EX-10.2



 Exhibit 10.2 

EXPEDIA, INC. STOCK OPTION AGREEMENT 

THIS AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Summary of Award (as defined below), by
and between Expedia, Inc., a Delaware corporation (the “Corporation”), and the undersigned employee of the Corporation, Affiliate or Subsidiary (the “Participant”). 

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 (the “Summary of Award”) issued to the Participant, which may be
found on the Morgan Stanley Benefit Access System at www.benefitaccess.com (or any successor system selected by the Corporation). This Agreement relates to the option to purchase shares of Common Stock described in the Summary of Award (the
“Stock Option”). 
  

	1.	Award of Stock Option 

 Subject to the provisions of this Agreement and the
Plan, the Corporation hereby grants the Stock Option to the Participant pursuant to Section 5 of the Plan. The Summary of Award sets forth the number of shares of Common Stock covered by the Stock Option, the per share exercise price of the
Stock Option and the Grant Date of the Stock Option. The Stock Option shall be a Nonqualified Option. Unless earlier terminated pursuant to the terms of this Agreement or the Plan, the Stock Option shall expire on the seven year anniversary of the
Grant Date. 
  

	2.	Vesting 

 Subject to (a) the terms and conditions of this Agreement, the
Summary of Award and the provisions of the Plan, and (b) the Participant’s continuous employment by the Corporation or one of its Subsidiaries or Affiliates through the applicable vesting date, the Stock Option shall vest and become
exercisable as follows: 
  

					
	 Vesting Date
	 	Percentage of Stock Option Vesting	 
	 On the first anniversary of the Grant Date
	 	 	25	% 
	 On the second anniversary of the Grant Date
	 	 	25	% 
	 On the third anniversary of the Grant Date
	 	 	25	% 
	 On the fourth anniversary of the Grant Date
	 	 	25	% 

  

	3.	Terms of Employment; Termination of Employment by the Corporation for Cause  


(a) Nothing in this Agreement, the Summary of Award or the Plan shall confer upon the Participant any right to continue in the employ or
service of the Corporation or any of its Subsidiaries or Affiliates or interfere in any way with their rights to terminate the Participant’s employment or service at any time. 







 (b) In the event the Participant exercises any portion of the Stock Option within two years prior to the
Participant’s Termination of Employment for Cause, the Participant agrees that the Corporation shall be entitled to recover from the Participant, at any time within two years following such exercise, and the shall pay over to the Corporation,
the excess of (i) the aggregate Fair Market Value of the Common Stock subject to such exercise on the date of exercise over (ii) the aggregate exercise price of the Common Stock subject to such exercise on the date of exercise. 

 

	4.	Taxes and Withholding 

 No later than the date as of which an amount in respect of
the Stock Option first becomes includible in the Participant’s gross income for federal, state, local or foreign income or employment or other tax purposes, the Participant shall pay to the Corporation or make arrangements satisfactory to the
Committee regarding payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount and the Corporation shall, to the extent permitted or required by law, have the right to deduct from any
payment of any kind otherwise due to the Participant (either directly or indirectly through its agent), federal, state, local and foreign taxes of any kind required by law to be withheld. Notwithstanding the foregoing, the Corporation shall be
entitled to hold the shares of Common Stock issuable to the Participant upon exercise of the Participant’s Stock Option until the Corporation or the agent selected by the Corporation to manage the Plan under which the Stock Option has been
issued (the “Agent”) has received from the Participant (i) a duly executed Form W-9 or W-8, as applicable and (ii) payment for any federal, state, local or foreign taxes of any kind required by law to be withheld
with respect to any portion of such Stock Option. 
  

	5.	Conflicts and Interpretation 

 Applicable terms of the Plan are expressly
incorporated by reference into this Agreement. 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 (x) conflict between the Summary of Award (or any other information posted on the Morgan Stanley Benefit Access
System or successor system) and this Agreement, the Plan and/or the books and records of the Corporation or (y) ambiguity in the Summary of Award (or any other information posted on the Morgan Stanley Benefit Access System or successor system),
this Agreement, the Plan and/or the books and records of the Corporation, as applicable, shall control. 
  

	6.	Data Protection 

 The Participant authorizes the release from time to time to the
Corporation (and any of its Subsidiaries or Affiliates) 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 (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 that 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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	7.	Amendment 

 The Committee may unilaterally amend the Stock Option, prospectively
or retroactively, but no such amendment shall, without the Participant’s consent, materially impair the rights of the Participant with respect to the Stock Option, except such an amendment made to cause the Stock Option to comply with
applicable law, stock exchange rules or accounting rules. 
  

	8.	Notification of Changes 

 Any changes to this Agreement shall be communicated
(either directly by the Corporation or indirectly through any of its Subsidiaries, Affiliates or the Agent) to the Participant electronically via email (or otherwise in writing) promptly after such change becomes effective. 

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 IN WITNESS WHEREOF, as of the Grant Date, 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) shall constitute execution of the Agreement by the Participant. 
  

			
	EXPEDIA, INC.
	
	  

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




  
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