Business Context and Reporting Period
This Form 8-K Current Report was filed by Expedia, Inc. on May 13, 2009. The filing discloses the execution of an Amended and Restated Employment Agreement with Michael B. Adler, the Company's Executive Vice President and Chief Financial Officer, effective May 15, 2009.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change is the formalization of Mr. Adler's compensation package, including a salary increase and specific severance protections. No financial performance changes or operational shifts are reported in this document.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business performance. It details the following specific terms of the Adler Employment Agreement:
- Term: Three years.
- Base Salary: Current salary is $375,000, increasing to not less than $450,000 on January 1, 2010.
- Bonus: Annual discretionary bonus with a target of 75% of annual base salary.
- Severance: Upon termination without Cause or for Good Reason, the Company will pay base salary through the longer of the agreement term or twelve months (offset by new employment earnings). A pro rata discretionary bonus may be considered.
- Equity Acceleration: Equity that would have vested during the twelve months following termination will accelerate, subject to performance conditions.
- Option Exercise: Eighteen months post-termination to exercise vested stock options.
- Restrictive Covenants: Non-compete and non-solicitation restrictions apply for the longer of twenty-four months post-termination or the agreement term.
Important Facts for Investor Verification
- Verify the impact of the increased executive compensation on future operating expenses.
- Confirm the specific performance conditions required for the acceleration of Mr. Adler's equity awards.
- Review the definition of "Cause" and "Good Reason" within the full agreement to understand severance triggers.
- Assess the potential liability exposure regarding the salary continuation clause in the event of termination.