8-KMaterial Agreements

Expedia Group, Inc. 8-K Report, Material Agreement (Aug 4, 2006)

Filed August 4, 2006For Securities:EXPE

Summary

This Form 8-K filing from Expedia, Inc. (now Expedia Group, Inc.) reports on a material definitive agreement entered into on July 31, 2006, with Keenan M. Conder, the former Senior Vice President, General Counsel, and Secretary. The agreement outlines the terms of Mr. Conder's separation from the company, which includes non-compete and non-solicitation clauses for a specified period. For investors, the key takeaway is the financial commitment Expedia is making as part of this separation. The company will continue to pay Mr. Conder's annual base salary of $285,000 and cover his COBRA health insurance for twelve months. These payments will be reduced by any income Mr. Conder earns from alternative employment. Additionally, Expedia will cover certain relocation expenses and accelerate the vesting of 9,352 restricted stock units.

Key Highlights

  • 1Expedia entered into a Separation Agreement with its Senior Vice President, General Counsel, and Secretary, Keenan M. Conder, effective July 31, 2006.
  • 2The agreement includes non-compete and non-solicitation provisions for Mr. Conder for a specified period post-employment.
  • 3Expedia will continue to pay Mr. Conder's annual base salary of $285,000 for twelve months, subject to offset by any new employment income.
  • 4COBRA health insurance coverage for Mr. Conder will also be paid by Expedia for twelve months, similarly subject to offset.
  • 5Certain relocation expenses will be covered by Expedia.
  • 6Vesting of 9,352 restricted stock units held by Mr. Conder will be accelerated, becoming fully vested on a specified date.
  • 7The Chief Financial Officer, Michael B. Adler, signed the filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a material definitive agreement between Expedia, Inc. and its former Senior Vice President, General Counsel, and Secretary, Keenan M. Conder, detailing the terms of his separation from the company.

Expedia is committed to paying Mr. Conder's former annual base salary of $285,000 and his COBRA health insurance coverage for a period of twelve months. These payments will be reduced by any salary or compensation he earns from new employment during this period. Expedia will also cover certain relocation expenses.

The vesting of 9,352 restricted stock units held by Mr. Conder will be accelerated. This means these units will become fully vested sooner than originally scheduled, specifically on the later of his termination date (July 31, 2006) or the expiration of a seven-day revocation period after signing the agreement. This is a benefit provided to Mr. Conder in exchange for his commitments.

Yes, the agreement includes provisions where Mr. Conder agrees to refrain from engaging in certain competitive activities for a specified period. He has also agreed to avoid certain hiring, recruiting, or soliciting activities related to Expedia and its employees during this period.