Common use of Termination by the Company without Cause or Resignation by Executive for Good Reason Clause in Contracts

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason then, subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement: (ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason then, subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement: (i) In the event that Executive is terminated without Cause or resigns for Good Reason at any time between the Commencement Date and December 31, 2007, the Company shall pay Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year and the fiscal year following the Termination Year (the “Following Year”), payable in accordance with the Company’s usual bonus payment schedule, and (C) Base Salary and Continued Benefits for a period of two years following the Termination Date, payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company; (ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive the Accrued Rights. In addition to Accrued Rights, and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the Company ("Release”), and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his 's continued compliance with the Non-Competition Agreementprovisions of Section 8 of this Agreement (to the extent expressly applicable after the Term), Executive shall receive: 7.4.1. an amount (ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1“WCGR Payment”), 2008 and December 31, 2009, the Company which shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, be payable in accordance with the Companya lump sum without discount ten (10) days after receipt of Executive’s usual bonus payment scheduletimely signed Release; provided that, (C) Base Salary and Continued Benefits for a period of 12 months following if the Termination Date is less than seventy (except if such Termination Date is 70) days prior to a calendar year end, the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits payment shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between made no earlier than January 1 of the Following Year and following calendar year. The WCGR Payment shall be equal to three (3) times the 12 month anniversary average of the Termination DateExecutive’s "Annual Compensation” over the last three full calendar years ending prior to the termination date. “Annual Compensation” for each calendar year means the sum of Executive’s Base Salary and Annual Bonus with respect to that calendar year. Annual Compensation does not include the value of equity awards issued under the Plan for long-term or one-time grants, payable outperformance plans, or other similar compensation. The only equity awards included in accordance with Annual Compensation shall be those made at the Company’s usual bonus payment scheduleoption in lieu of cash as part of Executive’s Annual Bonus. In calculating Annual Compensation, and the value of any equity (Eincluding stock or LTIPs) shall be its face value on the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”date of grant.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) an amount, payable in a lump sum without discount within 30 days of the date of termination (subject to Section 6.6), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. Notwithstanding the foregoing, in calculating any amount payable pursuant to this Section 4.4(a) in the event Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and prior to December 31, 20092007, the Company Target Bonus Amount shall pay be deemed to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through be the Termination Date, payable as soon as practicable following the Termination Date, (B) any average Annual Bonus that is determined to have otherwise been earned with respect to for purposes of Section 4.4(a)(ii). (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the Termination Year, payable time of Executive’s termination are enrolled in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits benefits plans provided for a period of 12 twelve (12) months following the Termination Date (except if such Termination Date is prior Executive’s termination of employment. Such benefits shall be substantially identical to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company benefits maintained for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies other senior executives of the Company, (Dand shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.4 as the result of a Change of Control, termination without cause or termination due to Good Reason, each grant made to Executive pursuant to the OIP or any Annual Bonus similar plan that is determined subject to a time based vesting condition shall become fully vested. Executive shall have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (Ei) thirty days or (ii) the Retention Bonusperiod specified in the grant or award whichever is greater, in which to the extent not already paid in accordance with Section 4(h) above;”execute those rights.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive the Accrued Rights. In addition to Accrued Rights, and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the Company ("Release”), and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his 's continued compliance with the Non-Competition Agreementprovisions of Section 8 of this Agreement (to the extent expressly applicable after the Term), Executive shall receive: 7.4.1 an amount (the “WCGR Payment”), which shall be payable in a lump sum without discount ten (10) days after receipt of Executive’s timely signed Release; provided that, if the Termination Date is less than seventy (70) days prior to a calendar year end, the payment shall be made no earlier than January 1 of the following calendar year. The WCGR Payment shall be equal to three (3) times the average of the Executive’s "Annual Compensation” over the last three full calendar years ending prior to the termination date. “Annual Compensation” for each calendar year means the sum of the following: (i) Executive’s Base Salary and Annual Bonus (whether paid in cash or equity grants) with respect to that calendar year plus (ii) the value of any other awards under the Plan, or any outperformance plans or other similar compensation, which vested in that calendar year. In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009calculating Annual Compensation, the Company value of any equity (including stock or LTIPs) shall pay to Executive (A) be its face value on the date of grant and the value of any accruedoptions, but unpaid, Base Salary the value of out-performance plans and vacation pay through other derivative compensation shall be the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary value of the Commencement Date, portion vesting in which event the Base Salary and Continued Benefits shall be paid year originally calculated by the Company for a its financial statements at the time of grant (assuming the cost is evenly expensed over the vesting period of 24 months following the Termination Date), payable, in the case event of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”a multiyear grant).

Termination by the Company without Cause or Resignation by Executive for Good Reason. If (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment is terminated by the Company without Cause (as defined below) or Executive resigns for Good Reason thenReason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s execution and effectiveness of a general release of claims full compliance with Section 6.1(c) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form attached hereto as Exhibit B of continuation of Executive’s then-current Base Salary for twelve (12) months (the “ReleaseCIC Severance”) ). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and his continued compliance with withholdings; provided, however that no portion of the Non-Competition Agreement:CIC Severance will be paid prior to the Release Effective Date, and any such payments that are otherwise scheduled to be made prior to the Release Effective Date shall instead accrue and be made on the first regular payroll date following the Release Effective Date. (ii) In Provided Executive or Executive’s covered dependents, as the event case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that Executive is terminated without Cause its payment of COBRA, or resigns for Good Reason between January 1state continuation coverage, 2008 premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and December 31Affordable Care Act, 2009as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully-taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period, which Executive may, but is not obligated to, use toward the cost of COBRA premiums. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (A1) any accruedtimes the Annual Bonus for the year in which the termination occurs, calculated to credit Executive with the full Target Percentage, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following the later to occur of Executive’s date of termination or the effective date of the Change in Control, provided that Executive has delivered an effective Release prior to such date, but unpaid, Base Salary and vacation pay through in no event later than March 15 of the Termination Date, payable as soon as practicable year following the Termination Date, year to which the bonus is attributable. (Biv) any Annual Bonus that is determined to have otherwise been earned with respect Notwithstanding anything contained in Executive’s stock option or other equity award agreements to the Termination Yearcontrary and, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date), payableprovided further that, in the case of Base Salarya termination that occurs after a Change in Control, Executive’s equity awards have been continued, assumed or substituted for by the Company or the acquirer or the surviving entity in accordance with such Change in Control, then effective as Executive’s termination date or, if later, the usual payroll policies effective date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date or held by Executive as of the Companyeffective date of the Change in Control (if later than the termination date) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (Dc) any Annual Bonus that Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is determined eligible pursuant to have otherwise been earned with respect to the Following Year prorated Section 6.2(a) above in exchange for the portion of Release are agreed to by the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Dateparties as liquidated damages, payable in accordance with the Company’s usual bonus payment scheduleto serve as full compensation, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Upon termination of Executive’s employment is terminated prior to the expiration of the Term by the Company without Cause (other than for death or Disability) or by Executive resigns for Good Reason (as defined below), then: (i) the Company shall continue to pay Executive the Base Salary through the longer of (x) the end of the Term over the course of the then remaining Term, subject and (y) 12 months following such termination date (such period, the “Salary Continuation Period” and such payments the “Cash Severance Payments” in either case) payable in equal biweekly installments and the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s execution and effectiveness eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) the Company will consider in good faith the payment of a general release annual bonus on a pro rata basis for the year in which the Termination of claims Employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid); (iv) any compensation awards of Executive based on, or in the form attached hereto of, TripAdvisor equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the 12 months following such termination (such period, the “Equity Acceleration Period”) shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) as Exhibit B of the date of such termination of employment; provided that any outstanding Equity Award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the Equity Award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 100 XXXx were granted 1.7 years prior to the date of termination and vested 100% on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and settle); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; and (v) any then vested options of Executive (including options vesting as a result of (iv) above) to purchase TripAdvisor equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options. The expiration of the Term shall not give rise to any payment to Executive or acceleration obligation under this Section 1(d). The payment to Executive of the severance pay or benefits described in Section 1(d) (other than any Accrued Obligations) is contingent upon Executive signing and not revoking a separation and release of the Company and its affiliates in a form substantially similar to that used for senior executives of the Company (the “Release”) ), and his continued Executive’s compliance with the Nonrestrictive covenants set forth in Section 2 (other than any non-Competition Agreement: compliance that is immaterial, does not result in harm to the Company or its affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the Company). The Release shall be delivered by the Company to the Executive within ten (ii10) In days following Executive’s employment termination date and must become effective no later than sixty (60) days following Executive’s employment termination date or such earlier date required by the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009Release (such deadline, the Company “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable but in no event shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay forfeit Equity Awards that had vested through the Termination Datedate of expiration of the Term other than the Equity Awards for which the vesting was accelerated pursuant to Section 1 of these terms and conditions. Upon the Release becoming effective and irrevocable, any payments delayed from the date Executive terminates employment through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable following after the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, Release Deadline and all other amounts will be payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for schedule applicable to each payment or benefit. In the event the termination occurs at a period of 12 months time during the calendar year where the Release could become effective in the calendar year following the Termination Date (except if such Termination Date is prior to the two-calendar year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall Executive’s termination occurs, then any severance payments or benefits that would be considered Deferred Payments (as defined below) will commence to be paid by on the Company for a period of 24 months first payroll date to occur during the calendar year following the Termination Date)calendar year in which such termination occurs, payableor, in if later, the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus Release Deadline. Executive acknowledges and agrees that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, of severance pay and benefits (Eexcept Accrued Obligations) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”constitutes good and valuable consideration for such Release.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If During the Term, the Term of this Agreement and Executive’s 's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, during the Term, Executive resigns for Good Reason thenReason, subject then Executive shall be entitled to receive (a) the Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) an amount equal to two (2) times Executive’s execution 's annual Base Salary at the time of termination and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement: (ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009, the Company shall pay an amount equal to Executive (A) any accruedtwo (2) times Executive's Target Cash Bonus for calendar year 2013 if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, but unpaidor (B) two (2) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, Base Salary and vacation pay through the Termination Date, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Termination DateRelease Effective Date (as defined in Section 4.7). In addition, (B) any Annual Bonus in the event of a termination of employment pursuant to this Section 4.4 during the Term and upon the Compensation Committee's determination, in its reasonable discretion, that is determined to have otherwise been earned with respect the performance goals, conditions or metrics related to the Termination YearCurrent Year LTIP Award have been achieved (which performance goals, payable conditions or metrics may be pro-rated in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary sole discretion of the Commencement Date, in which event Compensation Committee to reflect the Base Salary and Continued Benefits shall be paid period during the then current Performance Period that Executive was actually employed by the Company for or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a period fraction, the numerator of 24 months which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to the preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the Termination Date)determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, payablebut no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, in the case event of Base Salarya termination of employment pursuant to this Section 4.4 during the Term, in accordance with if Executive timely and properly elects continuation coverage under COBRA, then the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated Company shall reimburse Executive for the portion of difference between the Following Year between January 1 of the Following Year monthly COBRA premium paid by Executive for himself and his dependents and the 12 monthly premium amount for such group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (x) the eighteen (18) month anniversary of the Termination Datedate of termination of Executive's employment; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, payable in accordance with the Company’s usual bonus payment scheduleevent of a termination of employment pursuant to this Section 4.4 during the Term, any unvested Long Term Incentive Award (I) that is subject solely to a time-based vesting condition will become vested immediately, and (EII) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the Retention Bonusperiod specified in the grant or award, whichever is greater, to the extent not already paid exercise any rights contained in accordance with Section 4(h) above;”any such grant or award that are subject to exercise by Executive.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) an amount, payable in a lump sum without discount within 30 days of the date of termination (subject to Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. Notwithstanding the foregoing, in calculating any amount payable pursuant to this Section 4.4(a) in the event Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and prior to December 31, 20092007, the Company Target Bonus Amount shall pay be deemed to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through be the Termination Date, payable as soon as practicable following the Termination Date, (B) any average Annual Bonus that is determined to have otherwise been earned with respect to for purposes of Section 4.4(a)(ii). (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the Termination Year, payable time of Executive’s termination are enrolled in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits benefits plans provided for a period of 12 twenty-four (24) months following the Termination Date (except if such Termination Date is prior Executive’s termination of employment. Such benefits shall be substantially identical to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company benefits maintained for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies other senior executives of the Company, (Dand shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.4 as the result of a Change of Control, each grant made to Executive pursuant to the OIP or any Annual Bonus similar plan that is determined subject to a time based vesting condition shall become 100 % vested. Executive shall have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (Ei) thirty days or (ii) the Retention Bonusperiod specified in the grant or award whichever is greater, in which to the extent not already paid in accordance with Section 4(h) above;”execute those rights.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive the Accrued Rights. In addition to Accrued Rights, and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the Company ("Release”), and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his 's continued compliance with the Non-Competition Agreementprovisions of Section 8 of this Agreement (to the extent expressly applicable after the Term), Executive shall receive: 7.4.1. an amount (ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1“WCGR Payment”), 2008 and December 31, 2009, the Company which shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, be payable in accordance with the Companya lump sum without discount ten (10) days after receipt of Executive’s usual bonus payment scheduletimely signed Release; provided that, (C) Base Salary and Continued Benefits for a period of 12 months following if the Termination Date is less than seventy (except if such Termination Date is 70) days prior to a calendar year end, the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits payment shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between made no earlier than January 1 of the Following Year and following calendar year. The WCGR Payment shall be equal to two (2) times the 12 month anniversary average of the Termination DateExecutive’s "Annual Compensation” over the last three full calendar years ending prior to the termination date. “Annual Compensation” for each calendar year means the sum of Executive’s Base Salary and Annual Bonus with respect to that calendar year. Annual Compensation does not include the value of equity awards issued under the Plan for long-term or one-time grants, payable outperformance plans, or other similar compensation. The only equity awards included in accordance with Annual Compensation shall be those made at the Company’s usual bonus payment scheduleoption in lieu of cash as part of Executive’s Annual Bonus. In calculating Annual Compensation, and the value of any equity (Eincluding stock or LTIPs) shall be its face value on the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”date of grant.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive Executive’s obligations to provide services to the Company during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights; plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2 based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company within fifty (50) days following Executive’s termination of employment (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) An amount, payable in a lump sum without discount on the sixtieth (60th)[1] day following Executive’s date of termination (subject to Section 6.20), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that on the date of termination there are less than three full calendar years of the Term completed by Executive in the role set forth in Section 2 Duties of this Agreement, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) Continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s medical benefits plans, for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be substantially identical to the benefits maintained for active senior executives of the Company, and shall be contingent upon Executive or Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums, and any co-insurance, co-pay and other employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its Subsidiaries to provide continuation of benefits under COBRA for such period and that the Company may require Executive to make a timely election of COBRA coverage, and may satisfy its obligations under this Section 4.4(b) by paying any applicable COBRA premiums or causing such premiums to be paid for a period of up to twelve (12) months following Executive’s termination of employment. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall cease if, during such period, Executive (or Executive’s eligible dependents) fail to pay the applicable employee portion of such premiums, or Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. The Company may, in its discretion, include the employer-paid cost of such medical coverage in Executive’s taxable income. Notwithstanding the foregoing, if the Company's providing coverage or making payments under this Section 4.4(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.4(b) in such manner as is necessary to comply with the ACA. (c) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1of a termination of employment pursuant to this Section 4.4, 2008 and December 31, 2009, the Company shall pay each grant made to Executive pursuant to the OIP or any similar equity compensation plan (Ai) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined subject solely to have otherwise been earned with respect to a time based vesting condition shall become 100% vested; and (ii) that vests based on the Termination Year, payable attainment of performance goals shall remain outstanding and shall vest or be forfeited in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary terms of the Commencement Dateapplicable award agreement. Executive shall have (x) thirty days following termination of Executive’s employment or (y) the period specified in the grant or award, whichever is greater, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, to exercise (Dif applicable) any Annual Bonus vested awards; provided that is determined to have otherwise been earned with respect to in no event shall such exercise period be extended past the Following Year prorated for date the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”grant or award expires by its terms.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Upon termination of Executive’s employment is terminated prior to the expiration of the Term by the Company without Cause (other than for death or Disability) or by Executive resigns for Good Reason (as defined below), then: (i) the Company shall continue to pay Executive the Base Salary through the longer of (x) the end of the Term over the course of the then remaining Term, subject and (y) 12 months following such termination date (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments” in either case) payable in equal biweekly installments and the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s execution and effectiveness eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) the Company will consider in good faith the payment of a general release annual bonus on a pro rata basis for the year in which the Termination of claims Employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid); (iv) any compensation awards of Executive based on, or in the form attached hereto of, TripAdvisor equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the 12 months following such termination (such period, the “Equity Acceleration Period”) shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) as Exhibit B of the date of such termination of employment; provided that any outstanding Equity Award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the Equity Award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 100 XXXx were granted 1.7 years prior to the date of termination and vested 100% on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and settle); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; and (v) any then vested options of Executive (including options vesting as a result of (iv) above) to purchase TripAdvisor equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options. The expiration of the Term shall not give rise to any payment to Executive or acceleration obligation under this Section 1(d). The payment to Executive of the severance pay or benefits described in Section 1(d) (other than any Accrued Obligations) is contingent upon Executive signing and not revoking a separation and release of the Company and its affiliates in a form substantially similar to that used for senior executives of the Company (the “Release”) ), and his continued Executive’s compliance with the Nonrestrictive covenants set forth in Section 2 (other than any non-Competition Agreement: compliance that is immaterial, does not result in harm to the Company or its affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the Company). The Release shall be delivered by the Company to the Executive within ten (ii10) In days following Executive’s employment termination date and must become effective no later than sixty (60) days following Executive’s employment termination date or such earlier date required by the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009Release (such deadline, the Company “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable but in no event shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay forfeit Equity Awards that had vested through the Termination Datedate of expiration of the Term other than the Equity Awards for which the vesting was accelerated pursuant to Section 1 of these terms and conditions. Upon the Release becoming effective and irrevocable, any payments delayed from the date Executive terminates employment through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable following after the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, Release Deadline and all other amounts will be payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for schedule applicable to each payment or benefit. In the event the termination occurs at a period of 12 months time during the calendar year where the Release could become effective in the calendar year following the Termination Date (except if such Termination Date is prior to the two-calendar year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall Executive’s termination occurs, then any severance payments or benefits that would be considered Deferred Payments (as defined below) will commence to be paid by on the Company for a period of 24 months first payroll date to occur during the calendar year following the Termination Date)calendar year in which such termination occurs, payableor, in if later, the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus Release Deadline. Executive acknowledges and agrees that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, of severance pay and benefits (Eexcept Accrued Obligations) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”constitutes good and valuable consideration for such Release.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of her serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) an amount, payable in a lump sum without discount within 30 days of the date of termination (subject to Section 6.6), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. Notwithstanding the foregoing, in calculating any amount payable pursuant to this Section 4.4(a) in the event Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and prior to December 31, 20092007, the Company Target Bonus Amount shall pay be deemed to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through be the Termination Date, payable as soon as practicable following the Termination Date, (B) any average Annual Bonus that is determined to have otherwise been earned with respect to for purposes of Section 4.4(a)(ii). (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the Termination Year, payable time of Executive’s termination are enrolled in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits benefits plans provided for a period of 12 twelve (12) months following the Termination Date (except if such Termination Date is prior Executive’s termination of employment. Such benefits shall be substantially identical to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company benefits maintained for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies other senior executives of the Company, (Dand shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.4 as the result of a Change of Control, termination without cause or termination due to Good Reason, each grant made to Executive pursuant to the OIP or any Annual Bonus similar plan that is determined subject to a time based vesting condition shall become fully vested. Executive shall have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (Ei) thirty days or (ii) the Retention Bonusperiod specified in the grant or award whichever is greater, in which to the extent not already paid in accordance with Section 4(h) above;”execute those rights.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2 based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) an amount, payable in a lump sum without discount on the thirtieth (30th) day following the Executive’s date of termination (subject to Section 6.20), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans, for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company, and shall be contingent upon Executive or the Excutive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. (c) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1of a termination of employment pursuant to this Section 4.4, 2008 and December 31, 2009, the Company shall pay each grant made to Executive (A) pursuant to the OIP or any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus similar plan that is determined subject to a time based vesting condition shall become 100 % vested. Executive shall have otherwise been earned with respect to (i) thirty days or (ii) the Termination Year, payable period specified in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date grant or award whichever is prior to the two-year anniversary of the Commencement Dategreater, in which to exercise those rights; provided that in no event shall such exercise period be extended past the Base Salary and Continued Benefits shall be paid date the grant or award expires by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”its terms.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Upon termination of Executive’s employment is terminated prior to the expiration of the Term by the Company without Cause (other than for death or Disability) or by Executive resigns for Good Reason (as defined below), then: (i) the Company shall continue to pay Executive the Base Salary through the longer of (x) the end of the Term over the course of the then remaining Term, subject and (y) 12 months following such termination date (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments” in either case) payable in equal biweekly installments and the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s execution eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) the Company will consider in good faith the payment of an annual bonus on a pro rata basis for the year in which the Termination of Employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and effectiveness based on the number of days of employment during such year relative to 365 days (payable in a general lump sum at the time such annual bonus would otherwise have been paid); provided that if any such termination occurs after the Compensation Committee has approved an annual cash bonus but prior to the payment thereof, the Company shall pay Executive such approved bonus amount, to be made in the ordinary course with other senior executives of the Company; (iv) any Equity Awards that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the 12 months following such termination (such period, the “Equity Acceleration Period”) shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) as of the date of such termination of employment; provided that any outstanding Equity Award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the Equity Award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested 100% on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and settle); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; and (v) any then vested options of Executive (including options vesting as a result of (iv) above) to purchase TripAdvisor equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options. The expiration of the Term shall not give rise to any payment to Executive or acceleration obligation under this Section 1(d). The payment to Executive of the severance pay or benefits described in Section 1(d) (other than any Accrued Obligations) is contingent upon Executive signing and not revoking a separation and release of claims the Company and its affiliates in a form substantially similar to that used for senior executives of the form attached hereto as Exhibit B Company (the “Release”) ), and his continued Executive’s compliance with the Nonrestrictive covenants set forth in Section 2 (other than any non-Competition Agreement: compliance that is immaterial, does not result in harm to the Company or its affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the Company). The Release shall be delivered by the Company to the Executive within ten (ii10) In days following Executive’s employment termination date and must become effective no later than sixty (60) days following Executive’s employment termination date or such earlier date required by the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009Release (such deadline, the Company “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable but in no event shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay forfeit Equity Awards that had vested through the Termination Datedate of expiration of the Term other than the Equity Awards for which the vesting was accelerated pursuant to Section 1 of these terms and conditions. Upon the Release becoming effective and irrevocable, any payments delayed from the date Executive terminates employment through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable following after the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, Release Deadline and all other amounts will be payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for schedule applicable to each payment or benefit. In the event the termination occurs at a period of 12 months time during the calendar year where the Release could become effective in the calendar year following the Termination Date (except if such Termination Date is prior to the two-calendar year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall Executive’s termination occurs, then any severance payments or benefits that would be considered Deferred Payments (as defined below) will commence to be paid by on the Company for a period of 24 months first payroll date to occur during the calendar year following the Termination Date)calendar year in which such termination occurs, payableor, in if later, the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus Release Deadline. Executive acknowledges and agrees that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, of severance pay and benefits (Eexcept Accrued Obligations) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”constitutes good and valuable consideration for such Release.

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive the Accrued Rights. In addition to Accrued Rights, and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the Company ("Release”), and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his 's continued compliance with the Non-Competition Agreementprovisions of Section 8 of this Agreement (to the extent expressly applicable after the Term), Executive shall receive: 7.4.1 an amount (the “WCGR Payment”), which shall be payable in a lump sum without discount ten (10) days after receipt of Executive’s timely signed Release; provided that, if the Termination Date is less than seventy (70) days prior to a calendar year end, the payment shall be made no earlier than January 1 of the following calendar year. The WCGR Payment shall be equal to two (2) times the average of the Executive’s "Annual Compensation” over the last three full calendar years ending prior to the termination date. “Annual Compensation” for each calendar year means the sum of the following: (i) Executive’s Base Salary and Annual Bonus (whether paid in cash or equity grants) with respect to that calendar year plus (ii) the value of any other awards under the Plan, or any outperformance plans or other similar compensation, which vested in that calendar year. In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009calculating Annual Compensation, the Company value of any equity (including stock or LTIPs) shall pay to Executive (A) be its face value on the date of grant and the value of any accruedoptions, but unpaid, Base Salary the value of out-performance plans and vacation pay through other derivative compensation shall be the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary value of the Commencement Date, portion vesting in which event the Base Salary and Continued Benefits shall be paid year originally calculated by the Company for a its financial statements at the time of grant (assuming the cost is evenly expensed over the vesting period of 24 months following the Termination Date), payable, in the case event of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”a multiyear grant).

Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason thenReason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (A) actual performance for such fiscal year, as determined at the end of such fiscal year and (B) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company, and subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:provisions of Section 5 of this Agreement (to the extent expressly applicable after the Term): (a) an amount, payable in a lump sum without discount within 30 days of the date of termination (subject to Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus actually earned and paid for the last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. Notwithstanding the foregoing, in calculating any amount payable pursuant to this Section 4.4(a) in the event Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and prior to December 31, 20092007, the Target Bonus Amount shall be deemed to be the average Annual Bonus for purposes of Section 4.4(a)(ii). (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plans provided for a period of twenty-four (24) months following Executive’s termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company, and shall be contingent upon Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.4(b) shall pay cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.4 as the result of a Change of Control, each grant made to Executive (A) pursuant to the OIP or any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus similar plan that is determined subject to have otherwise been earned with respect to the Termination Year, payable a time based vesting condition shall become vested (i) in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary terms of the Commencement Dategrant or award, or (ii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which event to execute those rights. If Executive’s termination of employment pursuant to this Section 4.4 is the Base Salary and Continued Benefits result of a Change of Control that occurs prior to Executive receiving (a) equity based incentive grants pursuant to Section 3.3 with respect to underlying shares valued at an amount greater than or equal to $1.7 million at the time of the grant or (b) similar equity based incentive grants of at least such amount that vest upon a Change of Control, then Executive shall be paid entitled to an additional payment of $1.7 million. In the event that it shall be determined, based upon the advice of the independent public accountants for the Company, that all or any portion of such additional payment constitutes an “excess parachute payment” subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall make a further payment to Executive in an amount equal to fifty percent (50%) of such excise tax imposed on such additional payment (but not any excise tax imposed on the further payment made by the Company for a period of 24 months following the Termination Datepursuant to this sentence), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Upon termination of Executive’s employment is terminated prior to the expiration of the Term by the Company without Cause (other than for death or Disability) or by Executive resigns for Good Reason (as defined below), then: (i) the Company shall continue to pay Executive the Base Salary through the longer of (x) the end of the Term over the course of the then remaining Term, subject and (y) 12 months following such termination date (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments” in either case) payable in equal biweekly installments and the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s execution eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) the Company will consider in good faith the payment of an annual bonus on a pro rata basis for the year in which the Termination of Employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and effectiveness based on the number of days of employment during such year relative to 365 days (payable in a general release lump sum at the time such annual bonus would otherwise have been paid), provided that if any such termination occurs after the Compensation Committee has approved an annual cash bonus but prior to the payment thereof, the Company shall pay Executive such approved bonus amount, to be made in the ordinary course with other senior executives of claims the Company; (iv) any compensation awards of Executive based on, or in the form attached hereto of, TripAdvisor equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the 12 months following such termination (such period, the “Equity Acceleration Period”) shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) as Exhibit B of the date of such termination of employment; provided that any outstanding Equity Award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the Equity Award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested 100% on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and settle); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Executive (including options vesting as a result of (iv) above) to purchase TripAdvisor equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options. The expiration of the Term shall not give rise to any payment to Executive or acceleration obligation under this Section 1(d). The payment to Executive of the severance pay or benefits described in Section 1(d) (other than any Accrued Obligations) is contingent upon Executive signing and not revoking a separation and release of the Company and its affiliates in a form substantially similar to that used for senior executives of the Company (the “Release”) ), and his continued Executive’s compliance with the Nonrestrictive covenants set forth in Section 2 (other than any non-Competition Agreement: compliance that is immaterial, does not result in harm to the Company or its affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the Company). The Release shall be delivered by the Company to the Executive within ten (ii10) In days following Executive’s employment termination date and must become effective no later than sixty (60) days following Executive’s employment termination date or such earlier date required by the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009Release (such deadline, the Company “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable but in no event shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay forfeit Equity Awards that had vested through the Termination Datedate of expiration of the Term other than the Equity Awards for which the vesting was accelerated pursuant to Section 1 of these terms and conditions. Upon the Release becoming effective and irrevocable, any payments delayed from the date Executive terminates employment through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable following after the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, Release Deadline and all other amounts will be payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for schedule applicable to each payment or benefit. In the event the termination occurs at a period of 12 months time during the calendar year where the Release could become effective in the calendar year following the Termination Date (except if such Termination Date is prior to the two-calendar year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall Executive’s termination occurs, then any severance payments or benefits that would be considered Deferred Payments (as defined below) will commence to be paid by on the Company for a period of 24 months first payroll date to occur during the calendar year following the Termination Date)calendar year in which such termination occurs, payableor, in if later, the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus Release Deadline. Executive acknowledges and agrees that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, of severance pay and benefits (Eexcept Accrued Obligations) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”constitutes good and valuable consideration for such Release.

Termination by the Company without Cause or Resignation by Executive for Good Reason. If Executive’s employment and the Term is terminated by the Company without Cause or Executive resigns for Good Reason thenduring the Term, Executive shall be entitled, in addition to the Accrued Rights and subject to Executive’s execution continued compliance with this Agreement and effectiveness the Equity Agreements, and Executive’s execution, delivery and non-revocation of a general an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with within the Non-Competition Agreement: sixty (ii60) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable day period following the Termination Datedate of the termination of Executive’s employment (the “Release Period”), to continue to (Bi) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits receive for a period commencing on the Termination Date and ending on the second anniversary of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date“Severance Period”), payable, in the case of Executive’s then-current Base Salary, with such amounts to be paid in substantially equal installments in accordance with regular payroll practices, less applicable withholdings and taxes through the usual payroll policies of Severance Period, (ii) participate in the Company’s medical, dental and health plans, at Executive’s cost but at the same rates as apply to active employees for the Severance Period, and (Diii) any receive an amount equal to Executive’s Annual Bonus that is determined to have otherwise been earned with respect to for the Following Year prorated fiscal year in which the Termination Date occurs, based on the actual performance results for such fiscal year and pro-rated for the portion of such fiscal year during which Executive was employed by the Following Year between January 1 of Company (the Following Year and “Pro Rata Bonus”), which Pro Rata Bonus shall be paid on the 12 month anniversary of date that the Termination Date, payable in accordance Annual Bonus would otherwise have been paid had Executive remained employed with the Company. If the Release Period spans two (2) calendar years, then payments that would otherwise have been made prior to the end of the Release Period will be made, after the release becomes irrevocable, in lump sum on the first payroll date that occurs in the second calendar year. The Company agrees that any payments made to Executive under this Section 3.4 will not be subject to mitigation. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s usual bonus payment scheduleconsent: (i) any material diminution in Executive’s title, duties, authority or responsibilities, including Executive no longer reporting only to the Board, (ii) any material reduction in Executive’s Base Salary or Target Bonus opportunity, (iii) a requirement by the Company that Executive relocate more than fifty (50) miles from Los Angeles, California, (iv) a material breach by the Company of any of its other obligations contained in this Agreement or other material agreement between Executive and the Company; or (v) the removal of Executive from the Board by the Company (other than for Cause) or the failure to re-elect Executive to serve on the Board; provided, that Good Reason shall not occur unless Executive shall have (x) given a detailed written notice to the Company of any fact or circumstance believed by Executive to constitute Good Reason within ninety (90) days of the occurrence of such fact or circumstance, and (Ey) given the Retention BonusCompany thirty (30) days therefrom to cure such fact or circumstance and the Company shall have failed to so cure (it being understood that the Company cures the fact or circumstance giving rise to Good Reason, to the extent not already paid in accordance with Section 4(h) above;”notice of Good Reason shall be deemed rescinded and of no force or effect).