TripAdvisor 2012 Annual Report Download - page 193

(b) Definition of Change in Control. Except as otherwise may be provided in an applicable Award
Agreement, for purposes of the Plan, a “Change in Control” shall mean any of the following events:
(i) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act), other than Barry Diller, Liberty Media Corporation, and their respective
Affiliates (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of equity securities of the Company representing more than 50% of the voting
power of the then outstanding equity securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control:
(A) any acquisition by the Company, (B) any acquisition directly from the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or (D) any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii); or
(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the Effective Date, whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the purchase of assets or stock of another entity (a
“Business Combination”), in each case, unless immediately following such Business Combination,
(A) all or substantially all of the individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to such Business Combination will
beneficially own, directly or indirectly, more than 50% of the then outstanding combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors (or
equivalent governing body, if applicable) of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such transaction owns the Company or all
or substantially all of the Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Voting Securities, (B) no Person (excluding Barry Diller, Liberty Media
Corporation, and their respective Affiliates, any employee benefit plan (or related trust) of the
Company or such entity resulting from such Business Combination) will beneficially own, directly or
indirectly, more than a majority of the combined voting power of the then outstanding voting securities
of such entity except to the extent that such ownership of the Company existed prior to the Business
Combination and (C) at least a majority of the members of the board of directors (or equivalent
governing body, if applicable) of the entity resulting from such Business Combination will have been
members of the Incumbent Board at the time of the initial agreement, or action of the Board, providing
for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company.
Notwithstanding the foregoing, the Separation shall not constitute a Change in Control.
(c) Impact of Event/Double 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, notwithstanding any other provision of this Plan to the contrary, upon a Participant’s
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