0001564590-20-023544 Sample Contracts

TRIPADVISOR, INC. OPTION AGREEMENT (Domestic)
Option Agreement • May 8th, 2020 • 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of an Option to the Eligible Individual by the Company (the “Award”).

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TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic)
Restricted Stock Unit Agreement • May 8th, 2020 • 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of restricted stock units (“RSUs”) to the Eligible Individual by the Company (the “Award”).

TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International)
Restricted Stock Unit Agreement • May 8th, 2020 • 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 (as defined below) (the “Eligible Individual”), describes the terms of an Award of restricted stock units (“RSUs”) to the Eligible Individual by the Company (the “Award”).

TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French)
Restricted Stock Unit Agreement • May 8th, 2020 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of restricted stock units qualified for favorable income tax and social security treatment in France as set out in Article 135 of the Macron Law (“Qualified RSUs”) to the Eligible Individual by the Company (the “Award”).

TRIPADVISOR, INC. OPTION AGREEMENT (International)
Option Agreement • May 8th, 2020 • 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of an Option to the Eligible Individual by the Company.

TRIPADVISOR, INC. MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (TSR - Based)
Market-Based Restricted Stock Unit Agreement • May 8th, 2020 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS MARKET-BASED 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of market-based restricted stock units (“MSUs”) to the Eligible Individual by the Company (the “Award”).

TRIPADVISOR, INC. MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (TSR - Based)
Market-Based Restricted Stock Unit Agreement • May 8th, 2020 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), 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 (as defined below) (the “Eligible Individual”), describes the terms of an award of market-based restricted stock units qualified for favorable income tax and social security treatment in France as set out in Article 135 of the Macron Law (“Qualified MSUs”) to the Eligible Individual by the Company (the “Award”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2020 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Ernst Teunissen (“Executive”) and Tripadvisor, LLC, a Delaware limited liability company (the “Company”), and is effective as of May 8, 2020 (the “Effective Date”).

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