TripAdvisor 2011 Annual Report Download - page 93

Table of Contents
award holder’s death, disability or retirement, and 90 days after the award holder’s termination for any other reason. Vested options and stock
appreciation rights also will terminate upon the optionee’s termination for cause (as defined in the 2011 Incentive Plan). Stock options and stock
appreciation rights are transferable only by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations order or
in the case of nonqualified stock options or stock appreciation rights, as otherwise expressly permitted by the Committee including, if so
permitted, pursuant to a transfer to the participant’s family members, to a charitable organization, whether directly or indirectly or by means of a
trust or partnership or otherwise.
Restricted Stock
Restricted stock may be granted with such restriction periods as the Committee may designate. The Committee may provide at the time of
grant that the vesting of restricted stock will be contingent upon the achievement of applicable performance goals and/or continued service. In
the case of performance-based awards that are intended to qualify under Section 162(m)(4), such goals will be based on the attainment of one or
any combination of the following: specified levels of earnings per share from continuing operations, net profit after tax, EBITDA, EBITA, gross
profit, cash generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return on assets, return on
operating assets, return on equity, profits, total shareholder return (measured in terms of stock price appreciation and/or dividend growth), cost
saving levels, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, and/or stock price, with
respect to TripAdvisor or any subsidiary, division or department of TripAdvisor. Such performance goals also may be based upon the attaining
of specified levels of TripAdvisor, subsidiary, affiliate or divisional performance under one or more of the measures described above relative to
the performance of other entities, divisions or subsidiaries. Performance goals based on the foregoing factors are hereinafter referred to as
“Performance Goals.” The terms and conditions of restricted stock awards (including any applicable Performance Goals) need not be the same
with respect to each participant. During the restriction period, the Committee may require that the stock certificates evidencing restricted shares
be held by TripAdvisor. Restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered, and is forfeited upon
termination of employment, unless otherwise provided by the Committee. Other than such restrictions on transfer and any other restrictions the
Committee may impose, the participant will have all the rights of a stockholder with respect to the restricted stock award.
Restricted Stock Units
The Committee may grant RSUs payable in cash or shares of TripAdvisor Common Stock, conditioned upon continued service and/or the
attainment of Performance Goals determined by the Committee. The terms and conditions of restricted stock unit awards (including any
applicable Performance Goals) need not be the same with respect to each participant.
Other Stock-Based Awards
Other awards of TripAdvisor Common Stock and other awards that are valued in whole or in part by reference to, or are otherwise based
upon, TripAdvisor Common Stock, including (without limitation), unrestricted stock, dividend equivalents, and convertible debentures, may be
granted under the 2011 Incentive Plan.
Bonus Awards
Bonus awards granted to eligible employees of TripAdvisor and its subsidiaries and affiliates under the 2011 Incentive Plan will be based
upon the attainment of the Performance Goals established by the Committee for the plan year or such shorter performance period as may be
established by the Committee. Bonus amounts earned by any individual will be limited to $10 million for any plan year, pro-rated (if so
determined by the Committee) for any shorter performance period. Bonus amounts will be paid in cash or, at the discretion of the Committee, in
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