TripAdvisor 2012 Annual Report Download - page 166

(2) Amounts shown are the aggregate grant date fair value of awards computed in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding
the effect of estimated forfeitures. These amounts reflect an estimate of the grant date fair value and may not
correspond to the actual value that will be recognized by the named executive officers. Stock awards consist
of RSUs valued using the closing price of TripAdvisor’s common stock on the NASDAQ Stock Market on
the grant date. Stock option awards were valued at the date of grant using the Black-Scholes pricing model.
The Black-Scholes model incorporates various assumptions including expected volatility, expected term,
risk-free interest rates and assumed annual dividend rates. The expected volatility for the awards above was
based on the average of historical stock price volatility of publicly traded companies that we consider peers
based on daily price observations over a period equivalent or approximate to the expected term of the stock
option grants. The decision to use a weighted average volatility factor of a peer group was based upon the
relatively short period of availability of data on our common stock. The expected term was based on using
the simplified method for all stock options as we do not have sufficient historical exercise data on our
common stock. Our expected dividend yield is zero, as we have not paid any dividends on our common
stock to date. The fair value of the May 2012 grants was determined using the following assumptions:
Expected
Term
(years)
Risk-Free
Interest Rate
(%)
Expected
Volatility
(%)
Assumed
Annual
Dividend Rate
(% of grant
date closing
price)
6.21 1.05 53.34 0.00
(3) See the table below for additional information regarding certain components of amounts reflected in the
“All Other Compensation” column for 2012 above.
(4) Mr. Diller resigned as our Chairman and Senior Executive effective December 11, 2012 and resigned as a
member of the Board of Directors effective April 23, 2013. The compensation received by Mr. Diller as a
non-employee director is included in the table titled “2012 Non-Employee Director Compensation” below.
2012 All Other Compensation
Barry
Diller ($) (g)
Stephen
Kaufer ($)
Julie M.B.
Bradley ($)
Seth J.
Kalvert ($)
Gift Card(a) ............................. — 125 125 125
Tax Gross-Up on Gift Card(b) .............. — 50 50 50
401(k) Company Match(c) ................. — 7,500 524 7,500
Relocation Benefits(d) .................... — — — 180,361
Tax Gross Up on Relocation Benefits(e) ...... — — — 78,944
Dividend Equivalents(f) ................... 10,960 39,765 875 1,516
(a) Represents the amount of a gift card that was given to all employees as a holiday bonus.
(b) Represents the amount of the tax gross-up paid in connection with the gift cards described above.
(c) Represents matching contributions of TripAdvisor under the TripAdvisor 401(k) Retirement Savings Plan
(the “TripAdvisor 401(k) Plan”). Under the TripAdvisor 401(k) Plan as in effect through December 31,
2012, TripAdvisor matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible
compensation, subject to limits imposed by the Internal Revenue Code.
(d) Represents amounts paid to Mr. Kalvert for relocation expenses, including reimbursement of moving
expenses, temporary housing and mortgage assistance.
(e) Represents the amount of the tax gross-up paid in connection with the relocation benefits described above.
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