TripAdvisor 2012 Annual Report Download - page 187

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Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock
Appreciation Right shall conclusively be deemed valid); (B) the substitution of other property
(including, without limitation, cash or other securities of the Company and securities of entities other
than the Company) for the Shares subject to outstanding Awards; and (C) in connection with any
Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards
based on other property or other securities (including, without limitation, other securities of the
Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or
division or by the entity that controls such Subsidiary, Affiliate, or division following such
Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company
securities).
(iv) Any adjustment under this Section 3(d) need not be the same for all Participants.
(v) Any adjustments made pursuant to this Section 3(d) to Awards that are considered “deferred
compensation” within the meaning of Section 409A of the Code shall be made in compliance with the
requirements of Section 409A of the Code. Any adjustments made pursuant to this Section 3(d) to
Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be
made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be
subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.
In any event, neither the Committee nor the Board shall have the authority to make any adjustments
pursuant to this Section 3(d) to the extent the existence of such authority would cause an Award that is
not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto.
SECTION 4. ELIGIBILITY
Awards may be granted under the Plan to Eligible Individuals and, with respect to Adjusted Awards, in
accordance with the terms of the Employee Matters Agreement; provided, however, that Incentive Stock Options
may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning
of Section 424(f) of the Code) and, with respect to Adjusted Awards that are intended to qualify as incentive
stock options within the meaning of Section 421 of the Code, in accordance with the terms of the Employee
Matters Agreement.
SECTION 5. OPTIONS AND STOCK APPRECIATION RIGHTS
With respect to Adjusted Awards, the provisions below will be applicable only to the extent that they
are not inconsistent with the Employee Matters Agreement and the terms of the applicable Adjusted Award
assumed under the Employee Matters Agreement:
(a) Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options.
The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock
Option or a Nonqualified Option.
(b) Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem
SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in
conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to
receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market
Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the
number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award
Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve
to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock
Appreciation Right.
(c) Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem
SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in
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