TripAdvisor 2013 Annual Report Download - page 162

• the overall size of the equity award pool,
• award value relative to other TripAdvisor executives,
• the value of previous awards and amount of outstanding unvested equity awards,
• competitive compensation market data, to the degree that the available data is comparable, and
• the recommendations of the President and Chief Executive Officer (other than in connection with his own
compensation).
After review and consideration of the recommendations of management and the President and Chief
Executive Officer (other than with respect to awards for himself), the Section 16 Committee decides whether to
grant equity awards to our named executive officers. After consideration of the factors discussed above, in
February 2013, the Section 16 Committee granted options to purchase 83,101 and 50,473 shares of TripAdvisor
common stock to Ms. Bradley and Mr. Kalvert, respectively.
In August 2013, the Section 16 Committee granted an option to purchase 1,100,000 shares of TripAdvisor
common stock to Mr. Kaufer, which will vest in equal installments on each of the fourth and fifth anniversaries
of the award date of the grant, subject to Mr. Kaufer’s continuous employment with, or performance of services
for, TripAdvisor or one of its subsidiaries or affiliates and his being in good standing through each such vesting
date. In consideration of this award, Mr. Kaufer is subject to non-competition and non-solicitation covenants that
apply during his employment and until 18 months immediately following the termination of his employment for
any reason. In recognition of the size of the stock option granted to Mr. Kaufer in August 2013, the Section 16
Committee has indicated its expectation that Mr. Kaufer will not be eligible for another equity award until
August 2017.
Employee Benefits
In addition to the primary elements of compensation described above, our named executive officers also
participate in employee benefits programs available to all domestic employees generally, including the
TripAdvisor Retirement Savings Plan. Under this plan, TripAdvisor matches 50% of each dollar a participant
contributes, up to the first 6% of eligible compensation, subject to tax limits.
In addition, we provide other benefits to our named executive officers on the same basis as all of our
domestic employees generally. These benefits include group health (medical, dental, and vision) insurance, group
disability insurance, and group life insurance.
In situations where a named executive officer is required to relocate, TripAdvisor also provides relocation
benefits, including reimbursement of moving expenses, temporary housing and other relocation expenses as well
as a tax gross-up payment on the relocation benefits. TripAdvisor also sponsors a Global Personal Travel
Reimbursement program generally available to all employees, including named executive officers, that provides
for reimbursement of up to $750 a year for leisure travel that is arranged using one of the TripAdvisor Media
Group family of products and provides all employees, including our named executive officers, an annual holiday
bonus in the form of a gift card as well as a tax gross-up payment on the value of the gift card.
Compensation Program Policies
Executive Compensation Recovery
TripAdvisor has an executive compensation recovery, or clawback, policy providing for recoupment of
certain equity compensation. Each of TripAdvisor’s equity award documents provides that in the event an
26