exv10w22







	 	 	 	 	 



Exhibit 10.22




AMENDMENT TO EMPLOYMENT AGREEMENT

AND RESTRICTED STOCK UNIT AGREEMENT





     This Amendment (the “Amendment”) to (a) the Employment Agreement (the “Employment Agreement”),
dated May 16, 2006, by and between Expedia, Inc. (the “Company”) and Michael Adler (the
"Executive”) and (b) the Restricted Stock Unit Agreement (the “RSU Agreement”), dated May 16, 2006,
between the Company and the Executive, is made and entered into as of the 31st day of
December, 2008, by and between the Company and Executive.



     1. Section 3.A.(b) of the Employment Agreement is hereby amended by adding the following new
sentence at the end of Section 3.A.(b):




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”)).



     2. Section 1.(b) of the Standard Terms and Conditions of the Employment Agreement is hereby
amended by adding the following phrase at the end of such section (prior to the period):




in a lump sum in cash



     3. Section 1.(c) of the Standard Terms and Conditions of the Employment Agreement is hereby
amended by adding the following phrase at the end of such section (prior to the period):




in a lump sum in cash within 30 days of such termination



     4. Section 1.(d) of the Standard Terms and Conditions of the Employment Agreement is hereby
amended and restated in its entirety as follows:




(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 (i) by the Company without Cause (other than for death or
Disability) or (ii) by Executive for Good Reason (as defined below),
then (a) 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) twelve 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; (b) the Company shall pay Executive within 30 days of
the date of such termination in a lump sum in cash any Accrued
Obligations (as defined in Section 1(f) below) and (c) 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). The payment to Executive of the
severance benefits described in this Section 1(d) shall be subject
to Executive’s execution and non-



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revocation of a general release, within thirty (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 its affiliates 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,
reporting responsibilities or level of responsibilities as Chief
Financial Officer of the Company, 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 Executive’s
total annual compensation opportunity, 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 thirty (30) days after the 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
the receipt of such notice, and (z) the 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 of the Code) 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 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 of the Code) 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 1(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.



     5. Section 1.(f) of the Standard Terms and Conditions of the Employment Agreement is hereby
amended and restated in its entirety as follows:



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(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 of the Code regarding the schedule for
payment of such deferred compensation shall prevail over this
Section 1(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.



     6. The Standard Terms and Conditions of the Employment Agreement are hereby amended by adding
the following new paragraph 1.(g) thereto:




(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).



     7. Section 9 of the Standard Terms and Conditions of the Employment Agreement is hereby
amended and restated in its entirety as follows:




The Agreement is intended to comply with the requirements of Section
409A of the Code or an exemption or exclusion therefrom and, with
respect to amounts that are subject to Section 409A of the Code,
shall in all respects be administered in accordance with Section
409A of the Code. Each payment under this Agreement shall be
treated as a separate payment for purposes of Section 409A of the
Code. In no event may the 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 of the Code shall be made or provided in
accordance with the requirements of Section 409A of the Code,
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 the 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) the 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
the 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 the Executive under Section
1.(d) or any other arrangement to which the Executive is a party



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or participant constitute deferred compensation within the meaning
of Section 409A of the Code, (i) if the Executive is a “specified
employee” within the meaning of Section 409A of the Code (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 of the Code that would otherwise be payable under
Section 1.(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, on the first business day after the
date that is six months following the Executive’s “separation from
service” within the meaning of Section 409A of the Code; (ii) if the
Executive dies following the date of termination and prior to the
payment of the any amounts delayed on account of Section 409A of the
Code, such amounts shall be paid to the personal representative of
the 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 the
Executive experiences a “separation from service” within the meaning
of Section 409A of the Code, and notwithstanding anything contained
herein to the contrary, the date on which such separation from
service takes place shall be the date of termination.



     8. The RSU Agreement is hereby amended by adding the following sentence immediately prior to
Section 1 of the RSU Agreement:




For purposes of this Agreement, “Good Reason” and “Cause” shall have
the meanings set forth in the Employment Agreement (the “Employment
Agreement”), dated May 16, 2006, by and between the Corporation and
the Eligible Individual, as such Employment Agreement may be amended
from time to time.



     9. Section 2 of the RSU Agreement is hereby amended and restated in its entirety as set forth
below:




2. Settlement of Units




As soon as practicable after any Restricted Stock Units have vested
and are no longer subject to the Restriction Period, such Restricted
Stock Units shall be settled (but in all events no later than March
15 of the calendar year immediately following the year in which such
Restricted Stock Units vest). Subject to Paragraph 8 (pertaining to
the withholding of taxes), for each Restricted Stock Unit settled
pursuant to this Paragraph 2, the Corporation shall 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.
Notwithstanding the foregoing, the Corporation shall be entitled to
hold the shares 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.



     10. Section 5(b) of the RSU Agreement is hereby amended and restated in its entirety as set
forth below:




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




(b) Notwithstanding anything to the contrary contained herein,
but subject to Paragraph 1(c), in the event of a Change in Control
or a Liberty CIC (as defined below), the Restricted Stock Units
shall fully vest and no longer be subject to



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any restrictions. “Liberty CIC” shall mean (i) 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
(ii) the acquisition by Liberty Media Corporation or its Affiliates
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended)
of equity securities of the Corporation, such that in the case of
either clause (i) or clause (ii) (as applicable), Liberty Media
Corporation acquires or assumes more than 50% of the voting power of
the then outstanding equity securities of the Corporation entitled
to vote generally in the election of directors.



     11. Section 18 of the RSU Agreement is hereby amended and restated in its entirety as set
forth below:




18. Reserved.



     12. Except as expressly amended by this Amendment, all terms and conditions of the Employment
Agreement and the RSU Agreement remain in full force and effect and are unmodified hereby.



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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand, the Company has
caused these presents to be executed in its name on its behalf, all as of the day and year first
above written.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/  Michael B. Adler
 	 
	 	Michael B. Adler 	 
	 	 	 
	 
	 	EXPEDIA, INC.

 	 
	 	/s/  Burke F. Norton
 	 
	 	Name:  	Burke F. Norton 	 
	 	Title:  	Executive Vice President & General Counsel 	 
	 




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