EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Mark
Gunning ("Employee") and Expedia, Inc., a Washington corporation (the
"Company"), and is effective as of July 14, 2005 (the "Effective Date").
WHEREAS, the Company desires to establish its right to the services of
Employee, in the capacity described below, on the terms and conditions
hereinafter set forth, and Employee is willing to accept such employment on such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, Employee and the Company have agreed and do hereby agree as follows:
1A. EMPLOYMENT. The Company agrees to employ Employee as Chief Financial Officer
and Employee accepts and agrees to such employment. During Employee's employment
with the Company, Employee shall do and perform all services and acts necessary
or advisable to fulfill the duties and responsibilities as are commensurate and
consistent with Employee's position and shall render such services on the terms
set forth herein. During Employee's employment with the Company, Employee shall
report directly to the Chief Executive Officer or such person(s) as from time to
time may be designated by the Company (hereinafter referred to as the "Reporting
Officer"). Employee shall have such powers and duties with respect to the
Company as may reasonably be assigned to Employee by the Reporting Officer, to
the extent consistent with Employee's position and status. Employee agrees to
devote all of Employee's working time, attention and efforts to the Company and
to perform the duties of Employee's position in accordance with the Company's
policies as in effect from time to time. Employee's principal place of
employment shall be the Company's offices located in Bellevue, Washington.
2A. TERM OF AGREEMENT. The term ("Term") of this Agreement shall commence on the
Effective Date and shall continue for a period of two (2) years.
3A. COMPENSATION.
(a) BASE SALARY. During the Term, the Company shall pay Employee an annual
base salary of $325,000.00 (the "Base Salary"), payable in equal biweekly
installments or in accordance with the Company's payroll practice as in effect
from time to time. For all purposes under this Agreement, the term "Base Salary"
shall refer to Base Salary as in effect from time to time.
(b) DISCRETIONARY BONUS. During the Term, Employee shall be eligible to
receive discretionary annual bonuses, PROVIDED that Employee's annual target
bonus shall be 50% of Employee's Base Salary.
(d) RESTRICTED STOCK UNITS. In consideration of Employee's entering into
this Agreement and as an inducement to join the Company, Employee shall be
granted, under the Expedia, Inc., a Delaware corporation ("Expedia") 2005 Stock
and Annual Incentive Plan (the "Plan"), an award of restricted stock units (the
"Restricted Stock Units") representing shares of
common stock of Expedia valued at $500,000.00, subject to the approval of the
compensation committee of the Board of Directors of Expedia (the "Compensation
Committee"). The award will be governed by a restricted stock unit agreement
(the "Restricted Stock Unit Agreement"). Subject to the approval of the
Compensation Committee, the number of Restricted Stock Units that Employee will
receive will be based on the closing price of Expedia's common stock during a
period of time as determined by the Compensation Committee, and will be rounded
down to the nearest whole share. The Restricted Stock shall units shall vest and
no longer be subject to any restriction in five equal installments on each of
the first, second, third, fourth and fifth anniversaries of the Effective Date.
In the event of any conflict or ambiguity between this Agreement and the
Restricted Stock Unit Agreement, the Restricted Stock Unit Agreement shall
control.
(e) BENEFITS. From the Effective Date through the date of termination of
Employee's employment with the Company for any reason, Employee shall be
entitled to participate in any welfare, health and life insurance and pension
benefit and incentive programs as may be adopted from time to time by the
Company on the same basis as that provided to similarly situated employees of
the Company. Without limiting the generality of the foregoing, Employee shall be
entitled to the following benefits:
(i) REIMBURSEMENT FOR BUSINESS EXPENSES. During the Term, the Company
shall reimburse Employee for all reasonable and necessary expenses incurred
by Employee in performing Employee's duties for the Company, on the same
basis as similarly situated employees and in accordance with the Company's
policies as in effect from time to time.
(ii) VACATION. During the Term, Employee shall be entitled to paid
vacation per year, in accordance with the plans, policies, programs and
practices of the Company applicable to similarly situated employees of the
Company generally.
4A. NOTICES. All notices and other communications under this Agreement shall be
in writing and shall be given by first-class mail, certified or registered with
return receipt requested or hand delivery acknowledged in writing by the
recipient personally, and shall be deemed to have been duly given three days
after mailing or immediately upon duly acknowledged hand delivery to the
respective persons named below:
If to the Company: 3150 139th Avenue SE Bellevue, WA 98005
Attention: General Counsel
If to Employee: Mark S. Gunning
[HOME ADDRESS OMITTED]
Either party may change such party's address for notices by notice duly given
pursuant hereto.
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5A. GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus
created between the parties hereto shall be governed by and construed under and
in accordance with the internal laws of the State of Washington without
reference to the principles of conflicts of laws. Any and all disputes between
the parties which may arise pursuant to this Agreement will be heard and
determined before an appropriate federal court in Washington, or, if not
maintainable therein, then in an appropriate Washington state court. The parties
acknowledge that such courts have jurisdiction to interpret and enforce the
provisions of this Agreement, and the parties consent to, and waive any and all
objections that they may have as to, personal jurisdiction and/or venue in such
courts.
6A. COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument. Employee expressly understands and
acknowledges that the Standard Terms and Conditions attached hereto are
incorporated herein by reference, deemed a part of this Agreement and are
binding and enforceable provisions of this Agreement. References to "this
Agreement" or the use of the term "hereof" shall refer to this Agreement and the
Standard Terms and Conditions attached hereto, taken as a whole.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and delivered by its duly authorized officer and Employee has executed and
delivered this Agreement as of the Effective Date.
EXPEDIA, INC.
/s/ Kathleen K. Dellplain
--------------------------------------------
By: Kathleen K. Dellplain
Title: Executive Vice President, Human
Resources
/s/ Mark S. Gunning
--------------------------------------------
Mark S. Gunning
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STANDARD TERMS AND CONDITIONS
1. TERMINATION OF EMPLOYEE'S EMPLOYMENT.
(a) DEATH. In the event Employee's employment hereunder is terminated by
reason of Employee's death, the Company shall pay Employee's designated
beneficiary or beneficiaries, within 30 days of Employee's death in a lump sum
in cash, (i) Employee's Base Salary through the end of the month in which death
occurs and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).
(b) DISABILITY. If, as a result of Employee's incapacity due to physical or
mental illness ("Disability"), Employee shall have been absent from the
full-time performance of Employee's duties with the Company for a period of four
consecutive months and, within 30 days after written notice is provided to
Employee by the Company (in accordance with Section 4A hereof), Employee shall
not have returned to the full-time performance of Employee's duties, Employee's
employment under this Agreement may be terminated by the Company for Disability.
During any period prior to such termination during which Employee is absent from
the full-time performance of Employee's duties with the Company due to
Disability, the Company shall continue to pay Employee's Base Salary at the rate
in effect at the commencement of such period of Disability, offset by any
amounts payable to Employee under any disability insurance plan or policy
provided by the Company. Upon termination of Employee's employment due to
Disability, the Company shall pay Employee within 30 days of such termination
(i) Employee's Base Salary through the end of the month in which termination
occurs in a lump sum in cash, offset by any amounts payable to Employee under
any disability insurance plan or policy provided by the Company; and (ii) any
Accrued Obligations (as defined in paragraph 1(f) below).
(c) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. The Company may
terminate Employee's employment under this Agreement with or without Cause at
any time prior to the expiration of the Term. As used herein, "Cause" shall
mean: (i) the plea of guilty or nolo contendere to, or conviction for, the
commission of a felony offense by Employee; PROVIDED, HOWEVER, that after
indictment, the Company may suspend Employee from the rendition of services, but
without limiting or modifying in any other way the Company's obligations under
this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to
the Company; (iii) a material breach by Employee of any of the covenants made by
Employee in Section 2 hereof; (iv) the willful or gross neglect by Employee of
the material duties required by this Agreement; or (v) a violation by Employee
of any Company policy pertaining to ethics, wrongdoing or conflicts of interest
that, in the case of the conduct described in clauses (iv) or (v) above, if
curable, is not cured by Employee within thirty (30) days after Employee is
provided with written notice thereof. Upon (A) the termination of Employee's
employment by the Company for Cause or (B) Employee's resignation without Good
Reason (as defined below) prior to the expiration of the Term, the Company shall
have no further obligation hereunder, except for the payment of any Accrued
Obligations (as defined in paragraph 1(f) below). As used herein, "Good Reason"
shall mean the occurrence of any of the following without Employee's prior
consent: (A) the Company's material breach of any material provision of this
Agreement, (B) the material reduction in Employee's duties, excluding for this
purpose any such reduction that is an isolated and inadvertent action not taken
in bad faith, (C) the reduction in Employee's Base Salary, or (D) the relocation
of Employee's principal place of employment more than 50 miles outside the
Seattle metropolitan area, PROVIDED that in no event shall Employee's
resignation be for "Good Reason" unless (x) an event or circumstance set forth
in clauses (A) through (D) shall have occurred and Employee provides the Company
with written notice thereof within a reasonable period of time after the
Employee has knowledge of the occurrence or existence of such event or
circumstance, which notice specifically identifies the event or circumstance
that Employee believes constitutes Good Reason, (y) the Company fails to correct
the circumstance or event so identified within 30 days after receipt of such
notice, and (z) the Employee resigns within 90 days after the date of delivery
of the notice referred to in clause (x) above.
(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE;
RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee's
employment prior to the expiration of the Term (i) by the Company for any reason
other than Employee's death or Disability or for Cause or (ii) by Employee for
Good Reason, then (i) the Company shall continue to pay Employee the Base Salary
for a period equal to the greater of (A) twelve (12) months from the date of
such termination and (B) through the end of the Term, in either case, over the
course of such period (such period, the "Severance Period"), PROVIDED that the
expiration of this Agreement shall not give rise to any such payment obligation;
and (ii) the Company shall pay Employee within 30 days of the date of such
termination in a lump sum in cash any Accrued Obligations (as defined in
paragraph 1(f) below). The payment to Employee of the severance benefits
described in Section 1(d)(i) shall be subject to Employee's execution and
non-revocation of a general release 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 Employee's compliance with the restrictive
covenants set forth in Section 2. Employee acknowledges and agrees that the
Company's payment of severance benefits described in Section 1(d)(i) constitutes
good and valuable consideration for such release.
(e) MITIGATION; OFFSET. In the event of termination of Employee's
employment prior to the end of the Term, Employee shall use his or her
reasonable best efforts to seek other employment and to take other reasonable
actions to mitigate the amounts payable under Section 1(d)(i) hereof, if any. If
Employee obtains other employment during the Severance Period, the amount of any
payment or benefit provided to Employee under Section 1(d)(i) hereof which has
been paid to Employee shall be refunded to the Company by Employee in an amount
equal to any compensation earned by Employee as a result of employment with or
services provided to another employer during the Severance Period. In addition,
all future amounts payable by the Company under Section 1(d)(i) to Employee
during the Severance Period shall be offset by the amount earned by Employee
from another employer. For purposes of this Section 1(e), Employee shall have an
obligation to inform the Company regarding Employee's employment status
following termination and during the period encompassing the Term (including,
without limitation, the Severance Period).
(f) ACCRUED OBLIGATIONS. As used in this Agreement, "Accrued Obligations"
shall mean the sum of (i) any portion of Employee's accrued but unpaid Base
Salary through the
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date of death or termination of employment for any reason, as the case may be;
and (ii) any compensation previously earned but deferred by Employee (together
with any interest or earnings thereon) that has not yet been paid.
2. CONFIDENTIAL INFORMATION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.
(a) CONFIDENTIALITY. Employee acknowledges that while employed by the
Company Employee will occupy a position of trust and confidence. The Company
shall provide Employee with Confidential Information. Employee shall hold in a
fiduciary capacity for benefit of the Company and its subsidiaries and
affiliates, and shall not, except as may be required to perform Employee's
duties hereunder or as required by applicable law, without limitation in time,
communicate, divulge, disseminate, disclose to others or otherwise use, whether
directly or indirectly, any Confidential Information. "Confidential Information"
shall mean information about the Company or any of its subsidiaries or
affiliates, and their respective businesses, employees, consultants,
contractors, suppliers, clients and customers that is not disclosed by the
Company or any of its subsidiaries or affiliates for financial reporting
purposes and that was learned by Employee in the course of employment by the
Company or any of its subsidiaries or affiliates, including (without limitation)
any proprietary knowledge, trade secrets, data, formulae, processes, methods,
research, secret data, costs, names of users or purchasers of their respective
products or services, business methods, operating procedures or programs or
methods of promotion and sale, information relating to accounting or tax
strategies and data, information and client and customer lists and all papers,
resumes, and records (including computer records) of the documents containing
such Confidential Information. For purposes of this Section 2(a), information
shall not cease to be Confidential Information merely because it is embraced by
general disclosures for financial reporting purposes or because individual
features or combinations thereof are publicly available. Notwithstanding the
foregoing provisions, if Employee is required to disclose any such confidential
or proprietary information pursuant to applicable law or a subpoena or court
order, Employee shall promptly notify the Company in writing of any such
requirement so that the Company may seek an appropriate protective order or
other appropriate remedy or waive compliance with the provisions hereof.
Employee shall reasonably cooperate with the Company to obtain such a protective
order or other remedy. If such order or other remedy is not obtained prior to
the time Employee is required to make the disclosure, or the Company waives
compliance with the provisions hereof, Employee shall disclose only that portion
of the confidential or proprietary information which he is advised by counsel
that he is legally required to so disclose. Employee acknowledges that such
Confidential Information is specialized, unique in nature and of great value to
the Company and its subsidiaries or affiliates, and that such information gives
the Company and its subsidiaries or affiliates a competitive advantage. Employee
agrees to deliver or return to the Company, at the Company's request at any time
or upon termination or expiration of Employee's employment, all documents,
computer tapes and disks, plans, initiatives, strategies, records, lists, data,
drawings, prints, notes and written information (and all copies thereof) created
by or on behalf of the Company or its subsidiaries or affiliates or prepared by
Employee in the course of Employee's employment by the Company and its
subsidiaries or affiliates. As used in this Agreement, "subsidiaries" and
"affiliates" shall mean any company controlled by, controlling or under common
control with the Company.
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(b) DUTY OF LOYALTY. In consideration of the Company's promise to disclose,
and disclosure of, its Confidential Information and other good and valuable
consideration provided hereunder, the receipt and sufficiency of which are
hereby acknowledged by Employee, Employee hereby agrees and covenants that:
Until the longer of (i) the last day of the Term and (ii) a period of 24 months
beyond Employee's date of termination of employment for any reason, including
the expiration of the Term (the "Restricted Period"), Employee shall not,
directly or indirectly, engage in, assist or become associated with a
Competitive Activity. For purposes of this Section 2(b): (i) a "Competitive
Activity" means, at the time of Employee's termination, any business or other
endeavor in any jurisdiction of a kind being conducted by the Company or any of
its subsidiaries or affiliates (or demonstrably anticipated by the Company or
its subsidiaries or affiliates), including, without limitation, those that are
engaged in the provision of any travel related services in any jurisdiction as
of the Effective Date or at any time thereafter (such affiliates including,
without limitation, Hotels.com, Hotwire, Inc. and TripAdvisor); and (ii)
Employee shall be considered to have become "associated with a Competitive
Activity" if Employee becomes directly or indirectly involved as an owner,
principal, employee, officer, director, independent contractor, representative,
stockholder, financial backer, agent, partner, advisor, lender, or in any other
individual or representative capacity with any individual, partnership,
corporation or other organization that is engaged in a Competitive Activity.
Notwithstanding the foregoing, Employee may make and retain investments during
the Restricted Period, for investment purposes only, in less than five percent
(5%) of the outstanding capital stock of any publicly-traded corporation engaged
in a Competitive Activity if stock of such corporation is either listed on a
national stock exchange or on the NASDAQ National Market System if Employee is
not otherwise affiliated with such corporation.
(c) NON-SOLICITATION OF EMPLOYEES. Employee recognizes that he or she will
possess Confidential Information about other employees, officers, directors,
agents, consultants and independent contractors of the Company and its
subsidiaries or affiliates relating to their education, experience, skills,
abilities, compensation and benefits, and inter-personal relationships with
suppliers to and customers of the Company and its subsidiaries or affiliates.
Employee recognizes that the information he or she will possess about these
employees, officers, directors, agents, consultants and independent contractors
is not generally known, is of substantial value to the Company and its
subsidiaries or affiliates in developing their respective businesses and in
securing and retaining customers, and will be acquired by Employee because of
Employee's business position with the Company. Employee agrees (i) that, during
the Restricted Period, Employee will not, directly or indirectly, hire or
solicit or recruit the employment or services of (i.e., whether as an employee,
officer, director, agent, consultant or independent contractor), or encourage to
change such person's relationship with the Company or any of its subsidiaries or
affiliates, any employee, officer, director, agent, consultant or independent
contractor of the Company or any of its subsidiaries or affiliates and (ii) that
Employee will not convey any information (whether confidential or otherwise) or
trade secrets about any employees, officers, directors, agents, consultants and
independent contractors of the Company or any of its subsidiaries or affiliates
to any other person except within the scope of Employee's duties hereunder.
(d) NON-SOLICITATION OF CUSTOMERS, SUPPLIERS, PARTNERS. During the
Restricted Period, Employee shall not, without the prior written consent of the
Company,
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directly or indirectly, solicit, attempt to do business with, or do business
with any customers of, suppliers (including providers of travel inventory) to,
business partners of or business affiliates of the Company or any of its
subsidiaries or affiliates (collectively, "Trade Relationships") on behalf of
any entity engaged in a Competitive Activity, or encourage (regardless of who
initiates the contact) any Trade Relationship to use the services of any
competitor of the Company or its subsidiaries or affiliates, or encourage any
Trade Relationship to change its relationship with the Company or its
subsidiaries or affiliates.
(e) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments shall be made
for hire by the Employee for the Company or any of its subsidiaries or
affiliates. "Employee Developments" means any idea, discovery, invention,
design, method, technique, improvement, enhancement, development, computer
program, machine, algorithm or other work or authorship that (i) relates to the
business or operations of the Company or any of its subsidiaries or affiliates,
or (ii) results from or is suggested by any undertaking assigned to the Employee
or work performed by the Employee for or on behalf of the Company or any of its
subsidiaries or affiliates, whether created alone or with others, during or
after working hours. All Confidential Information and all Employee Developments
shall remain the sole property of the Company or any of its subsidiaries or
affiliates. The Employee shall acquire no proprietary interest in any
Confidential Information or Employee Developments developed or acquired during
the Term. To the extent the Employee may, by operation of law or otherwise,
acquire any right, title or interest in or to any Confidential Information or
Employee Development, the Employee hereby assigns to the Company all such
proprietary rights. The Employee shall, both during and after the Term, upon the
Company's request, promptly execute and deliver to the Company all such
assignments, certificates and instruments, and shall promptly perform such other
acts, as the Company may from time to time in its discretion deem necessary or
desirable to evidence, establish, maintain, perfect, enforce or defend the
Company's rights in Confidential Information and Employee Developments.
(f) COMPLIANCE WITH POLICIES AND PROCEDURES. During the Term, Employee
shall adhere to the policies and standards of professionalism set forth in the
Company's Policies and Procedures as they may exist from time to time.
(g) REMEDIES FOR BREACH. Employee expressly agrees and understands that
Employee will notify the Company in writing of any alleged breach of this
Agreement by the Company, and the Company will have 30 days from receipt of
Employee's notice to cure any such breach.
Employee expressly agrees and understands that the remedy at law for any
breach by Employee of this Section 2 will be inadequate and that damages flowing
from such breach are not usually susceptible to being measured in monetary
terms. Accordingly, it is acknowledged that upon Employee's violation of any
provision of this Section 2 the Company shall be entitled to obtain from any
court of competent jurisdiction immediate injunctive relief and obtain a
temporary order restraining any threatened or further breach as well as an
equitable accounting of all profits or benefits arising out of such violation.
Nothing in this Section 2 shall be deemed to limit the Company's remedies at law
or in equity for any breach by Employee of any of the provisions of this Section
2, which may be pursued by or available to the Company.
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(h) SURVIVAL OF PROVISIONS. The obligations contained in this Section 2
shall, to the extent provided in this Section 2, survive the termination or
expiration of Employee's employment with the Company and, as applicable, shall
be fully enforceable thereafter in accordance with the terms of this Agreement.
If it is determined by a court of competent jurisdiction in any state that any
restriction in this Section 2 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the law of that state.
3. TERMINATION OF PRIOR AGREEMENTS. This Agreement constitutes the entire
agreement between the parties and terminates and supersedes any and all prior
agreements and understandings (whether written or oral) between the parties with
respect to the subject matter of this Agreement. Employee acknowledges and
agrees that neither the Company nor anyone acting on its behalf has made, and is
not making, and in executing this Agreement, the Employee has not relied upon,
any representations, promises or inducements except to the extent the same is
expressly set forth in this Agreement. Employee hereby represents and warrants
that by entering into this Agreement, Employee will not rescind or otherwise
breach an employment agreement with Employee's current employer prior to the
natural expiration date of such agreement
4. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its nature and none of
the parties hereto shall, without the consent of the others, assign or transfer
this Agreement or any rights or obligations hereunder, provided that, in the
event of the merger, consolidation, transfer, or sale of all or substantially
all of the assets of the Company with or to any other individual or entity, this
Agreement shall, subject to the provisions hereof, be binding upon and inure to
the benefit of such successor and such successor shall discharge and perform all
the promises, covenants, duties, and obligations of the Company hereunder, and
all references herein to the "Company" shall refer to such successor.
5. WITHHOLDING. The Company shall make such deductions and withhold such amounts
from each payment and benefit made or provided to Employee hereunder, as may be
required from time to time by applicable law, governmental regulation or order.
6. HEADING REFERENCES. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose. References to "this Agreement" or the use of
the term "hereof" shall refer to these Standard Terms and Conditions and the
Employment Agreement attached hereto, taken as a whole.
7. WAIVER; MODIFICATION. Failure to insist upon strict compliance with any of
the terms, covenants, or conditions hereof shall not be deemed a waiver of such
term, covenant, or condition, nor shall any waiver or relinquishment of, or
failure to insist upon strict compliance with, any right or power hereunder at
any one or more times be deemed a waiver or relinquishment of such right or
power at any other time or times. This Agreement shall not be modified in any
respect except by a writing executed by each party hereto. Notwithstanding
anything to the contrary herein, neither the assignment of Employee to a
different Reporting Officer due to a reorganization or an internal restructuring
of the Company or its affiliated companies nor a
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change in the title of the Reporting Officer shall constitute a modification or
a breach of this Agreement.
8. SEVERABILITY. In the event that a court of competent jurisdiction determines
that any portion of this Agreement is in violation of any law or public policy,
only the portions of this Agreement that violate such law or public policy shall
be stricken. All portions of this Agreement that do not violate any statute or
public policy shall continue in full force and effect. Further, any court order
striking any portion of this Agreement shall modify the stricken terms as
narrowly as possible to give as much effect as possible to the intentions of the
parties under this Agreement.
9. INDEMNIFICATION. The Company shall indemnify and hold Employee harmless for
acts and omissions in Employee's capacity as an officer, director or employee of
the Company to the maximum extent permitted under applicable law; PROVIDED,
HOWEVER, that neither the Company, nor any of its subsidiaries or affiliates
shall indemnify Employee for any losses incurred by Employee as a result of acts
described in Section 1(c) of this Agreement.
ACKNOWLEDGED AND AGREED AS OF THE EFFECTIVE DATE:
EXPEDIA, INC.
/s/ Kathleen K. Dellplain
--------------------------------------------
By: Kathleen K. Dellplain
Title: Executive Vice President, Human Resources
/s/ Mark S. Gunning
--------------------------------------------
Mark S. Gunning