Exhibit 10.1
Summary of Expedia, Inc. Non-Employee Director Compensation
Arrangements
Effective as of January 1, 2007, each director of Expedia, Inc. or any of its businesses will
receive the following compensation:
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an annual retainer of $45,000, paid in equal quarterly installments; |
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a grant of restricted stock units with a value of $250,000 (based on the closing price
of Expedias common stock on The Nasdaq Stock Market on the day prior to the grant), upon
such directors initial election to office and annually thereafter on the date of each of
Expedias annual meeting of stockholders at which the director is reelected, such
restricted stock units to vest as described above; |
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an annual retainer of $20,000 for each member of the Audit Committee (including the
Chairman) and $15,000 for each member of the Compensation Committee (including the
Chairman); and |
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an additional retainer of $10,000 for each of the Chairman of the Audit Committee and
the Chairman of the Compensation Committee. |
Expedia, Inc. will also reimburse such directors for all reasonable expenses incurred by a
director as a result or attendance at any of these meetings.
Under Expedias Non-Employee Director Deferred Compensation Plan, non-employee directors may
defer all or a portion of their annual retainer and all meeting fees. Eligible directors who defer
their directors fees may elect to have such deferred fees (a) applied to the purchase of share
units, representing the number of shares of Expedia common stock that could have been purchased on
the relevant date, or (b) credited to a cash fund. If any dividends are paid on Expedia common
stock, dividend equivalents will be credited on the share units. The cash fund will be credited
with deemed interest at an annual rate equal to the weighted-average prime or base lending rate of
The Chase Manhattan Bank (or successor thereto). Upon termination of service as a director of the
Company, a director will receive (x) with respect to share units, such number of shares of Expedia
common stock as the share units represent and (y) with respect to the cash fund, a cash payment.
Payments upon termination will be made in either one lump sum or up to five installments, as
elected by the eligible director at the time of the deferral election.