exv10w17






Exhibit 10.17




EXPEDIA, INC.




EXECUTIVE DEFERRED COMPENSATION PLAN




(Amendment and Restatement Effective January 1, 2009)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1 PURPOSE

	 	 	1	 
	 
	 	 	 	 
	SECTION 2 DEFINITIONS

	 	 	1	 
	 
	 	 	 	 
	SECTION 3 PARTICIPATION

	 	 	5	 
	 
	 	 	 	 
	SECTION 4 DEFERRAL OF COMPENSATION

	 	 	6	 
	 
	 	 	 	 
	4.1 Deferral Agreement

	 	 	6	 
	 
	 	 	 	 
	4.2 Book Entry of Deferred Compensation

	 	 	6	 
	 
	 	 	 	 
	4.3 Vesting

	 	 	6	 
	 
	 	 	 	 
	SECTION 5 MEASUREMENT OF EARNINGS

	 	 	6	 
	 
	 	 	 	 
	5.1 Selection of Measuring Alternatives

	 	 	6	 
	 
	 	 	 	 
	5.2 Changes; Computation

	 	 	7	 
	 
	 	 	 	 
	5.3 Other Rules and Procedures

	 	 	7	 
	 
	 	 	 	 
	SECTION 6 AMOUNT AND DISTRIBUTION OF SUPPLEMENTAL BENEFIT

	 	 	7	 
	 
	 	 	 	 
	6.1 Supplemental Benefits

	 	 	7	 
	 
	 	 	 	 
	6.2 Death

	 	 	7	 
	 
	 	 	 	 
	6.3 Timing of Elections to Change Form and Timing of Distribution

	 	 	8	 
	 
	 	 	 	 
	SECTION 7 HARDSHIP WITHDRAWALS

	 	 	8	 
	 
	 	 	 	 
	7.1 Approval Process

	 	 	8	 
	 
	 	 	 	 
	7.2 Maximum Amount

	 	 	8	 
	 
	 	 	 	 
	7.3 Payment Timing

	 	 	8	 
	 
	 	 	 	 
	7.4 Cancellation of Deferral Agreement

	 	 	8	 
	 
	 	 	 	 
	SECTION 8 CHANGE OF CONTROL

	 	 	9	 
	 
	 	 	 	 
	SECTION 9 CLAIMS PROCEDURES

	 	 	9	 
	 
	 	 	 	 
	9.1 Initial Claim

	 	 	9	 
	 
	 	 	 	 
	9.2 Claim Denial Review

	 	 	10	 
	 
	 	 	 	 
	9.3 Interpretations

	 	 	11	 
	 
	 	 	 	 
	SECTION 10 NO FUNDING OBLIGATION

	 	 	11	 
	 
	 	 	 	 
	SECTION 11 NONTRANSFERABILITY OF RIGHTS UNDER THE PLAN

	 	 	11	 
	 
	 	 	 	 
	SECTION 12 MINORS AND INCOMPETENTS

	 	 	12	 
	 
	 	 	 	 
	12.1 Determination

	 	 	12	 
	 
	 	 	 	 
	12.2 Payments

	 	 	12	 
	 
	 	 	 	 
	SECTION 13 ASSIGNMENT

	 	 	13	 
	 
	 	 	 	 
	SECTION 14 LIMITATION OF RIGHTS

	 	 	13	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page  
	SECTION 15 ADMINISTRATION
	 	 	13	 
	 
	 	 	 	 
	SECTION 16 AMENDMENT OR TERMINATION OF PLAN
	 	 	14	 
	 
	 	 	 	 
	SECTION 17 SEVERABILITY OF PROVISIONS
	 	 	14	 
	 
	 	 	 	 
	SECTION 18 ENTIRE AGREEMENT
	 	 	14	 
	 
	 	 	 	 
	SECTION 19 HEADINGS AND CAPTIONS
	 	 	14	 
	 
	 	 	 	 
	SECTION 20 NONEMPLOYMENT
	 	 	14	 
	 
	 	 	 	 
	SECTION 21 PAYMENT NOT SALARY
	 	 	14	 
	 
	 	 	 	 
	SECTION 22 GENDER AND NUMBER
	 	 	14	 
	 
	 	 	 	 
	SECTION 23 CONTROLLING LAW
	 	 	15	 






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 EXPEDIA, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2009)




Section 1 PURPOSE.




     The purpose of this Expedia, Inc. Executive Deferred Compensation Plan (the
“Plan”) is to provide a select group of management and highly compensated employees
of Expedia, Inc., a Delaware corporation, and its Affiliates the opportunity to defer
Compensation.



     The Plan was originally effective as of August 9, 2005 (the “Original Effective
Date”). The Plan is the successor to the IAC/InterActiveCorp Executive Deferred
Compensation Plan with respect to the portion of such plan benefiting individuals who
were participants in the IAC/InterActiveCorp Executive Deferred Compensation Plan and
who became Eligible Employees as defined herein. Each individual who was a participant
in the IAC/InterActiveCorp Executive Deferred Compensation Plan as of August 9, 2005
became a Participant in the Plan on the Original Effective Date.



     This amendment and restatement is effective January 1, 2009 (the “Effective
Date”) and applies to all deferred amounts that remain unpaid as of and after the
Effective Date. All deferred amounts
earned through December 31, 2008 and not paid on or before such date shall be
governed by this amendment and restatement, as modified by the operations of the
Plan for periods on and before December 31, 2008 in accordance with Section 409A
and then applicable IRS guidance (including transition relief).



Section 2 DEFINITIONS.




     Unless the context requires otherwise, the following words, as used in the
Plan, shall have the meanings ascribed to each below:



     2.1 “Account” shall mean the book-entry account that shall be credited with a
Participant’s
Deferred Compensation pursuant to Section 4 and Earnings thereon. The Committee (or a
designee of the Committee), in its sole discretion, may credit the Deferred
Compensation attributable to a particular Plan Year and the Earnings thereon to a
separate sub-account of each Participant’s Account.



     2.2 “Active Participant” shall mean a Participant who is currently having
Deferred
Compensation credited to his or her Account hereunder.



     2.3 “Affiliate” shall mean any entity affiliated With the Company (unless the context
indicates otherwise) within the meaning of Code Section 414(b) with respect to a
controlled group of corporations, Code Section 414(c) with respect to trades or
businesses under common control with the Company and Code Section 414(m) with respect
to affiliated service groups and any other entity required to be aggregated with the
Company under Code Section 414(o). No entity shall be treated as an Affiliate for any
period during which it is not part of the controlled group, not under common control or
otherwise not required to be aggregated with the Company under Code’Section 414. The
applicable eighty percent (80%) voting and value percentages for the tests under Code
Sections 414(b) and (c) (and Code Section 1563(a), as applicable) shall remain
unchanged for purposes of the Plan, to the extent provided in Treasury Regulation
Section 1.409A-1(h)(3).



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     2.4 “Beneficiary” shall mean the person or trust designated by the Participant to
receive
benefits payable under the Plan in the event of the Participant’s death. If no Beneficiary is
designated,
then the Beneficiary shall be the person or trust designated by the Participant under
the Company’s 401(k) plan or pursuant to the terms of the Company’s 401(k) plan (even
if the Participant does not actively participate in such plan) to receive benefits
payable under the Company’s 401(k) plan in the event of the Participant’s death.



     Upon the acceptance by the Committee (or a designee of the Committee) of a new
Beneficiary
designation, all Beneficiary designations previously filed shall be canceled. A
Participant’s designation of a Beneficiary (or any election to revoke or change a prior
Beneficiary designation) must be made and filed with the. Committee (or a
designee of the Committee), in writing, on such form(s) and in such
manner prescribed by the Committee (or a designee of the Committee). The Committee (or
a designee of the Committee) shall be entitled to rely on the last Beneficiary
designation filed by the Participant and accepted by the Committee (or a designee of
the Committee) prior to the Participant’s death.



     2.5 “Board” shall mean the Board of Directors of the Company.



     2.6 “Change of Control” shall mean any of the following events but only to the
extent any
such event also constitutes a “change in control”:



          (a) The acquisition by any individual entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than Barry Diller, Liberty Media
Corporation, and their respective Affiliates (for purposes of this Section 2.6, a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of equity securities of the Company representing more than fifty
percent (50%) of the voting power of the then outstanding equity securities of the
Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this Section
2.6(a), the following acquisitions shall not constitute a Change of Control: (i) any
acquisition by the Company, (ii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation controlled by
the Company, or (iii) any acquisition by any corporation pursuant to a transaction that
complies with Sections 2.6(c)(i), (ii) and (iii); or




          (b) Individuals who, as of the Effective Date, constitute the Board (the
“Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the Effective
Date, whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;
or




          (c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the
purchase of assets or stock of another entity (a “Business Combination”), in each case,
unless immediately following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners of the Outstanding Company
Voting Securities immediately prior to such Business Combination will beneficially own,
directly or indirectly, more than fifty percent (50%) of the then outstanding combined
voting power of the then outstanding voting securities entitled to vote generally in
the election of directors (or equivalent governing body, if applicable) of the entity
resulting from such Business Combination (including, without limitation, an entity
which as a result of such transaction owns the Company or all or




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substantially all of the Company’s assets either directly or through one or more subsidiaries)
in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Voting Securities, (ii) no Person
(excluding Barry Diller, Liberty Media Corporation, and their respective Affiliates, any
employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination) will beneficially own, directly or indirectly, more than a
majority of the combined voting power of the then outstanding voting securities of such
entity except to the extent that such ownership of the Company existed prior to the
Business Combination, and (iii) at least a majority of the members of.the board of
directors (or equivalent governing body, if applicable) of the entity resulting from
such Business Combination will have been
members of the Incumbent Board at the time of the initial agreement, or action of the
Board, providing for such Business Combination; or




          (d) Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.




     2.7 “Code” shall mean the Internal Revenue Code of 1986, as amended and as here after
amended from time to time, and any regulations promulgated thereunder.



     2.8 “Committee” shall mean the Compensation Committee of the Board or any other
committee or delegate appointed by the Board with respect to the Plan.



     2.9 “Company” shall mean Expedia, Inc., a Delaware corporation, and any successor
corporation by merger, consolidation or transfer of all or substantially all of its assets.



     2.10 “Compensation” shall mean a Participant’s cash bonus for services paid by the
Company to the Participant under the annual discretionary cash bonus program,
including, without limitation, (a) any portion of the Participant’s bonus reduced
pursuant to the Participant’s salary reduction agreement under Code Section 125 or
401(k) (if any), (b) any portion of the Participant’s bonus that the Participant elects
to defer under any nonqualified deferred compensation plan or arrangement maintained by
the Company, and (c) any portion of the Participant’s compensation that the Participant
elects to reduce pursuant to any other salary reduction arrangement maintained by the
Company, including, without limitation, an arrangement under Code.Section 132.
Compensation shall not include any other compensation, including, without limitation,
cash bonuses under a plan or program other than the annual discretionary cash bonus
program, commissions, overtime pay, severance pay, incentive compensation, benefits
paid under any qualified plan, any group medical, dental or other welfare benefit plan,
noncash compensation, fringe benefits (cash and noncash), reimbursements or other
expense allowances, moving expenses, lump sum payments in lieu of accrued but unused
vacation or any other additional compensation. Notwithstanding the foregoing, the
Company may agree in writing with a Participant to treat an item of compensation other
than a Participant’s bonus compensation as Compensation for purposes of the Plan.



     2.11 “Deferral Agreement” shall mean a written agreement entered into between a
Participant
and the Company (at such time and pursuant to such procedures as determined and
communicated by the Committee (or a designee of the Committee) in accordance with the
Plan) to authorize the Company to reduce the Participant’s Compensation and credit the
amount of such reduction to his or her Account under the Plan as Deferred
Compensation. A Deferral Agreement may, to the extent permitted by the Committee (or a
designee of the Committee) and by applicable law, be made by paper, telephonic or
electronic means.



     2.12 “Deferred Compensation” shall mean the amount of Compensation deferred
by a Participant pursuant to Section 4.



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     2.13 “Distribution Form” shall mean one of the following forms of distribution of
Supplemental Benefits available under the Plan:



          (a) One lump sum; or




          (b) Annual installment payments over a period of ten (10) years or fifteen (15)
years where the amount of each installment is determined by the Committee (or a
designee of the Committee) pursuant to a method uniformly applied to all Participants.




     2.14 “Distribution Time” shall mean the earliest of the following times to
commence the payment of Supplemental Benefits:



          (a) The later of (i) the period from January 1 to March 15 immediately following
the Plan Year in which occurs the Participant’s Separation from Service, and (ii) with
respect to each Participant who is a Specified Employee, on the first day of the
seventh month following his or her Separation from Service;




          (b) A specific date no less than three (3) years following the end of the
period in
which the Compensation that was deferred was earned; or




          (c) The date on which the Participant attains age sixty-five (65).




     2.15 “Earnings” shall mean, for any Plan Year, earnings and/or losses on amounts
credited to
an Account, if applicable, in accordance with Section 5.



     2.16 “Effective Date” shall mean January 1, 2009.



     2.17 “Eligible Employee” shall mean, with respect to any Plan Year, an Employee
who is a member of the Company’s select group of management employees or highly
compensated employees, within the meaning of ERISA, (a) whose total of annual rate of
base salary from the Company is at least One Hundred Fifty Thousand Dollars
($150,000) on the later of (i) the October 1 preceding such Plan Year and (ii) the
date the Employee’s employment with the Company commences and (b) who is not a
nonresident alien without United States-source income.



     2.18 “Employee” shall mean any individual classified as an employee by the
Company or an Affiliate. An individual classified by the Company at the time services
are provided as either an independent contractor or an individual who is not
classified by the Company as an employee but who provides services to the Company
through another entity shall not be eligible to participate in the Plan
during the period that the individual is so initially classified, even if such
individual is later retroactively reclassified as an employee during all or any part
of such period pursuant to applicable law or otherwise.



     2.19 “ERISA” shall mean the Employee Retirement Income Security Act of
1974, as amended.



     2.20 “Original Effective Date” has the meaning set forth in Section 1.



     2.21 “Participant” shall mean any Eligible Employee who shall have become an
Active Participant in the Plan and any individual with a balance credited to his
or her Account.



     2.22 “Plan” shall mean the Expedia, Inc. Executive Deferred Compensation Plan, as
amended from time to time.



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     2.23 “Plan Year” shall mean the calendar year...



     2.24 “Section 409A” shall mean Code Section 409A and regulations and other
guidance promulgated thereunder.



     2.25 “Separation from Service” has the meaning set forth under Treasury
Regulation Section 1.409A-1(h) and generally includes a Participant’s termination of
employment with the Company and all of its Affiliates.



     2.26 “Specified Employee” shall mean a Participant who, as of the date of his or
her Separation from Service, is a key employee of the Company (or any other entity
that is (a) a member of a controlled group of corporations as defined in Code Section
414(b), of which the Company is also a member; or (b) an unincorporated trade or
business that is under common control with the Company as determined in accordance
with Code Section 414(c)), the stock of which is publicly traded on an established
securities market or otherwise. A Participant is a key employee if he or she meets the
requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance
with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time
during the twelve (12) month period
ending on a “specified employee identification date.” If a Participant is a key
employee as of a specified employee identification date, he or she is treated as a
Specified Employee for the twelve (12) month
period beginning on the related “specified employee effective date.” Unless the
Company has designated different dates in accordance with the provisions of Treasury
Regulation Sections I.409A-1(i)(3) and (4), the specified employee designation date
shall be December 31 of each year and the specified employee effective date shall be
the following April 1.



     2.27 “Supplemental Benefit” shall mean the vested benefit payable under the Plan,
which
shall be payable in accordance with Section 6.



     2.28 “Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from (a) an illness or accident of the Participant, the Participant’s
spouse, or the Participant’s dependent (as defined in Code Section 152, without
regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the
Participant’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered, by insurance, for example, not as a
result of a natural disaster); or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. For
example, the imminent foreclosure of or eviction from the Participant’s primary
residence; the need to pay for medical expenses, including nonrefundable deductibles,
as well as for the costs of prescription drug medication; or the need to pay for the
funeral expenses of a spouse, a beneficiary or a dependent (as defined in Code Section
152, without regard to
Section 152(b)(1), (b)(2) and (d)(1)(B)) each may constitute an Unforeseeable
Emergency. However, the purchase of a home and the payment of college tuition are not
Unforeseeable Emergencies.



Section 3 PARTICIPATION.




     Each Employee who is an Eligible Employee with respect to a Plan Year shall
be eligible to become an Active Participant in the Plan pursuant to Section 4 with
respect to such Plan Year. A
Participant shall cease to be an Active Participant with regard to a Plan Year if he
or she is not, or ceases to be, an Eligible Employee with regard to the Plan. A
Participant’s classification as an Eligible
Employee shall be made anew for each Plan Year, and a new Deferral Agreement must be
made for each Plan Year. Notwithstanding the foregoing, if an Employee ceases being
eligible to participate in the Plan mid-Plan Year, his or her Deferral Agreement shall
remain in effect through the end of the Plan Year.



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Section 4 DEFERRAL OF COMPENSATION.




     4.1 Deferral Agreement.



          (a) Any election to defer payment of a portion of a Participant’s Compensation in
a Plan Year shall be made by the Participant pursuant to a Deferral Agreement prior to
the first day of such Plan Year (i.e., by the December 31 immediately preceding the
Plan Year to which the Deferral Agreement relates). The Participant’s Deferral
Agreement shall evidence the Participant’s agreement to the terms of the Plan. The
Deferral Agreement shall authorize the Company to reduce the Participant’s Compensation
by a whole percentage up to ninety percent (90%), as elected by the Participant
pursuant to the Deferral Agreement. The Company may reduce the percentage that a
Participant elects to defer pursuant to a Deferral Agreement in order to withhold for
federal, state and local taxes or to comply with an order of a court or other authority
or to withhold under any other required plan or program.




          (b) The provisions of Section 4.1(a) shall be subject to the following:




               (i) If an Employee first becomes an Eligible Employee during a Plan Year, he or
she may elect to become an Active Participant with respect to such Plan Year, solely
with respect to Compensation earned with respect to services performed after such
election, if the election is made pursuant to a Deferral Agreement that is executed and
delivered to the Company pursuant to the procedures established by the Committee (or a
designee of the Committee) within thirty (30) days of the date such Employee becomes an
Eligible Employee. If no deferral election is submitted within this thirty (30) day
period, the Employee shall next be eligible to participate beginning January 1 of the
next following Plan Year and must submit a Deferral Agreement in accordance with
Section 4.1(a). This Section 4.1(b) shall not apply to any Employee who, though newly
eligible to participate in the Plan, was previously eligible to participate in the Plan
(other than the accrual of earnings) at any time during the twenty-four (24) month
period ending on the date the Employee again became eligible to participate in the
Plan.



               (ii) An election to defer Compensation hereunder pursuant to a Deferral Agreement
is irrevocable and is valid only for the Plan Year (or such other period with respect to
which the Compensation is earned by the Participant) following the Plan Year in which
the election was made or in the case of an Employee who first becomes an Eligible
Employee during a Plan Year, for Compensation earned with respect to services performed
in.such Plan Year after such election. If no new Deferral Agreement is timely made with
respect to any subsequent Plan Year, the Compensation earned with respect to such Plan
Year shall not be deferred under the Plan.



     4.2 Book Entry of Deferred Compensation. Deferred Compensation shall be credited
as a
book entry to a Participant’s Account not later than the date such amount would
otherwise be payable to the Participant.



     4.3 Vesting. A Participant’s Account shall be fully vested at all times, including Earnings
thereon.



Section 5 MEASUREMENT OF EARNINGS.




     5.1 Selection of Measuring Alternatives. Earnings shall be credited to a Participant’s
Account. The measuring alternatives used for the measurement of Earnings on the
amounts in a Participant’s Account shall be selected by the Participant in writing
on a form prescribed by the Committee (or a designee of the Committee) or, if
permitted by the Committee (or a designee of the Committee), by telephonic or
electronic transmission from among the various measuring alternatives



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offered under the Plan, unless the Committee (or a designee of the Committee)
decides in its sole discretion to designate the measuring alternative(s) used to
determine Earnings.




     5.2 Changes; Computation. In the event that, various measuring alternatives are
made
available to Participants, each Participant may change the selection of his or her
measuring alternatives as of the beginning of any calendar month (or at such other
times and in such manner as prescribed by the Committee (or a designee of the
Committee), in its sole discretion), subject to such notice and other
administrative procedures established by the Committee (or a designee of the
Committee). To the extent permitted by the Committee (or a designee of the Committee),
a Participant may make separate elections pursuant to this Section 5 with respect to
his or her (i) current Account balance and (ii) future Deferred Compensation. Earnings
shall be computed under this Section 5 on the balance in each Participant’s Account,
if applicable, as of the last business day of each month, or such other dates as
selected by the Committee (or a designee of the Committee), in its sole discretion, at
a rate equal to the performance of the measuring alternative selected by the
Participant for the calendar month (or such other applicable period) to which such
selection relates.



     5.3 Other Rules and Procedures. The Committee (or a designee of the Committee)
may, in
its sole discretion, establish rules and procedures for the crediting of Earnings
and the election of measuring alternatives pursuant to this Section 5.



Section 6 AMOUNT AND DISTRIBUTION OF SUPPLEMENTAL BENEFIT.




     6.1 Supplemental Benefits.



          (a) Subject to Sections 6.2 and 6.3 and to the extent otherwise required by
Section 409A, with respect to the Deferred Compensation of each period in which a
Participant is an Active Participant, a Participant may make an election, at the time
specified in Section 6.1(c), regarding (i) the Distribution Form (or a combination of
Distribution Forms) in which to receive his or her Supplemental Benefits from the Plan
and (ii) the Distribution Time upon which to commence receiving his or her
Supplemental Benefits attributable to such Deferred Compensation from the Plan.




          (b) If a Participant elects to receive his or her Supplemental Benefits in a
Distribution Form described in Section 2.13(b), the amount of each installment payment
shall be debited from the Participant’s Account. Such Account shall be deemed credited
with Earnings in accordance with Section 5.




          (c) A Participant must make his or her initial election regarding the
Distribution Form and Distribution Time to receive his or her Supplemental Benefits at
the same time he or she enters into a Deferral Agreement.




          (d) If a Participant does not make an election with respect to the Distribution
Form and/or Distribution Time, or if the Participant’s election is not effective under
the Plan or does not meet the requirements of Section 409A, Supplemental Benefits
shall be paid to him or her in the Distribution Form described in Section 2.13(a) and
at the Distribution Time described in Section 2.14(a).




     6.2 Death. Notwithstanding any provision of the Plan to the contrary, if a
Participant dies
prior to receiving all of his or her Supplemental Benefits, the unpaid portion of
such Supplemental Benefits shall be paid to the Participant’s Beneficiary in the form
of a lump sum distribution during the
period from January 1 to March 15 immediately following the Plan Year in which the
Participant’s death occurs.



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     6.3 Timing of Elections to Change Form and Timing of Distribution. Except as
otherwise required by Section 409A, a Participant may change his or her
election regarding the Distribution Form and the Distribution Time that his or
her Supplemental Benefit will be paid in accordance with the following
requirements:



          (a) Subject to Sections 6.3(b) and (c), such election may not take effect
until the twelve (12) month anniversary of the date the election is made and filed
with the Committee (or a designee of the Committee);




          (b) In the case of an election related to the payment of Supplemental Benefits
not described in Section 6.2 or Section 7, the Distribution Time must not be less
than five (5) years after the date such payment would otherwise have been paid, or in
the case of installment payments treated as a single payment, five (5) years from the
date the first amount was scheduled to be paid (regardless of whether the new
election merely changes the Distribution Form); and




               Any election related to a payment of Supplemental Benefits at a Distribution
Time described in Section 2.14(c) shall not be effective unless made at least twelve
(12) months prior to the Distribution Time that such election is changing (regardless
of whether the new election is only changing the Distribution Form).


No more than one change may be made under this Section 6.3 with respect to
the Participant’s Supplemental Benefit.




Section 7 HARDSHIP WITHDRAWALS.




     7.1 Approval Process. Upon the request of a Participant, the Committee, in its sole
discretion, may approve, due to the Participant’s Unforeseeable Emergency, a lump sum
distribution to
the Participant of all or a portion of the Participant’s unpaid Account. A request for
a payment on account of an Unforeseeable Emergency must be made in writing to the
Committee, supported by such evidence as the Committee may require, and must specify
(a) the nature of the Unforeseeable Emergency, (b) the total amount requested to be
paid from the Participant’s AcCount, and (c) the total amount of the actual
expense incurred or to be incurred on account of the Unforeseeable Emergency. The
deCision whether a Participant is faced with an Unforeseeable Emergency permitting a
distribution will be based on all the relevant facts and circumstances of each case.
The Company shall make a book entry to a Participant’s Account to reduce such
Participant’s Account in the amount of any payments made pursuant to this Section 7.



     7.2 Maximum Amount. The amount to be paid pursuant to Section 7.1 shall not exceed the
amount reasonably necessary to satisfy the applicable Unforeseeable Emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the payment,
after taking into account the extent to
which such Unforeseeable Emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets
(to the extent such liquidation Would not itself cause severe hardship).



     7.3 Payment Timing. If a payment on account of an Unforeseeable Emergency is approved
by the Committee, such payment shall be made as soon as administratively practicable
following the date of approval, but in no event later than ninety (90) days after such
approval is granted.



     7.4 Cancellation of Deferral Agreement. The Deferral Agreement for any Participant who
receives a payment due to an Unforeseeable Emergency under the Plan shall be
cancelled for the remainder of the Plan Year. Regardless of whether a Participant
has received a distribution under the



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Plan due to an Unforeseeable Emergency, in the event that a Participant has received
a hardship distribution from the Company’s 401(k) plan, deferrals under his or her
Deferral Agreement shall be cancelled through the period that is the longer of (a)
the end of the Plan Year; and (b) six (6) months following such distribution in
accordance with applicable IRS regulations. Additionally, to the extent
such six (6) month period ends during the next succeeding Plan Year, the Participant
shall not be allowed to defer Compensation under the Plan for such next Plan Year.




Section 8 CHANGE OF CONTROL.




     Notwithstanding any other provision of the Plan to’the contrary, upon a Change of
Control, the Plan shall immediately terminate and, within ninety (90) days,
Participants shall be paid all, or the remaining unpaid portions of, their
Supplemental Benefits, in a lump sum. This Section 8 shall be effective only if all
agreements, programs and other arrangements required to be treated as a single plan
with the Plan under Treasury Regulation Section 1.409A-1(c)(2) are terminated and
liquidated with respect to each Participant who experienced the Change of Control
event and the Plan’s termination otherwise complies with the requirements under
Section 409A to the extent necessary to avoid the imposition of additional tax
thereunder.



Section 9 CLAIMS PROCEDURES.




     9.1 Initial Claim.



          (a) Any claim by an Employee, Participant or Beneficiary (“Claimant”) with respect
to eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to the Committee. The Committee shall
provide the Claimant with the necessary forms and make all determinations as to the
right of any person to a disputed benefit. If a Claimant is denied benefits under the
Plan, the Committee (or a designee of the Committee) shall notify the Claimant in
writing of the denial of the claim within ninety (90) days after the Committee (or a
designee of the Committee) receives the claim, provided that in the event of special
circumstances such period may be extended.




          (b) In the event of special circumstances, the ninety (90) day period may be
extended for a period of up to ninety (90) days (for a total of one hundred eighty
(180) days). If the initial ninety (90) day period is extended, the Committee (or a
designee of the Committee) shall notify the Claimant in writing within ninety (90) days
of receipt of the claim. The written notice of extension shall indicate the special
circumstances requiring the extension of time and provide the date by which the
Committee expects to make a determination with respect to the claim. If the extension
is required due to the Claimant’s failure to submit information necessary to decide the
claim, the period for making the determination shall be tolled from the date on which
the extension notice is sent to the Claimant until the earlier of (i) the date on which
the Claimant responds to the Committee’s request for information, or (ii) expiration of
the forty-five (45) day period commencing on the date that the Claimant is notified
that the requested additional information must be provided.




          (c) If notice of the denial of a claim is not furnished within the required time
period described herein, the claim shall be deemed denied as of the last day of such
period.




          (d) If a claim is wholly or partially denied, the notice to the Claimant shall set forth:




               (i) The specific reason or reasons for the denial;



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               (ii) Specific reference to pertinent Plan provisions upon which the denial is
based;



               (iii) A description of any additional material or information necessary for the
Claimant to complete the claim request and an explanation of why such material or
information is necessary;



               (iv) Appropriate information as to the steps to be taken and the applicable
time limits if the Claimant wishes to submit the adverse determination for review;
and



               (v) A statement of the Claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse determination on review.



     9.2 Claim Denial Review.



          (a) If a claim has been wholly or partially denied, the Claimant may submit the
claim
for review by the Committee. Any request for review of a claim must be made in
writing to the Committee no later than sixty (60) days after the Claimant
receives notification of denial or, if no notification was provided, the date
the claim is deemed denied. The Claimant or his or her duly authorized
representative may:




               (i) Upon request and free of charge, be provided with reasonable access to, and
copies of, relevant documents, records, and other information relevant to the
Claimant’s claim; and



               (ii) Submit written comments, documents, records and other information
relating to the claim. The review of the claim determination shall take into
account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial claim determination.



          (b) The decision of the Committee upon review shall be made within sixty (60)
days
after receipt of the Claimant’s request for review, unless special circumstances
(including, without limitation, the need to hold a hearing) require an extension. In
the event of special circumstances, the sixty (60) day period may be extended for a
period of up to one hundred twenty (120) days.




               If notice of the decision upon review is not furnished within the required time
period described herein, the claim on review shall be deemed denied as of the last
day of such period.



          (d) The Committee, in its sole discretion, may hold a hearing regarding the claim
and
request that the Claimant attend. If a hearing is held, the Claimant shall be
entitled to be represented by counsel.




          (e) The Committee’s decision upon review on the Claimant’s claim shall be
communicated to the Claimant in writing. If the claim upon review is denied, the
notice to the Claimant shall set forth:




               (i) The specific reason or reasons for the decision, with references to the
specific Plan provisions on which the determination is based;



               (ii) A statement that the Claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim; and



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               (iii) A statement of the Claimant’s right to bring a civil action under Section
502(a) of ERISA.



     9.3 Interpretations. All interpretations, determinations and decisions of the Committee with
respect to any claim, including without limitation the appeal of any claim,
shall be made by the Committee, in its sole discretion, based on the Plan and
comments, documents, records and other
information presented to it, and shall be final, conclusive and binding. The claims
procedures set forth in this Section 9 are intended to comply with United States
Department of Labor Regulation Section 2560.503-1 and should be construed in
accordance with such regulation. In no event shall this Section 9
be interpreted as expanding the rights of Claimants beyond what is required by United
States Department of Labor Regulation § 2560.503-1.



Section 10 NO FUNDING OBLIGATION.




     The Plan shall not be construed to require the Company to fund any of the
benefits payable under the Plan or to set aside or earmark any monies or other assets
specifically for payments under the Plan.
The Company shall pay its share of the expenses of the Plan as the Company may
determine from time to time in the manner specified herein. The Company shall be
liable for and shall pay its fair share of the expenses of operating the Plan and
trust, if any, including its share of any trustee’s fees. The amount of such charges
to be paid by each Affiliate shall be determined by the Company, in its sole
discretion.



     The Plan is “unfunded” and Supplemental Benefits payable hereunder shall be paid
by the Company out of its general assets. Participants and their Beneficiaries shall
not have any interest in any specific asset of the Company as a result of the Plan.
Nothing contained in the Plan and no action taken pursuant to the provisions of the
Plan shall create or be construed to create a trust of any kind, or a fiduciary
relationship among the Company, any employer, the Committee, the Participants, their
Beneficiaries or any other person. Any funds that may be invested under the
provisions of the Plan shall continue for all purposes to be part of the general
funds of the Company, and no person other than the Company shall by virtue of the
provisions of the Plan have any interest in such funds. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right
shall be no greater than the right of any unsecured general creditor of the Company.
The Company may, in its sole discretion, establish a “rabbi trust” to pay
Supplemental Benefits hereunder. If the Company decides to
establish any accrued reserve on its books against the future expense of benefits
payable hereunder, or if a rabbi trust is established under the Plan, such reserve or
trust shall not under any circumstances be deemed to be an asset of the Plan.



Section 11 NONTRANSFERABILITY OF RIGHTS UNDER THE PLAN.




     The benefits payable or other rights under the Plan shall not be subject to
alienation, transfer, assignment, garnishment, execution or levy of any kind, and
any attempt to be so subjected shall not be recognized. Notwithstanding the
foregoing, solely with respect to a Participant who has incurred a
Separation from Service and commenced receiving payment of Supplemental Benefits
under the Plan, all or a portion of the Participant’s Supplemental Benefits may be
assigned to an individual other than the Participant to the extent necessary to
fulfill a domestic relations order that meets all of the following requirements:



          (a) The domestic relations order must be a judgment, decree or order (including
approval of a property settlement agreement) that (i) relates to the provision of
child support, alimony payments or marital property rights to a spouse, former
spouse, child or other dependent of a Participant (an “Alternate Payee”); and (ii) is
made pursuant to a State domestic relations law (including a community property law);




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          (b) Except as otherwise required under the Plan, the terms of the domestic
relations
order must comply with the requirements of Section 206(d)(3) of ER1SA as if the
Plan were subject to such requirements;




          (c) The Alternate Payee shall receive payment under the Plan of the portion of
the
Participant’s Supplemental Benefits that are assigned to the Alternate Payee in
a single cash lump sum payment; and




          (d) The domestic relations order contains substantially the following provisions:





The Expedia, Inc. Executive Deferred Compensation Plan
(the “Plan”) is “unfunded” and benefits payable under the
Plan shall be paid (“Expedia”) out of the general assets
of Expedia. The Alternate Payee shall not have any
interest in any specific asset of Expedia or its
affiliates as a result of this Plan. Nothing contained in
the Plan and no action taken pursuant to the provisions of
the Plan or this domestic relations order shall create or
be construed to create a trust of any kind, or a fiduciary
relationship among Expedia, the administrative committee
for the Plan, the Participant and the Alternate Payee or
any other person. Any funds that may be invested under the
provisions of
the Plan shall continue for all purposes to be part of the
general funds of Expedia, and no person other than Expedia
shall by virtue of the provisions of the Plan or this
domestic relations order have any interest in such funds.
The Alternate Payee’s rights under the Plan shall be no
greater than the right of any unsecured general creditor of
Expedia. The benefits payable under the Plan to the
Alternate Payee shall not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any
kind and any attempt to cause any benefits to be so
subjected shall not be recognized.



          (e) Notwithstanding any other provision of the Plan to the contrary, the
Alternate
Payee shall not have the right to elect a Distribution Form or Distribution Time.




Section 12 MINORS AND INCOMPETENTS.




     12.1 Determination. In the event that the Committee finds that a Participant is unable to care
for his or her affairs because of illness or accident, then benefits payable hereunder,
unless a claim has
been made therefor by a duly appointed guardian, committee or other legal
representative, may be paid in such manner as the Committee shall determine, and the
application thereof shall be a complete discharge of all liability for any payments or
benefits to which such Participant was or would have been otherwise entitled under the
Plan.



     12.2 Payments. Any payments to a minor from the Plan may be paid by the Committee in
its sole and absolute discretion (a) directly to such minor; (b) to the legal or natural
guardian of such minor; or (c) to any other person, whether or not appointed guardian
of the minor, who shall have the care and
custody of such minor. The receipt by such individual shall be a complete discharge of
all liability under the Plan therefor.



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Section 13 ASSIGNMENT.




     The Plan shall be binding upon and inure to the benefit of the Company, its
successors and assigns and the Participants and their heirs, executors,
administrators and legal representatives. In the event that the Company sells all or
substantially all of the assets of its business and the acquirer of such assets
assumes the obligations hereunder, the Company shall be released from any liability
imposed herein and shall have no obligation to provide any benefits payable
hereunder.



Section 14 LIMITATION OF RIGHTS.




     Nothing contained herein shall be construed as conferring upon an Employee the
right to continue in the employ of the Company or its Affiliates as an executive or in
any other capacity or to interfere with the right of the Company or its Affiliates to
discharge him or her at any time for any reason whatsoever.



Section 15 ADMINISTRATION.




     On behalf of the Company, the Plan shall be administered by the Committee or, to
the extent specifically permitted under the terms of the Plan, a designee of the
Committee; provided that, if any authority to administer is delegated by the
Committee, such administration shall be subject to the oversight of the Committee. The
Committee (or a designee of the Committee) shall have the exclusive right, power, and
authority, in its sole and absolute discretion, to administer, apply and interpret the
Plan and any other Plan documents and to decide all matters arising in connection with
the operation or
administration of the Plan. Without limiting the generality of the foregoing, the
Committee shall have the sole and absolute discretionary authority (a) to take all
actions and make all decisions with respect to the eligibility for, and the amount of,
benefits payable under the Plan; (b) to formulate, interpret and apply
rules, regulations and policies necessary to administer the Plan in accordance with
its terms; (c) to decide questions, including legal or factual questions, relating to
the calculation and payment of benefits under the Plan; (d) to resolve and/or clarify
any ambiguities, inconsistencies and omissions arising under the Plan or other Plan
documents; and (e) to process and approve or deny benefit claims and rule on any
benefit exclusions. All determinations made by the Committee (or a designee of the
Committee) with respect to any matter arising under the Plan and any other Plan
documents including, without limitation, any question concerning eligibility and the
interpretation and administration of the Plan shall be final,
binding and conclusive on all parties. To the extent that a form prescribed by the
Committee to be used in the operation and administration of the Plan does not conflict
with the terms and provisions of the Plan document, such form shall be evidence of (i)
the Committee’s interpretation, construction and administration of the Plan and (ii)
decisions or rules made by the Committee pursuant to the authority granted to the
Committee under the Plan.



     No member of the Committee and no officer, director or employee of the Company or
any other Affiliate shall be liable for any action or inaction with respect to his or
her functions under the Plan unless such action or inaction is adjudged to be due to
fraud. Further, no such person shall be personally liable merely by virtue of any
instrument executed by him or her or on his or her behalf in connection with the Plan.



     The Company shall indemnify, to the fullest extent permitted by law and its
Certificate of Incorporation and By-laws (but only to the extent not covered by
insurance), its officers and directors (and any employee involved in carrying out the
functions of the Company under the Plan) and each member of the Committee against any
expenses, including amounts paid in settlement of a liability, that are reasonably
incurred in connection with any legal action to which such person is a party by reason
of his or her duties or responsibilities with respect to the Plan (other than as a
Participant), except with



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regard to matters as to which he or she shall be adjudged in such action to be
liable for fraud in the performance of his or her duties.




Section 16 AMENDMENT OR TERMINATION OF PLAN.




     On behalf of the Company, the Board (or a duly authorized committee thereof)
may, in its sole and absolute discretion, amend the Plan from time to time and at
any time in such manner as it deems appropriate or desirable, and the Board (or a
duly authorized committee thereof) may, in its sole and
absolute discretion, terminate the Plan for any reason from time to time and at any
time in such manner as it deems appropriate or desirable. In the event the Company
terminates or freezes the Plan, there shall be no further accrual of Supplemental
Benefits hereunder.



Section 17 SEVERABILITY OF PROVISIONS.




     In case any provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and the
Plan shall be construed and enforced as if such provisions had not been included.



Section 18 ENTIRE AGREEMENT.




     The Plan, along with the Participant’s elections hereunder, constitutes the entire
agreement between the Company and the Participant pertaining to the subject matter
herein and supersedes any other plan or agreement, whether written or oral, pertaining
to the subject matter herein. No agreements or
representations, other than as set forth herein, have been made by the Company with
respect to the subject matter herein.



Section 19 HEADINGS AND CAPTIONS.




     The headings and captions herein are provided for reference and convenience
only. They shall not be considered part of the Plan and shall not be employed in the
construction of the Plan.



Section 20 NONEMPLOYMENT.




     The Plan is not an agreement of employment and shall not grant an employee
any rights of employment.



Section 21 PAYMENT NOT SALARY.




     Except to the extent a plan otherwise provides, any Supplemental Benefits payable
under the Plan shall not be deemed salary or other compensation to the Participant or
Beneficiary for the purposes of
computing benefits to which he or she may be entitled under any pension plan or other
arrangement of the Company.



Section 22 GENDER AND NUMBER.




     Wherever used in the Plan, the masculine shall be deemed to include the
feminine and the singular shall be deemed to include the plural, unless the
context clearly indicates otherwise.



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Section 23 CONTROLLING LAW.




     The Plan is established in order to provide deferred compensation to a select
group of management and highly compensated employees within the meanings of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.



     The Company makes no representations or warranties to any Participant with
respect to any tax, economic or legal consequences of the Plan or any payments to any
Participant hereunder, including without limitation under Section 409A or other
applicable Code provisions. However, the Company intends that the Plan and the
payments provided hereunder be exempt from the requirements of
Section 409A to the maximum extent possible, whether pursuant to the short-term
deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the
involuntary separation pay plan exception described in Treasury Regulation Section
1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A
is applicable to the Plan and the payments provided hereunder, the Company intends that
the Plan comply with the deferral, payout and other limitations and restrictions
imposed under Section 409A. Notwithstanding any provision in the Plan to the contrary,
the Plan shall be interpreted, operated and administered in a manner consistent with
such intentions. Notwithstanding any provision in the Plan to the contrary, the Company
may (but has no obligation to) at any time and without the consent of any Participant,
modify the terms of the Plan as it determines appropriate to avoid or mitigate the
imposition of additional taxes under Section 409A. The Plan shall be deemed to be
amended, and any deferrals and payments hereunder shall be deemed to be modified, to
the extent permitted by and necessary to comply with Section 409A and to avoid or
mitigate the imposition of additional taxes under Section 409A.



     To the extent not governed by the Code and ERISA, the Plan shall be governed by
the laws of the State of Delaware without giving effect to conflict of law provisions.



* * *




     IN WITNESS WHEREOF, the Company has caused the Plan to be executed effective
as of January 1, 2009.



	 	 	 	 	 	 	 
	 	 	EXPEDIA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patricia L. Zuccotti	 	 
	 

	 	 	 	Patricia L. Zuccotti

	 	 
	 

	 	Its:
	 	SVP, Chief Accounting Officer
& Controller	 	 







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