TripAdvisor 2012 Annual Report Download - page 151

Performance Share Awards. The Compensation Committees may grant performance share awards to any
participant which entitle the recipient to receive shares of common stock upon the achievement of certain
performance goals (as summarized above) and such other conditions as the Compensation Committees shall
determine.
Dividend Equivalents. The Compensation Committees may grant dividend equivalents to participants
which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified
shares of common stock. Dividend equivalents granted as a component of another award subject to performance
vesting may be paid only if the related award becomes vested.
Cash Bonus Awards. The Compensation Committees may grant cash bonuses under the 2011 Plan to
participants. The cash bonuses may be subject to the achievement of certain performance goals (as summarized
above).
Change of Control Provisions. The 2011 Plan provides that upon the effectiveness of a “change in
control,” as defined in the 2011 Plan, except as otherwise provided by the Compensation Committees in the
award agreement, for participants with a title of Senior Vice President of TripAdvisor or above as of immediately
prior to the change in control, stock options and stock appreciation rights held by such individuals will
automatically become fully exercisable and the restrictions and conditions on all other awards held by such
individuals will automatically be deemed waived. Awards held by all other participants are governed by the
applicable award agreement. The 2011 Plan further provides that, unless otherwise specified in the applicable
award agreement, upon a participant’s termination of employment by the Company during the two-year period
following a change in control other than for “cause” or “disability,” each as defined in the 2011 Plan, or by the
participant for “good reason,” as defined in the 2011 Plan, during such period, stock options and stock
appreciation held by such participant will automatically become fully exercisable and will remain exercisable
until the later of (i) the last day on which such option or stock appreciation right is exercisable as specified in the
applicable award agreement or (ii) the earlier of the first anniversary of the change in control and the expiration
of the term of the option or stock appreciation right, and the restrictions and conditions on all other awards will
automatically be deemed waived.
Adjustments for Stock Dividends, Stock Splits, Etc. The 2011 Plan requires the Compensation Committees
to make appropriate adjustments to the number of shares of common stock that are subject to the 2011 Plan, to
certain limits in the 2011 Plan, and to any outstanding awards to reflect stock dividends, stock splits,
extraordinary cash dividends and similar events.
Tax Withholding. Participants in the 2011 Plan are responsible for the payment of any federal, state or
local taxes that TripAdvisor is required by law to withhold upon the exercise of options or stock appreciation
rights or vesting of other awards. Subject to approval by the Compensation Committees, participants may elect to
have the minimum tax withholding obligations satisfied by authorizing us to withhold shares of common stock to
be issued pursuant to the exercise or vesting.
Amendments and Termination. The Board of Directors may at any time amend, alter or discontinue the
2011 Plan and the Compensation Committees may unilaterally amend the terms of any award, prospectively or
retroactively. However, no such action may materially impair rights of a participant with respect to a previously
granted award without the participant’s consent, except such an amendment made to comply with applicable law
(including without limitation Section 409A of the Code), stock exchange rules or accounting rules. In addition,
no such amendment shall be made without stockholder approval to the extent such approval is required by
applicable law or the listing standards of NASDAQ.
Effective Date of 2011 Plan. The Board of Directors originally adopted the 2011 Plan on December 20,
2011 and approved the proposed amendment to the 2011 Plan on April 24, 2013. The amendment to increase the
number of authorized shares under the 2011 Plan becomes effective on the date it is approved by stockholders.
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