---

•	the Company will continue to pay his base salary through the longer of (i) the completion of the term of the Okerstrom Employment Agreement, subject to a maximum of 36 months and (ii) twelve months; provided that such payments will be offset by any amount earned by Mr. Okerstrom from another employer during such time period;

•

except as described under “Equity Grants” with respect to the Performance Stock Option (defined below) granted on September 15, 2017, and with respect to Mr. Okerstrom’s March 2016 Company stock option grants, which have special vesting terms, all equity held by Mr. Okerstrom that otherwise would have vested during the twelve-month period following termination of employment will accelerate; provided that any equity awards that vest less frequently than annually shall be treated as though such awards vested annually;

•	Mr. Okerstrom will have eighteen months following the date of termination to exercise any vested stock options granted by the Company (including stock options accelerated pursuant to the terms of the Okerstrom Employment Agreement) or, if earlier, through the scheduled expiration date of the options; and

---

•	the Company will pay Mr. Okerstrom in a lump sum an amount equal to 12 months of monthly premiums of group health plan continuation coverage under COBRA at the level of coverage in which Mr. Okerstrom participated.

•	an award of 300,000 Company stock options that vest in equal installments on the first four anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “Service-Based Options”);

•

an award of 300,000 Company stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $200 (a 40.7% increase to the closing price of Expedia’s common stock on the date of grant), measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “Performance-Based Options”); and

•	an award of 25,000 Company restricted stock units that vest on September 15, 2021, subject to continued employment through the applicable vesting date and satisfaction of either (i) a performance goal relating to worldwide hotel room night bookings, or (ii) a performance goal relating to an increase in the Company’s stock price (“Service-Based RSUs”).

---

•	the Company will continue to pay his base salary through the longer of (i) the completion of the term of the Pickerill Employment Agreement and (ii) twelve months; provided that such payments will be offset by any amount earned by Mr. Pickerill from another employer during such time period;

•	all Company equity held by Mr. Pickerill that otherwise would have vested during the twelve-month period following termination of employment will accelerate; provided that any Company equity awards that vest less frequently than annually shall be treated as though such awards vested annually;

•	Mr. Pickerill will have eighteen months following such date of termination to exercise any vested stock options granted by the Company (including stock options accelerated pursuant to the terms of the Pickerill Employment Agreement) or, if earlier, through the scheduled expiration date of the options; and

•	the Company will pay Mr. Pickerill in a lump sum an amount equal to 12 months of monthly premiums of group health plan continuation coverage under COBRA at the level of coverage in which Mr. Pickerill participated.

•	Mr. Khosrowshahi has forfeited the following unvested Company stock options:

---

o	Company stock option for 1,600,000 shares, with a $95/share exercise price, scheduled to vest in equal installments on March 31, 2018 and March 31, 2020; and

o	Company stock option for 780,000 shares, with a $95/share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170/share Company stock price goal.

•	Mr. Khosrowshahi retains the following unvested Company stock options, which will vest on the original vesting schedules, subject to Mr. Khosrowshahi’s continued service a member of the Board:

o	Company stock option for 50,000 shares, with a $78.52/share exercise price, scheduled to vest on February 26, 2018;

o	Company stock option for 125,000 shares, with a $91.75/share exercise price, scheduled to vest in equal installments on February 27, 2018 and February 27, 2019; and

o	Company stock option for 320,000 shares, with a $95/share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170/share Company stock price goal.

•	Mr. Khosrowshahi may exercise any vested Company stock options until the earlier of (i) one year following the date that Mr. Khosrowshahi ceases to be a member of the Board, and (ii) the applicable expiration date of such Company stock option. The exercise of any vested Company stock options by Mr. Khosrowshahi may, at the election of Mr. Khosrowshahi, be settled on a net basis.

•	Until the date of his departure from the Board, Mr. Khosrowshahi will retain a minimum of 287,715 Company shares, exclusive of Company shares underlying Company stock options.

---

---

---