,
partnership, corporation or other organization that is



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engaged in a Competitive Activity. Notwithstanding the foregoing, Executive may make and retain
investments during the Restricted Period, for investment purposes only, in less than five percent
of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive
Activity if stock of such corporation is either listed on a national stock exchange or on the
NASDAQ National Market System if Executive is not otherwise affiliated with such corporation.



(c) NON-SOLICITATION OF EMPLOYEES. Executive agrees that during the Restricted Period,
Executive shall not, without the prior written consent of the Company, directly or indirectly,
hire, recruit or solicit the employment or services of (whether as an employee, officer, director,
agent, consultant or independent contractor), any employee, officer, director, agent, consultant or
independent contractor of the Company or any of its subsidiaries or affiliates or any such person
who has terminated his or her relationship with the Company or any of its subsidiaries or
affiliates within the six-month period prior to such hiring, recruiting or soliciting (except for
(i) such employment or hiring by the Company or any of its subsidiaries or affiliates or (ii) such
employment or hiring by Executive of an agent, consultant or independent contractor where the
primary duties of such person are not for the Company); provided, however that a
general solicitation of the public for employment shall not constitute a solicitation hereunder so
long as such general solicitation is not designed to target, or does not have the effect of
targeting, any employee, officer, director, agent, consultant or independent contractor of the
Company or any of its subsidiaries or affiliates. This Section 2(c) shall not apply to any
administrative assistant working directly for Executive.



(d) NON-SOLICITATION OF BUSINESS PARTNERS. During the Restricted Period, Executive shall
not, without the prior written consent of the Company, directly or indirectly, persuade or
encourage or attempt to persuade or encourage any business partners or business affiliates of the
Company or its subsidiaries or affiliates to cease doing business with the Company or any of its
subsidiaries or affiliates or to engage in any business competitive with the Company or its
subsidiaries or affiliates on its own or with any competitor of the Company or its subsidiaries or
affiliates.



(e) PROPRIETARY RIGHTS; ASSIGNMENT. All Executive Developments (as defined below) shall be
made for hire by Executive for the Company or any of its subsidiaries or affiliates. “Executive
Developments” means any idea, discovery, invention, design, method, technique, improvement,
enhancement, development, computer program, machine, algorithm or other work or authorship, in each
case, (i) that (A) relates to the business or operations of the Company or any of its subsidiaries
or affiliates, or (B) results from or is suggested by any undertaking assigned to Executive or work
performed by Executive for or on behalf of the Company or any of its subsidiaries or affiliates,
whether created alone or with others, during or after working hours and (ii) that is conceived or
developed during the Term. All Confidential Information and all Executive Developments shall remain
the sole property of the Company or any of its subsidiaries or affiliates. Executive shall acquire
no proprietary interest in any Confidential Information or Executive Developments developed or
acquired during the Term. To the extent Executive may, by operation of law or otherwise, acquire
any right, title or interest in or to any Confidential Information or Executive Development,
Executive hereby assigns to the Company all such proprietary rights. Executive shall, both during
and after the Term, upon the



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Company’s request, promptly execute and deliver to the Company all such assignments, certificates
and instruments, and shall promptly perform such other acts, as the Company may from time to time
in its reasonable discretion deem necessary or desirable to evidence, establish, maintain, perfect,
enforce or defend the Company’s rights in Confidential Information and Executive Developments.



(f) COMPLIANCE WITH POLICIES AND PROCEDURES. During the Term, Executive shall adhere to the
policies and standards of professionalism set forth in the Company’s Policies and Procedures as
they may exist from time to time. Executive hereby consents to, and expressly authorizes, the
Company’s use of Executive’s name and likeness in trade publications and other media for trade or
commercial purposes.



(g) REMEDIES FOR BREACH. Executive expressly agrees and understands that the Company will
have 30 days from receipt of Executive’s notice of any alleged breach by the Company of this
Agreement to cure any such breach. Executive expressly agrees and understands that the remedy at
law for any breach by Executive of this Section 2 will be inadequate and that damages flowing from
such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is
acknowledged that upon Executive’s violation or threatened violation of any provision of this
Section 2, the Company shall be entitled to obtain from any court of competent jurisdiction
immediate injunctive relief and obtain a temporary order restraining any threatened or further
breach as well as an equitable accounting of all profits or benefits arising out of such violation
or threatened violation without the requirement of posting any bond. Nothing in this Section 2
shall be deemed to limit the Company’s remedies at law or in equity for any breach by Executive of
any of the provisions of this Section 2, which may be pursued by or available to the Company.



(h) SURVIVAL OF PROVISIONS. The obligations contained in this Section 2 shall, to the
extent provided in this Section 2, survive the termination or expiration of Executive’s employment
with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the
terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 2 is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent
permitted by the law of that state.



3. ASSIGNMENT: SUCCESSORS. This Agreement is personal in its nature and none of the parties
hereto shall, without the consent of the others, assign or transfer this Agreement or any rights or
obligations hereunder; provided, that, in the event of a merger, consolidation, transfer,
reorganization, or sale of all, substantially all or a substantial portion 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 the Company’s successor in interest in such
transaction, 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.



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



5. HEADING REFERENCES. 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. References to “this Agreement” or the use of the term “hereof” shall refer to these
Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.



6. WAIVER: MODIFICATION. 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 one or more times be deemed a waiver or relinquishment of such
right or power at any other time or times. This Agreement shall not be modified in any respect
except by a writing executed by each party hereto.



7. 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.



9. SECTION 409A. The Agreement is intended to comply with the requirements of Section 409A
or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section
409A, shall in all respects be administered in accordance with Section 409A. Each payment under
this Agreement shall be treated as a separate payment for purposes of Section 409A. In no event may
Executive, directly or indirectly, designate the calendar year of any payment to be made under this
Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute
deferred compensation within the meaning of Section 409A shall be made or provided in accordance
with the requirements of Section 409A, including, without limitation, that (i) in no event shall
reimbursements by the Company under this Agreement be made later than the end of the calendar year
next following the calendar year in which the applicable fees and expenses were incurred, provided,
that Executive shall have submitted an invoice for such fees and expenses at least 10 days before
the end of the calendar year next following the calendar year in which such fees and expenses were
incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in
any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay
or provide in any other calendar year; (iii) Executive’s right to have the Company pay or provide
such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit;
and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such
in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the
20th anniversary of the Effective Date). Notwithstanding anything herein to the
contrary, in the event that any amounts payable or benefits to be provided to Executive under
Section l.(d) or any



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other arrangement to which Executive is a party or participant constitute deferred compensation
within the meaning of Section 409A, (i) if Executive is a “specified employee” within the meaning
of Section 409A (as determined in accordance with the methodology established by the Company as in
effect on the date of termination), amounts that constitute “nonqualified deferred compensation”
within the meaning of Section 409A that would otherwise be payable and restricted stock units that
constitute “non-qualified deferred compensation” that would otherwise have been settled under
Section l(d) during the six-month period immediately following the date of termination shall
instead be paid, with Interest determined as of the date of termination, or settled, on the first
business day after the date that is six months following Executive’s “separation from service”
within the meaning of Section 409A; (ii) if Executive dies following the date of termination and
prior to the payment of the any amounts delayed on account of Section 409A, such amounts shall be
paid to, and such restricted stock units shall be settled with, the personal representative of
Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event
shall the date of termination of Executive’s employment be deemed to occur until Executive
experiences a “separation from service” within the meaning of Section 409A, and notwithstanding
anything contained herein to the contrary, the date on which such separation from service takes
place shall be the date of termination.



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          ACKNOWLEDGED AND AGREED AS OF THE EFFECTIVE DATE:




	 	 	 	 	 
	 	EXPEDIA, INC.

 	 
	 	/s/ Burke F. Norton
 	 
	 	By: Burke F. Norton 	 
	 	Title:  	Executive Vice President, General Counsel 	 
	 
	 	 	 
	 	/s/ Dara Khosrowshahi
 	 
	 	Dara Khosrowshahi 	 
	 	 	 
	 




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