TripAdvisor 2013 Annual Report Download - page 163

employee is terminated for Cause (as defined in the 2011 Plan) or resigns within two years after any event or
circumstance that would have been grounds for termination of employment for Cause, then the employee agrees
that certain equity securities issued to such employee (whether or not vested) may be forfeited and cancelled in
their entirety upon such termination of employment. In such event, TripAdvisor may cause the employee to
either (i) return the equity securities or shares of common stock issued upon exercise or vesting of such
securities, or (ii) pay to TripAdvisor an amount equal to the aggregate amount, if any, that the employee had
previously realized in respect of any and all shares of common stock.
We intend to adopt a general clawback policy covering our annual and long-term incentive award plans and
arrangements once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act
Insider Trading and Hedging Policy
TripAdvisor has adopted an Insider Trading Policy covering our directors, officers, employees and
consultants designed to ensure compliance with relevant SEC regulations, including insider trading rules.
TripAdvisor’s insider trading policy also prohibits directors, officers, employees and consultants from engaging
in various types of transactions in which they may profit from short-term speculative swings in the value of
TripAdvisor securities. These transactions include “short sales” (or selling borrowed securities which the sellers
hopes can be purchased at a lower price in the future), “put” and “call” options (or publicly available rights to
sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions,
such as zero-cost collars and forward sale contracts.
The Role of Competitive Compensation Market Data
Management considers multiple data sources when reviewing compensation information to ensure that the
data reflects compensation practices of relevant companies in terms of size, industry and geographic location.
Among other factors, management considers the following information in connection with its recommendations
to the Compensation Committees regarding compensation for named executive officers:
• data from salary and equity compensation surveys that include companies of a similar size, based on
market capitalization, revenues and other factors, and
• data regarding compensation for certain executive officer positions (e.g., chief executive officer and chief
financial officer) from recent proxy statements and other SEC filings of peer companies, which include:
(a) direct industry competitors, and (b) non-industry companies with which TripAdvisor commonly
competes for talent (including both regional and national competitors).
In February 2013, based on the recommendation of management, the Compensation Committee approved
the following companies to constitute the compensation peer group for purposes of serving as a referring in
determining 2013 base salaries and equity awards for our executive officers:
Akamai Technologies, Inc. Ancestry, Inc.
Concur Technologies, Inc. Expedia, Inc.
Groupon, Inc. Homeaway.com, Inc.
LinkedIn Corp. Netflix, Inc.
Nuance Communications, Inc. Parametric Technology, Inc.
priceline.com Incorporated Progress Software Corp.
Salesforce.com Inc. Shutterfly, Inc.
ValueClick, Inc. WebMD Health Corp.
Workday, Inc. Zynga Inc.
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