TripAdvisor 2014 Annual Report Download - page 155

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equity award granted in August 2013, Mr. Kaufer agreed to waive the “single trigger” acceleration right and instead agreed that
acceleration of this 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 granted in August 2013.
Stephen Kaufer Employment Agreement
In March 2014, TripAdvisor, LLC, a subsidiary of TripAdvisor, entered into an employment agreement with Mr. Kaufer.
Previously, the Company did not have an employment agreement with Mr. Kaufer. The agreement has a term of five years.
Pursuant to the employment agreement, in the event that Mr. Kaufer’s employment terminates by reason of his death or
disability, then:
x TripAdvisor will pay Mr. Kaufer (or his estate) his base salary through the end of the month in which the termination
occurs;
x any outstanding unvested equity awards that vest less frequently than annually shall be treated as though such awards
vested annually; and
x any unvested stock options held by Mr. Kaufer at the time of termination shall remain exercisable through the earlier of 18
months following termination or the scheduled expiration of the option.
Pursuant to the employment agreement, in the event that Mr. Kaufer terminates his employment for Good Reason (as defined
below) or is terminated by TripAdvisor without Cause (as defined below) and such termination occurs during the period commencing
three months immediately prior to a Change in Control (as defined below) and ending 24 months immediately following the Change in
Control, then:
x TripAdvisor will pay him cash severance in an amount equal to 24 months of his base salary;
x TripAdvisor will pay him in cash an amount equal to the premiums charged by TripAdvisor to maintain COBRA health
insurance coverage for him and his eligible dependents for each month between the date of termination and 18 months
thereafter;
x TripAdvisor will pay to him a lump sum in cash equal to his annual target bonus, without pro-ration or adjustment;
x all equity awards held by him that are outstanding and unvested shall immediately vest in full; and
x Mr. Kaufer will have 18 months following such date of termination of employment to exercise any vested stock options
(including stock options accelerated pursuant to the terms of his 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:
x TripAdvisor will continue to pay Mr. Kaufer’s base salary through 12 months following the date of termination;
x 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, any such payment to be paid based on actual performance during
the year of termination;
x TripAdvisor will pay COBRA health insurance coverage for Mr. Kaufer and his eligible dependents for 12 months
following termination;
x 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 awards that vest less frequently than
annually will be treated as though such awards vested annually);