TRIPADVISOR, INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 7.000% Senior Notes due 2025 INDENTURE Dated as of July 9, 2020Indenture • July 9th, 2020 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of July 9, 2020, by and between TRIPADVISOR, INC., a Delaware corporation (the “Company”), the GUARANTORS (as defined below) party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Seth Kalvert (“Executive”) and TripAdvisor, LLC, a Delaware limited liability company (the “Company”), and is effective as of October 19, 2011 (the “Effective Date”).
TRIPADVISOR, INC. OPTION AGREEMENT (Domestic)Option Agreement • May 4th, 2022 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of December 31, 2021 (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”).
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Time-Based)Restricted Stock Unit Agreement • February 21st, 2018 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of November 28, 2017 (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and Stephen Kaufer (the “Eligible Individual”), describes the terms of an award (the “Award”) of Restricted Stock Units to the Eligible Individual by the Company.
GOVERNANCE AGREEMENT among TRIPADVISOR, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011Governance Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
Governance Agreement, dated as of December 20, 2011, among TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”), and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.
TAX SHARING AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Tax Sharing Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This TAX SHARING AGREEMENT (this “Agreement”), dated as of December 20, 2011, by and between Expedia, Inc., a Delaware corporation (“Parent”), and TripAdvisor, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”).
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic)Restricted Stock Unit Agreement • May 3rd, 2023 • 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 3rd, 2023 • 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 3rd, 2023 • 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 6th, 2021 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2016 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Seth Kalvert (“Executive”) and TripAdvisor, LLC, a Delaware limited liability company (the “Company”), and is effective as of May 19, 2016 (the “Effective Date”).
EQUITY WARRANT AGREEMENT Dated as of December 20, 2011 for 32,186,792 Warrants to Purchase UP TO 8,046,698 SHARES OF COMMON STOCK EXPIRING MAY 7, 2012 between TRIPADVISOR, INC. and MELLON INVESTOR SERVICES LLC, as Equity Warrant AgentEquity Warrant Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
THIS EQUITY WARRANT AGREEMENT (the “Agreement”), dated as of December 20, 2011, is between TripAdvisor, Inc., a Delaware corporation (the “Company” or “TripAdvisor”), and Mellon Investor Services LLC (as successor-in-interest to The Bank of New York Mellon), a New Jersey limited liability company, as warrant agent (the “Equity Warrant Agent”).
FIRST AMENDMENT dated as of May 12, 2017 (this “Amendment”), to the CREDIT AGREEMENT dated as of June 26, 2015 (the “Credit Agreement”), among TRIPADVISOR, INC., TRIPADVISOR HOLDINGS, LLC, TRIPADVISOR LLC, the other BORROWING SUBSIDIARIES party...Credit Agreement • May 15th, 2017 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of June 26, 2015, as amended as of May 12, 2017, among TRIPADVISOR, INC., a Delaware corporation; TRIPADVISOR HOLDINGS, LLC, a Massachusetts limited liability company; TRIPADVISOR LLC, a Delaware limited liability company; the other BORROWERS from time to time party hereto; the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and J.P. MORGAN EUROPE LIMITED, as London Agent.
TRIPADVISOR, INC. MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (TSR - 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. as Issuer, The GUARANTORS party hereto AND u.s. bank national association as Trustee INDENTURE Dated as of March 25, 2021Supplemental Indenture • March 25th, 2021 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of March 25, 2021, among Tripadvisor, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
SEPARATION AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Separation Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
This SEPARATION AGREEMENT, dated as of December 20, 2011, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned subsidiary of Expedia (“TripAdvisor”).
TRIPADVISOR, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (TSR - Based)Performance Restricted Stock Unit Agreement • May 7th, 2019 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS PERFORMANCE 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 performance 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 PSUs”) to the Eligible Individual by the Company (the “Award”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This TRANSITION SERVICES AGREEMENT, dated as of December 20, 2011 (this “Services Agreement”), is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned Subsidiary of Expedia (“TripAdvisor”). Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Separation Agreement, dated as of the date hereof, by and between Expedia and TripAdvisor (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Employee Matters Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This Employee Matters Agreement (this “Agreement”), dated as of December 20, 2011, with effect as of the Effective Time, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” and together with Expedia, the “Parties”).
MASTER ADVERTISING AGREEMENT (CPC)Master Advertising Agreement (Cpc) • March 15th, 2012 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This Master Advertising Agreement (CPC) (“Agreement”) is entered into by and between, on one hand, TripAdvisor LLC, TripAdvisor Limited, and TripAdvisor Singapore Private Limited (collectively, the “TripAdvisor Companies”) and, on the other, Expedia, Inc., Hotels.com LP, and Travelscape LLC (collectively, the “Expedia Companies”). This Agreement will be effective as of December 20, 2011 (the “Effective Date”).
TRIPADVISOR, INC. RSU AGREEMENT (Time-Based)Rsu Agreement • May 4th, 2022 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS RSU AGREEMENT (this “Agreement”), dated as of December 31, 2021 (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and Stephen Kaufer (the “Eligible Individual”), describes the terms of an award (the “Award”) of restricted stock units (“RSUs”) to the Eligible Individual by the Company.
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based)Restricted Stock Unit Agreement • May 3rd, 2023 • 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 (the “Award”) of performance-based restricted stock units (“PSUs”) to the Eligible Individual by the Company.
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic)Restricted Stock Unit Agreement • May 8th, 2024 • 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 (the “Award”) of restricted stock units (“RSUs”) to the Eligible Individual by the Company.
ContractCredit 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.
SEPARATION AGREEMENTSeparation Agreement • April 2nd, 2015 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts
This Separation Agreement (“Agreement”) is between Julie M.B. Bradley (“Executive”) and TripAdvisor, LLC, a Delaware limited liability company (the “Company”). Executive and the Company are sometimes referred to collectively as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 17th, 2016 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • California
This Transition Services Agreement (this “Agreement”) dated November 17, 2016, is between Barrie Seidenberg (“Executive”) and TripAdvisor, LLC, a Delaware limited liability company (the “Company”). Executive and the Company are sometimes referred to collectively as the “Parties”.
ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENTAssignment and Assumption of Governance Agreement • February 16th, 2024 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of August 12, 2014 by and among Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Assignee”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based)Restricted Stock Unit Agreement • May 8th, 2024 • 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 (the “Award”) of performance-based restricted stock units (“PSUs”) to the Eligible Individual by the Company.
October 10, 2022Transition Agreement • October 11th, 2022 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts
This letter agreement (the “Agreement”), effective as of the date hereof, sets forth the terms of your transition from your role as Chief Financial Officer of Tripadvisor, LLC, a Delaware limited liability company (“Tripadvisor” or the “Company”), as described below. In consideration of the mutual agreements set forth below, the receipt and sufficiency of which is hereby acknowledged, you and the Company agree as follows:
Employment Letter Agreement DELIVERED TO Matthew Goldberg Dear Matt,Letter Agreement • May 4th, 2022 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts
Tripadvisor LLC, a Delaware limited liability company (the “Company”), is pleased to extend you this offer of employment as President and Chief Executive Officer of Tripadvisor, Inc, a Delaware corporation (“Tripadvisor”) and its subsidiaries, which includes the Company, subject to the terms and conditions of employment described in this employment letter agreement (this “Letter Agreement”). This offer is contingent on your satisfactory completion of our standard background check, and on your being legally authorized to work in the United States, as required under federal law. This offer may be accepted by countersigning where indicated at the end of this Letter Agreement.
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based)Restricted Stock Unit Agreement • February 21st, 2018 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of November 28, 2017 (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and Stephen Kaufer (the “Eligible Individual”), describes the terms of an award (the “Award”) of Restricted Stock Units (“RSUs”) to the Eligible Individual by the Company.
FIRST AMENDMENT TO SUBLEASESublease • October 24th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO SUBLEASE (the “Amendment”) is made and entered into this 15th day of June 2009, by and between NEWTON TECHNOLOGY PARK LLC, a Delaware limited liability company (the “Landlord”), and TRIPADVISOR LLC, a Delaware limited liability company (the “Tenant”). Landlord and Tenant are hereby collectively referred to as the “Parties”. Terms not otherwise defined herein shall have the meaning given them in the Lease (defined below).
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.
GOVERNANCE AGREEMENT Dated as of November 6, 2019 by and between TRIPADVISOR, INC. and TRIP.COM GROUP LIMITEDGovernance Agreement • November 6th, 2019 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
GOVERNANCE AGREEMENT, dated as of November 6, 2019 (this “Agreement”), by and between TripAdvisor, Inc., a Delaware corporation (the “Company”), and Trip.com Group Limited, a Cayman Islands exempted company (“Investor”).
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT People’s Republic of ChinaRestricted 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.
