AMENDED AND RESTATED GOVERNANCE AGREEMENT among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011Governance Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services • Delaware
Amended and Restated Governance Agreement, dated as of December 20, 2011 (the “Agreement”), among Expedia, Inc., a Delaware corporation (“Expedia,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as 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.
TAX SHARING AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Tax Sharing Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services
This TAX SHARING AGREEMENT (this “Agreement”), dated as of December 20, 2011, by and between Expedia, Inc., a Delaware corporation (“Parent”), and TripAdvisor, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”).
SEPARATION AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Separation Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services • Delaware
This SEPARATION AGREEMENT, dated as of December 20, 2011, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned subsidiary of Expedia (“TripAdvisor”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services
This TRANSITION SERVICES AGREEMENT, dated as of December 20, 2011 (this “Services Agreement”), is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned Subsidiary of Expedia (“TripAdvisor”). Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Separation Agreement, dated as of the date hereof, by and between Expedia and TripAdvisor (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Employee Matters Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services
This Employee Matters Agreement (this “Agreement”), dated as of December 20, 2011, with effect as of the Effective Time, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” and together with Expedia, the “Parties”).
SECOND AMENDED AND RESTATED EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT FOR DARA KHOSROWSHAHIRestricted Stock Unit Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services • Delaware
THIS AGREEMENT, dated as of the award date (the “Award Date”), designated on the Summary of Award referenced below, as amended as of December 31, 2008, amended and restated as of April 8, 2009, and further amended and restated as of December 20, 2011, is between Expedia, Inc., a Delaware corporation (“Expedia” or the “Corporation”), and Dara Khosrowshahi (the “Eligible Individual”) designated as receiving an award of restricted stock units by the Compensation Committee of the board of directors of the Corporation (the “Board”) (or such other Committee as the Board may from time to time designate) (the “Committee”).
