TripAdvisor 2014 Annual Report Download - page 158

36
In the event of termination of Mr. Halpin’s employment by the Company for any reason other than those noted above, then the
Company will make a compensation payment to Mr. Halpin in an amount equal to nine months’ base salary at the rate then payable.
Mr. Halpin shall also be entitled to, at the Company’s discretion, extension of health benefits or the cost of comparable benefits.
The offer letter also provides that in the event of a termination of employment for any reason other than those noted above, the
Company will consider in good faith the acceleration of Mr. Halpin’s November 30, 2011 stock option grant and his February 27,
2013 performance award that otherwise would have vested in the nine months post-termination. In the case of the performance award,
any amount that would vest under this provision would only vest to the extent that the performance conditions are satisfied.
Simultaneously with entering into the offer letter, Mr. Halpin also entered into a Non-Disclosure, Developments and Non-
Competition Agreement, pursuant to which Mr. Halpin 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) nine months after the
termination of employment.
Barrie Seidenberg Offer Letter
Effective August 8, 2014, TripAdvisor, LLC entered into an offer letter with Ms. Seidenberg. Pursuant to the offer letter, in the
event that she terminates her employment for Good Reason or is terminated by TripAdvisor without Cause, then:
x TripAdvisor will continue to pay her base salary for a period of six months following termination;
x TripAdvisor will consider in good faith the payment of a cash amount equal to any unpaid bonus 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 her and her eligible dependents for a period of six months
following termination;
x any portion of the unvested in-the-money equity awards assumed by TripAdvisor in connection with the acquisition of the
Viator will accelerate and become fully vested and exercisable, and
x the equity awards issued to Ms. Seidenberg in connection with her hire or 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).
Simultaneously with entering into the offer letter, Ms. Seidenberg also entered into a Non-Disclosure, Developments and Non-
Competition Agreement, pursuant to which Ms. Seidenberg 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.
Employment Agreement Definitions
Under the employment agreements with Ms. Bradley and Messrs. Kaufer and Kalvert and the offer letter with Ms. Seidenberg,
“Cause” means: (i) the plea of guilty or nolo contendere to, conviction for, a felony offense by the executive; provided, however, that
after indictment, TripAdvisor may suspend the executive from rendition of services but without limiting or modifying in any other
way TripAdvisor’s obligations under the employment agreement, (ii) a material breach by the executive of a fiduciary duty owed to
TripAdvisor or its subsidiaries, (iii) material breach by the executive of certain covenants of the employment agreement, (iv) the
willful or gross neglect by the executive of the material duties required by the employment agreement and (v) a knowing and material
violation by the executive of any TripAdvisor policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in
the cases of the conduct described in clauses (iv) and (v) above, if curable, is not cured by the executive within 30 days after the
executive is provided with written notice thereof.