TripAdvisor 2011 Annual Report Download - page 91

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Table of Contents
In addition, upon Spin-Off, we entered into a warrant agreement (the “Warrant Agreement”) with Mellon Investor Services LLC and
issued warrants exercisable for TripAdvisor Common Stock in respect of previously outstanding warrants exercisable for Expedia common stock
that were adjusted on account of Expedia’s reverse stock split and the Spin-Off.
Below is a summary of our stock-based awards and warrants issued upon completion of the conversion of existing Expedia stock-based
awards and warrants into TripAdvisor stock-based awards and warrants on December 20, 2011 and the related weighted-average grant date
exercise price for options and warrants and the weighted-average grant date fair value for RSUs:
Options and Stock Warrants:
RSUs:
Stock Based Awards Subsequent to the Spin
-Off from Expedia
TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan
On December 20, 2011, the 2011 Incentive Plan became effective. A summary of certain important features of the 2011 Incentive Plan can
be found below. The summary of the material terms of the 2011 Incentive Plan is qualified in its entirety by the full text of the 2011 Incentive
Plan which is incorporated by reference in this Annual Report on Form 10-K as Exhibit 4.3.
Introduction
The purpose of the 2011 Incentive Plan is to give us a competitive advantage in attracting, retaining and motivating officers and employees
and to provide us with the ability to provide incentives more directly linked to the profitability of our businesses and increases in stockholder
value. In addition, the 2011 Incentive Plan provides for the assumption of certain awards pursuant to the adjustment of awards granted under the
pre Spin-Off plans of Expedia and its subsidiaries, as described in the Employee Matters Agreement.
Administration
The 2011 Incentive Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors or such other
committee as the Board of Directors may from time to time designate. Among other things, the Committee will have the authority to select
individuals to whom awards may be granted, to determine the type of award as well as the number of shares of TripAdvisor Common Stock to
be covered by each award, and to determine the terms and conditions of any such awards.
Eligibility
In addition to individuals who hold outstanding adjusted awards, persons who serve or agree to serve as directors, officers, employees,
non-employee directors or consultants of TripAdvisor and its subsidiaries and affiliates are eligible to receive awards under the 2011 Incentive
Plan.
87
Potential Common
Shares (in
thousands)
Weighted Average
Grant Date
Exercise Price
Options
6,575
$23.65
Warrants
—
$
6.48 TripAdvisor Warrants
6,047
$25.92
Warrants
—
$
7.66 TripAdvisor Warrants
2,000
$30.64
Potential Common
Shares (in thousands)
Weighted Average
Grant Date
Fair Value
RSUs
893
$21.09