TripAdvisor 2012 Annual Report Download - page 184

(oo) “RSU Restriction Period” has the meaning set forth in Section 7(b)(ii).
(pp) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed
by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.
(qq) “Separation” has the meaning set forth in the Employee Matters Agreement.
(rr) “Share” means a share of Common Stock.
(ss) “Stock Appreciation Right” has the meaning set forth in Section 5(b).
(tt) “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other
entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company.
(uu) “Tandem SAR” has the meaning set forth in Section 5(b).
(vv) “Term” means the maximum period during which an Option or Stock Appreciation Right may
remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in
the applicable Award Agreement.
(ww) “Termination of Employment” means the termination of the applicable Participant’s employment
with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise
determined by the Committee, if a Participant’s employment with, or membership on a board of directors of, the
Company and its Affiliates terminates but such Participant continues to provide services to the Company and its
Affiliates in a non-employee director capacity or as an employee, as applicable, such change in status shall not be
deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or an
Affiliate or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment
if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or
division, as the case may be, and the Participant does not immediately thereafter become an employee of (or
service provider for), or member of the board of directors of, the Company or another Subsidiary or Affiliate.
Temporary absences from employment because of illness, vacation or leave of absence and transfers among the
Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. For the
avoidance of doubt, the Separation shall not constitute a Termination of Employment for purposes of any
Adjusted Award. Notwithstanding the foregoing, with respect to any Award that constitutes “nonqualified
deferred compensation” within the meaning of Section 409A of the Code, “Termination of Employment” shall
mean a “separation from service” as defined under Section 409A of the Code.
SECTION 2. ADMINISTRATION
(a) Committee. The Plan shall be administered by the Compensation Committee of the Board or such
other committee of the Board as the Board may from time to time designate (the “Committee”), which shall be
composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. The
Committee shall, subject to Section 11, have plenary authority to grant Awards pursuant to the terms of the Plan
to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms of the
Plan and the Employee Matters Agreement (including the original terms of the grant of the Adjusted Award):
(i) to select the Eligible Individuals to whom Awards may from time to time be granted;
(ii) to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, other stock-based awards, Bonus
Awards or any combination thereof, are to be granted hereunder;
(iii) to determine the number of Shares to be covered by each Award granted hereunder or the
amount of any Bonus Award;
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