TripAdvisor 2012 Annual Report Download - page 196

created under the Plan to deliver Common Stock or make payments; provided, however, that the existence of
such trusts or other arrangements is consistent with the “unfunded” status of the Plan. Notwithstanding any other
provision of this Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred
compensation plan” within the meaning of Section 409A of the Code, no trust shall be funded with respect to any
such Award if such funding would result in taxable income to the Participant by reason of Section 409A(b) of the
Code and in no event shall any such trust assets at any time be located or transferred outside of the United States,
within the meaning of Section 409A(b) of the Code.
SECTION 14. GENERAL PROVISIONS
(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares
pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the
Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which
the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of
the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:
(i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any
registration or other qualification of such Shares of the Company under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent,
approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute
discretion after receiving the advice of counsel, determine to be necessary or advisable.
(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company
or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.
(c) No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption
of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any
way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee
at any time.
(d) Required Taxes. No later than the date as of which an amount first becomes includible in the gross
income of a Participant for federal, state, local or foreign income or employment or other tax purposes with
respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount. If determined by the Company, withholding
obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives
rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such
payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding
obligations with Common Stock.
(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in
additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to
dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares
are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In
the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment
shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have
been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for
settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms
contemplated by this Section 14(e).
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