TripAdvisor 2012 Annual Report Download - page 195

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Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation
(including, without limitation, that all such Awards be granted by a committee composed solely of Outside
Directors).
(b) Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall
be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Goals,
together with the satisfaction of any other conditions, such as continued employment, as the Committee may
determine to be appropriate, and no Qualified Performance-Based Award may be amended, nor may the
Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified
Performance-Based Award under this Plan, in any manner that would cause the Qualified Performance-Based
Award to cease to qualify for the Section 162(m) Exemption; provided, however, that (i) the Committee may
provide, either in connection with the grant of the applicable Award or by amendment thereafter, that
achievement of such Performance Goals will be waived upon the death or Disability of the Participant or under
any other circumstance with respect to which the existence of such possible waiver will not cause the Award to
fail to qualify for the Section 162(m) Exemption as of the Grant Date, and (ii) the provisions of Section 10 shall
apply notwithstanding this Section 11(b).
(c) The full Board shall not be permitted to exercise authority granted to the Committee to the extent
that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based
Award not to qualify for, or to cease to qualify for, the Section 162 (m) Exemption.
(d) The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to
(and all such transactions will be exempt from) the short-swing recovery rules of Section 16(b) of the Exchange
Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the
Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3
promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall
be permitted if such delegation would cause any such transaction to be subject to (and not exempt from)
Section 16(b).
SECTION 12. TERM, AMENDMENT AND TERMINATION
(a) Effectiveness. The Plan shall be effective as of December 20, 2011 (the “Effective Date”).
(b) Termination. The Plan will terminate on the tenth anniversary of the Effective Date. Awards
outstanding as of such date shall not be affected or impaired by the termination of the Plan.
(c) Amendment of Plan. The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would materially impair the rights of the Participant with
respect to a previously granted Award without such Participant’s consent, except such an amendment made to
comply with applicable law (including without limitation Section 409A of the Code), stock exchange rules or
accounting rules. In addition, no such amendment shall be made without the approval of the Company’s
stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable
Exchange.
(d) Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms
of any Award theretofore granted, prospectively or retroactively, but no such amendment shall, without the
Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an
amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting
rules.
SECTION 13. UNFUNDED STATUS OF PLAN
It is presently intended that the Plan constitute an “unfunded” plan. Solely to the extent permitted under
Section 409A, the Committee may authorize the creation of trusts or other arrangements to meet the obligations
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