TripAdvisor 2012 Annual Report Download - page 192

(v) Except to the extent otherwise provided in the applicable Award Agreement, an award of
Restricted Stock Units shall be settled as and when the Restricted Stock Units vest (but in no event
later than March 15 of the calendar year following the end of the calendar year in which the Restricted
Stock Units vest).
SECTION 8. OTHER STOCK-BASED AWARDS
Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to,
or are otherwise based upon or settled in, Common Stock, including (without limitation), unrestricted stock,
performance units, dividend equivalents, and convertible debentures, may be granted under the Plan.
SECTION 9. BONUS AWARDS
(a) Determination of Awards. The Committee shall determine the total amount of Bonus Awards for
each Plan Year or such shorter performance period as the Committee may establish in its sole discretion. Bonus
amounts payable to any individual Participant with respect to a Plan Year will be limited to a maximum of $10
million. For performance periods that are shorter than a Plan Year, such $10 million maximum may be pro-rated
to the extent provided by the Committee. Bonus Awards that are Qualified Performance-Based Awards shall be
subject to the provisions of Section 11 of this Plan.
(b) Payment of Awards. Bonus Awards under the Plan shall be paid in cash or in Shares (valued at Fair
Market Value as of the date of payment) as determined by the Committee, as soon as practicable following the
close of the Plan Year or such shorter performance period as the Committee may establish. It is intended that a
Bonus Award will be paid no later than the fifteenth (15th) day of the third month following the later of: (i) the
end of the Participant’s taxable year in which the requirements for such Bonus Award have been satisfied by the
Participant or (ii) the end of the Company’s fiscal year in which the requirements for such Bonus Award have
been satisfied by the Participant. The Committee may at its option establish procedures pursuant to which
Participants are permitted to defer the receipt of Bonus Awards payable hereunder. The Bonus Award to any
Participant for any Plan Year or such shorter performance period may be reduced or eliminated by the
Committee in its discretion.
SECTION 10. CHANGE IN CONTROL PROVISIONS
(a) Impact of Event/Single Trigger. Unless otherwise provided in the applicable Award Agreement,
subject to Sections 3(d), 10(e) and 14(k), and with respect to Adjusted Awards only, to the extent specified in an
Award Agreement or the applicable Expedia Long-Term Incentive Plan (it being understood that any reference to
a “change in control,” “change of control” or similar definition in an Award Agreement or the Expedia Long
Term Incentive Plan for any such Adjusted Award shall be deemed to refer to a “change in control,” “change of
control” or similar transaction with respect to the Company (as successor to the originally-referenced entity) for
such Adjusted Award assumed hereunder), notwithstanding any other provision of the Plan to the contrary,
immediately upon the occurrence of a Change in Control, with respect to Awards (other than Bonus Awards)
held by officers of the Company with a title of Senior Vice President of the Company or above as of immediately
prior to the Change in Control, and with respect to all other Participants solely to the extent provided in the
applicable Award Agreement:
(i) any Options and Stock Appreciation Rights outstanding which are not then exercisable and
vested shall become fully exercisable and vested;
(ii) the restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall
become free of all restrictions and become fully vested and transferable; and
(iii) all Restricted Stock Units shall be considered to be earned and payable in full, and any
restrictions shall lapse and such Restricted Stock Units shall be settled as promptly as is practicable in
the form set forth in the applicable Award Agreement (but in no event later than March 15 of the
calendar year following the end of the calendar year in which the Restricted Stock Units vest).
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