EXECUTIVE SEPARATION AND RELEASE OF CLAIMS AGREEMENT

EXHIBIT 10.1

EXECUTIVE SEPARATION AND RELEASE OF CLAIMS AGREEMENT

This Executive Separation and Release of Claims Agreement (“Agreement”) is between Paul Onnen (“Executive”) and Expedia, Inc. ( the “Company”). Because the parties to this Agreement wish to set forth clearly the terms and conditions of Executive’s departure from his employment, they agree as follows:

1. Termination. Effective as of September 15, 2007 (the “Termination Date”), Executive’s employment as Executive Vice President, Chief Technology Officer is or will be terminated and Executive has or will have resigned from all positions he occupied as an officer or director of the Company or any subsidiary or affiliate of the Company.

2. Consideration. Unless Executive revokes as described below, the Company shall provide the following consideration for this Agreement:

     (a)  Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of compensation at Executive’s base salary rate at the time of execution of this Agreement, less all lawful or required deductions (“Initial Severance Pay”). Initial Severance Pay shall be paid in a lump sum on the next regularly scheduled payroll day after the later of the expiration of the Revocation Period described below (the “Effective Date”) or the Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit to which Executive is not otherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments described in Section 2(b) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, including any regulations and other guidance issued thereunder (“Section 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

     (b) Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and as a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay Executive additional severance pay as described in this Section 2(b). On the Company’s regular payroll dates, starting from the later of the Effective Date or the Termination Date for twenty-two (22) bi-weekly pay periods (the “Payment Period" ), the Company will pay Executive ratably based on Executive’s annual base salary at the time of termination of $350,000, less all lawful or required deductions (“Severance Pay”). This Severance Pay will be offset, as described herein, by any compensation for services earned during the Payment Period. Beginning on the Termination Date and continuing through the Payment Period, Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under this Section 2(b). If Executive obtains other employment or earns compensation during the Payment Period, such earnings shall be offset against the Severance Pay described in this Section 2(b). Executive agrees to refund any Severance Pay already provided, to the extent necessary to offset compensation earned during the Severance Period. This offset requirement does not apply to Initial Severance Pay under Section 2(a). For purposes of this Section 2(b),

Executive agrees to promptly inform the Company regarding his employment status (and any changes thereto) and the amount of any compensation he earns during the Payment Period. Each of the individual severance payments made pursuant to this Section 2(b) shall be treated as a separate payment, rather than as a part of a single payment, for purposes of Section 409A, including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

     (c)  COBRA. To the extent Executive is eligible for, and timely (and properly) elects, COBRA continuation coverage under the Company’s group medical and dental plans, the Company shall reimburse Executive (on a tax grossed-up basis to the extent such reimbursements are subject to income and payroll taxes) for the premiums he pays for such coverage for whichever of the following periods is shorter: (1) the period beginning on the Termination Date and ending twelve (12) months thereafter; or (2) the period beginning on the Termination Date and ending on the date Executive becomes eligible for coverage under another employer’s group medical or dental plan. Because the Company’s obligation to pay Executive’s COBRA premiums is conditioned on Executive not being eligible for coverage under another employer’s group medical or dental plan, Executive agrees to notify the Company within ten days of becoming eligible for any such coverage. Executive also agrees to refund to the Company any amounts paid by the Company under this Section 2(c) for COBRA continuation coverage with respect to periods following the date on which Executive becomes eligible for coverage under another employer’s group medical or dental plan.

3. Equity.

     (a) During Executive’s employment at the Company, he has been granted various restricted stock units pursuant to restricted stock unit agreements (collectively, the “Restricted Stock Unit Agreements”) under the Expedia, Inc. (Delaware) 2005 Stock and Annual Incentive Plan and the USA Interactive Amended and Restated 2000 Stock and Annual Incentive Plan.

     (b) Executive is entitled to retain the common stock issued or to be issued pursuant to the restricted stock units described in Section 3(a) that are vested as of the Termination Date under the terms of the applicable Restricted Stock Unit Agreements. In addition, to the extent provided in Exhibit A attached hereto, the restricted stock units described above which are not vested as of the Termination Date under the terms of the applicable Restricted Stock Unit Agreements will nevertheless become vested as of the later of the Effective Date or the Termination Date and will be settled in accordance with the terms of the applicable Restricted Stock Unit Agreements as if such vesting were provided thereby.

     (c) As provided in the applicable Restricted Stock Unit Agreements, Executive hereby forfeits the restricted stock units granted to him pursuant to the applicable Restricted Stock Unit Agreements, in each case, that are unvested as of the Termination Date (determined after taking into account Section 3(b). Executive agrees

that, upon this forfeiture (and subject to Section 3(b) ), Executive has no rights to or interests in any stock under the Restricted Stock Unit Agreements, or other rights to acquire equity of the Company or any of its affiliates.

     (d) Except as expressly provided otherwise in this Section 3, all terms of the Restricted Stock Unit Agreements shall remain in full force and effect in accordance with the terms and conditions therein and unchanged and are hereby confirmed in all respects.

4. Deductions. The Company shall have the right to deduct from any payments to which Executive may be entitled under this Agreement any applicable taxes that the Company is required by law to withhold. The Company shall also have the right to deduct any personal account balances (including but not limited to travel advances) or other outstanding amounts due by Executive to the Company from the payments to which Executive may be entitled under this Agreement; provided, however, that the amount deducted for such balances or amounts from any such payment shall not exceed the amount of such payment, less any applicable tax withholdings.

5. Termination of Benefits. Executive shall cease to be eligible for coverage and benefits under the Company’s employee benefit plans, programs and polices as of the Termination Date, except to the extent specifically provided otherwise in this Agreement or by the terms of such plans, programs and policies; provided, however, that in no event shall Executive be eligible for a bonus under any bonus plan, program or policy maintained by the Company, even if such bonus would otherwise be based on periods ending on or before the Termination Date. Notwithstanding the foregoing, nothing in this Agreement is intended to affect Executive’s right to his vested benefit, if any, under the Company’s Section 401(k) plan.

6. Section 409A . This Agreement (and the payments hereunder) are intended to qualify for the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible, and to the extent they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent possible. To the extent Section 409A is applicable to this Agreement, this Agreement is intended to comply with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by the Company in a manner consistent with such intentions and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Without limiting the generality of the foregoing, to the extent required in order to comply with Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following the Termination Date shall instead be paid on the first business day after the date that is six months following the later of the Termination Date or Executive’s “separation from service” within the meaning of Section 409A.

7. Complete Release.

     (a)  Release of known and unknown claims. In return for the consideration given to Executive by the Company as described in this Agreement, Executive independently releases all rights and claims he has or claims to have, against the Company, known and unknown, on his own behalf and on behalf of Executive’s heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “Releasors”) under applicable local, state, federal and foreign law. This release specifically includes, but is not limited to, all rights and claims in connection with Executive’s employment, application for employment, or termination of employment by the Company and any acts or omissions by the Company with respect to that employment, application or termination of employment, including but not limited to, claims for wages, benefits, defamation, libel and slander claims, discrimination of any kind, retaliation of any kind, constructive discharge, violation of public policy, negligence, intentional or negligent infliction of emotional distress, any claims under the Civil Rights Acts of 1964 and 1991, the Washington State Law Against Discrimination, the Employment Retirement Income Security Act (“ERISA”), any claims under the federal Age Discrimination in Employment Act (“ADEA”), any claims of worker’s compensation, and waives any right or claim for reinstatement, and any other possible claims, whether arising under statute, contract, or common law, and attorneys’ fees or costs with respect to or derivative of such employment with the Company or the termination thereof or otherwise. This release covers all o