TripAdvisor 2014 Annual Report Download - page 149

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27
would only occur upon both a change in control and qualified termination of employment. With respect to Mr. Kaufer’s equity award granted
in August 2013, he 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 award 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 March 2014, TripAdvisor, entered into employment agreements with each of Mr. Kaufer, Ms. Bradley and Mr. Kalvert. In
addition, at the time of their employment with TripAdvisor, the Company executed offer letters with Mr. Halpin and Ms. Seidenberg.
Pursuant to these agreements and offer letters, each of our named executive officers is eligible to receive 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.”
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. None of Ms. Singh Cassidy or Messrs. Philips, 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, 2014.
During the last fiscal year, none of our executive officers served as: (1) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served on our compensation committee;(2) a director of another entity,
one of whose executive officers served on our compensation committee, or (3) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served on our Board.
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 2015 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