TripAdvisor 2012 Annual Report Download - page 174
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• the remaining 25% of the RSU to vest on the one-year anniversary of the achievement of the performance
goals by Expedia and TripAdvisor; provided that Mr. Khosrowshahi has not voluntarily terminated his
service as a director of TripAdvisor and there has not been a good faith determination of the existence of
cause (as defined in the DK RSU Agreement) by the Board of Directors of TripAdvisor.
In the event of a change of control of TripAdvisor, including a Liberty Change of Control, 50% of the then-
outstanding RSUs would vest without regard to achievement of the performance goals. If, within one year
following a change of control, TripAdvisor terminates Mr. Khosrowshahi’s service as a director other that for
cause, the remaining RSUs would vest without regard to the achievement of the performance goals.
Mr. Khosrowshahi has agreed not to compete with TripAdvisor during his service as a director of TripAdvisor,
and for a period of 24 months thereafter.
In connection with the purchase of Liberty’s purchase of 4,799,848 shares of our common stock from
Mr. Diller and The Diller-von Furstenberg Family Foundation, 50% of the RSUs covered by the DK RSU
Agreement became fully vested. Subsequently, on February 7, 2013, Mr. Khosrowshahi tendered his resignation
as a member of the Board and the remaining RSUs covered by the DK RSU Agreement were accelerated and
became fully vested.
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