exv10w2






Exhibit 10.2




AMENDED AND RESTATED




EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT




FOR DARA KHOSROWSHAHI




     This Agreement, dated as of the award date (the “Award Date”), designated on the
Summary of Award referenced below, as amended as of December 31, 2008 and amended and restated as
of April 8, 2009, between Expedia, Inc., a Delaware corporation (the “Corporation”), and Dara Khosrowshahi
(the “Eligible Individual”) designated as receiving an award of restricted stock units (the
“Restricted Stock Units”) by the Compensation/Benefits Committee of the Board of Directors of the
Corporation (or such other Committee as the Board may from time to time designate) (the
“Committee”).



     All capitalized terms used herein, to the extent not defined, shall have the meanings set
forth in the Corporation’s 2005 Stock and Annual Incentive Plan (the “Plan”).



1. Award and Vesting of Restricted Stock Units




     (a) Subject to the provisions of this Agreement and to the provisions of the Plan, the
Corporation hereby grants to the Eligible Individual 800,000 restricted stock units (the
“Restricted Stock Units”) pursuant to Section 7 of the Plan. Reference is made to the “Summary of
Award” that can be found on the Smith Barney Benefit Access System at www.benefitaccess.com. Your
Summary of Award, which sets forth the number of Restricted Stock Units granted to you by the
Corporation and the Award Date (among other information), is hereby incorporated by reference into,
and shall be read as part and parcel of, this Agreement.



     (b) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the
Restricted Stock Units shall vest and no longer be subject to any restriction (such period during
which restrictions apply is the “Restriction Period”) in the event both (i) one of the two
performance goals approved by the Committee (the “Performance Goals”) and relating to EBITA or the
Corporation’s stock price is achieved and (ii) the OIBA Target (as defined below) is achieved
(collectively, the “Combined Goals”):



	 	 	 	 	 
	Vesting Date

	 	Percentage of Total Grant

Vesting

	 
	 	 	 	 
	Upon the attainment by the Corporation of the
Combined Goals (as further referenced below);
provided, however, that,
at the election of the Corporation, such vesting shall be
conditioned on the Eligible Individual agreeing to remain
employed as the Chief Executive Officer of the Corporation for
an additional two years following satisfaction of the Combined
Goals on no less favorable terms to the Eligible Individual than
the terms of employment as in effect at the time of such
agreement

	 	 	75	%
	 
	 	 	 	 
	On the one year anniversary of the attainment of the
Combined Goals, provided the Eligible Employee has not
voluntarily terminated his employment with the Corporation
and has not been terminated by the Corporation for Cause

	 	 	25	%






 









 





     “OIBA Target” as used herein means that certain Corporation operating income before
amortization (“OIBA”) target approved by the Committee with respect to the vesting of Restricted
Stock Units awarded to the Eligible Individual under this Agreement. The “Modified OIBA Target” as
used herein means that certain OIBA target approved by the Committee with respect to any fiscal
year in which the Eligible Individual’s employment is terminated by the Company without Cause.



     (c) Notwithstanding the provisions of Paragraph 1(b), if the Eligible Individual incurs a
Termination of Employment by the Corporation without Cause during a fiscal year in which the
Modified OIBA Target is met and prior to such Termination of Employment one of the Performance
Goals has been met, then 75% of the Restricted Stock Units will vest (and the Restriction Period
shall lapse for such Restricted Stock Units) as soon as practicable following the determination by
the Committee within sixty (60) days following the end of the applicable fiscal year that the
Modified OIBA Target and one of the Performance Goals have been met and all remaining unvested
Restricted Stock Units shall be forfeited by the Eligible Individual. If the Committee determines
that either (x) the Modified OIBA Target has not been met, or (y) both of the Performance Goals
have not been met, then all the Restricted Stock Units will be forfeited immediately, provided,
however, that the Committee shall have the discretion to waive, in whole or in part, any or all
remaining restrictions with respect to any or all of such Eligible Individual’s Restricted Stock
Units.



     (d) Notwithstanding the provisions of Paragraph 1(b), in the event the Eligible Individual
incurs a Termination of Employment by the Corporation for Cause, or the Eligible Individual
voluntarily incurs a Termination of Employment within two years after any event or circumstance
that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s
Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety
upon such Termination of Employment, and the Corporation may cause the Eligible Individual,
immediately upon notice from the Corporation, either to return the shares or cash issued upon
settlement of Restricted Stock Units that vested during the two-year period after the events or
circumstances giving rise to or constituting grounds for such Termination of Employment for Cause
or to pay to the Corporation an amount equal to the aggregate amount, if any, that the Eligible
Individual had previously realized in respect of any and all shares issued upon settlement of
Restricted Stock Units that vested during the two-year period after the events or circumstances
giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the
value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents
or other distributions received in respect of any such Restricted Stock Units.



     (e) In the event the Eligible Individual incurs a Termination of Employment during the
Restriction Period for any reason other than as set forth in Paragraph 1(c) or Paragraph 5 (with
respect to a Change of Control), all remaining unvested Restricted Stock Units shall be forfeited
by the Eligible Individual and canceled in their entirety effective immediately upon such
termination.



     (f) For purposes of this Agreement, employment with the Corporation shall include employment
with the Corporation’s Affiliates and its successors. Nothing in this Agreement or the Plan shall
confer upon the Eligible Individual any right to continue in the employ of the Corporation or any
of its Affiliates or interfere in any way with the right of the Corporation or any such Affiliates
to terminate the Eligible Individual’s employment at any time.



 









 





2. Settlement of Units




     As soon as practicable (but in no event later than five business days) after any Restricted
Stock Units have vested and are no longer subject to the Restriction Period, such Restricted Stock
Units shall be settled. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each
Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall (i) if the
Eligible Individual is employed within the United States, issue one share of Common Stock for each
vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more
unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement
of the vested Restricted Stock Units or (ii) if the Eligible Individual is employed outside the
United States, pay, or cause to be paid, to the Eligible Individual an amount of cash equal to the
Fair Market Value of one share of Common Stock for each vested Restricted Stock Unit settled at
such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or
cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or
the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units
have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed
Form W-9 or W-8, as applicable.



3. Non-Transferability of the Restricted Stock Units




     During the Restriction Period and until such time as the Restricted Stock Units are ultimately
settled as provided in Paragraph 2 above, the Restricted Stock Units shall not be transferable by
the Eligible Individual by means of sale, assignment, exchange, encumbrance, pledge, hedge or
otherwise.



4. Rights as a Stockholder




     Except as otherwise specifically provided in this Agreement, during the Restriction Period the
Eligible Individual shall not be entitled to any rights of a stockholder with respect to the
Restricted Stock Units. Notwithstanding the foregoing, if the Corporation declares and pays
dividends on the Common Stock during the Restriction Period, the Eligible Individual will be
credited with additional amounts for each Restricted Stock Unit equal to the dividend that would
have been paid with respect to such Restricted Stock Unit if it had been an actual share of Common
Stock, which amount shall remain subject to restrictions (and as determined by the Committee, may
be reinvested in Restricted Stock Units or may be held in kind as restricted cash or property) and
shall vest concurrently with the vesting of the Restricted Stock Units upon which such dividend
equivalent amounts were paid. Notwithstanding the foregoing, dividends and distributions other than
regular quarterly cash dividends, if any, may result in an adjustment pursuant to Paragraph 5,
rather than under this Paragraph 4.



5. Adjustments in the Event of Change in Stock; Change in Control




     (a) Subject to the provisions of Paragraph 5(b), in the event of (i) a stock dividend, stock
split, reverse stock split, share combination, or recapitalization or similar event affecting the
capital structure of the Corporation (each, a “Share Change”), or (ii) a merger, consolidation,
acquisition of property or shares, separation, spinoff, reorganization, stock rights offering,
liquidation, Disaffiliation, payment of cash dividends other than an ordinary dividend or similar
event affecting the Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the
Committee or the Board may in its discretion make such substitutions or adjustments as it deems
appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares
of Common Stock underlying the Restricted Stock Units.



 









 





     In the case of Corporate Transactions, such adjustments may include, without limitation (i)
the cancellation of the Restricted Stock Units in exchange for payments of cash, property or a
combination thereof having an aggregate value equal to the value of such Restricted Stock Units, as
determined by the Committee or the Board in its sole discretion, (ii) the substitution of other
property (including, without limitation, cash or other securities of the Corporation and securities
of entities other than the Corporation) for the shares of Common Stock underlying the Restricted
Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the
Restricted Stock Units, or the replacement of the Restricted Stock Units with new awards based on
other property or other securities (including, without limitation, other securities of the
Corporation and securities of entities other than the Corporation), by the affected Subsidiary,
Affiliate or division or by the entity that controls such Subsidiary, Affiliate or division
following such Disaffiliation (as well as any corresponding adjustments to any Restricted Stock
Units that remain based upon securities of the Corporation).



     The determination of the Committee regarding any such adjustment will be final and conclusive
and need not be the same for all recipients of restricted stock units granted under the Plan.



     (b) In the event of a Change in Control (as defined in the Plan; provided, however, that for
the purposes of this Agreement, a “Change in Control” shall in addition include any such event,
including the termination of the irrevocable proxy held by Barry Diller to vote shares of the
Corporation held by Liberty Media Corporation or its affiliates, or acquisition by Liberty Media
Corporation and their respective affiliates of Beneficial Ownership of equity securities of the
Corporation whereby Liberty Media Corporation acquires or assumes more than 35% of the voting power
of the then outstanding equity securities of the Corporation entitled to vote generally in the
election of directors), then 50% of the Restricted Stock Units shall automatically vest without
regard to the achievement of the OIBA Target or the Performance Goals. If, within one year
following such Change of Control, (i) the Eligible Individual incurs a material and demonstrable
adverse change in the nature and scope of the Eligible Individual’s duties from those in effect
immediately prior to the Change of Control, or (ii) the Eligible Individual incurs a Termination of
Employment by the Corporation without Cause, then the remaining Restricted Stock Units shall vest,
in each case without regard to the achievement of the OIBA Target or the Performance Goals. This
Paragraph 5(b) shall not apply to the Eligible Individual’s Restricted Stock Units in the event of
the Eligible Individual’s Termination of Employment prior to a Change in Control.



6. Payment of Transfer Taxes, Fees and Other Expenses




     The Corporation agrees to pay any and all original issue taxes and stock transfer taxes that
may be imposed on the issuance of shares received by an Eligible Individual in connection with the
Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by
the Corporation in connection therewith.




 












 





7. Other Restrictions




     (a) The Restricted Stock Units shall be subject to the requirement that, if at any time the
Committee shall determine that (i) the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities exchange or under any state or federal
law, or (ii) the consent or approval of any government regulatory body is required, then in any
such event, the award of Restricted Stock Units shall not be effective unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.



     (b) The Eligible Individual acknowledges that the Eligible Individual is subject to the
Corporation’s policies regarding compliance with securities laws, including but not limited to its
Securities Trading Policy (as in effect from time to time and any successor policies) and pursuant
to these policies, if the Eligible Individual is on the Corporation’s insider list, the Eligible
Individual shall be required to obtain pre-clearance from the Corporation’s General Counsel prior
to purchasing or selling any of the Corporation’s securities, including any shares issued upon
vesting of the Restricted Stock Units, and may be prohibited from selling such shares other than
during an open trading window. The Eligible Individual further acknowledges that, in its
discretion, the Corporation may prohibit the Eligible Individual from selling such shares even
during an open trading window if the Corporation has concerns over the potential for insider
trading.



8. Taxes and Withholding




     No later than the date as of which an amount first becomes includible in the gross income of
the Eligible Individual for federal, state, local or foreign income or employment or other tax
purposes with respect to any Restricted Stock Units, the Eligible Individual shall pay to the
Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be withheld with respect to
such amount. The obligations of the Corporation under this Agreement shall be conditioned on
compliance by the Eligible Individual with this Paragraph 8, and the Corporation and its Affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Eligible Individual, including deducting such amount from the delivery of
shares or cash issued upon settlement of the Restricted Stock Units that gives rise to the
withholding requirement.



9. Notices




     All notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by facsimile, overnight courier, or registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:



     If to the Eligible Individual: at the last known address on record at the
Corporation.



     If to the Corporation:



Expedia, Inc.

333 108th Ave.NE

Bellevue, WA 98004

Attention: General Counsel

Facsimile: (425)679-7251















 







or to such other address or facsimile number as any party shall have furnished to the other in
writing in accordance with this Paragraph 9. Notice and communications shall be effective when
actually received by the addressee. Notwithstanding the foregoing, the Eligible Individual consents
to electronic delivery of documents required to be delivered by the Corporation under the
securities laws.




10. Effect of Agreement




     Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure
to the benefit of any successor or successors of the Corporation. The terms, conditions and vesting
on any previously granted Awards to the Eligible Employee remain in full force and effect.



11. Laws Applicable to Construction; Consent to Jurisdiction




     The interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware without reference to principles of conflict of laws, as applied to
contracts executed in and performed wholly within the State of Delaware. In addition to the terms
and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and
conditions of the Plan, which are hereby incorporated by reference.



     Any and all disputes arising under or out of this Agreement, including without limitation any
issues involving the enforcement or interpretation of any of the provisions of this Agreement,
shall be resolved by the commencement of an appropriate action in the state or federal courts
located within the state of Delaware, which shall be the exclusive jurisdiction for the resolution
of any such disputes. The Eligible Individual hereby agrees and consents to the personal
jurisdiction of said courts over the Eligible Individual for purposes of the resolution of any and
all such disputes.



12. Severability




     The invalidity or enforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.



13. Conflicts and Interpretation




     In the event of any conflict between this Agreement and the Plan, the Plan shall control. In
the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent,
the Plan shall govern including, without limitation, the provisions thereof pursuant to which the
Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind
rules and regulations relating to the Plan, and (iii) make all other determinations deemed
necessary or advisable for the administration of the Plan.



     In the event of any (i) conflict between the Summary of Award (or any other information posted
on the Smith Barney Benefit Access System) and this Agreement, the Plan and/or the books and
records of the Corporation or (ii) ambiguity in the Summary of Award (or any other information
posted on the Smith Barney Benefit Access System), this Agreement, the Plan and/or the books and
records of the Corporation, as applicable, shall control.




 









 








14. Amendment




     The Corporation may modify, amend or waive the terms of the Restricted Stock Unit award,
prospectively or retroactively, but no such modification, amendment or waiver shall impair the
rights of the Eligible Individual without his or her consent, except as required by applicable law,
NASDAQ or stock exchange rules, tax rules or accounting rules. The waiver by either party of
compliance with any provision of this Agreement shall not operate or be construed as a waiver of
any other provision of this Agreement, or of any subsequent breach by such party of a provision of
this Agreement.



15. Headings




     The headings of paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this Agreement.



16. Reserved




17. Data Protection




     The Eligible Individual authorizes the release from time to time to the Corporation (and any
of its subsidiaries or affiliated companies) and to the Agent (together, the “Relevant Companies”)
of any and all personal or professional data that is necessary or desirable for the administration
of the Plan and/or this Agreement (the “Relevant Information”). Without limiting the above, the
Eligible Individual permits his or her employing company to collect, process, register and transfer
to the Relevant Companies all Relevant Information (including any professional and personal data
that may be useful or necessary for the purposes of the administration of the Plan and/or this
Agreement and/or to implement or structure any further grants of equity awards (if any)). The
Eligible Individual hereby authorizes the Relevant Information to be transferred to any
jurisdiction in which the Corporation, his or her employing company or the Agent considers
appropriate. The Eligible Individual shall have access to, and the right to change, the Relevant
Information. Relevant Information will only be used in accordance with applicable law.



18. NON-COMPETE




     In consideration of the Corporation’s award of Restricted Stock Units, the Eligible Individual
hereby agrees and covenants that during his employment with the Corporation and its Subsidiaries
and Affiliates and for a period of 24 months beyond the Eligible Individual’s date of Termination
of Employment for any reason (the “Non-Compete Period”), the Eligible Individual shall not,
directly or indirectly, engage in, assist or become associated with a Competitive Activity. For
purposes of this Agreement: (i) a “Competitive Activity” means, at the time of such Eligible
Individual’s termination, any business or other endeavor, in any jurisdiction, of a kind being
conducted by the Corporation 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 Corporation or its Subsidiaries or Affiliates) as of the date hereof or at any time thereafter;
and (ii) the Eligible Individual shall be considered to have become “associated with a Competitive
Activity” if the Eligible Individual 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 engaged in a
Competitive Activity. Notwithstanding the foregoing, the Eligible Individual may make and




 









 







retain investments during the Non-Compete Period, for investment purposes only, in less than five
percent (5%) 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 the Eligible Individual is not otherwise affiliated with
such corporation.




19. Counterparts




     This Agreement may be executed in counterparts, which together shall constitute one and the
same original.



     IN WITNESS WHEREOF, as of the date first above written, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized officer and the Eligible Individual has
hereunto set the Eligible Individual’s hand. Electronic acceptance of this Agreement pursuant to
the Corporation’s instructions to the Eligible Individual (including through an online acceptance
process managed by the Agent) is acceptable.



	 	 	 	 	 
	 	EXPEDIA, INC.

 	 
	 	By:  	/s/ Burke F. Norton
 	 
	 	 	Name:  	Burke F. Norton 	 
	 	 	Title:  	Executive Vice President,

General Counsel and Secretary 	 
	 
	 	ELIGIBLE INDIVIDUAL 

 	 
	 	By:  	/s/ DARA KHOSROWSHAHI
 	 
	 	 	DARA KHOSROWSHAHI