TripAdvisor 2012 Annual Report Download - page 197

(f) Designation of Death Beneficiary. The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such
Participant’s death are to be paid or by whom any rights of such eligible Individual, after such Participant’s
death, may be exercised.
(g) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the
Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the
Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are
forfeited or canceled should revert to the Company.
(h) Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no
force or effect.
(i) Non-Transferability. Except as otherwise provided in Section 5(j) or by the Committee, Awards
under the Plan are not transferable except by will or by laws of descent and distribution.
(j) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible
Individuals who are foreign nationals, who are located outside the United States or who are not compensated
from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to
be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms
and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary
or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes,
the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or
advisable to comply with such legal or regulatory provisions.
(k) Section 409A of the Code. It is the intention of the Company that no Award shall be “deferred
compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically
determines otherwise as provided in this Section 14(k), and the Plan and the terms and conditions of all Awards
shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines
will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery
of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in
Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with
Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any
Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code, if the
Participant is a “specified employee” within the meaning of Section 409A of the Code, any payments (whether in
cash, Shares or other property) to be made with respect to the Award upon the Participant’s Termination of
Employment shall be delayed until the earlier of (A) the first day of the seventh month following the
Participant’s Termination of Employment and (B) the Participant’s death. Each payment under any Award shall
be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant,
directly or indirectly, designate the calendar year of any payment to be made under any Award.
(l) Employee Matters Agreement. Notwithstanding anything in this Plan to the contrary, to the extent
that the terms of this Plan are inconsistent with the terms of an Adjusted Award, the terms of the Adjusted Award
shall be governed by the Employee Matters Agreement, the Expedia Long-Term Incentive Plan and the award
agreement granted thereunder; provided, however, that in all events any reference to a “change in control,”
“change of control” or similar definition in an Award Agreement or the applicable 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).
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