TripAdvisor 2012 Annual Report Download - page 185

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors
as the Committee shall determine;
(v) subject to Section 12, to modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time;
(vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable;
(vii) subject to Section 11, to accelerate the vesting or lapse of restrictions of any outstanding
Award, based in each case on such considerations as the Committee in its sole discretion determines;
(viii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and
any agreement relating thereto);
(ix) to establish any “blackout” period that the Committee in its sole discretion deems necessary
or advisable;
(x) to decide all other matters that must be determined in connection with an Award; and
(xi) to otherwise administer the Plan.
(b) Procedures. (i) The Committee may act only by a majority of its members then in office, except that
the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable
Exchange and subject to Section 11, allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and powers to any person or persons
selected by it.
(ii) Subject to Section 11(c), any authority granted to the Committee may also be exercised by the
full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.
(c) Discretion of Committee. Subject to Section 1(h), any determination made by the Committee or by
an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to
any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the
Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by
the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company, Participants, and Eligible Individuals.
(d) Award Agreements. The terms and conditions of each Award (other than any Bonus Award), as
determined by the Committee, shall be set forth in an Award Agreement, which shall be delivered to the
Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such
Award. The effectiveness of an Award shall not be subject to the Award Agreement’s being signed by the
Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement.
Award Agreements may be amended only in accordance with Section 12 hereof.
SECTION 3. COMMON STOCK SUBJECT TO PLAN
(a) Plan Maximums. The maximum number of Shares that may be delivered pursuant to Awards under
the Plan shall be the sum of (i) the number of Shares that may be issuable upon exercise or vesting of the
Adjusted Awards and (ii) 10,000,000. The maximum number of Shares that may be granted pursuant to Options
intended to be Incentive Stock Options shall be 7,000,000 Shares. Shares subject to an Award under the Plan may
be authorized and unissued Shares or may be treasury Shares.
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