TripAdvisor 2014 Annual Report Download - page 157

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Julie M.B. Bradley Employment Agreements
In October 2011, TripAdvisor, LLC entered into an agreement with Ms. Bradley. 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
Ms. Bradley, with a two-year term and on substantially the same terms as the expired employment agreement and those described
above for Mr. Kalvert.
On April 2, 2015, Ms. Bradley informed TripAdvisor of her intention to resign from the Company. In order to provide for the
transition of Ms. Bradley’s responsibilities, TripAdvisor and Ms. Bradley have entered into a Separation Agreement, dated April 2,
2015 (the “Separation Agreement”), pursuant to which Ms. Bradley has agreed to remain with the Company on a full-time basis for a
transition period, which will last until the earlier of September 30, 2015 or thirty days following her successor’s start date (the
“Transition Period”).
Under the Separation Agreement and subject to the terms and conditions set forth therein, in exchange for Ms. Bradley’s
continued service during the Transition Period, the Company and Ms. Bradley have agreed to the following:
x Ms. Bradley will continue to receive her base salary until June 30, 2016;
x all equity awards held by Ms. Bradley that otherwise would have vested on or before March 31, 2016 will accelerate and
become fully vested and exercisable, and Ms. Bradley will have until the date that is 18 months immediately following the
end of the Transition Period to exercise any vested stock options or, if earlier, through the scheduled expiration date of the
options; and
x TripAdvisor will consider in good faith the payment of an annual cash bonus on a pro rata basis based on actual
performance for this year.
The employment agreement, dated as of March 31, 2014, between Ms. Bradley and the Company was superseded and replaced
by the separation agreement, except to the extent that certain provisions and obligations of the employment agreement were expressly
preserved and incorporated by reference into the separation agreement.
Receipt of the severance payments and benefits set forth above is contingent upon the executive executing and not revoking a
separation and release in favor of TripAdvisor, Inc. In return, Ms. Bradley has 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.
Dermot M. Halpin Offer Letter
On November 29, 2011, TripAdvisor, Ltd., a subsidiary of TripAdvisor, entered into an offer letter with Dermot Halpin.
Pursuant to the offer letter, TripAdvisor may terminate the employee with immediate effect if Mr. Halpin:
x convicts a serious breach of his obligations under the offer letter (provided, that TripAdvisor will provide prior notice and a
reasonable opportunity to cure, if such breach is curable);
x fails to comply with a lawful instruction given to Mr. Halpin by a duly authorized individual on behalf of TripAdvisor;
x is guilty of dishonest, or other gross misconduct, or gross incompetence or willful neglect of duty;
x acts in any manner which TripAdvisor reasonably believes is likely to bring TripAdvisor into disrepute or materially
prejudice the interest of the company;
x is convicted of a formal offence, other than a motoring offense which does result in imprisonment;
x is declared bankrupt, applies for or has made against him a receiving order under Section 286 Insolvency Act 1986, or have
any order made against him to reach a voluntary arrangement as defined by Section 253 of the Insolvency Act of 1986;
x loses the right to work in the United States.