TripAdvisor 2014 Annual Report Download - page 156

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x any equity awards that do not vest in connection with a termination of employment shall remain outstanding for three
months following termination, provided that there will be no additional vesting with respect to such awards unless a Change
in Control occurs within such three-month period; and
x Mr. Kaufer will have 18 months following such date of termination 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.
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Kaufer executing and not revoking a
separation and release in favor of TripAdvisor. Each of the payments set forth above shall be offset by the amount of any cash
compensation earned by Mr. Kaufer from another employer during the 12 months following his termination of employment.
With respect to Mr. Kaufer’s equity award granted in August 2013, he agreed to waive the single trigger acceleration right upon
a change in control and, instead, acceleration of this award is subject to double trigger acceleration.
Mr. Kaufer has also 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, during the term of his
employment and through the period ending 18 months after the termination of employment.
Seth J. Kalvert Employment Agreement
In October 2011, TripAdvisor, LLC entered into an employment agreement with Mr. Kalvert. Such employment agreement had
a term of two years and expired in October 2013. Effective March 31, 2014, TripAdvisor, LLC entered into a new employment
agreement with Mr. Kalvert, with a two-year term and on substantially the same terms as the expired employment agreement.
Pursuant to the employment agreement with Mr. Kalvert, in the event that his employment terminates by reason of his death or
disability, he will be entitled to continued payment of base salary through the end of the month in which the termination occurs.
Pursuant to the employment agreement with Mr. Kalvert, in the event that he terminates his employment for Good Reason (as
defined below) or is terminated by TripAdvisor without Cause (as defined below), then:
x TripAdvisor will continue to pay his base salary through the longer of the end of the term of the executive’s employment
agreement and 12 months following termination (provided that such payments will be offset by any amount earned from
another employer during such time period);
x 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;
x TripAdvisor will pay COBRA health insurance coverage for Mr. Kalvert and his eligible dependents through the longer of
the end of the term of his employment agreement and 12 months following termination;
x All equity awards held by Mr. Kalvert 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
x Mr. Kalvert will have 18 months following such date of termination or 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.
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Kalvert executing and not revoking a
separation and release in favor of TripAdvisor. In addition, Mr. Kalvert 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.