COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER THE EXPEDIA LONG-TERM INCENTIVE PLAN AS REQUIRED
PURSUANT TO SUCH ACT AND ANY APPLICABLE RULES OR REGULATIONS THEREUNDER, WITH
SUCH REGISTRATION TO BE EFFECTIVE PRIOR TO THE EFFECTIVE DATE.
IAC AGREES THAT,
FOLLOWING THE EFFECTIVE DATE, IT SHALL USE REASONABLE EFFORTS TO CONTINUE TO
MAINTAIN A FORM S-8 REGISTRATION STATEMENT WITH RESPECT TO AND CAUSE TO BE
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, THE SHARES OF IAC
COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE IAC LONG-TERM INCENTIVE PLANS AS
REQUIRED PURSUANT TO SUCH ACT AND ANY APPLICABLE RULES OR REGULATIONS
THEREUNDER.
5.5
IAC EXECUTIVE DEFERRED COMPENSATION PLANS.
EFFECTIVE AS OF THE EFFECTIVE DATE, EXPEDIA SHALL ESTABLISH A DEFERRED
COMPENSATION PLAN THAT IS SUBSTANTIALLY IDENTICAL TO THE IAC EXECUTIVE DEFERRED
COMPENSATION PLAN TO PROVIDE BENEFITS TO EXPEDIA EMPLOYEES AND FORMER EXPEDIA
EMPLOYEES FROM AND AFTER THE EFFECTIVE DATE WHO WERE PARTICIPANTS IN THE IAC
EXECUTIVE DEFERRED COMPENSATION PLAN AS OF IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE.
5.6
SEVERANCE.
AN EXPEDIA EMPLOYEE SHALL NOT BE
DEEMED TO HAVE TERMINATED EMPLOYMENT FOR PURPOSES OF DETERMINING ELIGIBILITY FOR
SEVERANCE BENEFITS IN CONNECTION WITH OR IN ANTICIPATION OF THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THE SEPARATION AGREEMENT.
EXPEDIA SHALL BE
SOLELY RESPONSIBLE FOR ALL LIABILITIES IN RESPECT OF ALL COSTS ARISING OUT OF
PAYMENTS AND BENEFITS RELATING TO THE TERMINATION OR ALLEGED TERMINATION OF ANY
EXPEDIA EMPLOYEE OR FORMER EXPEDIA EMPLOYEE'S EMPLOYMENT THAT OCCURS PRIOR TO,
AS A RESULT OF, IN CONNECTION WITH OR FOLLOWING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE SEPARATION AGREEMENT, INCLUDING ANY AMOUNTS
REQUIRED TO BE PAID (INCLUDING ANY PAYROLL OR OTHER TAXES), AND THE COSTS OF
PROVIDING BENEFITS, UNDER ANY APPLICABLE SEVERANCE, SEPARATION, REDUNDANCY,
TERMINATION OR SIMILAR PLAN, PROGRAM, PRACTICE, CONTRACT, AGREEMENT, LAW OR
REGULATION (SUCH BENEFITS TO INCLUDE ANY MEDICAL OR OTHER WELFARE BENEFITS,
OUTPLACEMENT BENEFITS, ACCRUED VACATION, AND TAXES).
ARTICLE VI
GENERAL AND ADMINISTRATIVE
6.1
SHARING OF PARTICIPANT INFORMATION.
IAC AND
EXPEDIA SHALL SHARE, AND IAC SHALL CAUSE EACH OTHER IAC ENTITY TO SHARE, AND
EXPEDIA SHALL CAUSE EACH OTHER EXPEDIA ENTITY TO SHARE WITH EACH OTHER AND THEIR
RESPECTIVE AGENTS AND VENDORS (WITHOUT OBTAINING RELEASES) ALL PARTICIPANT
INFORMATION NECESSARY FOR THE EFFICIENT AND ACCURATE ADMINISTRATION OF EACH OF
THE EXPEDIA BENEFIT PLANS AND THE IAC BENEFIT PLANS.
IAC AND EXPEDIA AND THEIR
RESPECTIVE AUTHORIZED AGENTS SHALL, SUBJECT TO APPLICABLE LAWS, BE GIVEN
REASONABLE AND TIMELY ACCESS TO, AND MAY MAKE COPIES OF, ALL INFORMATION
RELATING TO THE SUBJECTS OF THIS AGREEMENT IN THE CUSTODY OF THE OTHER PARTY, TO
THE EXTENT NECESSARY FOR SUCH ADMINISTRATION.
UNTIL THE CLOSE OF THE EFFECTIVE
DATE, ALL PARTICIPANT INFORMATION SHALL BE PROVIDED IN THE MANNER AND MEDIUM
APPLICABLE TO PARTICIPATING COMPANIES IN IAC BENEFIT PLANS GENERALLY, AND
THEREAFTER UNTIL DECEMBER 31, 2006,
18
ALL PARTICIPANT INFORMATION SHALL BE PROVIDED IN A MANNER AND MEDIUM AS MAY BE
MUTUALLY AGREED TO BY IAC AND EXPEDIA.
6.2
REASONABLE EFFORTS/COOPERATION.
EACH OF THE
PARTIES HERETO WILL USE ITS COMMERCIALLY REASONABLE EFFORTS