TripAdvisor 2012 Annual Report Download - page 170

exercisable and vested will become fully exercisable and vested, and (ii) all RSUs held by our named executive
officers will be considered to be earned and payable in full and any deferral or other restrictions will lapse and
such RSUs will be settled in cash or shares of TripAdvisor common stock as promptly as practicable.
Julie M.B. Bradley and Seth J. Kalvert Employment Agreements
In October 2011, TripAdvisor, LLC, a subsidiary of the Company, entered into agreements (the
“Employment Agreements”) with each of Ms. Bradley and Mr. Kalvert. The Employment Agreements have
terms of two years. Pursuant to the Employment Agreements, in the event that either executive terminates his or
her employment for good reason or is terminated by TripAdvisor without cause:
• TripAdvisor will continue to pay the executive’s base salary through the longer of the end of the term of
the executive’s employment agreement and 12 months (in all cases provided that such payments will be
offset by any amount earned from another employer during such time period);
• TripAdvisor will consider in good faith the payment of discretionary bonuses on a pro rata basis for the
year in which termination of employment occurs;
• TripAdvisor will pay COBRA health insurance coverage, through the longer of the end of the term of the
executive’s employment agreement and 12 months;
• all equity held by the named executive officer that otherwise would have vested during the 12-month
period following termination of employment, will accelerate (provided that equity awards that vest less
frequently than annually shall be treated as though such awards vested annually); and
• the executive will have 18 months following such date of termination to exercise any vested stock options
(including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if
earlier, through the scheduled expiration date of the options.
In return, each executive has agreed to be restricted from competing with TripAdvisor or soliciting its
employees through the longer of (i) the completion of the term of the employment agreement and (ii) 12 months
after the termination of employment.
Under the Employment Agreements, “good reason” means the occurrence of any of the following without
the executive’s prior written consent: (A) TripAdvisor’s material breach of the Employment Agreement, (B) the
material reduction in the executive’s title, duties, reporting responsibilities or level of responsibilities in such
executive’s position at TripAdvisor, excluding for this purpose any such reduction that is an isolated and
inadvertent action not taken in bad faith or that is authorized pursuant to the Employment Agreement, (C) the
material reduction in the executive’s base salary or the executive’s total annual compensation opportunity, or
(D) the relocation of the executive’s principal place of employment more than 50 miles outside the Boston
metropolitan area.
Under the Employment Agreements, “cause” means: (i) the plea of guilty or nolo contendere to, conviction
for, or the commission of, a felony offense by the executive, (ii) a material breach by the executive of a fiduciary
duty owed to TripAdvisor or any of its subsidiaries, (iii) material breach by the executive of certain covenants of
the Employment Agreement, (iv) the willful or gross neglect by the executive of the material duties required by
the Employment Agreement and (v) a knowing and material breach by the executive of any TripAdvisor policy
pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the cases of clauses (iv) and
(v) above, if curable, is not cured by the executive within 30 days after the executive is provided written notice
thereof.
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