TripAdvisor 2014 Annual Report Download - page 88

78
Statement) and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note
13— Employee Benefit Plans” below for information on our Deferred Compensation Plan for Non-Employee Directors).
At our annual meeting of stockholders held on June 28, 2013 (the “Annual Meeting”), our stockholders approved an amendment
to our 2011 Stock and Annual Incentive Plan to, among other things, increase the aggregate number of shares of common stock
authorized for issuance thereunder by 15,000,000 shares. We refer to our 2011 Stock and Annual Incentive Plan, as amended by the
amendment as the “2011 Incentive Plan.” A summary of the material terms of the 2011 Incentive Plan can be found in “Proposal 3:
Approval of the 2011 Stock and Annual Incentive Plan, as amended” in our Proxy Statement for the Annual Meeting.
On September 12, 2014, we filed a Registration Statement on Form S-8 with respect to up to 100,595 shares of our common
stock for issuance under the Viator, Inc. 2010 Stock Incentive Plan, as amended (the “Viator Plan”). Pursuant to the Amended and
Restated Agreement and Plan of Merger among TripAdvisor LLC; Vineyard Acquisition Corporation and Viator, Inc., dated as of
July 24, 2014 (the “Merger Agreement”), Vineyard Acquisition Corporation merged with and into Viator, Inc. with Viator, Inc.
surviving as a wholly-owned subsidiary of the Company. In accordance with the Merger Agreement, we assumed certain outstanding
options to purchase shares of common stock of Viator granted under the Viator Plan (the “Assumed Options”). As a result of this
assumption, the Assumed Options were converted into options to purchase shares of our common stock. We do not intend to grant
new equity or equity-based awards under the Viator Plan.
Pursuant to the 2011 Annual Incentive Plan, we may, among other things, grant RSUs, restricted stock, stock options and other
stock-based awards to our directors, officers, employees and consultants. The summary of the material terms of the 2011 Incentive
Plan is qualified in its entirety by the full text of the 2011 Incentive Plan previously filed.
As of December 31, 2014, the total number of shares available for issuance under the 2011 Incentive Plan is 17,691,977 shares.
All shares of common stock issued in respect of the exercise of options or other equity awards since Spin-Off have been issued from
authorized, but unissued common stock.
Stock Based Award Activity and Valuation
2014 Stock Option Activity
During the year ended December 31, 2014, we have issued 679,568 of primarily service based non-qualified stock options
primarily from the 2011 Incentive Plan. These stock options generally have a term of ten years from the date of grant and generally
vest equitably over a four-year requisite service period.
A summary of our stock option activity is presented below:
Weighted Weighted
Average Average
Exercise Remaining Aggregate
Options Price Per Contractual Intrinsic
Outstanding Share Life Value
(in thousands) (in years) (in millions)
Options outstanding at December 31, 2013 ........................... 9,470 40.18
Assumed options from acquisition ........................................ 101 16.36
Granted .................................................................................. 579 95.87
Exercised (1) ......................................................................... (1,202) 32.87
Cancelled or expired .............................................................. (297) 45.40
Options outstanding at December 31, 2014 ........................... 8,651 $ 44.47 5.0 $ 273
Exercisable as of December 31, 2014 ................................... 4,080 $ 32.05 2.7 $ 174
Vested and ex
p
ected to vest after December 31
,
2014.......... 8
,
445 $44.11 4.9 $ 269
(1) Inclusive of 628,010 options, which were not converted into shares due to net share settlement in order to cover the aggregate
exercise price and the minimum amount of required employee withholding taxes. Potential shares which had been convertible
under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011
Incentive Plan and can be reissued by the Company. We began net-share settling the majority of our stock option exercises
during the third quarter of 2013. Total payments for the employees’ tax obligations to the taxing authorities due to net share
settlements are reflected as a financing activity within the consolidated statements of cash flows.