Compensation/Section 16 Committee Charter
The Compensation Committee is appointed by the Board of Directors (the "Board") of Expedia, Inc. (the "Company") to discharge certain of the Board's responsibilities relating to (i) compensation of the Company's Chief Executive Officer (the "CEO") and each other "executive officer," as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the "Exchange Act"), of the Company (collectively, and including the CEO, the "Executive Officers") and (ii) administration of the Company's stock plans, as set forth below. The Section 16 Committee is appointed by the Board solely to discharge the responsibilities of the Board related to Rule 16b-3 under the Exchange Act. The Compensation Committee and the Section 16 Committee are referred to herein collectively as the "Committees."
The members of the Committees shall be appointed by the Board. The Board shall appoint one member of each Committee as its Chairman. Each Committee may form and delegate authority to subcommittees as it deems appropriate. The Committees shall meet, in person or telephonically, as often as necessary to carry out their responsibilities and may conduct joint meetings, if desirable.
The Section 16 Committee shall have sole authority to approve all matters governed by Rule 16b-3 under the Exchange Act. The CEO shall not be present during any Section 16 Committee deliberations or voting with respect to his or her equity compensation.
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