8-KMaterial Agreements

Expedia Group, Inc. 8-K Report, Material Agreement (Oct 31, 2006)

Filed October 31, 2006For Securities:EXPE

Summary

This Form 8-K filing by Expedia, Inc. reports on material definitive agreements entered into with two key executive officers: Michael B. Adler (Executive Vice President and Chief Financial Officer) and Burke F. Norton (Executive Vice President, General Counsel and Secretary). The agreements, effective in May 2006 and October 2006 respectively, outline employment terms, base salaries, bonus eligibility, and significant signing bonuses. Both executives have also been granted restricted stock units (RSUs) under the company's 2005 Stock and Annual Incentive Plan, with vesting contingent upon both performance goals and continued employment. Investors should note the terms regarding termination clauses, which include provisions for salary continuation and accelerated vesting of RSUs under specific circumstances such as termination without cause or resignation for good reason. These agreements also impose 24-month non-compete and non-solicitation restrictions post-employment. The inclusion of these comprehensive executive compensation packages and retention mechanisms signals the company's commitment to retaining key leadership during this period.

Key Highlights

  • 1Expedia, Inc. formalized employment agreements and RSU grants for CFO Michael B. Adler and EVP, General Counsel Burke F. Norton.
  • 2Both Adler and Norton received base salaries of $375,000 annually and were eligible for discretionary bonuses.
  • 3Significant signing bonuses of $250,000 were awarded to each executive, with forfeiture clauses tied to termination circumstances.
  • 4Both executives were granted substantial restricted stock units (RSUs) with vesting contingent upon performance goals and continued employment over several years.
  • 5Employment agreements include provisions for salary continuation for 12 months or the remainder of the term if terminated without cause or resigned for good reason.
  • 6RSUs may vest upon specific termination events (without cause/for good reason) or a Change in Control of the company.
  • 7Both agreements impose a 24-month restriction on competition and soliciting/hiring employees post-termination.

Frequently Asked Questions

The main purpose of this Form 8-K is to report on material definitive agreements entered into by Expedia, Inc. with two of its key executives: Michael B. Adler (CFO) and Burke F. Norton (General Counsel). This includes their employment terms and stock-based compensation.

The compensation packages include an annual base salary of $375,000, eligibility for discretionary annual bonuses, a $250,000 signing bonus (with forfeiture conditions), and grants of restricted stock units (RSUs) with performance-based vesting schedules.

If terminated without cause by the company, or if the executive resigns for good reason, they are entitled to their base salary for up to 12 months or the remainder of their employment term. Additionally, certain portions of their RSUs may vest immediately, contingent on performance goals being met.

Yes, both Michael B. Adler and Burke F. Norton are subject to a 24-month restriction period following termination of their employment, during which they are prohibited from competing with Expedia, Inc. or soliciting/hiring the company's employees.