TripAdvisor 2012 Annual Report Download - page 186

(b) Individual Limits. During a calendar year, no single Participant may be granted:
(i) Options covering in excess of 3,000,000 Shares; or
(ii) Qualified Performance-Based Awards in the form of Restricted Stock Units or Restricted
Stock covering in excess of 2,000,000 Shares in the aggregate;
provided, however, that Adjusted Awards shall not be subject to the limitations set forth in this Section 3(b).
(c) Rules for Calculating Shares Delivered.
(i) With respect to Awards other than Adjusted Awards, to the extent that any Award is forfeited,
or any Option and the related Tandem SAR (if any) or Free-Standing SAR terminates, expires or lapses
without being exercised, or any Award is settled for cash, the Shares subject to such Awards not
delivered as a result thereof shall again be available for Awards under the Plan.
(ii) With respect to Awards other than Adjusted Awards, if the exercise price of any Option and/or
the tax withholding obligations relating to any Award are satisfied by delivering Shares to the
Company (by either actual delivery or by attestation), only the number of Shares issued net of the
Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in
Section 3(a).
(iii) With respect to Awards other than Adjusted Awards, to the extent any Shares subject to an
Award are withheld to satisfy the exercise price (in the case of an Option) and/or the tax withholding
obligations relating to such Award, such Shares shall not be deemed to have been delivered for
purposes of the limits set forth in Section 3(a).
(d) Adjustment Provisions.
(i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering,
liquidation, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, a
“Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or
adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or
other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations
set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of
certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding
Awards; and (D) the exercise price of outstanding Options and Stock Appreciation Rights.
(ii) In the event of a stock dividend, stock split, reverse stock split, separation, spinoff,
reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization
or similar event affecting the capital structure of the Company (each, a “Share Change”), the
Committee or the Board shall make such substitutions or adjustments as it deems appropriate and
equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and
delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon
certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number
and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of
outstanding Options and Stock Appreciation Rights.
(iii) In the case of Corporate Transactions, the adjustments contemplated by clause (i) of this
paragraph (d) may include, without limitation, (A) the cancellation of outstanding Awards in exchange
for payments of cash, property or a combination thereof having an aggregate value equal to the value of
such Awards, as determined by the Committee or the Board in its sole discretion (it being understood
that in the case of a Corporate Transaction with respect to which holders of Common Stock receive
consideration other than publicly traded equity securities of the ultimate surviving entity, any such
determination by the Committee that the value of an Option or Stock Appreciation Right shall for this
purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each
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