First Amendment to TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan
This amendment updates the TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan by increasing the maximum number of shares available for awards and revising limits on options and stock appreciation rights. The changes will take effect once approved by the company's stockholders at the 2013 Annual Meeting. All other terms of the original plan remain unchanged.
Exhibit 4.1
FIRST AMENDMENT
TO
TRIPADVISOR, INC.
2011 STOCK AND ANNUAL INCENTIVE PLAN
| A. | The TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan (the “Plan”) is hereby amended as follows: |
| 1. | Section 3(a) of the Plan is hereby amended by deleting the first sentence thereof and substituting therefor the following: |
“The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be the sum of (i) the number of Shares that may be issuable upon exercise or vesting of the Adjusted Awards and (ii) 25,000,000.”
| 2. | Section 3(b)(i) of the Plan is hereby amended by deleting such Section in its entirety and substituting therefor the following: |
“(i) Options and/or Stock Appreciation Rights covering in excess of 3,000,000 Shares.”
| B. | Except as otherwise amended, the Plan is hereby confirmed in all other respects. |
| C. | This First Amendment shall become effective upon the approval of the Company’s stockholders at the Company’s 2013 Annual Meeting. |
