TripAdvisor 2013 Annual Report Download - page 171

• Mr. Kaufer will have 18 months following such date of termination to exercise any vested stock options
(including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if
earlier, through the scheduled expiration date of the options.
Pursuant to the employment agreement, in the event that Mr. Kaufer terminates his employment for Good
Reason or is terminated by TripAdvisor without Cause and such termination is not in connection with a Change
in Control, then:
• TripAdvisor will continue to pay Mr. Kaufer’s base salary through 12 months following the date of
termination (provided that such payments will be offset by any amount earned from another employer
during such time period);
• TripAdvisor will consider in good faith the payment of an annual bonus on a pro rata basis and based on
actual performance for the year in which termination of employment occurs;
• TripAdvisor will pay COBRA health insurance coverage for Mr. Kaufer and his eligible dependents
through the longer of the end of the term of Mr. Kaufer’s employment agreement and 12 months
following termination;
• all equity awards held by Mr. Kaufer that otherwise would have vested during the 12-month period
following termination of employment, will accelerate and become fully vested and exercisable (provided
that equity awards that vest less frequently than annually shall be treated as though such awards vested
annually); and
• Mr. Kaufer will have 18 months following such date of termination to exercise any vested stock options
(including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if
earlier, through the scheduled expiration date of the options.
With respect to Mr. Kaufer’s equity grant in August 2013, Mr. Kaufer agreed to waive the single trigger
acceleration right upon a change in control and, instead, 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.”
Mr. Kaufer has also agreed to be restricted from competing with TripAdvisor or any of its subsidiaries or
affiliates or soliciting their employees, consultants, independent contractors, customers, suppliers or business
partners, among others, during the term of his employment and through the period ending 18 months after the
termination of employment.
Julie M.B. Bradley and Seth J. Kalvert Employment Agreements
In October 2011, TripAdvisor, LLC, a subsidiary of TripAdvisor, entered into agreements with each of
Ms. Bradley and Mr. Kalvert. Such employment agreements had terms of two years and expired in October 2013.
Effective March 31, 2014, TripAdvisor, LLC entered into new employment agreements with Ms. Bradley and
Mr. Kalvert, each with two-year terms, on substantially the same terms as the expired employment agreements.
Pursuant to the employment agreements with Ms. Bradley and Mr. Kaufer, in the event that either executive
terminates his or her employment for Good Reason (as defined below) or is terminated by TripAdvisor without
Cause (as defined below):
• TripAdvisor will continue to pay the executive’s base salary through the longer of the end of the term of
the executive’s employment agreement and 12 months following termination (provided that such
payments will be offset by any amount earned from another employer during such time period);
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