On November 28, 2022, TripAdvisor, Inc. and Kanika Soni agreed that Ms. Soni will leave her position as Chief Commercial Officer of the Company, effective January 15, 2023. During the period from January 16, 2023 through April 1, 2023, Ms. Soni will serve as an Advisor to the Company’s Chief Executive Officer working on such projects as determined by him. For purposes of the Company’s Executive Severance Plan and Summary Plan Description, Ms. Soni’s departure will be treated as a termination of employment without Cause, as defined in the Severance Plan, as of April 1, 2023.

In consideration for such service, through the Termination Date, Ms. Soni shall continue to receive her current base salary; continue to be eligible to participate in the employee benefit plans made available by the Company to its employees, including vacation and sick time; continue to remain eligible to vest in outstanding awards under the Company’s 2018 Stock and Annual Incentive Plan, as amended and receive a 2022 corporate bonus payout based on actual performance, such bonus to be calculated in the same manner as 2022 earned corporate bonuses are calculated for the Company’s employees generally and to be paid, less required withholding taxes or other similar governmental payments or charges, at the same time that the 2022 earned corporate bonuses are paid to the Company’s employees generally. In addition to the benefits mentioned above, Ms. Soni’s equity awards issued pursuant to the Stock Plan, that are time-based and that are outstanding and unvested as of the Termination Date, but that would have vested from April 2, 2023 through April 1, 2024 had Ms. Soni’s employment continued through this period, shall accelerate and vest as of the Termination Date. Consistent with the Severance Plan, Ms. Soni will receive continued base salary payments for the twelve-month period following the Termination Date, and up to twelve months of payments of the Company’s portion of COBRA premiums for health insurance plan continuation coverage.

The restricted stock units will settle in accordance with the terms of their respective award agreement. Stock options that have vested as of the Termination Date, including those with accelerated vesting as described above, shall remain exercisable through the date that is the earlier of the date that is eighteen months following the Termination Date or the expiration date of the relevant stock option. Ms. Soni’s severance benefits are conditioned on her execution and non-revocation of a general release of claims in favor of the Company at the time she initially executes the separation agreement and on the Termination Date, and the continued compliance with certain restrictive covenant obligations, including non-disparagement and non-solicitation covenants.