TripAdvisor 2012 Annual Report Download - page 190

representative of such Participant, or any person to whom such Option or Stock Appreciation Right is
permissibly transferred pursuant to this Section 5(j), it being understood that the term “Participant” includes such
guardian, legal representative and other transferee; provided, however, that the term “Termination of
Employment” shall continue to refer to the Termination of Employment of the original Participant.
SECTION 6. RESTRICTED STOCK
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 Adjusted Award assumed under
the Employee Matters Agreement:
(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a
Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-
entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of
Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
“The transferability of this certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) of the TripAdvisor, Inc. 2011 Stock and Annual Incentive
Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of
TripAdvisor, Inc.”
The Committee may require that the certificates evidencing such shares be held in custody by the Company until
the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable
Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such
Award.
(b) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and
conditions:
(i) The Committee shall, prior to or at the time of grant, condition the vesting or transferability of
an Award of Restricted Stock upon the continued service of the applicable Participant or the attainment
of Performance Goals, or the attainment of Performance Goals and the continued service of the
applicable Participant. In the event that the Committee conditions the grant or vesting of an Award of
Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals
and the continued service of the applicable Participant, the Committee may, prior to or at the time of
grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant,
vesting, or transferability and the other provisions of Restricted Stock Awards (including without
limitation any Performance Goals) need not be the same with respect to each Participant.
(ii) Subject to the provisions of the Plan and the applicable Award Agreement, during the period,
if any, set by the Committee, commencing with the date of such Restricted Stock Award for which
such vesting restrictions apply and until the expiration of such vesting restrictions (the “RS Restriction
Period”), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Shares of Restricted Stock.
(iii) Except as provided in this Section 6 and in the applicable Award Agreement, the applicable
Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder
of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock,
including, if applicable, the right to vote the Shares and the right to receive any cash dividends. If so
determined by the Committee in the applicable Award Agreement and subject to Section 14(e),
(A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock
Award shall be automatically reinvested in additional Restricted Stock, held subject to the vesting of
the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(d), dividends
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