AMENDMENT AGREEMENT
Exhibit 10.19
This Amendment (the “Amendment”) to (a) the Restricted Stock Unit Agreement (the “RSU
Agreement”), dated December 18, 2008, between Expedia, Inc. (the “Corporation”) and Xxxx
Xxxxxxxxxxxx (the “Eligible Individual”) and (b) the other arrangements contemplated by Paragraph 7
below, is made and entered into as of the 31st day of December, 2008, by and between the
Company and Executive.
1. Section 2 of the RSU Agreement is hereby amended and restated in its entirety as follows:
2. SETTLEMENT OF UNITS.
As soon as practicable (but in no event later than five business
days) after any Restricted Stock Units have vested and are no longer
subject to the Restriction Period, such Restricted Stock Units shall
be settled . Subject to Paragraph 8 (pertaining to the withholding
of taxes), for each Restricted Stock Unit settled pursuant to this
Paragraph 2, the Corporation shall (i) if the Eligible Individual is
employed within the United States, issue one share of Common Stock
for each vested Restricted Stock Unit and cause to be delivered to
the Eligible Individual one or more unlegended, freely-transferable
stock certificates in respect of such shares issued upon settlement
of the vested Restricted Stock Units or (ii) if the Eligible
Individual is employed outside the United States, pay, or cause to
be paid, to the Eligible Individual an amount of cash equal to the
Fair Market Value of one share of Common Stock for each vested
Restricted Stock Unit settled at such time. Notwithstanding the
foregoing, the Corporation shall be entitled to hold the shares or
cash issuable upon settlement of Restricted Stock Units that have
vested until the Corporation or the agent selected by the
Corporation to manage the Plan under which the Restricted Stock
Units have been issued (the “Agent”) shall have received from the
Eligible Individual a duly executed Form W-9 or W-8, as applicable.
2. Section 16 of the RSU Agreement is hereby amended and restated in its entirety as set forth
below:
16. RESERVED.
3. For the avoidance of doubt, the Corporation acknowledges that at least one of the
Performance Goals has been met as of the date of this Amendment
4. Except as expressly amended by this Amendment, all terms and conditions of the RSU
Agreement remain in full force and effect and are unmodified hereby.
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IN WITNESS WHEREOF, the Eligible Individual has hereunto set his hand, the Corporation has
caused these presents to be executed in its name on its behalf, all as of the day and year first
above written.
ELIGIBLE INDIVIDUAL |
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/s/ Xxxx Xxxxxxxxxxxx | ||||
Xxxx Xxxxxxxxxxxx | ||||
EXPEDIA, INC. |
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/s/ Xxxxx X. Xxxxxx | ||||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Executive Vice President & General Counsel |
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