UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 7, 2016

 

 

EXPEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37429   20-2705720

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

333 108 th  Avenue NE

Bellevue, Washington 98004

(Address of principal executive offices) (Zip code)

(425) 679-7200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 7, 2016, the Compensation Committee of the Board of Directors of Expedia, Inc. (the “ Company ”) approved, and on March 7, 2016, the Company entered into, a third amendment to the existing employment agreement with Mark Okerstrom, the Company’s Executive Vice President of Operations and Chief Financial Officer (the “ Amended Employment Agreement ”). Mr. Okerstrom’s existing employment agreement was set to expire on March 7, 2017. The Amended Employment Agreement has a three-year term expiring on March 7, 2019. The remaining terms of Mr. Okerstrom’s employment were unchanged, including:

Severance . Upon a termination of Mr. Okerstrom’s employment by the Company without cause (other than by reason of his death or disability or due to the expiration of the term) or by Mr. Okerstrom for good reason, subject to his execution and non-revocation of a release and compliance with restrictive covenants described below, then:

 

    the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which termination of employment occurs;

 

    except as described under “Equity Grants” with respect to the Stock Option Awards granted on March 7, 2016, all equity held by Mr. Okerstrom that otherwise would have vested during the 12-month period following termination of employment, will accelerate (provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually);

 

    Mr. Okerstrom may exercise vested stock options (including stock options accelerated pursuant to the terms of his employment agreement) for 18 months after termination of his employment or through the scheduled expiration date of the options, whichever is earlier; and

 

    the Company will continue to pay Mr. Okerstrom’s base salary and will reimburse him for the monthly premiums of group health plan continuation coverage under COBRA, through the longer of the end of the term of his employment agreement or 12 months.

Restrictive Covenants . Mr. Okerstrom will continue to be restricted from competing with the Company and from soliciting employees for a period of 18 months after termination of his employment.

Equity Grants . In connection with the Compensation Committee’s approval of the Amended Employment Agreement, the Section 16 Committee of the Board of Directors of the Company approved the following long-term equity awards to Mr. Okerstrom:

 

    an award of 225,000 stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “ Cliff Vest Options ”); and

 

    an award of 175,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $180 (an 70.8% increase to the closing price of Expedia’s common stock on the date of grant), measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the “ Performance Options ” and together with the Cliff Vest Options, the “ Stock Option Awards ”).


The exercise price for the Stock Option Awards is $105.39 (the closing price of Expedia’s common stock on the date of grant), and each stock option has a seven-year term.

Upon a termination of Mr. Okerstrom’s employment by the Company without cause (other than by reason of his death or disability) or resignation by Mr. Okerstrom for good reason, the Stock Option Awards will vest on a pro rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the Performance Options, subject to the achievement of the stock price goal.

In the event of a Change in Control (as defined in the Third Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan), the Stock Option Awards will vest in full.

The description of the Amended Employment Agreement and the Stock Option Awards are qualified in their entirety by reference to the full text of the Amended Employment Agreement, the Cliff Vest Stock Option Agreement and the Performance Stock Option Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, herewith and are incorporated by reference herein. Unless otherwise specified, capitalized terms used above without definition have the meanings set forth in the Amended Employment Agreement.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Third Amendment to the Amended and Restated Employment Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016.
10.2    Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016 (Cliff Vest Options).
10.3    Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016 (Performance Options).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EXPEDIA, INC.
By:  

/s/ Robert J. Dzielak

  Robert J. Dzielak
  Executive Vice President, General Counsel and Secretary

Dated: March 7, 2016


Exhibit
Number

  

Description

10.1    Third Amendment to the Amended and Restated Employment Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016.
10.2    Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016 (Cliff Vest Options).
10.3    Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective March 7, 2016 (Performance Options).

EXHIBIT 10.1

EXPEDIA, INC.

THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Third Amendment to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Third Amendment ”) is made by and between Mark D. Okerstrom (“ Executive ”) and Expedia, Inc., a Delaware corporation (the “ Company ” and together with the Executive hereinafter collectively referred to as the “ Parties ”) and is effective as of March 7, 2016 (the “Effective Date”).

WHEREAS , the Parties previously entered into the AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of October 11, 2011, an AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective March 7, 2014, and the Second Amendment to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective September 11, 2014 (collectively, the “ Employment Agreement ”); and

WHEREAS , the Company and Executive desire to amend the Employment Agreement as set forth below;

NOW, THEREFORE , for good and valuable consideration, Executive and the Company agree that Section 2A of the Employment Agreement is amended and restated in its entirety as follows:

The term (“Term”) of this Agreement shall commence on the Effective Date and shall continue until, and terminate on, March 7, 2019, unless sooner terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions.

IN WITNESS WHEREOF , each of the Parties has executed this Third Amendment, in the case of the Company by its duly authorized officer, as of the Effective Date.

 

COMPANY     EXPEDIA, INC.
   

/s/ Robert J. Dzielak

    By:  

Robert J. Dzielak

    Title:  

Executive Vice President, General Counsel & Secretary

    Date:  

March 7, 2016

EXECUTIVE     MARK D. OKERSTROM
   

/s/ Mark D. Okerstrom

    Date:  

March 7, 2016

EXHIBIT 10.2

EXPEDIA, INC. STOCK OPTION AGREEMENT

THIS AGREEMENT (this “ Agreement ”), dated March 7, 2016, is entered into by and between Expedia, Inc., a Delaware corporation (the “ Corporation ”) and Mark Okerstrom (the “ Participant ”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Third Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “ Plan ”). Reference is made to the Amended and Restated Employment Agreement (“ Employment Agreement ”), by and between Participant and the Corporation, effective as of October 11, 2011, as amended from time to time.

 

1. Award of Stock Option

Subject to the provisions of this Agreement and the Plan, the Corporation hereby grants to the Participant on March 7, 2016 (the “ Grant Date ”) an option to purchase 225,000 Shares, at the exercise price of $105.39 per Share (the “ Stock Option ”). The Stock Option shall be a Nonqualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the seventh anniversary of the Grant Date.

 

2. Vesting

Subject to (a) the terms and conditions of this Agreement 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 March 7, 2019

     50

On March 7, 2021

     50

The portion of the Stock Option scheduled to vest on March 7, 2019 shall be referred to as the “ Tranche 1 Option ” and the portion of the Stock Option scheduled to vest on March 7, 2021 shall be referred to as the “ Tranche 2 Option .”

 

3. Termination of Employment; Change in Control

(a) Termination of Employment. Except as set forth below, Section 5(i) of the Plan shall govern the treatment of the Stock Option upon Participant’s Termination of Employment. For the avoidance of doubt, Section 5(i)(iv) of the Plan shall not govern the treatment of Participant’s Stock Option upon Participant’s Termination of Employment for Good Reason or without Cause; the treatment of the Stock Option under such circumstances shall be governed by Section 3(a)(i)-(iv) of this Agreement.

(i) For purposes of this Agreement, the terms “ Cause ” and “ Good Reason ” shall have the meanings ascribed to such terms set forth in the Employment Agreement.

(ii) In the event of Participant’s Termination of Employment prior to March 7, 2019, by the Participant for Good Reason or by the Corporation without Cause, other than by reason of death or Disability, subject to (A) Participant’s compliance with the restrictive covenants set forth in


Section 2 of the Employment Agreement, and (B) Participant signing and not revoking a separation agreement and release of claims in favor of the Corporation and its affiliates in a form that is satisfactory to the Corporation that becomes effective no later than sixty (60) days following Participant’s employment termination date or such earlier date required by the release agreement, the Tranche 1 Option immediately shall vest as to 3,125 Shares for each full month from and after March 7, 2016 through the one-year anniversary of Participant’s Termination of Employment (subject to a maximum of 112,500 Shares) and the unvested portion of the Tranche 1 Option shall be forfeited and canceled.

(iii) In the event of Participant’s Termination of Employment prior to March 7, 2021, by the Participant for Good Reason or by the Corporation without Cause, other than by reason of death or Disability, subject to (A) Participant’s compliance with the restrictive covenants set forth in Section 2 of the Employment Agreement, and (B) Participant signing and not revoking a separation agreement and release of claims in favor of the Corporation and its affiliates in a form that is satisfactory to the Corporation that becomes effective no later than sixty (60) days following Participant’s employment termination date or such earlier date required by the release agreement, the Tranche 2 Option immediately shall vest as to 1,875 Shares for each full month from and after March 7, 2016 through the one-year anniversary of Participant’s Termination of Employment (subject to a maximum of 112,500 Shares), and the unvested portion of the Tranche 2 Option shall be forfeited and canceled.

(iv) In the event of Participant’s Termination of Employment, by the Participant for Good Reason or by the Corporation without Cause, other than by reason of death or Disability, the vested portion of the Stock Option (including any portion that vests pursuant to this Section 3) shall remain exercisable until the earlier of March 7, 2023 and the date that is eighteen months following the date of Participant’s Termination of Employment.

(b) Change in Control . In the event of a Change in Control, the Stock Option immediately shall vest in full.

 

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

(a) Nothing in this Agreement 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.

 

5. 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

 

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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.

 

6. 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 any 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 any 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.

 

7. 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.

 

8. 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.

 

9. 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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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.

/s/ Robert J. Dzielak

Name:   Robert J. Dzielak
Title:   Executive Vice President,
  General Counsel & Secretary
Mark Okerstrom, Participant

/s/ Mark Okerstrom

 

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Exhibit 10.3

EXPEDIA, INC. STOCK OPTION AGREEMENT

THIS AGREEMENT (this “ Agreement ”), dated March 7, 2016, is entered into by and between Expedia, Inc., a Delaware corporation (the “ Corporation ”) and Mark Okerstrom (the “ Participant ”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Third Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “ Plan ”). Reference is made to the Amended and Restated Employment Agreement (“ Employment Agreement ”), by and between Participant and the Corporation, effective as of October 11, 2011, as amended from time to time.

 

1. Award of Stock Option

Subject to the provisions of this Agreement and the Plan, the Corporation hereby grants to the Participant on March 7, 2016 (the “ Grant Date ”) an option to purchase 175,000 Shares, at the exercise price of $105.39 per Share (the “ Stock Option ”). The Stock Option shall be a Nonqualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the seventh anniversary of the Grant Date.

 

2. Vesting

Subject to (a) the terms and conditions of this Agreement 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 on September 30, 2021 if the average closing price of a Share during (x) the period commencing October 1, 2020 through September 30, 2021, or (y) the period commencing April 1, 2021 through September 30, 2021 equals or exceeds $180 (subject to equitable adjustment in the case of an adjustment pursuant to Section 3(d) of the Plan, the “ Stock Price Goal ”).

 

3. Termination of Employment; Change in Control .

(a) Termination of Employment . Except as set forth below, Section 5(i) of the Plan shall govern the treatment of the Stock Option upon Participant’s Termination of Employment. For the avoidance of doubt, Section 5(i)(iv) of the Plan shall not govern the treatment of Participant’s Stock Option upon Participant’s Termination of Employment for Good Reason or without Cause; the treatment of the Stock Option under such circumstances shall be governed by Section 3(a)(i)-(iii) of this Agreement.

(i) For purposes of this Agreement, the terms “ Cause ” and “ Good Reason ” shall have the meanings ascribed to such terms set forth in the Employment Agreement.

(ii) In the event of Participant’s Termination of Employment prior to September 30, 2021 by the Participant for Good Reason or by the Corporation without Cause, other than by reason of death or Disability, subject to (A) Participant’s compliance with the restrictive covenants set forth in Section 2 of the Employment Agreement, and (B) Participant signing and not revoking a separation agreement and release of claims in favor of the Corporation and its affiliates in a form that is satisfactory to the Corporation that becomes effective no later than sixty (60) days following Participant’s employment termination date or such earlier date required by the release agreement, the Stock Option shall remain outstanding, and, if the Stock Price Goal is satisfied, the Stock Option shall vest on September 30, 2021 as to 2,652 Shares for each full month from and after March 31, 2016 through the one-year anniversary of Participant’s Termination of Employment (subject to a maximum of 175,000 Shares) and the unvested portion of the Stock Option shall be forfeited and canceled.

(iii) In the event of Participant’s Termination of Employment by the Participant for Good Reason or by the Corporation without Cause, other than by reason of death or Disability, the vested portion of the Stock Option (including any portion that vests pursuant to this Section 3) shall remain exercisable until March 7, 2023.

(b) Change in Control . In the event of a Change in Control, the Stock Option immediately shall vest in full.


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

(a) Nothing in this Agreement 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.

 

5. 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.

 

6. 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 any information posted on the Morgan Stanley Benefit Access System or successor system and this Agreement, the Plan and/or the

 

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books and records of the Corporation or (y) ambiguity in any 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.

 

7. 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.

 

8. 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.

 

9. 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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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.

/s/ Robert J. Dzielak

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

Mark Okerstrom, Participant

/s/ Mark Okerstrom

 

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