TripAdvisor 2012 Annual Report Download - page 189

(h) Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an
Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The
applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of
Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to
vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of
exercise, (ii) if requested, has given the representation described in Section 14(a), and (iii) in the case of an
Option, has paid in full for such Shares.
(i) Terminations of Employment. Subject to Section 10(c), a Participant’s Options and Stock
Appreciation Rights shall be forfeited upon such Participant’s Termination of Employment, except as set forth
below:
(i) Upon a Participant’s Termination of Employment by reason of death, any Option or Stock
Appreciation Right held by the Participant that was exercisable immediately before the Termination of
Employment may be exercised at any time until the earlier of (A) the first anniversary of the date of
such death and (B) the expiration of the Term thereof;
(ii) Upon a Participant’s Termination of Employment by reason of Disability or Retirement, any
Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the
Termination of Employment may be exercised at any time until the earlier of (A) the first anniversary
of such Termination of Employment and (B) the expiration of the Term thereof;
(iii) Upon a Participant’s Termination of Employment for Cause, any Option or Stock
Appreciation Right held by the Participant shall be forfeited, effective as of such Termination of
Employment;
(iv) Upon a Participant’s Termination of Employment for any reason other than death, Disability,
Retirement or for Cause, any Option or Stock Appreciation Right held by the Participant that was
exercisable immediately before the Termination of Employment may be exercised at any time until the
earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term
thereof; and
(v) Notwithstanding the above provisions of this Section 5(i), if a Participant dies after such
Participant’s Termination of Employment but while any Option or Stock Appreciation Right remains
exercisable as set forth above, such Option or Stock Appreciation Right may be exercised at any time
until the later of (A) the earlier of (1) the first anniversary of the date of such death and (2) expiration
of the Term thereof and (B) the last date on which such Option or Stock Appreciation Right would
have been exercisable, absent this Section 5(i)(v).
Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules
concerning the consequences of a Termination of Employment; provided, however, that if such rules are less
favorable to the Participant than those set forth above, such rules are set forth in the applicable Award
Agreement. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Option will thereafter be treated as a Nonqualified Option.
(j) Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR
shall be transferable by a Participant other than (i) by will or by the laws of descent and distribution, or (ii) in the
case of a Nonqualified Option or Free-Standing SAR, pursuant to a qualified domestic relations order or as
otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the
Participant’s family members or to a charitable organization, whether directly or indirectly or by means of a trust
or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family
member” shall have the meaning given to such term in General Instructions A.1 (a)(5) to Form S-8 under the
Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with
the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be
exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal
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