TripAdvisor 2012 Annual Report Download - page 191

payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the
Common Stock with which such dividend was paid, held subject to the vesting of the underlying
Restricted Stock.
(iv) Except as otherwise set forth in the applicable Award Agreement and subject to Section 10(c),
upon a Participant’s Termination of Employment for any reason during the RS Restriction Period or
before the applicable Performance Goals are satisfied, all Shares of Restricted Stock still subject to
restriction shall be forfeited by such Participant; provided, however, that subject to Section 11(b), the
Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with
respect to any or all of such Participant’s Shares of Restricted Stock.
(v) If and when any applicable Performance Goals are satisfied and the RS Restriction Period
expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have
been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender
of the legended certificates.
SECTION 7. RESTRICTED STOCK UNITS
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. Restricted Stock Units are Awards denominated in Shares that will be settled,
subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares or both, based
upon the Fair Market Value of a specified number of Shares.
(b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and
conditions:
(i) The Committee shall, prior to or at the time of grant, condition the grant, vesting, or
transferability of Restricted Stock Units 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 Restricted
Stock Units 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 Awards as Qualified Performance-Based Awards. The conditions for grant, vesting or
transferability and the other provisions of Restricted Stock Units (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 Units for which such
vesting restrictions apply and until the expiration of such vesting restrictions (the “RSU Restriction
Period”), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Restricted Stock Units.
(iii) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on
what terms and conditions the applicable Participant shall be entitled to receive current or delayed
payments of cash, Common Stock or other property corresponding to the dividends payable on the
Common Stock (subject to Section 14(e) below).
(iv) Except as otherwise set forth in the applicable Award Agreement and subject to Section 10(c),
upon a Participant’s Termination of Employment for any reason during the RSU Restriction Period or
before the applicable Performance Goals are satisfied, all Restricted Stock Units still subject to
restriction shall be forfeited by such Participant; provided, however, that subject to Section 11(b), the
Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with
respect to any or all of such Participant’s Restricted Stock Units.
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