TripAdvisor 2011 Annual Report Download - page 94

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Table of Contents
TripAdvisor Common Stock, as soon as practicable following the end of the plan year. The Committee may reduce or eliminate a participant’s
bonus award in any year notwithstanding the achievement of Performance Goals.
Warrant Agreement
On December 20, 2011, we entered into the Warrant Agreement with Mellon Investor Services LLC, as Equity Warrant Agent, 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. The warrants, totaling 32,186,792, are not listed on any stock
exchange, and expire on May 7, 2012. One tranche of warrants (issued in respect of Expedia warrants that had featured an exercise price of
$12.23 per warrant prior to adjustment) are exercisable for 0.25 (one-quarter) of a share of TripAdvisor Common Stock at an exercise price
equal to $6.48 per warrant, and the other tranche of warrants (issued in respect of Expedia warrants that had featured an exercise price of $14.45
per warrant prior to adjustment) are exercisable for 0.25 (one-quarter) of a share of TripAdvisor Common Stock at an exercise price equal to
$7.66 per warrant. The exercise price may be paid in cash or via “cashless exercise” as set forth in the Warrant Agreement. In total, the warrants
may be converted into a maximum of 8,046,698 shares of our Common Stock without any further adjustments to the Warrant Agreement. We
will not issue fractional shares of TripAdvisor Common Stock upon exercise of a TripAdvisor warrant; cash will be issued in lieu of fractional
shares in accordance with the Warrant Agreement. Holders of TripAdvisor warrants are not entitled, by virtue of holding such warrants, to any
rights of holders of TripAdvisor Common Stock prior to validly exercise such warrants.
Pursuant to the Warrant Agreement and subject to certain exceptions, the number of shares of TripAdvisor Common Stock issuable upon
exercise of the warrants and the exercise price of the warrants is subject to adjustment from time to time upon the occurrence of various events,
including stock splits, stock consolidations, combinations or subdivisions; stock dividends or other distributions, repurchases, reclassifications,
recapitalizations or reorganizations and certain distributions of rights, warrants or evidences of indebtedness or assets. The warrants are not
subject to redemption.
The summary of the material terms of the Warrant Agreement set forth above is qualified in its entirety by the full text of the Warrant
Agreement, which is incorporated by reference in this Annual Report on Form 10-K as Exhibit 4.1.
Stock
-Based Award Activity
The following table presents a summary of our stock option activity on our common shares:
90
Options
Outstanding
Weighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
(In thousands)
(In years)
(In thousands)
Options outstanding at December 20, 2011
6,575
$
23.65
Granted
—
—
Exercised
—
—
Cancelled
—
—
Options outstanding at December 31, 2011
6,575
$
23.65
4.6
$
32,192
Exercisable as of December 31, 2011
3,548
$
25.26
3.6
$
17,133
Vested and expected to vest after December 31, 2011
5,976
$
23.45
4.4
$
30,930