Common use of Separation Pay and Other Benefits Clause in Contracts

Separation Pay and Other Benefits. A. The Company will pay you a separation/transition lump sum payment (“Special Payment”) equivalent to one (1) year of your current base salary (a total Special Payment amount of $360,000.00), less legally required withholdings and deductions. The Special Payment will be made within fifteen days after the Effective Date (as defined below). B. Should the Company make any quarterly bonus distributions for Q1 2006 under Gateway’s 2006 bonus plan, you will receive any amounts which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will not be eligible to participate in any subsequent quarterly bonus distributions and will not receive any additional compensation under the annual distribution for 2006. C. Your Company-provided group health insurance will end on April 30, 2006. If you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”) after April 30, 2006, you will be responsible for the premiums for such coverage. However, in conjunction with the payment of the Special Payment, you will also receive a net payment of $7,954.44 to reimburse you for the cost of such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you will be $13,023.35. Information regarding your right to elect health care continuation coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six (6) months, provided that you initiate the Services with LHH within sixty (60) calendar days following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Date, the Services will no longer be available. E. Nothing in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date under any Company 401(k) or employee welfare benefit plan and you shall remain fully entitled to all such benefits, if any, in accordance with the terms of the applicable plan. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with Company policy through the Separation Date. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits).

Separation Pay and Other Benefits. A. The Company will pay you separation pay in a separation/transition lump sum payment amount that is the equivalent of twelve (“Special Payment”12) equivalent to one months’ base salary: seven hundred twenty thousand dollars (1) year of your current base salary (a total Special Payment amount of $360,000.00720,000), less legally required withholdings and deductionsdeductions (the “Separation Pay”). The Special Payment Separation Pay will be made within fifteen days after the Effective Date (as defined below)direct deposited in accordance with Clause H hereof. B. Should the Company make any pay a quarterly bonus distributions for Q1 for, or annual bonus that takes into account, the first quarter of fiscal year 2006 under Gatewayas a result of the Company’s 2006 bonus planachievement of the performance goals determined by the Company’s Compensation Committee in its sole discretion, you will receive any amounts a prorated portion (reflecting the period from January 1, 2006 through the Separation Date, and based on a maximum annualized target bonus of $792,000 if you had remained with the Company through the end of 2006) of the bonus you would Initialed by Xxxxx Xxxxxx: /s/ WI have received with respect to such quarter, payable in accordance with the Company’s normal practice regarding payment of a bonus. Such bonus amount, if any, shall be a prorated portion of the amount which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will distribution but shall not be eligible include payment of any discretionary bonus to participate in any subsequent quarterly bonus distributions and will not receive any additional compensation under the annual distribution for 2006Gateway’s employees. C. Your Any unvested stock options held by you as of the Separation Date shall become fully vested and exercisable within fifteen (15) days after the Effective Date. Such stock options shall be exercisable in accordance with the stock option grant documents for 90 days after the Separation Date. D. The Company shall maintain health insurance for you and your eligible dependents for thirty-six (36) months following the Separation Date. Such insurance may be, at Company-provided ’s option, (1) Company’s group health insurance will end on April 30, 2006. If made available to you desire continued health coverage under pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 19841985, as amended (“COBRA”); or (2) after April 30, 2006, other health insurance benefits substantially similar to those which you will be responsible for would otherwise have been entitled to receive under the Company’s group health insurance plan. The premiums for such coveragecoverage shall be paid by the Company. However, You acknowledge and agree that all such arrangements shall be in conjunction with the payment full satisfaction of the Special Payment, you will also receive a net payment of $7,954.44 to reimburse you for the cost of such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you will be $13,023.35. Information regarding your right to elect health care continuation coverage Company’s obligations under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six (6) months, provided that you initiate the Services with LHH within sixty (60) calendar days following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Date, the Services will no longer be availableCOBRA. E. Nothing in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date Date, under any Company 401(k) or employee welfare benefit plan plan, or any Company option or restricted share agreements, and you shall remain fully entitled to all such benefits, if any, in accordance with the terms of the applicable planplan or agreement. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks 30 days following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with Company policy through the Separation Date. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits). H. To avoid imposition of the 20% tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended, the payment described in Clause A hereof shall be deferred until the earlier of the six month anniversary of your Separation Date and such other date after the Effective Date you request such payment be made (the “Suspension Period”). Such payment shall be paid to you in a lump sum as soon as reasonably practicable after the end of the Suspension Period. Initialed by Xxxxx Xxxxxx: /s/ WI I. Notwithstanding anything to the contrary contained in this Agreement, your January 30, 2004 Employment Agreement, your January 30, 2004 Non-Competition Agreement (the “Non-Compete Agreement”) or any other agreement, you shall not be prohibited from engaging in, or providing assistance to, any person, entity or business (including any person, entity or business that competes with the Company or its affiliates) after December 31, 2006, subject to your compliance with Section 8 hereof. J. From and after your Separation Date, you shall continue to be entitled to indemnification in accordance with the terms of the Company’s Certificate of Incorporation and Bylaws (as in effect on the date hereof) and any other arrangement or agreement in effect on the date hereof that provides similar rights. K. The Company shall reimburse you for attorney’s fees incurred by you in connection with the negotiation and implementation of this Agreement, up to a maximum amount of $20,000. L. During the 90-day period following your Separation Date, you shall continue to participate in the Company’s employee discount purchase program.

Separation Pay and Other Benefits. A. Provided you: (i) sign, comply with, and do not revoke this Agreement; and (ii) sign, comply with, and do not revoke the Certificate attached as Exhibit A (the “Certificate”) hereto after the Separation Date but no later than twenty-one days after the Separation Date: (a) The Company will shall pay you an amount equal to the sum of (i) your annual base salary at the rate in effect as of the Separation Date; and (b) your target bonus for the calendar year 2022 (collectively, the “Severance Pay”). The Severance Pay shall be paid in substantially equal installments in accordance with the Company’s payroll practices for a separation/transition lump sum period of twelve (12) months (the “Severance Period”), beginning on the first payroll date after the Certificate Effective Date. The Company shall make deductions, withholdings and tax reports with respect to the Severance Pay that it reasonably determines to be required. (b) Subject to your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly COBRA premium to continue coverage for you and your eligible dependents under the Company’s group healthcare plan until the earlier of (“Special Payment”i) equivalent the end of the Severance Period, (B) the date that you become eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your health continuation rights under COBRA; provided, however, that if the Company reasonably and in good faith determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), you will no longer be entitled to this benefit. (c) On the Certificate Effective Date, all outstanding and unvested Equity Awards currently held by you shall become fully vested and exercisable and, any Options held by you and any other equity award that may involve exercise shall remain exercisable for a period of one (1) year following the date you are no longer an Eligible Participant as defined under the terms of your current base salary Equity Awards, but in no event later than the original expiration date of such Option or other equity award that may involve exercise, notwithstanding separation from Company service. For avoidance of doubt, all shares of Company common stock that are issuable to you in connection with the full vesting described in the previous sentence under each of your Restricted Stock Unit Agreements (Performance Vested) and Restricted Stock Unit Agreements (Time Vested) shall be issued to you, subject to applicable withholding, on the Certificate Effective Date. (d) You will remain eligible to receive a total Special Payment amount discretionary bonus for the calendar year 2022, which shall be determined as follows: 50% based on recommendation of $360,000.00the CEO and 50% based on Adjusted EBITDA achievement (the “2022 Bonus”), less legally required withholdings and deductions. The Special Payment will 2022 Bonus shall be made within fifteen days after paid on the Effective Date earlier of (as defined below). B. Should A) the Company make any quarterly bonus distributions for Q1 2006 under Gateway’s 2006 bonus planfirst date on which 2022 annual bonus(es) are paid to then current executive officers of the Company, or (B) March 15, 2023. For the avoidance of doubt, you will receive any amounts which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will shall not be eligible to participate in any subsequent quarterly bonus distributions and will not or receive any additional compensation awards under the Company’s annual distribution for 2006. C. Your Company-provided group health insurance will end on April 30, 2006. If you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”) after April 30, 2006, you will be responsible for the premiums for such coverage. However, in conjunction with the payment of the Special Payment, you will also receive a net payment of $7,954.44 to reimburse you for the cost of such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you will be $13,023.35. Information regarding your right to elect health care continuation coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six (6) months, provided that you initiate the Services with LHH within sixty (60) calendar days Long Term Incentive Program following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Date, the Services will no longer be available. E. Nothing in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date under any Company 401(k) or employee welfare benefit plan and you shall remain fully entitled to all such benefits, if any, in accordance with the terms of the applicable plan. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with Company policy through the Separation Date. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits).

Separation Pay and Other Benefits. A. The After the Company’s timely receipt of the Agreement and the Supplemental Release Agreement signed by you and after your return of all Company property as set forth in Section 4 below (the first day after all such conditions have been met will be the “Effective Date”), the Company shall provide you with the payments and benefits described below. For the avoidance of doubt, the Company’s timely receipt of an executed copy of this Agreement and the Supplemental Release Agreement is an express condition to your eligibility to receive the payments and benefits described in this Section 3 below. Moreover, your right to receive the benefits described below is subject to your continuing to satisfy through the Termination Date the eligibility requirements set forth in Sections 2.1, 2.2 and 3.3 of the Tripadvisor, Inc. Executive Severance Plan and Summary Plan Description (the “Plan”). You agree that the separation pay and benefits are above and beyond any payments otherwise owed to you under the terms of your employment with the Company and are not required by law. (a) Subject to the offset conditions set forth in Section 8 below, the Company shall pay you a separation/transition lump sum twelve (12) months of your regular base salary in effect on January 8, 2022, less applicable withholding taxes or other similar governmental payments or charges, as required, on the Company’s regular pay schedule, for the period of March 1, 2022 through February 28, 2023. This payment is hereafter referred to as the Severance Payment. You expressly acknowledge and agree that the Severance Payment is in lieu of the salary continuation payments to which you would otherwise be entitled under the Plan. (b) Consistent with Section 3.1 of the Plan, if you are eligible under the federal law known as COBRA and the Company’s group health plans to elect continued group health plan coverage (“Special PaymentEligible”) equivalent to one (1) year of your current base salary (a total Special Payment amount of $360,000.00), less legally required withholdings and deductions. The Special Payment will be made within fifteen days after you timely elect such coverage, then for a period of twelve (12) months, provided you remain Eligible (the Effective Date (as defined below“Eligibility Period”). B. Should the Company make any quarterly bonus distributions for Q1 2006 under Gateway’s 2006 bonus plan, you will receive any amounts which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will not be eligible entitled to participate in any subsequent quarterly bonus distributions those plans or a similar plan if those plans cease to exist, to the same extent you were participating as of the Termination Date and you will not receive any additional compensation only be required to pay the premium contribution required from active employees of the Company under the annual distribution for 2006. C. Your Company-provided applicable group health insurance will end on April 30, 2006plan. If you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”) after April 30, 2006, you The Company will be responsible for the premiums for such coverage. However, in conjunction with the payment balance of the Special Paymentpremium during the Eligibility Period, provided you will also receive pay your portion of the premium in a net payment of $7,954.44 to reimburse you for the cost of timely manner and provided further that no such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you premium payments will be $13,023.35made by the Company following your death or the effective date of your coverage by a group health plan of a subsequent employer. Information regarding At the end of the Eligibility Period (or your right to elect health care continuation earlier death or coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm by a group plan of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six (6) months, provided that you initiate the Services with LHH within sixty (60) calendar days following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Datesubsequent employer), the Services Company will no longer be available.obligated to pay premiums as described, and group health plan coverage will be continued only to the extent required by COBRA and the Company’s group health plans and only to the extent you timely pay the full premium amount required for continuation of group health or dental plan coverage. Xxxxxxx Xxxxxx November 16, 2021 E. Nothing (c) Subject to the approval of the Compensation Committee of the Board of Directors of Tripadvisor, Inc., the Company shall consider in this Agreement shall constitute a waiver good faith the payment of an annual bonus based on actual performance for 2021. If such bonus is paid, it will be calculated in the same manner as 2021 earned corporate bonuses are calculated for Tripadvisor employees generally. If such bonus is paid, the bonus payment, less required withholding taxes or other similar governmental payments or charges, will be made at the same time that the 2021 earned corporate bonuses are paid to Tripadvisor employees generally. You specifically acknowledge and agree that the Company has made no representations regarding the tax consequences of any amounts and benefits which are already vested as of you receive pursuant to this Agreement. You agree to pay all taxes and/or tax assessments due to be paid by you, and to indemnify the Separation Date under any Company 401(k) or employee welfare benefit plan and you shall remain fully entitled to all such benefits, if any, in accordance with the terms of the applicable plan. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with Company policy through the Separation Dateclaims, costs and/or penalties caused by your failure to pay such taxes and/or tax assessments. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits).

Separation Pay and Other Benefits. A. The Company will pay you a separation/transition lump sum payment Provided you: (i) sign, comply with, and do not revoke this Agreement; (ii) sign the Certificate attached as Exhibit A (the “Special PaymentCertificate”) equivalent to hereto after the Separation Date but no later than twenty-one (1) year of your current base salary (a total Special Payment amount of $360,000.00), less legally required withholdings and deductions. The Special Payment will be made within fifteen days after the Separation Date, and thereafter comply with and not revoke the Certificate; and (iii) sign the Consulting Agreement attached as Exhibit B hereto: (a) The Company shall pay you an amount equal to the sum of (i) your annual base salary at the rate in effect as of the Separation Date; and (b) your target bonus for the calendar year 2023 (collectively, the “Severance Pay”). The Severance Pay shall be paid in substantially equal installments in accordance with the Company’s payroll practices for a period of twelve (12) months (the “Severance Period”), beginning on the first payroll date after the Certificate Effective Date (as defined belowin the Certificate). The Company shall make deductions, withholdings and tax reports with respect to the Severance Pay that it reasonably determines to be required. B. Should (b) Subject to your proper election to receive benefits under COBRA, the Company make shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly COBRA premium to continue coverage for you and your eligible dependents under the Company’s group healthcare plan until the earlier of (i) the end of the Severance Period, (B) the date that you become eligible for group medical plan benefits under any quarterly bonus distributions for Q1 2006 other employer’s group medical plan; or (C) the cessation of your health continuation rights under Gateway’s 2006 bonus planCOBRA; provided, however, that if the Company reasonably and in good faith determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), you will receive any amounts which would have otherwise been payable no longer be entitled to you had you remained a Gateway employee on the date of distribution. You will not be eligible to participate in any subsequent quarterly bonus distributions and will not receive any additional compensation under the annual distribution for 2006this benefit. C. Your Company-provided group health insurance will end on April 30(c) On the Certificate Effective Date, 2006. If all outstanding and unvested Equity Awards currently held by you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984shall become fully vested and exercisable and, as amended (“COBRA”) after April 30, 2006, any Options held by you will be responsible for the premiums for such coverage. However, in conjunction with the payment of the Special Payment, you will also receive a net payment of $7,954.44 to reimburse you for the cost of such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you will be $13,023.35. Information regarding your right to elect health care continuation coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm of Xxx Xxxxx Xxxxxxxx (“LHH”) and any other equity award that may involve exercise shall remain exercisable for a period of six twelve (612) months, provided that you initiate the Services with LHH within sixty (60) calendar days following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days months following the Separation Date, but in no event later than the Services will no longer be available. E. Nothing original expiration date of such Option or other equity award that may involve exercise, notwithstanding separation from Company service. For avoidance of doubt, all shares of Company common stock that are issuable to you in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date under any Company 401(k) or employee welfare benefit plan and you shall remain fully entitled to all such benefits, if any, in accordance connection with the terms full vesting described in the previous sentence under each of your Restricted Stock Unit Agreements shall be issued to you, subject to applicable withholding, on the applicable plan. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with Company policy through the Separation Certificate Effective Date. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits).

Separation Pay and Other Benefits. A. The After the Company’s timely receipt of the Agreement and the Supplemental Release Agreement signed by you and the expiration of the 7-day revocation periods without timely and effective revocation by you, and after your return of all Company property as set forth in Section 3 below (the first day after all such conditions have been met will be the “Effective Date”), the Company shall provide you with the payments and benefits described below. For the avoidance of doubt, the Company’s timely receipt of an executed and unrevoked copy of this Agreement and the Supplemental Release Agreement is an express condition to your eligibility to receive the payments and benefits described in this Section 2 below. Moreover, your right to receive the payments and benefits is subject to your continuing to satisfy through the Termination Date the eligibility requirements set forth in Sections 2.1, 2.2 and 3.3 of the Tripadvisor, Inc. Executive Severance Plan and Summary Plan Description (the “Plan”). You agree that the separation pay and benefits are above and beyond any payments otherwise owed to you under the terms of your employment with the Company and are not required by law. (a) Consistent with Section 3.1 of the Plan, but subject to the offset conditions set forth in Section 10 of the Plan, the Company shall pay you a separation/transition lump sum payment twelve (12) months of your regular base salary, less applicable withholding taxes or other similar governmental payments or charges, as required, on the Company’s regular pay schedule, for the period of April 2, 2023 through April 1, 2024. (b) Consistent with Section 3.1 of the Plan, if you are eligible under the federal law known as COBRA and the Company’s group health plans to elect continued group health plan coverage (“Special PaymentEligible”) equivalent to one (1) year of your current base salary (a total Special Payment amount of $360,000.00), less legally required withholdings and deductions. The Special Payment will be made within fifteen days after you timely elect such coverage, then for a period of twelve (12) months, provided you remain Eligible (the Effective Date (as defined below“Eligibility Period”). B. Should the Company make any quarterly bonus distributions for Q1 2006 under Gateway’s 2006 bonus plan, you will receive any amounts which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will not be eligible entitled to participate in any subsequent quarterly bonus distributions those plans or a similar plan if those plans cease to exist, to the same extent you were participating as of the Termination Date and you will not receive any additional compensation only be required to pay the premium contribution required from active employees of the Company under the annual distribution for 2006. C. Your Company-provided applicable group health insurance will end on April 30, 2006plan. If you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”) after April 30, 2006, you The Company will be responsible for the premiums for such coverage. However, in conjunction with the payment balance of the Special Paymentpremium during the Eligibility Period, provided you will also receive pay your portion of the premium in a net payment of $7,954.44 to reimburse you for the cost of timely manner and provided further that no such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you premium payments will be $13,023.35made by the Company following your death or the effective date of your coverage by a group health plan of a subsequent employer. Information regarding At the end of the Eligibility Period (or your right to elect health care continuation earlier death or coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm by a group plan of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six (6) months, provided that you initiate the Services with LHH within sixty (60) calendar days following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Datesubsequent employer), the Services Company will no longer be availableobligated to pay premiums as described, and group health plan coverage will be continued only to the extent required by COBRA and the Company’s group health plans and only to the extent you timely pay the full premium amount required for continuation of group health or dental plan coverage. E. Nothing (c) Your equity awards, as set forth in this Agreement shall constitute a waiver of any benefits which Exhibit B, that are already vested based on, or in the form of, Tripadvisor, Inc. equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”), that are time-based and that are outstanding and unvested as of the Separation Date under any Company 401(k) or employee welfare benefit plan Termination Date, but that would have vested from April 2, 2023 through April 1, 2024 had your employment continued through this period, shall accelerate and you shall remain fully entitled to all such benefits, if any, vest as of the Termination Date. The restricted stock units will settle in accordance with the terms of the applicable planTripadvisor, Inc. Restricted Stock Unit Agreement. F. Your final expense report for any outstanding reimbursable expenses must be received no later than two weeks following (d) Nonqualified stock options that have vested as of the Separation Termination Date. Gateway will reimburse you for business mileage and expenses incurred in accordance , including those with Company policy through the Separation Date. G. Other than the amounts accelerated vesting as set forth in Section 2(c), shall remain exercisable through the date that is the earlier of (1) the date that is eighteen (18) months following the Termination Date or (2) the expiration date of the relevant stock option. You specifically acknowledge and agree that the Company has made no representations regarding the tax consequences of any amounts and benefits you receive pursuant to this Agreement, you are not eligible for. You agree to pay all taxes and/or tax assessments due to be paid by you, and will not receiveto indemnify the Company for any claims, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement costs and/or other employee benefits)penalties caused by your failure to pay such taxes and/or tax assessments.

Separation Pay and Other Benefits. A. Provided you sign, comply with, and do not revoke this Agreement: (a) The Company will shall pay you an amount equal to the sum of (i) your annual base salary at the rate in effect as of the Separation Date ($733,048.00); and (b) your target bonus for the calendar year 2023, which shall be the same target as for the calendar year 2022 (two (2) times your annual base salary at the rate in effect as of the Separation Date) (collectively, the “Severance Pay”). The Severance Pay shall be paid in substantially equal installments in accordance with the Company’s payroll practices for a separation/transition lump sum period of twelve (12) months (the “Severance Period”), beginning on the first payroll date after the Effective Date. The Company shall make deductions, withholdings and tax reports with respect to the Severance Pay that it reasonably determines to be required. (b) Subject to your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly COBRA premium to continue coverage for you and your eligible dependents under the Company’s group healthcare plan until the earlier of (“Special Payment”i) equivalent the end of the Severance Period, (B) the date that you become eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your health continuation rights under COBRA; provided, however, that if the Company reasonably and in good faith determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), you will no longer be entitled to this benefit. (c) All outstanding and unvested Equity Awards currently held by you shall become fully vested and exercisable and, with respect to any Options held by you, those Options shall remain exercisable for the longer of either (i) a period of one (1) year following the date you are no longer an Eligible Participant as defined under the terms of your current base salary Equity Awards, or (a total Special Payment amount of $360,000.00), less legally required withholdings and deductions. The Special Payment will be made within fifteen days after the Effective Date (as defined below). B. Should ii) should you continue to provide service to the Company make any quarterly bonus distributions for Q1 2006 under Gateway’s 2006 bonus planin a consulting or like capacity, you will receive any amounts which would have otherwise been payable to you had you remained a Gateway employee on the date of distribution. You will not be eligible to participate in any subsequent quarterly bonus distributions and will not receive any additional compensation under the annual distribution for 2006. C. Your Company-provided group health insurance will end on April 30, 2006. If you desire continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”) after April 30, 2006, you will be responsible for the premiums for such coverage. However, in conjunction with the payment of the Special Payment, you will also receive a net payment of $7,954.44 to reimburse you for the cost of such coverage through October 31, 2006. The $7,954.44 net payment is the after-tax amount you will receive; the actual (grossed up) amount paid to you will be $13,023.35. Information regarding your right to elect health care continuation coverage under COBRA will be provided to you shortly. D. The Company will pay for job placement services (“Services”) through the firm of Xxx Xxxxx Xxxxxxxx (“LHH”) for a period of six one (61) months, provided that you initiate the Services with LHH within sixty (60) calendar days year following the Separation Date. If you fail to initiate the Services within sixty (60) calendar days following the Separation Datecessation of such service, the Services will but in no longer be available. E. Nothing in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date under any Company 401(k) or employee welfare benefit plan and you shall remain fully entitled to all such benefits, if any, in accordance with the terms of the applicable plan. F. Your final expense report for any outstanding reimbursable expenses must be received no event later than two weeks following the Separation Date. Gateway will reimburse you for business mileage and expenses incurred in accordance with original expiration date of such Option or other equity award that may involve exercise, notwithstanding separation from Company policy through the Separation Dateservice. G. Other than the amounts set forth in this Agreement, you are not eligible for, and will not receive, any other compensation or benefit following the Separation Date (including, but not limited to, bonuses, incentives, stock option grants, vacation, sick pay, insurance (including disability and life), expense reimbursement and/or other employee benefits).