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32
Option Exercises and Stock Vested
The following table sets forth all stock option awards exercised and the taxable income realized upon exercise and all other
stock awards vested and the taxable income realized upon vesting by the named executive officers during 2014.
Option Awards Stock Awards
Name
Exercise or
Vest Date
Number of
Shares
Acquired on
Exercise
(#)(1)
Value
Realized on
Exercise
($)(2)
Number of Shares
Acquired on Vesting
(#)(3)
Value Realized
on Vesting
($)(4)
Julie M.B. Bradley ....................................... 10/3/2014 — — 11,797 1,042,737
Dermot M. Halpin ........................................ 2/13/2014 11,798 727,829 — —
2/15/2014 — — 1,072 98,946
2/19/2014 11,797 757,446 — —
2/27/2014 6,405 351,451 — —
(1) The amounts reported in this column represent the gross number of shares acquired upon exercise of vested options without
taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations.
(2) The amounts reported in this column represent the taxable income of the shares acquired upon exercise of vested stock options
calculated by multiplying (i) the number of shares of TripAdvisor’s common stock to which the exercise of the option is related
by (ii) the difference between the market price of TripAdvisor’s common stock at exercise and the exercise price of the options.
(3) The amounts reported in this column represent the gross number of shares acquired upon the vesting of RSUs without taking
into account any shares that may have been withheld to satisfy applicable tax obligations.
(4) The amounts reported in this column represent the taxable income of the shares acquired upon the vesting of RSUs calculated by
multiplying the gross number of vested shares subject to the RSUs by the closing price of TripAdvisor common stock on the
NASDAQ Stock Market on the vesting date or if the vesting occurred on a day on which the NASDAQ Stock Market was
closed for trading, the next trading day.
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 our employees.
Potential Payments Upon Termination or Change in Control
Certain of our compensation plans, award agreements and employment agreements or offer letters provide our named executive
officers with 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 of employment 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, unless otherwise provided in the applicable award agreement (or with respect to converted
Expedia awards, only to the extent provided in the relevant award agreement), in the event of a Change in Control (as defined below),
(i) any outstanding stock options held by certain of 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 these named executive officers will be
considered to be earned and payable in full 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 in the 2011 Plan, 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 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 of TripAdvisor and qualifying termination of employment. With respect to Mr. Kaufer’s