EXPEDIA, INC. STOCK OPTION AGREEMENT
Exhibit 10.4
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 “Eligible
Individual”).
All capitalized terms used herein, to the extent not defined, shall have the meanings set
forth in the Corporation’s 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 Eligible Individual, which may be found on the Xxxxx Xxxxxx Benefit Access System at
xxx.xxxxxxxxxxxxx.xxx (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, the Summary of Award and the Plan, the
Corporation hereby grants the Stock Option to the Eligible Individual pursuant to Section 6 of the
Plan. Vesting of the Stock Option is subject to approval by the Corporation’s stockholders of an
amendment to the Plan to increase the number of shares of Common Stock issuable under the Plan (the
“Increase”). 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. Nothing in this Agreement, the Summary of Award or the Plan shall confer upon the Eligible
Individual 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 Eligible
Individual’s employment or service at any time. 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. If the Corporation’s stockholders do
not approve the Increase at the next annual meeting of the stockholders of the Corporation, the
Eligible Individual automatically shall forfeit the Stock Option.
2. Vesting
Subject to (a) approval of the Increase by the Corporation’s stockholders, (b) the terms and
conditions of this Agreement, the Summary of Award and the provisions of the Plan, and (c) the
Eligible Individual’s continuous employment by the Corporation or one of its Subsidiaries or
Affiliates through the applicable vesting date, the Stock Option shall vest and no longer be
subject to any restriction on the third anniversary of the Award Date.
3. Termination of Employment by the Corporation for Cause
In the event the Eligible Individual exercises any portion of the Stock Option within two
years prior to the Eligible Individual’s Termination of Employment for Cause, the Eligible
Individual agrees that the Corporation shall be entitled to recover from the Eligible Individual,
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 Eligible Individual’s gross income for federal, state, local or foreign income or
employment or other tax purposes, the Eligible Individual 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 Eligible Individual (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 Eligible Individual upon exercise of the Eligible Individual’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 Eligible Individual (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 Xxxxx Xxxxxx 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 Xxxxx Xxxxxx 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 Eligible Individual 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 Eligible
Individual 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 Eligible
Individual 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 Eligible
Individual shall have access to, and the right to change, the Relevant Information. Relevant
Information will only be used in accordance with applicable law.
7. Amendment
The Committee may unilaterally amend the Stock Option, prospectively or retroactively, but no
such amendment shall, without the Eligible Individual’s consent, materially impair the rights of
the
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Eligible Individual 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 Eligible Individual
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 Eligible Individual has hereunto set
the Eligible Individual’s hand. Electronic acceptance of this Agreement pursuant to the
Corporation’s instructions to the Eligible Individual (including through an online acceptance
process managed by the Agent) shall constitute execution of the Agreement by the Eligible
Individual.
| EXPEDIA, INC. |
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| /s/ Xxxxx X. Xxxxxx | ||||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel & Secretary | |||
| ELIGIBLE INDIVIDUAL |
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