TripAdvisor 2013 Annual Report Download - page 165

double trigger acceleration (i.e., accelerated vesting occurs only upon an involuntary termination of employment
or resignation for “Good Reason” during the two-year period following a Change in Control).
After further evaluation of the “single trigger” acceleration provisions, the Compensation Committees
determined that future equity awards made under the 2011 Plan would not be entitled to “single trigger”
acceleration and, instead, the award agreements with respect to such equity awards would provide that any
acceleration of vesting of the equity awards would be subject to “double trigger” rather than “single trigger”
acceleration. This means that a vesting of outstanding and unvested equity awards would only occur upon both a
change in control and termination of employment. With respect to Mr. Kaufer’s equity grant in August 2013,
Mr. Kaufer agreed to waive the “single trigger” acceleration right and instead agreed that acceleration of this
equity award is subject to “double trigger” acceleration. This determination will not have an impact on equity
awards made to our named executive officers prior to Mr. Kaufer’s equity grant in August 2013. For a
description and quantification of change in control payments and benefits for our named executive officers,
please see the section below entitled “Potential Payments Upon Termination of Change in Control.”
Severance
In October 2013, the terms of the employment agreements between TripAdvisor, LLC, a subsidiary of
TripAdvisor, and each of Ms. Bradley and Mr. Kalvert expired pursuant to the terms of such employment
agreements. Mr. Kaufer was not covered by an employment agreement in 2013.
In March 2014, TripAdvisor, entered into employment agreements with each of our named executive
officers, pursuant to which the named executive officers are entitled to certain severance payments and benefits
in the event of a qualifying termination of employment. The material terms of these employment agreements are
described below under the headings “Potential Payments Upon Termination or Change in Control — Stephen
Kaufer Employment Agreement” and “Potential Payments Upon Termination or Change in Control — Julie M.B.
Bradley and Seth J. Kalvert Employment Agreements.”
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Ms. Singh Cassidy and Messrs. Philips and Maffei and the
Section 16 Committee consists of Ms. Singh Cassidy and Mr. Philips. Mr. Zeisser was a member of the
Compensation Committee until his resignation from the Board of Directors in February 2013. None of Ms. Singh
Cassidy or Messrs. Philips, Zeisser or Maffei was an officer or employee of TripAdvisor, formerly an officer of
TripAdvisor, or an executive officer of an entity for which an executive officer of TripAdvisor served as a
member of the compensation committee or as a director during the one-year period ended December 31, 2013.
Compensation Committees Report
This report is provided by the Compensation Committee and the Section 16 Committee (the “Compensation
Committees”) of the Board of Directors. The Compensation Committees have reviewed the Compensation
Discussion and Analysis and discussed that analysis with management. Based on this review and discussions
with management, the Compensation Committees recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in TripAdvisor’s 2014 Proxy Statement.
Members of the Compensation Committee:
Sukhinder Singh Cassidy (Chairperson)
Jeremy Philips
Gregory B. Maffei
Members of the Section 16 Committee:
Sukhinder Singh Cassidy (Chairperson)
Jeremy Philips
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