December 7, 2023
DELIVERED TO
Kristen Dalton
Dear Kristen,
Congratulations! It is a pleasure to congratulate you in your new position as President, Tripadvisor Brand at Tripadvisor LLC (the “Company”), effective January 1, 2024. In this role, you will continue to report to Matt Goldberg, President & CEO, Tripadvisor Group.
The following outlines the offered compensation:
Compensation. Your base compensation will increase to $500,000 per year, which equates to approximately $19,230.77 dollars bi-weekly, representing payment for all hours worked by you for the Company, less applicable taxes and withholding, payable in accordance with the Company’s standard payroll practices. You will not be eligible for a merit increase until 2025.
Beginning in 2024, you will be eligible for an annual target bonus opportunity of 90% of your base salary, less applicable taxes and withholding, subject to the achievement of individual and company objectives. These objectives are set unilaterally by the Company as part of its management authority and are subject to change at any time. For avoidance of doubt, the targeted amount of your annual bonus for 2023 (payable in March 2024) will remain unchanged as 70% of your base salary, less applicable taxes and withholding and subject to the achievement of individual and company objectives. The Company may also make adjustments in the targeted amount of your annual bonus in its discretion. Whether the bonus is awarded and in what amount is at the sole discretion of the Company. Eligibility is contingent upon your employment by the Company at the time of the Company’s payout. Further eligibility requirements may be governed by plans and policies concerning the payment of incentive compensation as may be in effect from time to time.
Annual Equity Grant Target. In your role as President, Tripadvisor Brand, you will be eligible to receive an annual equity grant (“Annual Grant”). The target grant value of your Annual Grant beginning in 2024 shall be $2,000,000, with the actual amount of the Annual Grant awarded at the Company’s discretion. Vesting of the Annual Grant may be subject to the achievement of individual and Company objectives. The Annual Grant may be comprised of a mix of restricted stock units, performance stock units, stock options, and other forms of equity awards properly authorized for use by Tripadvisor, Inc., and which may change from year to year. Ongoing Annual Grants are subject to approval by the Compensation Committee of the Board of