TripAdvisor 2012 Annual Report Download - page 183

the formula for earning a number of shares or cash amount, (ii) such later date as the Committee shall provide in
such resolution or (iii) the initial date on which an Adjusted Award was granted under the Expedia Long-Term
Incentive Plan.
(z) “Incentive Stock Option” means any Option that is designated in the applicable Award Agreement
as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.
(aa) “Individual Agreement” means an employment, consulting or similar agreement between a
Participant and the Company or one of its Subsidiaries or Affiliates.
(bb) “NASDAQ” means the National Association of Securities Dealers Inc. Automated Quotation
System.
(cc) “Nonqualified Option” means any Option that is not an Incentive Stock Option.
(dd) “Option” means an Award described under Section 5.
(ee) “Outside Directors” has the meaning set forth in Section 11(a).
(ff) “Participant” means an Eligible Individual to whom an Award is or has been granted.
(gg) “Performance Goals” means the performance goals established by the Committee in connection
with the grant of Restricted Stock, Restricted Stock Units or Bonus Awards or other stock-based awards. In the
case of Qualified-Performance Based Awards that are intended to qualify under Section 162(m)(4)(C) of the
Code, (i) such goals shall be based on the attainment of one or any combination of the following: specified levels
of earnings per share from continuing operations, net profit after tax, EBITDA, EBITA, gross profit, cash
generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return
on assets, return on operating assets, return on equity, profits, total stockholder return (measured in terms of
stock price appreciation and/or dividend growth), cost saving levels, marketing- spending efficiency, core non-
interest income, change in working capital, return on capital, and/or stock price, with respect to the Company or
any subsidiary, division or department of the Company that are intended to qualify under Section 162(m)(4)(C)
of the Code and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by
Section 162(m) of the Code and related regulations. Such Performance Goals also may be based upon the
attaining of specified levels of Company, Subsidiary, Affiliate or divisional performance under one or more of
the measures described above relative to the performance of other entities, divisions or subsidiaries.
(hh) “Plan” means this TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan, as set forth herein and
as hereafter amended from time to time.
(ii) “Plan Year” means the calendar year or, with respect to Bonus Awards, the Company’s fiscal year
if different.
(jj) “Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m)
Exemption, as provided in Section 11.
(kk) “Restricted Stock” means an Award described under Section 6.
(ll) “Restricted Stock Units” means an Award described under Section 7.
(mm) “Retirement” means retirement from active employment with the Company, a Subsidiary or
Affiliate at or after the Participant’s attainment of age 65.
(nn) “RS Restriction Period” has the meaning set forth in Section 6(b)(ii).
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