TripAdvisor 2012 Annual Report Download - page 182

(m) “Common Stock” means common stock, par value $0.001 per share, of the Company.
(n) “Company” means TripAdvisor, Inc., a Delaware corporation or its successor.
(o) “Disability” means (i) “Disability” as defined in any Individual Agreement to which the Participant
is a party, or (ii) if there is no such Individual Agreement or it does not define “Disability,” (A) permanent and
total disability as determined under the Company’s long-term disability plan applicable to the Participant, or
(B) if there is no such plan applicable to the Participant or the Committee determines otherwise in an applicable
Award Agreement, “Disability” as determined by the Committee. Notwithstanding the above, with respect to an
Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of
the Code and, with respect to all Awards, to the extent required by Section 409A of the Code, Disability shall
mean “disability” within the meaning of Section 409A of the Code.
(p) “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any
reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the
stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.
(q) “EBITA” means for any period, operating profit (loss) plus (i) amortization, including goodwill
impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation
expense, (iii) disengagement expenses, (iv) restructuring charges, (v) non cash write-downs of assets or goodwill,
(vi) charges relating to disposal of lines of business, (vii) litigation settlement amounts and (viii) costs incurred
for proposed and completed acquisitions.
(r) “EBITDA” means for any period, operating profit (loss) plus (i) depreciation and amortization,
including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash
compensation expense, (iii) disengagement expenses, (iv) restructuring charges, (v) non cash write-downs of
assets or goodwill, (vi) charges relating to disposal of lines of business, (vii) litigation settlement amounts and
(viii) costs incurred for proposed and completed acquisitions.
(s) “Eligible Individuals” means directors, officers, employees and consultants of the Company or any
of its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of
employment or consultancy from the Company or its Subsidiaries or Affiliates.
(t) “Employee Matters Agreement” means the Employee Matters Agreement by and between Expedia
and the Company dated as of December 20, 2011.
(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor thereto.
(v) “Expedia” means Expedia, Inc., a Delaware corporation.
(w) “Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a
share of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on
the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were
traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a
national securities exchange, Fair Market Value shall be determined by the Committee in its good faith
discretion, provided that such determination shall be made in a manner consistent with any applicable
requirements of Section 409A of the Code.
(x) “Free-Standing SAR” has the meaning set forth in Section 5(b).
(y) “Grant Date” means (i) the date on which the Committee by resolution selects an Eligible
Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award or
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