0001193125-05-225803 Sample Contracts

TAX SHARING AGREEMENT by and between IAC/INTERACTIVECORP and EXPEDIA, INC. Dated as of August 9, 2005
Tax Sharing Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services

This TAX SHARING AGREEMENT (this “Agreement”), dated as of August 9, 2005, by and between IAC/InterActiveCorp, a Delaware corporation (“Parent”), and Expedia, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“SpinCo”).

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FORM OF EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)
Restricted Stock Unit Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s 2005 Stock and Annual Incentive Plan (the “Plan”).

STOCKHOLDERS AGREEMENT between LIBERTY MEDIA CORPORATION and BARRY DILLER Dated as of August 9, 2005
Stockholders Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

STOCKHOLDERS AGREEMENT, dated as of August 9, 2005, between Liberty Media Corporation, a Delaware corporation (“Liberty”), for itself and on behalf of the members of the Liberty Stockholder Group and Mr. Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group.

TRANSITION SERVICES AGREEMENT by and between IAC/INTERACTIVECORP and EXPEDIA, INC. DATED AS OF August 9, 2005
Transition Services Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services

This TRANSITION SERVICES AGREEMENT, dated as of August 9, 2005 (this “Services Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Expedia, Inc., a Delaware corporation and wholly owned Subsidiary of IAC (“Expedia”). Capitalized terms used herein but not defined herein shall have the meaning set for the in that certain Separation Agreement, dated as of the date hereof, by and between IAC and Expedia (the “Separation Agreement”).

FORM OF EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT (EMPLOYEES)
Restricted Stock Unit Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia, Inc., a Delaware corporation (the “Corporation”), and the employee of the Corporation or one of its businesses (the “Eligible Individual”) designated as receiving an award of restricted stock units (the “Restricted Stock Units”) by the Compensation/Benefits Committee of the Board of Directors of the Corporation (or such other Committee as the Board may from time to time designate) (the “Committee”).

GOVERNANCE AGREEMENT among EXPEDIA, INC., LIBERTY MEDIA CORPORATION, and BARRY DILLER DATED AS OF AUGUST 9, 2005
Governance Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

Governance Agreement, dated as of August 9, 2005, among Expedia, Inc., a Delaware corporation (“Expedia,” or the “Company”), Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”) and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.

EMPLOYEE MATTERS AGREEMENT by and between IAC/INTERACTIVECORP and EXPEDIA, INC. Dated as of August 9, 2005
Employee Matters Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services

This Employee Matters Agreement (this “Agreement”), dated as of August 9, 2005, with effect as of the Effective Time, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Expedia, Inc., a Delaware corporation (“Expedia”).

SEPARATION AGREEMENT by and between IAC/INTERACTIVECORP and EXPEDIA, INC. Dated as of August 9, 2005
Separation Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

This SEPARATION AGREEMENT, dated as of August 9, 2005, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Expedia, Inc., a Delaware corporation and wholly owned Subsidiary of IAC (“Expedia”).

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