-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSLgLgQAirbYp3qUJA4KHyw5uDfuo1jwK8+cCGUQXEy6+Rt6G2JnpjxT+liKtass KhHp2tqiH01c8CR08BwgSw== 0000950124-06-004177.txt : 20060804 0000950124-06-004177.hdr.sgml : 20060804 20060804132846 ACCESSION NUMBER: 0000950124-06-004177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 061005048 BUSINESS ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: (425)679-7200 MAIL ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 8-K 1 v22520e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 31, 2006
 
Expedia, Inc.
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction of
incorporation or organization) 		  000-51447
(Commission
File Number) 		  20-2705720
(I.R.S. Employer
Identification No.)
     
3150 139th Avenue S.E., Bellevue, Washington
(Address of principal executive offices) 		  98005
(Zip Code)
     
Registrant’s telephone number, including area code:   (425) 679-7200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 1.01 Entry into a Material Definitive Agreement
     On July 31, 2006, Expedia, Inc. (the “Company”) entered into a Separation Agreement with Keenan M. Conder, its Senior Vice President, General Counsel and Secretary, whose employment with the Company terminated on such date. The terms of the Separation Agreement provide that Mr. Conder will refrain from engaging in certain competitive activity for a specified period following his employment with the Company. In addition, Mr. Conder has agreed during such period to refrain from certain hiring, recruiting or soliciting activities related to the Company and its employees and officers. In consideration of these and other commitments from Mr. Conder, the Company will continue to pay his former annual base salary of $285,000 and pay for his COBRA health insurance coverage, each for a period of twelve months; provided, that such payments will be offset by any amount earned by Mr. Conder from another employer. The Company will also pay for certain relocation expenses. In addition, the agreement provides that the vesting of 9,352 restricted stock units held by Mr. Conder that would have vested in the one-year period following his date of termination of employment will be accelerated and be fully vested as of the later of July 31, 2006 or the expiration of a seven-day revocation period following Mr. Condor's execution of the agreement.

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 3, 2006
         
  EXPEDIA, INC.
 
 
 		  
  By:   /s/ Michael B. Adler    
  Name:     Michael B. Adler 
  Title:     Chief Financial Officer   
 
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