EX-10.1



 Exhibit 10.1 
 EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT 
 THIS AGREEMENT, dated as of
the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia, Inc., a Delaware corporation (the “Corporation”), and the employee of the Corporation or one of its businesses (the
“Participant”) designated as receiving an award of restricted stock units (the “Restricted Stock Units”). 

All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Second Amended
and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “Plan”). Reference is made to the “Summary of Award,” which is hereby incorporated by reference into, and shall be read as part and parcel of,
this Agreement, can be found on the Morgan Stanley Benefit Access System at www.benefitaccess.com. 
  

	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 Restricted Stock Units to the Participant pursuant to Section 7 of the Plan. Your
Summary of Award sets forth the number of Restricted Stock Units granted to you by the Corporation and the Award Date (among other information). 
 (b) Subject to the terms and conditions of this Agreement, 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”): 
  

					
	 Vesting Date
	 	Percentage of Total Award Vesting	 
	 On the first anniversary of the Award Date
	 	 	25	% 
	 On the second anniversary of the Award Date
	 	 	25	% 
	 On the third anniversary of the Award Date
	 	 	25	% 
	 On the fourth anniversary of the Award Date
	 	 	25	% 

 (c) Notwithstanding the provisions of Paragraph 1(b), in the event the Participant incurs a Termination
of Employment by the Corporation for Cause, or the Participant 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
Participant’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 Participant, immediately upon notice from the Corporation,
either to return the 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 or to pay to
the Corporation an 

  

					
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amount equal to the aggregate amount, if any, that the Participant 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. 
 (d) In the event the Participant incurs a
Termination of Employment during the Restriction Period for any reason other than as set forth in Paragraph 1(c), all remaining unvested Restricted Stock Units shall be forfeited by the Participant and canceled in their entirety effective
immediately upon such termination. 
 (e) For purposes of this Agreement, employment with the Corporation shall include
employment with the Corporation’s Affiliates (excluding InterActiveCorp and its subsidiaries) and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant 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 Participant’s employment at any time. 
  

	2.	Settlement of Units 


As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or at such later
date specified by the Committee or in accordance with the election of the Participant, if the Committee so permits), 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 issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Participant 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 Participant 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
Participant 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 Participant 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 

  

					
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Participant 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 property) and shall vest concurrently with the
vesting of the Restricted Stock Units upon which such dividend equivalent amounts were paid. 
 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.	Adjustment in the Event of Change in Stock; Change in Control 

 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
Participants. 
 Unless otherwise determined by the Committee, in the event of a Change in Control, the provisions of
Section 10 of the Plan shall apply. 
  

	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 Participant in connection with the Restricted Stock
Units, together with any and all other fees and expenses necessarily incurred by the Corporation in connection therewith. 

  

					
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	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 Participant acknowledges that the Participant 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 Participant is on the Corporation’s insider list, the Participant
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 Participant further acknowledges that, in its discretion, the Corporation may prohibit the Participant 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 Participant for federal, state, local or foreign income or employment or other tax purposes with respect to
any Restricted Stock Units, the Participant 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 Participant 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 Participant, including deducting such amount from the delivery of shares 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 Participant: at the last known address on record at the Corporation. 

  

					
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 If to the Corporation: 

Expedia, Inc. 
 3150 139th
Avenue S.E. 
 Bellevue, WA 98005 
 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 Participant 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. 
  

	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 Participant hereby agrees and consents to the personal jurisdiction of said courts over the Participant 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. 

  

					
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 In the event of any (i) conflict between the Summary of Award (or any other information
posted on the Smith Barney Benefit Access System or successor 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 or successor 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 Participant 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. If the Company makes a good faith determination that any compensation provided under this Agreement is likely to be subject to the additional tax
imposed by Section 409A, the Company may, to the extent it deems necessary or advisable, modify this Agreement, without the Eligible Employee’s consent, to reduce the risk that such additional tax will apply, in a manner
designed to preserve the material economic benefits intended to be provided to the Eligible Employee under this Agreement (other than any diminution of such benefit that may be attributable to the time value of money resulting from a delay in
the timing of payments hereunder for a period of approximately six months or such longer period as may be required). 
  

	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.	Counterparts 

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

	17.	Data Protection 


The Participant 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 Participant permits his or her employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information 

  

					
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 (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 Participant 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 Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


  

					
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 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 Participant has hereunto set the Participant’s hand. Electronic acceptance of this Agreement pursuant to the Corporation’s instructions to the Participant
(including through an online acceptance process managed by the Agent) is acceptable. 
  

			
	EXPEDIA, INC.
	
	  

	Name:	 	Robert J. Dzielak
	Title:	 	Executive Vice President,
		 	General Counsel & Secretary
	
	PARTICIPANT
	
	  




  

					
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