Common use of Termination for Cause; Resignation Without Good Reason Clause in Contracts

Termination for Cause; Resignation Without Good Reason. The Company may terminate Executive’s employment under this Agreement with or without Cause at any time and Executive may resign under this Agreement with or without Good Reason at any time. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.

Termination for Cause; Resignation Without Good Reason. The Company may terminate Executive’s employment under this Agreement with (a) In the event that the Executive is discharged for Cause (as defined below) or without Cause at any time and the Executive may resign under this Agreement with or resigns without Good Reason at (as defined below), this Employment Agreement shall be deemed terminated and the Company shall be released from all obligations to the Executive with respect to this Employment Agreement, except for obligations accrued prior to such termination. The foregoing shall not be construed as a limitation of any time. rights or remedies available to the Company with regard to any acts or omissions of the Executive that gave rise to the termination for Cause. (b) As used herein, the term “Cause” shall only mean: (i) a deliberate and intentional breach by the plea Executive of a substantial and material duty and responsibility under this Employment Agreement that is not remedied, if capable of being remedied, within 30 days after receipt of written notice by certified mail return receipt requested from the Company specifying such breach; (ii) the Executive’s conviction of, or pleading guilty or nolo contendere to, or conviction for, any crime constituting a felony offense by Executive; provided, however, that after indictment, in the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiariesjurisdiction involved; (iii) a material breach by the conviction of the Executive of any of the covenants made by Executive in Section 2 hereofcrime involving moral turpitude; or (iv) gross negligence or willful misconduct in the willful or gross neglect by Executive conduct of the material Executive’s duties required by this Agreement; or (v) a knowing willful refusal or inability to perform such duties as may be delegated to the Executive which are consistent with the Executive’s position as in effect just prior to such delegation, and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the such conduct described in clauses (iv) or (v) above, if curable, is not cured corrected by the Executive within 30 days after following receipt by the Executive is provided with of written notice thereof. Upon from the Board of Directors or the Chief Executive Officer, such notice to state with specificity the nature of the breach, failure or refusal, gross negligence or willful misconduct related to the Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by with the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.

Termination for Cause; Resignation Without Good Reason. (a) The Company may terminate the Executive’s employment under this Agreement with or without Cause hereunder at any time and for Cause (as defined in Section 4.1(b)) upon written notice to the Executive. The Executive may voluntarily resign under this Agreement with or from her employment hereunder without Good Reason at any time(as defined in Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to the Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause or constitute Good Reason for purposes of Section 4.3 or otherwise. (b) As used hereinin this Agreement, “Cause” shall meanmeans, as determined by the Board: (i) the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties; (ii) the Executive’s failure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, that, if such failure described in this clause (ii) is susceptible to cure (as determined in the reasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of guilty or nolo contendere toto (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; (iv) the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation against the Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or conviction for, a felony offense by the Executive; provided, however, ’s abuse of alcohol that after indictment, impairs the Company may suspend Executive from Executive’s ability to perform the rendition of services, but without limiting or modifying in any other way the CompanyExecutive’s obligations under this Agreementduties contemplated hereunder; (iivi) a material the Executive’s breach by Executive of a any fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”)including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in Section 5.1) or any other agreement or covenant with the Company or any of its subsidiaries; (iii) a material breach by Executive of any Affiliates, or violation of the covenants made by Executive Company’s code of conduct or other written policy; provided, that, if such breach or violation described in Section 2 hereof; this clause (ivvii) is susceptible to cure (as determined in the willful or gross neglect by Executive reasonable discretion of the material duties required by this Agreement; or Board), the Executive shall have fifteen (v15) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by from the Company for Cause prior Board to the expiration of the Term cure such breach or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such terminationviolation.

Termination for Cause; Resignation Without Good Reason. The Company Board may terminate Executive’s 's employment under this Agreement with or without Cause at any time and Executive may resign under this Agreement with or without Good Reason at any time. As used herein, “"Cause” " shall mean: , and be limited to (whether such conduct occurs prior to or following the Effective Time): (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense by Executive; provided, however, that after indictment, the Company Board may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s 's obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiariesCompany; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this AgreementAgreement other than by reason of Executive's disability; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, interest. Executive shall not be deemed to have engaged in the case conduct constituting Cause unless (i) Company provides Executive with notice of the conduct described in clauses (iv) or (v) abovecircumstances allegedly giving rise to a possible Cause determination and, if curable, is not cured by allows Executive within 30 ten (10) days after to cure such alleged conduct or circumstances and (ii) Executive is provided given the opportunity, with written notice thereofreasonable advance notice, to present to the Board (with counsel) his position with regard to the alleged grounds for termination prior to the Board making its determination regarding whether there is Cause for Executive's termination. Upon Executive’s 's (A) termination of employment by the Company Board for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations (as defined in a lump sum in cash within 30 days of such termination and (iiSection 1(f) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such terminationbelow).

Termination for Cause; Resignation Without Good Reason. The Company may terminate Executivethe Employee’s employment under this Agreement with hereunder for Cause (as hereinafter defined) or without Cause at any time and Executive the Employee may resign under this Agreement from his position with or the Company without Good Reason at any time(as hereinafter defined). As used hereinFor purposes of this Agreement, the Company shall have “Cause” shall meanto terminate the Employee’s employment hereunder: (i) upon the plea of guilty or nolo contendere to, Employee’s indictment or conviction for, for the commission of an act or acts constituting a felony offense under the laws of the United States or any State thereof, (ii) upon the Employee’s commission of fraud, embezzlement or gross negligence, (iii) upon the Employee’s willful or continued failure to perform an act permitted by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within his material duties hereunder (iiother than by reason of physical or mental illness or disability) a or directives of the Board, or material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company terms hereof or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made NDNC, in each case, after written notice has been delivered to the Employee by Executive the Company, which notice specifically identifies the manner in Section 2 hereofwhich the Employee has not substantially performed his duties or has committed a breach, and the Employee’s failure to substantially perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to the Employee; (iv) upon any misrepresentation by the willful Employee of a material fact to or gross neglect concealment by Executive the Employee of a material fact from the material duties required by this AgreementBoard, the Chairman, the CEO, and/or general counsel; or (v) a knowing and upon any material violation of the Company’s rules, policies, or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics. For purposes of this Section 10(b), no act or failure to act on the Employee’s part shall be deemed “willful” unless done or omitted to be done, by Executive of any TripAdvisor the Employee not in good faith and without reasonable belief that the Employee’s act, or Company policy pertaining failure to ethicsact, legal compliance, wrongdoing or conflicts of interest that, was in the case best interest of the conduct described in clauses (iv) Company. If the Company terminates the Employee’s employment for Cause, or (v) aboveif the Employee shall resign from the Company without Good Reason, if curablethe Employee shall not be entitled to any severance payments, is not cured by Executive within 30 days after Executive is any unvested stock options and other unvested equity incentive awards shall terminate, and the Employee shall relinquish any and all rights to any amounts payable and to any benefits otherwise provided with written notice thereof. Upon Executive’s for herein, provided that the Employee shall (A) termination of employment by the Company for Cause prior be entitled to the expiration receive accrued or vested compensation, including salary and Guaranteed Bonus (to be paid when paid to other officers of the Term or Company), through the Date of Termination, and (B) resignation have the right to be reimbursed for unpaid and approved business expenses (in accordance with the Company’s normal business expense reimbursement procedures) through such Date of Termination. If the Employee resigns from the Company without Good Reason prior Reason, or if the Employee does not intend to the expiration seek renewal of the Term, this Agreement the Employee shall terminate without further obligation provide written notice to the Company at least ninety (90) days prior to the actual Date of Termination of the Employee’s employment, which ninety-day notice period may be waived by the Company, except for (i) the payment of any Accrued Obligations Company in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such terminationits sole discretion.

Termination for Cause; Resignation Without Good Reason. The At any time, the Company may terminate the Executive’s employment under hereunder for Cause (as defined in this Agreement with Section 6) or without Cause at any time and the Executive may resign under this Agreement with or voluntarily terminate his employment hereunder without Good Reason at (as defined in this Section 6). In such event, the Term will end on the date of any timesuch termination. As used hereinFor purposes of this Agreement, “Cause” shall meanbe defined as any of the following actions by the Executive: (i) a material breach by the Executive of his obligations under this Agreement, (ii) the continuing and willful refusal or failure (other than during reasonable periods of illness, disability or vacation) by Executive to perform his duties or take any action hereunder or under any lawful and reasonable direction of the Board, a duly constituted committee of the Board, or CEO of the Company, (iii) Executive’s habitual drunkenness or any substance abuse which, in either case, adversely affects the Executive’s performance of his job responsibilities, provided such actions (if capable of being remedied) are not remedied within thirty (30) days after receipt by the Executive of written notice from the Company specifying the nature of such actions, (iv) charging of Executive of a felony by means of indictment or similar action, including without limitation filing of a criminal information, commencing a criminal felony proceeding against Executive, if in the judgment of the Board, such charging of the Executive would substantially interfere with the effectiveness of the Executive as Chief Operating Officer, or conviction of Executive of a felony or plea by the Executive of guilty or nolo contendere to, or conviction for, with respect to a felony offense by charge, (v) Executive; provided’s commission of a fraud, however, that after indictment, the Company may suspend Executive theft against or embezzlement from the rendition Company, (vi) any intentional misconduct by the Executive (other than misconduct undertaken at the express direction of services, but without limiting the Board) which would in the good faith opinion of the Board or modifying in any other way the Company’s obligations counsel tend to make the Company liable to any person under this Agreement; any state or federal law relating to sexual harassment or age, sex or other prohibited discrimination, provided that such actions (iiif capable of being remedied) a material breach are not remedied, within thirty (30) days after receipt by the Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of written notice from the Company specifying the nature of such actions, (“TripAdvisor”), vii) any intentional and continuous violation in any material respect of any written policy of the Company or any of its subsidiaries; successor entity adopted in respect to any law referred to in clause (iiivi) a material breach by Executive of above, (viii) any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest thatconduct which, in the case good faith opinion of the conduct described in clauses Board or the Company’s counsel, the Executive knows or should know (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination either as a result of employment a prior warning by the Company for Cause prior to or the expiration flagrant nature of the Term conduct) violates applicable law or causes the Company to violate applicable law or (Bix) resignation without Good Reason prior to the expiration any intentional violation of the TermSection 7 or 8 hereof by Executive. The Company’s continued employment of Executive shall not constitute consent to, this Agreement shall terminate without further obligation by the Company, except for (i) the payment or a waiver of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken rights with respect to the Equity Awards vested as of the date of such terminationto, any circumstance constituting Cause hereunder.

Termination for Cause; Resignation Without Good Reason. (a) The Company may shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s 's employment is terminated by the Company for Cause or by Executive other than for Good Reason or other than as a result of the Executive's Permanent Disability or death, prior to September 30, 2000, Executive shall only be entitled to receive the Compensation Payment and shall not be entitled to the payment of any other compensation otherwise included under this Agreement. After the termination of Executive's employment under this Agreement with or without Cause at any time and Executive may resign Section 6.4., the obligations of the Company under this Agreement with to make any further payments, or without Good Reason at provide any time. benefits specified herein, to Executive shall thereupon cease and terminate. (b) As used herein, “the term "Cause” " shall mean: be limited to (i) willful malfeasance or willful misconduct by Executive in connection with his employment which is injurious to the plea Company, (ii) willful, substantial and continuing refusal by Executive to perform his duties hereunder or any lawful direction of guilty the Board of Directors of the Company as required under Section 1.3, which continues beyond ten days after a written demand for substantial performance is delivered to Executive by the Company, (iii) any breach of the provisions of Section 13 of this Agreement by Executive or nolo contendere to, any other material breach of this Agreement by Executive which continues beyond ten days after a written demand for substantial performance is delivered to Executive by the Company or conviction for, (iv) the indictment of Executive of (a) any felony or (b) a felony offense by Executivemisdemeanor involving moral turpitude; provided, however, that after indictmentin the event Executive is subsequently found not guilty or the charges against Executive are dismissed, any amounts that would have been due Executive hereunder if he had been terminated without Cause shall be paid to Executive on the Company may suspend same basis as if a Termination without Cause has occurred on the date he was actually terminated. Termination of Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under pursuant to this Agreement; (ii) a material breach Section 6.4 shall be made by delivery to Executive of a fiduciary duty owed to TripAdvisor, Inc., copy of a resolution duly adopted by the parent company affirmative vote of not less than a majority of the Directors at a meeting of the Board of Directors of the Company called and held for the purpose (“TripAdvisor”after 30 days prior written notice to Executive and reasonable opportunity for Executive to be heard before the Board prior to such vote), finding that in the Company or reasonable judgment of such Board, Executive was guilty of conduct set forth in any of its subsidiaries; clauses (iiii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; through (iv) above and specifying the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice particulars thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.

Termination for Cause; Resignation Without Good Reason. The Company may terminate Executive’s employment under this Agreement with or without Cause at any time and Executive may resign under this Agreement with or without Good Reason at any time. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; hereof (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.

Termination for Cause; Resignation Without Good Reason. (a) The Company may terminate the Executive’s employment under this Agreement with or without Cause hereunder at any time and for Cause (as defined in Section 4.1(b)) upon written notice to the Executive. The Executive may voluntarily resign under this Agreement with or from his employment hereunder without Good Reason at any time(as defined in Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to the Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause or constitute Good Reason for purposes of Section 4.3 or otherwise. (b) As used hereinin this Agreement, “Cause” shall meanmeans, as determined by the Board: (i) the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties; (ii) the Executive’s failure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, that, if such failure described in this clause (ii) is susceptible to cure (as determined in the reasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of guilty or nolo contendere toto (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; (iv) the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation against the Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or conviction for, a felony offense by the Executive; provided, however, ’s abuse of alcohol that after indictment, impairs the Company may suspend Executive from Executive’s ability to perform the rendition of services, but without limiting or modifying in any other way the CompanyExecutive’s obligations under this Agreementduties contemplated hereunder; (iivi) a material the Executive’s breach by Executive of a any fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”)including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in Section 5.1) or any other agreement or covenant with the Company or any of its subsidiaries; (iii) a material breach by Executive of any Affiliates, or violation of the covenants made by Executive Company’s code of conduct or other written policy; provided, that, if such breach or violation described in Section 2 hereof; this clause (ivvii) is susceptible to cure (as determined in the willful or gross neglect by Executive reasonable discretion of the material duties required by this Agreement; or Board), the Executive shall have fifteen (v15) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by from the Company for Cause prior Board to the expiration of the Term cure such breach or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such terminationviolation.

Termination for Cause; Resignation Without Good Reason. The Company may terminate Executive’s your employment under this Agreement with or without Cause at the Company at any time and Executive may resign under this Agreement with or without Good Reason at any time. As used herein, advance notice for “Cause” and you may terminate your employment at the Company without “Good Reason” (as hereafter defined) upon thirty (30) days’ written notice from you to the Company in accordance with Section 7(e) below. For purposes of this Letter Agreement, the Company shall meanhave Cause to terminate your employment upon your: (i) commission of fraud, theft, embezzlement, self-dealing, misappropriation, gross negligence, malfeasance, or an act or acts constituting a felony under the laws of the United States or any state thereof; (ii) commission of willful or negligent acts or omissions which result in an assessment of a civil or criminal penalty against you, the Company, or its affiliates; 000 Xxxxx Xxxxxx Xxxxxx, XX 00000 (iii) commission of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of your lawful duties or responsibilities which have or may be expected to have an adverse effect on the Company or its affiliates; (iv) commission of any serious offense that results in or would reasonably be expected to result in financial harm, negative publicity or other material harm to the Company or its affiliates; (v) engaging in any act covered by Rule 506(d) of Regulation D under the Securities Act of 1933, as amended, and/or engaging in any act, or existence of any circumstances that would, in the reasonable judgment of the Company, be harmful to the Company’s ability to have its common stock be granted approval to list, or continue to be listed, on the NYSE, American, or Nasdaq exchanges; (vi) willful or continued failure to substantially perform your duties hereunder (other than any such failure resulting from your incapacity due to physical or mental illness or disability), after written notice has been delivered to you by the Company identifying the manner in which you have not substantially performed your duties; (vii) willful or continued failure to perform an act permitted by the Company’s rules, policies, or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within your material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the Company’s Board of Directors, or material breach of the terms of this Letter Agreement, of the Non-Disclosure and Non-Competition Agreement attached hereto as Schedule A, or Company policy; (viii) breach of any fiduciary duty owed to the Company or its affiliates; (ix) misappropriation of the Company’s or its affiliates’ funds or property; (x) extended unexcused absence; (xi) failure to provide to the Company, within the first three (3) business days of employment, documentation that you are authorized to work in the United States, in accordance with applicable law; or (xii) knowing and intentional misrepresentation or concealment of material information regarding the Company from the Company’s Board and/or the Supervisor. 000 Xxxxx Xxxxxx Xxxxxx, XX 00000 In the event that the Company terminates your employment for Cause or you resign from the Company without Good Reason: (i) you shall receive the plea of guilty or nolo contendere to, or conviction for, a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing Base Salary and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest thatbenefits as generally eligible, in each case through the case Date of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination Termination and (ii) the taking of all proper action required Company shall have the right to determine whether or not you will actively work for the Company during any notice period. You shall not be taken with respect entitled to any other amounts or benefits from the Equity Awards vested Company other than as of the date of such terminationset forth in this Section 7(b).

Termination for Cause; Resignation Without Good Reason. The In the event the Company may terminate terminates the Executive’s employment under this Agreement with for Cause (as defined below), or without Cause at any time and the Executive may resign under this Agreement with or resigns from the Company without Good Reason at (as defined below), the Executive shall only be entitled to receive (i) any timeaccrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”). 1. As used hereinFor purposes of this Agreement, “Cause” shall mean: means: a. a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (iother than by reason of permanent disability or death); b. the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required; c. any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication; d. drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or e. conviction of, or the entry of a plea of guilty or nolo contendere to, or conviction by the Executive for, a any felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition or other crime involving moral turpitude. 2. For purposes of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc.“Good Reason” means, without the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by the Company for Cause prior to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such termination.express written consent:

Termination for Cause; Resignation Without Good Reason. The If the Company may terminate Executive’s terminates your employment for Cause, or if you resign from employment hereunder other than for Good Reason, you shall only be entitled to payment of any unpaid Salary through and including the date of termination or resignation and any unpaid expense reimbursement. You shall have no further right under this Agreement with to receive any other compensation or without Cause at any time and Executive may resign under benefits after such termination or resignation of employment. For purposes of this Agreement with or without Good Reason at any time. As used hereinAgreement, “Cause” shall mean: : i. any act or omission that constitutes a material breach by you of your obligations under this Agreement; ii. the willful and continued failure or refusal of you (inot as a consequence of illness, accident or other incapacity) to perform the material duties reasonably required of you hereunder; iii. your conviction of, or plea of guilty or nolo contendere to, (x) any felony or conviction for(y) another willful crime involving dishonesty or moral turpitude or which reflects negatively upon the Company and/or its subsidiaries or affiliates (collectively, the “Company Group”) in a felony offense by Executivematerial manner or otherwise materially impairs or impedes the operations of the Company Group; iv. your engaging in any willful misconduct, gross negligence or act of dishonesty with regard to the Company Group or your material duties, which conduct is injurious to the Company Group; v. your material breach of either a material written policy of the Company Group that is applicable to you or, to the extent you are aware of such rules or has been informed thereof, the relevant rules of any governmental or regulatory body applicable to the Company Group; provided, that any such notification with respect to the rules of any governmental or regulatory body outside the United States shall be in writing; or vi. your refusal to follow the lawful directions of the Board; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting no event or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”), the Company or any of its subsidiaries; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct condition described in clauses i, ii, v, vi shall constitute Cause unless (iva) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with the Company first gives you written notice thereof. Upon Executive’s (A) termination of its intention to terminate your employment by the Company for Cause prior and the grounds for such termination, and (b) such grounds for termination (if susceptible to the expiration of the Term or correction) are not corrected by you within thirty (B30) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date your receipt of such terminationnotice.

Termination for Cause; Resignation Without Good Reason. (a) The Company may terminate the Executive’s employment under this Agreement with or without Cause hereunder at any time and for Cause (as defined in Section 4.1(b)) upon written notice to the Executive. The Executive may voluntarily resign under this Agreement with or from his employment hereunder without Good Reason at any time(as defined in Section 4.3(b)) upon not less than ninety (90) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to the Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate the Executive’s notice of resignation shall not be deemed a termination by the Company without Cause or constitute Good Reason for purposes of Section 4.3 or otherwise. (b) As used hereinin this Agreement, “Cause” shall meanmeans, as determined by the Board: (i) the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties; (ii) the Executive’s failure to satisfactorily perform the Executive’s duties or to follow the lawful directives of the Board; provided, that, if such failure described in this clause (ii) is susceptible to cure (as determined in the reasonable discretion of the Board), the Executive shall have fifteen (15) days after notice from the Board to cure such failure; (iii) the Executive’s commission of, indictment for, conviction of, or plea of guilty or nolo contendere toto (A) a felony (or state law equivalent) or (B) any crime (whether or not a felony) involving fraud, dishonesty, theft, breach of trust or moral turpitude; (iv) the Executive’s performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation against the Company, its Affiliates or any of the third parties with whom or which it conducts business; (v) the Executive’s use of illegal drugs, or conviction for, a felony offense by the Executive; provided, however, ’s abuse of alcohol that after indictment, impairs the Company may suspend Executive from Executive’s ability to perform the rendition of services, but without limiting or modifying in any other way the CompanyExecutive’s obligations under this Agreementduties contemplated hereunder; (iivi) a material the Executive’s breach by Executive of a any fiduciary duty owed to TripAdvisor, Inc., the parent company of the Company (“TripAdvisor”)including, without limitation, the duty of care and the duty of loyalty) or its Affiliates; or (vii) the Executive’s breach of this Agreement, the Covenants Agreement (as defined in Section 5.1) or any other agreement or covenant with the Company or any of its subsidiaries; (iii) a material breach by Executive of any Affiliates, or violation of the covenants made by Executive Company’s code of conduct or other written policy; provided, that, if such breach or violation described in Section 2 hereof; this clause (ivvii) is susceptible to cure (as determined in the willful or gross neglect by Executive reasonable discretion of the material duties required by this Agreement; or Board), the Executive shall have fifteen (v15) a knowing and material violation by Executive of any TripAdvisor or Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest that, in the case of the conduct described in clauses (iv) or (v) above, if curable, is not cured by Executive within 30 days after Executive is provided with written notice thereof. Upon Executive’s (A) termination of employment by from the Company for Cause prior Board to the expiration of the Term cure such breach or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall terminate without further obligation by the Company, except for (i) the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination and (ii) the taking of all proper action required to be taken with respect to the Equity Awards vested as of the date of such terminationviolation.