TripAdvisor 2012 Annual Report Download - page 188

accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A
Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related
Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.
(d) Exercise Price. The exercise price per Share subject to an Option or Free-Standing SAR shall be
determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the
Fair Market Value of a share of the Common Stock on the applicable Grant Date. In no event may any Option or
Free-Standing SAR granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the
exercise price thereof, be cancelled in conjunction with the grant of any new Option or Free-Standing SAR with a
lower exercise price or otherwise be subject to any action that would be treated, for accounting purposes, as a
“repricing” of such Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by
the Company’s stockholders.
(e) Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but
shall not exceed ten years from the Grant Date in the case of an Incentive Stock Option.
(f) Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs
shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the
Committee. If the Committee provides that any Option or Free-Standing SAR will become exercisable only in
installments, the Committee may at any time waive such installment exercise provisions, in whole or in part,
based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate
the exercisability of any Option or Free-Standing SAR.
(g) Method of Exercise. Subject to the provisions of this Section 5, Options and Free-Standing SARs
may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise
to the Company or through the procedures established with the Company’s appointed third-party Option
administrator specifying the number of Shares as to which the Option or Free-Standing SAR is being exercised;
provided, however, that, unless otherwise permitted by the Committee, any such exercise must be with respect to
a portion of the applicable Option or Free-Standing SAR relating to no less than the lesser of the number of
Shares then subject to such Option or Free-Standing SAR or 100 Shares. In the case of the exercise of an Option,
such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such
number of Shares multiplied by the applicable exercise price) by certified or bank check or such other instrument
as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as
follows:
(i) Payments may be made in the form of unrestricted Shares (by delivery of such Shares or by
attestation) of the same class as the Common Stock subject to the Option already owned by the
Participant (based on the Fair Market Value of the Common Stock on the date the Option is exercised);
provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the
form of already owned Shares of the same class as the Common Stock subject to the Option may be
authorized only at the time the Option is granted.
(ii) To the extent permitted by applicable law, payment may be made by delivering a properly
executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase
price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To
facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into
agreements for coordinated procedures with one or more brokerage firms. To the extent permitted by
applicable law, the Committee may also provide for Company loans to be made for purposes of the
exercise of Options.
(iii) Payment may be made by instructing the Committee to withhold a number of Shares having a
Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable
Option is exercised) equal to the product of (A) the exercise price multiplied by (B) the number of
Shares in respect of which the Option shall have been exercised.
A-8