TripAdvisor 2012 Annual Report Download - page 181

Appendix A
TRIPADVISOR, INC.
2011 STOCK AND ANNUAL INCENTIVE PLAN
SECTION 1. PURPOSE; DEFINITIONS
The purposes of this Plan are to give the Company a competitive advantage in attracting, retaining and
motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and
Affiliates with a stock and incentive plan providing incentives directly linked to stockholder value and to assume
and govern other awards pursuant to the adjustment of awards granted under the Expedia Long-Term Incentive
Plan (as defined in the Employee Matters Agreement) in accordance with the terms of the Employee Matters
Agreement (“Adjusted Awards”). Certain terms used herein have definitions given to them in the first place in
which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:
(a) “Affiliate” means a corporation or other entity controlled by, controlling or under common control
with, the Company.
(b) “Adjusted Awards” has the meaning set forth in the preamble to Section 1.
(c) “Applicable Exchange” means the NASDAQ or such other securities exchange as may at the
applicable time be the principal market for the Common Stock.
(d) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, other
stock-based award or Bonus Award granted or assumed pursuant to the terms of this Plan, including Adjusted
Awards.
(e) “Award Agreement” means a written or electronic document or agreement setting forth the terms
and conditions of a specific Award.
(f) “Board” means the Board of Directors of the Company.
(g) “Bonus Award” means a bonus award made pursuant to Section 9.
(h) “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any
Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual
Agreement or if it does not define Cause: (A) the willful or gross neglect by a Participant of his employment
duties; (B) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by a
Participant; (C) a material breach by a Participant of a fiduciary duty owed to the Company or any of its
subsidiaries; (D) a material breach by a Participant of any nondisclosure, non-solicitation or non-competition
obligation owed to the Company or any of its Affiliates; or (E) before a Change in Control, such other events as
shall be determined by the Committee and set forth in a Participant’s Award Agreement. Notwithstanding the
general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether
“Cause” exists shall be subject to de novo review.
(i) “Change in Control” has the meaning set forth in Section 10(b).
(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor
thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal
Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to
include such regulations and guidance, as well as any successor provision of the Code.
(k) “Commission” means the Securities and Exchange Commission or any successor agency.
(l) “Committee” has the meaning set forth in Section 2(a).