TripAdvisor 2012 Annual Report Download - page 160
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Please find page 160 of the 2012 TripAdvisor annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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generally make equity grants to our named executive officers only in open trading windows. In February 2013,
the Compensation Committees made equity grants in the form of stock options to certain of the named executive
officers.
The Compensation Committees review various factors considered by management when they establish the
Company’s equity grant pool, including:
• TripAdvisor’s business and financial performance, including year-over-year performance,
• dilution rates, taking into account projected headcount growth and employee turnover,
• non-cash compensation as a percentage of earnings before interest, taxes, depreciation and amortization,
• equity compensation utilization by peer companies,
• general economic conditions, and
• competitive compensation market data regarding award values.
For specific grants to named executive officers, management makes recommendations to the Section 16
Committee based on a variety of factors, including:
• TripAdvisor’s business and financial performance, including year-over-year performance,
• individual performance and future potential of the executive,
• the overall size of the equity grant pool,
• award value relative to other TripAdvisor executives,
• the value of previous grants and amount of outstanding unvested equity awards,
• competitive compensation market data, to the degree that the available data is comparable,
• the recommendations of the President and Chief Executive Officer, other than in connection with
compensation for himself, and
• with respect to the President and Chief Executive Officer, the recommendation of the Chairman.
After review and consideration of management’s recommendations, the Section 16 Committee decides
whether to approve the grants of equity compensation to executive officers.
Employee Benefits
In addition to the primary elements of compensation (base salary, cash bonuses and equity awards)
described above, the named executive officers also participate in employee benefits programs available to all
domestic employees generally, including the TripAdvisor Retirement Savings Plan. Under this plan, TripAdvisor
matches 50% of each dollar a participant contributes, up to the first 6% of eligible compensation, subject to tax
limits. In situations where an executive is required to relocate, TripAdvisor also provides relocation benefits,
including reimbursement of moving expenses, temporary housing and other relocation expenses as well as a tax
gross-up payment on the relocation benefits. TripAdvisor also sponsors a Global Personal Travel Reimbursement
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