0001193125-14-045532 Sample Contracts

TRIPADVISOR, INC. OPTION AGREEMENT (Domestic)
Option Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (the “Eligible Individual”), describes the terms of an award of Options to the Eligible Individual by the Company.

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TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based—Domestic)
Restricted Stock Unit Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant Details (the “Eligible Individual”), describes the terms of an award of restricted stock units (“Restricted Stock Units”) to the Eligible Individual by the Company.

Contract
Waiver and Amendment Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York

WAIVER AND AMENDMENT AGREEMENT dated as of December 27, 2013 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of December 20, 2011 (the “Credit Agreement”), among TRIPADVISOR, INC., a Delaware corporation (“Parent”), TRIPADVISOR HOLDINGS, LLC, a Massachusetts limited liability company, TRIPADVISOR LLC, a Delaware limited liability company, and the other BORROWERS from time to time party thereto, the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International)
Restricted Stock Unit Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant Details (the “Eligible Individual”), describes the terms of an award of restricted stock units (“Restricted Stock Units”) to the Eligible Individual by the Company.

TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT People’s Republic of China
Restricted Stock Unit Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the award date designated on the Grant Details referenced below (the “Award Date”), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant Details (the “Eligible Individual”), describes the terms of an award of restricted stock units (“Restricted Stock Units”) to the Eligible Individual by the Company.

TRIPADVISOR, INC. OPTION AGREEMENT (International)
Option Agreement • February 11th, 2014 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (the “Eligible Individual”), describes the terms of an award of Options to the Eligible Individual by the Company.

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