TripAdvisor 2013 Annual Report Download - page 172

• TripAdvisor will consider in good faith the payment of bonuses on a pro rata basis based on actual
performance for the year in which termination of employment occurs;
• TripAdvisor will pay COBRA health insurance coverage for the executive and his or her eligible
dependents through the longer of the end of the term of the executive’s employment agreement and 12
months following termination;
• all equity awards held by the named executive officer 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
• the executive 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.
In return, Ms. Bradley and Mr. Kaufer have 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, through the longer of (i) the completion of the term of the
employment agreement and (ii) 12 months after the termination of employment.
Employment Agreement Definitions
Under the employment agreements with our named executive officers, “Good Reason” means the
occurrence of any of the following without the executive’s prior written consent: (A) TripAdvisor’s material
breach of any material provision of the employment agreement, (B) the material reduction in the executive’s title,
duties, reporting responsibilities or level of responsibilities in such executive’s position at TripAdvisor, (C) the
material reduction in the executive’s base salary or the executive’s total annual compensation opportunity, or
(D) the relocation of the executive’s principal place of employment more than 50 miles outside the Boston
metropolitan area; provided that in no event shall the executive’s resignation be for “Good Reason” unless (x) an
event or circumstance set forth in clauses (A) through (D) shall have occurred and the executive provides
TripAdvisor with written notice thereof within 30 days after the executive has knowledge of the occurrence or
existence of such event or circumstance, which notice specifically identifies the event or circumstance that the
executive believes constitutes Good Reason, (y) TripAdvisor fails to correct the event or circumstance so
identified within 30 days after receipt of such notice, and (z) the executive resigns within 90 days after the date
of delivery of the notice referred to in clause (x) above.
Under the employment agreements with our named executive officers, “Cause” means: (i) the plea of guilty
or nolo contendere to, conviction for, a felony offense by the executive; provided, however, that after indictment,
TripAdvisor may suspend the executive from rendition of services but without limiting or modifying in any other
way TripAdvisor’s obligations under the employment agreement, (ii) a material breach by the executive of a
fiduciary duty owed to TripAdvisor, (iii) material breach by the executive of certain covenants of the
employment agreement, (iv) the willful or gross neglect by the executive of the material duties required by the
employment agreement and (v) a knowing and material violation by the executive of any TripAdvisor policy
pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the cases of the conduct
described in clauses (iv) and (v) above, if curable, is not cured by the executive within 30 days after the executive
is provided with written notice thereof.
Estimated Potential Incremental Payments
For the period October 2013 through March 30, 2014, Ms. Bradley and Mr. Kalvert did not have written
employment agreements with TripAdvisor, as their original written employment agreements expired in October
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