TripAdvisor 2013 Annual Report Download - page 173

2013 and new written employment agreements were not entered into until March 2014. During that time,
TripAdvisor nonetheless continued to compensate Ms. Bradley and Mr. Kalvert, and both parties acted, as if the
written employment agreements were still in effect. As a result, the table below reflects the estimated amount of
incremental compensation payable to Ms. Bradley and Mr. Kalvert upon termination of his or her employment in
the following circumstances: (i) a termination by TripAdvisor without Cause, (ii) resignation by him or her for
Good Reason not in connection with a Change in Control, (iii) a Change in Control or (iv) a termination of
employment by TripAdvisor without Cause or by him or her for Good Reason in connection with a Change in
Control (in all cases as if their written employment agreements were in effect). The table below does not reflect
the payments to which Mr. Kaufer would be entitled pursuant to the terms of the employment agreement entered
into effective March 31, 2014.
The amounts shown in the table assume that the triggering event was effective as of December 31, 2013 and
that the price of TripAdvisor common stock on which certain of the calculations are based was the closing price
of $82.83 per share on the NASDAQ Stock Market on December 31, 2013, the last trading day in 2013. These
amounts are estimates of the incremental amounts that would be paid out to each named executive officer upon
such triggering event. The actual amounts to be paid out can only be determined at the time of the triggering
event, if any.
Name and Benefit
Termination
without Cause
Resignation
for Good Reason
Change in
Control
Termination
w/o Cause
or for Good
Reason in
connection
with Change in
Control
Stephen Kaufer
Cash Severance (salary) ................ $ — $ — $ — $ —
Stock Options (vesting accelerated) ...... — — 28,726,998(1) 28,726,998
RSUs (vesting accelerated) ............. — — — —
Total estimated value .................. $ — $ — $28,726,998 $28,726,998
Julie M.B. Bradley
Cash Severance (salary) ................ $ 365,000(1) $ 365,000(1) $ — $ 365,000(1)
Stock Options (vesting accelerated) ...... 1,840,570(1) 1,840,570(1) 6,296,419 6,296,419(1)
RSUs (vesting accelerated) ............. 977,146(1) 977,146(1) 1,954,374 1,954,374(1)
Health & Benefits .................... 20,936(1) 20,936(1) — 20,936(1)
Total estimated value .................. $3,203,652 $3,203,652 $ 8,250,793 $ 8,636,729
Seth J. Kalvert
Cash Severance (salary) ................ $ 350,000(1) $ 350,000(1) $ — $ 350,000(1)
Stock Options (vesting accelerated) ...... 1,910,886(1) 1,910,886(1) 5,051,977 5,051,977(1)
RSUs (vesting accelerated) ............. — — — —
Health & Benefits .................... 20,936(1) 20,936(1) — 20,936(1)
Total estimated value .................. $2,281,822 $2,281,822 $ 5,051,977 $ 5,422,913
(1) In March 2014, in connection with the execution of an employment agreement, Mr. Kaufer agreed to waive
the “single trigger” acceleration right upon a change in control with respect to the non-qualified stock option
to purchase 1,100,000 shares of common stock awarded effective August 28, 2013. As a result, the vesting
of these securities will not accelerate upon a change in control, without a termination of employment. The
value of these securities which will not vest upon a single trigger (which values is included in this amount)
is $11,341,000 as of December 31, 2013.
(2) Represents salary continuation, equity acceleration benefits and other payments and benefits pursuant to the
terms of the employment agreements described in the sections above titled “— Julie M.B. Bradley and Seth
J. Kalvert Employment Agreements.”
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