8-KLeadership ChangesExhibits & Filings

Expedia Group, Inc. 8-K Report, Executive Changes (Apr 23, 2013)

Filed April 23, 2013For Securities:EXPE

Summary

This Form 8-K filing by Expedia, Inc. (EXPE) on April 23, 2013, primarily details the execution of a new employment agreement with Chief Commercial Officer, Dhiren Fonseca, effective April 13, 2013. This agreement replaces his prior one and has a term of one year. The key focus for investors is the continued base salary and bonus structure, along with the specific severance and equity acceleration provisions in the event of termination. Understanding these terms is crucial for assessing executive retention and the company's potential liabilities related to executive compensation.

Key Highlights

  • 1Expedia entered into a new one-year employment agreement with Chief Commercial Officer, Dhiren Fonseca, effective April 13, 2013.
  • 2Mr. Fonseca's base salary remains $425,000 annually.
  • 3His target annual bonus is set at 75% of his base salary.
  • 4The agreement outlines severance packages for termination without Cause or by Mr. Fonseca for Good Reason.
  • 5Severance includes 18 months of salary continuation (partially offset by other employment income) and COBRA premium payments.
  • 6Equity held by Mr. Fonseca may accelerate vesting under specific termination scenarios.
  • 7Restrictive covenants include non-competition and non-solicitation clauses for a defined period post-termination.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of a new one-year employment agreement entered into between Expedia, Inc. and its Chief Commercial Officer, Dhiren Fonseca.

Mr. Fonseca's base salary will remain $425,000 annually, and he is eligible for discretionary annual bonuses with a target of 75% of his base salary.

If terminated by the Company without Cause, Mr. Fonseca is eligible for 18 months of continued salary payments totaling $637,500 (subject to offset by other earnings), pro-rata bonus consideration, acceleration of certain equity vesting, extended stock option exercise periods, and 18 months of COBRA premium payments.

Yes, severance payments and benefits are contingent upon Mr. Fonseca executing a release of claims, not revoking it, and complying with specified restrictive covenants, including non-competition and non-solicitation clauses.