0001193125-11-008479 Sample Contracts

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

This Director Indemnification Agreement, dated as of April 15, 2008 (this “Agreement”), is made by and between Kayak Software Corporation (the “Company”) and Harry Nelis (“Indemnitee”).

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KAYAK SOFTWARE CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of April 29, 2010, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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KAYAK SOFTWARE CORPORATION Amended and Restated 2005 EQUITY INCENTIVE PLAN Non- Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of October 1, 2010, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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KAYAK SOFTWARE CORPORATION FORM OF RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT made this 15 of March, 2007, by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Employee”).

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KAYAK SOFTWARE CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT made this 11th day of February, 2010, by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Consultant”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

This Employment Agreement is made as of March 2, 2004, by and between Paul English (the “Executive”) and Travel Search Company, Inc. (the “Company”).

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TRAVEL SEARCH COMPANY, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

Restricted Stock Agreement (this “Agreement”) dated as of March 2, 2004 is by and between Travel Search Company, Inc., a Delaware corporation (the “Company”), and Daniel Stephen Hafner, an individual (the “Stockholder”).

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SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Amendment”), is made and entered into as of June 26, 2008 (the “Amendment Date”), between Kayak Software Corporation, a Delaware corporation (the “Company”), and Paul M. English, an individual (the “Executive”). This Second Amendment shall be effective on and as of the date hereof.

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KAYAK SOFTWARE CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of June 1, 2007, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT AND RESTRICTED STOCK AGREEMENT
Executive Employment Agreement and Restricted Stock Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT AND RESTRICTED STOCK AGREEMENT (this “First Amendment”), is made and entered into as of March 1, 2007 (the “Amendment Date”), between Kayak Software Corporation, a Delaware corporation (the “Company”), and Paul English, an individual (the “Executive”). This First Amendment shall be effective on and as of the date hereof.

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TRAVEL SEARCH COMPANY, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of March 1, 2004 (“Grant Date”) is between Travel Search Company, Inc., a Delaware corporation (the “Company”), and Greg Slyngstad, (the “Participant”) relating to a Stock Option granted under the Travel Search Company, Inc. 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.

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AMENDMENT No. 1 MOBILE SEARCH SERVICES AGREEMENT
Mobile Search Services Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This Amendment No. 1 (“Amendment No. 1”) is made effective as of November 1, 2010 (the “Amendment No. 1 Effective Date”), and is attached to and forms a part of the Google Services Agreement by and between Google Inc. (“Google”) and Kayak Software Corp. (“Company”), made effective as of November 1, 2010 (the “Agreement”). Unless otherwise defined in this Amendment No. 1, capitalized terms shall have the meaning set forth in the Agreement.

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GOOGLE SERVICES AGREEMENT
Google Services Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • New York

This Google Services Agreement (this “Agreement”) is entered into by Google Inc. (“Google”) and Kayak Software Corporation (“Company”) and is effective as of the Effective Date. For clarity, the Google Services Agreement, effective as of December 15, 2004, and a corresponding Google Services Agreement Order Form, effective as of December 17, 2004, as amended, entered into by Google and Company will expire on October 31, 2010 (collectively, the “Prior Agreement”).

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KAYAK SOFTWARE CORPORATION Option Amendment Agreement
Option Amendment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

This Option Amendment Agreement (this “Option Amendment Agreement”) is made as of July 7, 2009, and amends that certain stock option agreement identified by its date and the shares subject thereto in the table below (the “Option Agreement”), by and between Kayak Software Corporation, a Delaware corporation (the “Company”), and the Employee identified in the table below.

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