Exhibit 10.9
FORM OF EXPEDIA, INC. RESTRICTED
STOCK UNIT AGREEMENT (DIRECTORS)
THIS AGREEMENT, dated as of
August 9, 2005, between Expedia, Inc., a Delaware corporation
(the “Corporation”), and
(the “Director”).
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”).
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1.
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Grant and
Vesting of Restricted Stock Units .
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(a) Subject to the provisions of
this Agreement and to the provisions of the Plan, the Corporation
hereby grants Restricted Stock Units to the Director pursuant to
Section 7 of the Plan. Reference is made to the “Summary
of Award” that can be found on the Smith Barney Benefit
Access System at www.benefitaccess.com. Your Summary of Award,
which sets forth the number of Restricted Stock Units granted to
you by the Corporation and the Award Date (among other
information), is hereby incorporated by reference into, and shall
be read as part and parcel of, this Agreement.
(b) Subject to the terms and
conditions of this Agreement and to the provisions of the Plan, the
Restricted Stock Units shall vest and no longer be subject to any
restriction (such period during which restrictions apply is the
“Restriction Period”):
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Vesting Date
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Percentage of Total Grant
Vesting
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(c) In the event of termination of
the Director’s service with the Corporation during the
Restriction Period for any reason, all remaining unvested
Restricted Stock Units shall be forfeited by the Director and
canceled in their entirety effective immediately upon such
termination.
(d) For purposes of this Agreement,
service with the Corporation shall include employment with the
Corporation’s Affiliates (excluding IAC/InterActiveCorp and
its subsidiaries) and its successors. Nothing in this Agreement or
the Plan shall confer upon the Director any right to continue in
the service of the Corporation or any of its Affiliates.
As soon as practicable 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 issue one share of Common Stock for each vested Restricted
Stock Unit and cause to be delivered to the Director one or more
unlegended, freely-transferable stock certificates in respect of
such shares issued upon settlement of the vested Restricted Stock
Units. Notwithstanding the foregoing, the Corporation shall be
entitled to hold the shares issuable upon settlement of Restricted
Stock Units that have vested until the Corporation or the Agent (as
defined in Paragraph 8 below) shall have received from the Director
a duly executed Form W-9 or W-8, as applicable.
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3.
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Nontransferability of the Restricted Stock
Units .
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During the Restriction Period and
until such time as the Restricted Stock Units are ultimately
settled as provided in Paragraph 2 above, the Restricted Stock
Units shall not be transferable by the Director by means of sale,
assignment, exchange, encumbrance, pledge, hedge or
otherwise.
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4.
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Rights as
a Stockholder .
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Except as otherwise specifically
provided in this Agreement, during the Restriction Period, the
Director shall not be entitled to any rights of a stockholder with
respect to the Restricted Stock Units. Notwithstanding the
foregoing, if the Corporation declares and pays dividends on the
Common Stock during the Restriction Period, the Director will be
credited with additional amounts for each Restricted Stock Unit
equal to the dividend that would have been paid with respect to
such Restricted Stock Unit if it had been an actual share of Common
Stock, which amount shall remain subject to restrictions (and as
determined by the Committee (as defined herein) may be reinvested
in Restricted Stock Units or may be held in kind as restricted
property) and shall vest concurrently with the vesting of the
Restricted Stock Units upon which such dividend equivalent amounts
were paid. Notwithstanding the foregoing, dividends and
distributions other than regular quarterly cash dividends, if any,
may result in an adjustment pursuant to Paragraph 5, rather than
under this Paragraph 4.
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5.
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Adjustment in the Event of Change in Stock;
Change in Control .
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In the event of (i) a stock
dividend, stock split, reverse stock split, share combination or
recapitalization or similar event affecting the capital structure
of the Corporation (each, a “Share Change”), or (ii) a
merger, consolidation, acquisition of property or shares,
separation, spinoff, reorganization, stock rights offering
liquidation, Disaffiliation, payment of cash dividends other than
an ordinary dividend or similar event affecting the Corporation or
any of its Subsidiaries (each, a “Corporate
Transaction”), the Compensation/Benefits Committee of the
Board of Directors (or such other committee as the Board may from
time to time designate) (the “Committee”) or Board may
in its discretion make such substitutions or adjustments as it
deems appropriate and equitable to the number of Restricted Stock
Units and the number and kind of shares of Common Stock underlying
the Restricted Stock Units.
In the case of Corporate
Transactions, such adjustments may include, without limitation (i)
the cancellation of the Restricted Stock Units in exchange for
payments of cash, property or a combination thereof having an
aggregate value equal to the value of such Restricted Stock Units,
as determined by the Committee or the Board in its sole discretion,
(ii) the substitution of other
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property (including, without limitation, cash or
other securities of the Corporation and securities of entities
other than the Corporation) for the shares of Common Stock
underlying the Restricted Stock Units and (iii) in connection
with any Disaffiliation, arranging for the assumption of the
Restricted Stock Units, or the replacement of the
Restricted
