TripAdvisor 2013 Annual Report Download - page 170

Non-Qualified Deferred Compensation
We do not currently have any other defined contribution or other plan that provides for deferred
compensation on a basis that is not tax-qualified for employees.
Potential Payments Upon Termination or Change in Control
Certain of our compensation plans, award agreements and employment agreements entitle our named
executive officers to accelerated vesting of outstanding and unvested equity awards or severance payments in the
event of a change in control of TripAdvisor and/or upon the termination or material adverse modification of his
or her employment with TripAdvisor under specified circumstances. These plans and agreements are described
below as they apply to each named executive officer.
Change of Control Provisions of TripAdvisor’s 2011 Stock and Annual Incentive Plan and Award
Agreements Thereunder
The 2011 Plan provided that in the event of a Change in Control (as defined in the 2011 Plan), (i) any
outstanding stock options held by our named executive officers as of the date of the Change in Control which are
not then exercisable and vested will become fully exercisable and vested, and (ii) all RSUs held by our named
executive officers will be considered to be earned and payable in full and any deferral or other restrictions will
lapse and such RSUs will be settled in cash or shares of TripAdvisor common stock as promptly as practicable.
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.
Stephen Kaufer Employment Agreement
In March 2014, TripAdvisor entered into an employment agreement with Mr. Kaufer. Previously,
TripAdvisor did not have an employment agreement with Mr. Kaufer. The employment agreement has a term of
five years.
Pursuant to the employment agreement, in the event that Mr. Kaufer terminates his employment for Good
Reason (as defined below) or is terminated by TripAdvisor without Cause (as defined below) and such
termination occurs during the period commencing three months immediately prior to a Change in Control (as
defined in the 2011 Plan) and ending 24 months immediately following the Change in Control, then:
• TripAdvisor will pay Mr. Kaufer cash severance in an amount equal to 24 months of his base salary;
• TripAdvisor will pay Mr. Kaufer in cash an amount equal to the premiums charged by TripAdvisor to
maintain COBRA health insurance coverage for Mr. Kaufer and his eligible dependents for each month
between the date of termination and 18 months thereafter;
• TripAdvisor will pay to Mr. Kaufer a lump sum in cash equal to his annual target bonus, without pro-
ration or adjustment;
• all equity awards held by Mr. Kaufer that are outstanding and unvested shall immediately vest in full; and
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