Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 17, 2016, TripAdvisor, Inc. (the Company) announced that Barrie Seidenberg, Chief Executive Officer of
Attractions, had informed the Company of her intention to transition from her position in order to pursue opportunities outside of the Company. Effective November 17, 2016, the Company, by and through its wholly-owned subsidiary TripAdvisor, LLC,
entered into a Transition Services Agreement (the Agreement) with Ms. Seidenberg to provide for the transition of Ms. Seidenbergs current responsibilities during a transition period. Pursuant to the Agreement,
Ms. Seidenberg will remain with the Company on a full-time basis for a transition period, which will last until the later of April 30, 2017 or such date as the parties shall mutually agree, or an earlier date if Ms. Seidenberg resigns
or the Company terminates her employment (the Transition Period). Under the Agreement and subject to the terms and conditions set forth therein, in the event that Ms. Seidenberg resigns from the Company on or after April 30,
2017, or is terminated by the Company without Cause (as defined in the Companys Amended and Restated 2011 Stock and Annual Incentive Plan (the Plan)), the Company and Ms. Seidenberg have agreed as follows:
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Ms. Seidenberg will receive an amount equal to nine months of her base salary (or $300,000) plus an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for
Ms. Seidenberg and her eligible dependents for nine months following the date her employment terminates (the Separation Date); provided, however, that if Ms. Seidenberg is terminated by the Company without Cause prior to
April 30, 2017, Ms. Seidenberg will receive an amount equal to her base salary from the Separation Date through January 31, 2018, plus an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation
coverage for Ms. Seidenberg and her eligible dependents from the Separation Date through January 31, 2018.
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The Company will accelerate all equity awards held by Ms. Seidenberg that are outstanding and unvested as of the Separation Date but which would otherwise have vested on or before December 31, 2017.
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Any vested options to purchase common stock of the Company held by Ms. Seidenberg as of the Separation Date shall remain exercisable through the date that is 18 months following the Separation Date or, if earlier,
through the scheduled expiration date of such options.
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If the Separation Date occurs in 2017, the Company shall consider in good faith the payment of an annual cash bonus on a pro rata basis for 2017 and based on actual performance for the year in which termination of
employment occurs.
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Notwithstanding the foregoing, the Company retains the right to terminate Ms. Seidenberg at any
time with or without Cause and Ms. Seidenberg may resign at any time, and, upon any termination of employment for any reason, then Ms. Seidenberg shall be entitled to any accrued and earned but unpaid base salary and accrued and unused
vacation pay through the Separation Date. Moreover, pursuant to the terms of the Plan, in the event of a termination of employment as a result of death, all equity awards held by Ms. Seidenberg that are outstanding and unvested on the date of
death will accelerate and become fully vested.
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In addition, provided there is no termination of employment, either by the Company for Cause or
Ms. Seidenberg for any reason, prior to December 31, 2016, Ms. Seidenberg will also receive an annual bonus for 2016 in an amount not less than $150,000, with any additional amounts determined by, and at the sole discretion of, the
Compensation Committee of the Company.
Such payments are in lieu of, and not in addition to, any severance payments and benefits provided
for in the employment letter between TripAdvisor, LLC and Ms. Seidenberg dated July 22, 2014 (the Employment Letter). The severance payments and benefits described herein are subject to Ms. Seidenbergs execution,
non-revocation and compliance with a supplemental release of claims in favor of the Company and related parties. The severance payments and benefits set forth above shall be offset by any cash compensation earned by Ms. Seidenberg from any
employment during the nine-month period following the Separation Date, subject to certain exceptions.
The Employment Letter shall be
replaced and superseded by the Agreement, except to the extent that certain provisions and obligations of the Employment Letter are expressly preserved and incorporated by reference into the Agreement. The Employment Letter was filed as Exhibit 10.3
to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
The description of the Agreement is
summary in nature and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Unless otherwise specified, capitalized terms used above without
definitions have the meanings set forth in the Agreement.