Exhibit 10.1
May 2, 2022
Employment Letter Agreement
DELIVERED TO
Matthew Goldberg
Dear Matt,
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.
We and you mutually agree to a start date no later than July 1, 2022 (your first date of employment with the Company, the “Start Date”). You will be appointed to the Board of Directors of Tripadvisor (the “Board”) as of the Start Date. You will report to directly to the Board, and your principal place of employment shall be the Company’s Needham, Massachusetts office.
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You will also be eligible for an annual target bonus opportunity of 100% of your Base Salary (“Target Bonus”), subject to the achievement of individual and Company objectives, as determined by the Compensation Committee in its discretion. These objectives are set by the Compensation Committee in consultation with you as part of its management authority and are subject to change at from year to year. For 2022 only, the amount of your annual bonus is guaranteed to be no less than your full Target Bonus for 2022 (which is $800,000) pro-rated based on the number of days from the Start Date through December 31, 2022, inclusive, over 365 (the “2022 Bonus”). Starting in 2023, the determination of whether the bonus is awarded and in what amount is at the discretion of the Compensation Committee. Eligibility to receive an annual bonus payment is contingent upon your employment by the Company at the time of the Company’s payout of such annual bonus, subject to paragraph 11. Further eligibility requirements not in conflict with this Letter Agreement may be governed by plans and policies concerning the payment of incentive compensation as may be in effect from time to time. Your Target Bonus shall be reviewed at least annually, beginning in 2024, by the Compensation Committee and may be increased but not decreased. All bonus payments are less applicable taxes and withholdings.
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The PSUs will vest on the third anniversary of the Start Date (“PSU Vesting Date”), with respect to 25% of the PSUs if the Reference Price is equal to or greater than $35.00 but less than $45.00, 50% of the PSUs if the Reference Price is equal to or greater than $45.00 but less than $55.00 and 100% of the PSUs if the Reference Price is equal to or greater than $55.00, subject to your remaining employed through the PSU Vesting Date except as otherwise provided in paragraph 11. For the purposes of the PSUs, “Reference Price” means a volume weighed average price of a Share as reported on Bloomberg (or equivalent wire service) over a thirty (30) trading-day period (“30-day VWAP”) between the first anniversary of the Start Date and the PSU Vesting Date. For purposes of clarity, the Reference Prices are binary with no interpolation. Upon the occurrence of a Change in Control (as defined below), the Reference Price performance condition shall be deemed met at 100%.
This is a one-time grant of PSUs under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”). You will receive additional information, including how you can access an electronic copy of the 2018 Plan and equity award agreement for the PSUs. In the event of any conflict or ambiguity between this Letter Agreement and the 2018 Plan or your equity award agreement, this Letter Agreement will govern.
In consideration of your acceptance of the attached Non-Disclosure, Developments and Non-Competition Agreement, Tripadvisor will grant you on the Start Date an award of RSUs with respect to Shares and an award of options to purchase Shares (the “Options,” and together with the RSUs, the “2022 Equity Grant”). These awards represent your
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Annual Grant for 2022 (on a prorated basis) and your Annual Grant for 2023. You will not be eligible to receive any additional equity grants until 2024. The number of RSUs granted will be determined based on the award value of $4,762,500 divided by the closing price of a Share on the date of grant (the Start Date), rounded down to the nearest whole number. The number of Options granted will be determined by dividing the award value of $4,762,500 by the Black-Scholes value of an Option (as determined by the Company, in its discretion, using the closing price of a Share on the date of grant (the Start Date)), rounded down to the nearest whole number. The Option will have an exercise price per Share equal to the closing price of a Share on the date of grant (the Start Date).
The RSU and Option awards will each vest 25% on the first anniversary of the Start Date, and 6.25% on the first day of each of the next 12 quarters, such that both awards are fully vested on the fourth anniversary of the Start Date, in each case subject to you remaining employed through the applicable vesting date except as otherwise provided in paragraph 11. For the avoidance of doubt, the 2022 Equity Grant will have no additional vesting conditions, related to performance or otherwise.
The 2022 Equity Grant is a one-time grant of RSUs and stock options under the 2018 Plan and the granting of the 2022 Equity Grant in no way can be interpreted as the Company’s commitment to additional awards. You will receive additional information, including how you can access an electronic copy of the 2018 Plan and equity award agreements for each of the RSUs and the Options. In the event of any conflict or ambiguity between this Letter Agreement and the 2018 Plan or your equity award agreements, this Letter Agreement will govern. Tripadvisor reserves the right to change the terms of the 2018 Plan at its sole discretion from time to time.
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By the same token, the Company expects you to abide by and honor the terms of any agreements you may have with your present or prior employers. By signing below, you confirm that you are not subject to any employment or consulting agreements (including without limitation a non-competition, customer non-solicitation, confidentiality or other similar provision) that would prevent you from fulfilling, or otherwise affect the performance of your job duties for the Company.
Also, just as the Company regards the protection of our confidential information as a matter of great importance, we also respect that you may have an obligation to your present and prior employers to safeguard the confidential information of those companies. The Company respects these obligations and expects you to honor them as well. To that end, we expect that you have not taken any documents or other confidential information from your employer. Further, we want to make it perfectly clear you should not bring with you to the Company or use in the performance of your duties for our Company, any proprietary business or technical information, materials or documents of a former employer, or otherwise disclose or use any former employer’s confidential information.
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The determination as to which of the alternative provisions of Section 13 shall apply to you shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and you within fifteen (15) business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or you. For purposes of determining which of the alternative provisions of Section 13 shall apply, you shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of your residence on the date of termination, net of the maximum reduction in Federal income taxes that could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and you.
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Exception as to California Employees. As to employees who primarily reside and work in California and have any dispute involving any claim or controversy arising in California, this paragraph shall apply (and not the preceding paragraph), and any such dispute shall be resolved in a court or other appropriate forum with competent jurisdiction located in California, and such dispute shall be construed in accordance with the laws of The State of California.
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Please indicate your acceptance of this offer and the terms and conditions thereof by signing both this Letter Agreement and Exhibit A.
Sincerely,
Tripadvisor LLC
By: /s/ Seth J. Kalvert
Name: Seth J. Kalvert
Title: Chief Legal Officer
I hereby acknowledge that I have had a full and adequate opportunity to read, understand and discuss the terms and conditions contained in this Letter Agreement prior to signing hereunder.
Accepted and agreed by:
/s/ Matt Goldberg
Matthew Goldberg
May 2, 2022
Date
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