TripAdvisor 2012 Annual Report Download - page 152

No awards may be granted under the 2011 Plan after December 20, 2021. If the proposed amendment to the 2011
Plan is not approved by stockholders, the 2011 Plan will continue in effect until it expires, and awards may be
granted thereunder, in accordance with its terms.
New Plan Benefits
Because the grant of awards under the 2011 Plan is within the discretion of the Compensation Committees,
we cannot determine the dollar value or number of shares of common stock that will in the future be received by
or allocated to any participant in the 2011 Plan. Accordingly, in lieu of providing information regarding benefits
that will be received under the 2011 Plan, the following table provides information concerning the benefits that
were received by the following persons and groups during 2012: each named executive officer; all current
executive officers, as a group; all current directors who are not executive officers, as a group; and all employees
who are not executive officers, as a group.
Options Restricted Stock Units
Name and Position
Average
Exercise
Price
($) Number (#)
Dollar
Value ($)(1) Number (#)
Stephen Kaufer, President and Chief Executive Officer .... 40.20 250,000 — —
Julie M.B. Bradley, Senior Vice President, Chief Financial
Officer, Chief Accounting Officer and Treasurer ........ 40.20 100,000 — —
Seth J. Kalvert, Senior Vice President, General Counsel and
Secretary ....................................... 40.20 50,000 — —
All current executive officers, as a group ................ 40.20 400,000 — —
All current directors who are not executive officers, as a
group .......................................... — — 1,056,091 25,193
All current employees who are not executive officers, as a
group .......................................... 39.72 3,250,814 2,513,146 59,951
(1) Calculations are based on the closing price of our common stock on the NASDAQ of $41.92 on
December 31, 2012, the last trading day in 2012.
Tax Aspects Under the Code
The following is a summary of the principal federal income tax consequences of certain transactions under
the 2011 Plan. It does not describe all federal tax consequences under the 2011 Plan, nor does it describe state or
local tax consequences.
Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an
incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option
are sold or transferred after two years from the date of grant and after one year from the date of exercise, then
(i) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares)
will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss,
and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an
incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for
the optionee.
If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the
expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”),
generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess
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