Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(c) On October 11, 2022, the Company announced that Michael Noonan will join the Company as Senior Vice President and Chief Financial Officer on or before October 31, 2022 (the "Effective Date"). A copy of this press release is furnished as Exhibit 99.1 to this report.

Michael Noonan, age 53, is an executive with more than 30 years of experience in various corporate finance and capital markets roles, most recently with large scale global consumer technology and B2B companies. Mr. Noonan is currently the Chief Financial Officer of Noom, Inc., a role he commenced in October 2020. From January 2016 to October 2020, Mr. Noonan served as Senior Vice President, Finance and Head of Investor Relations at Booking Holdings, Inc. From August 2010 to January 2016, Mr. Noonan served as Managing Director at RBC Capital Markets. Mr. Noonan holds a Master of Business Administration degree from Duke University and a Bachelor of Arts degree from Davidson College.

In connection with his appointment, on October 10, 2022, the Company entered into an employment letter agreement (the "Letter Agreement") with Mr. Noonan. The Letter Agreement provides that:



     •    During his employment, Mr. Noonan will be paid an annual base salary of
          $525,000.



     •    Mr. Noonan will receive a signing bonus of $400,000 payable in January
          2023 if he remains employed through the payment date, but such amount to
          be repaid in full should Mr. Noonan terminate his employment with the
          Company due to his death, on his own volition other than for Good Reason
          (as defined in the Letter Agreement) or should the Company terminate his
          employment for Cause (as defined in the Tripadvisor, Inc. Executive
          Severance Plan) prior to completing 12 months of employment from his
          start date.



     •    Mr. Noonan will receive a one-time equity award pursuant to the Company's
          2018 Stock and Annual Incentive Plan, as amended ("Stock Plan"), with an
          aggregate grant date value of $2,750,000. Of such award, $916,667 will be
          issued in the form of restricted stock units ("RSUs"), $916,667 will be
          issued in the form of performance-based restricted stock units ("PSUs")
          and $916,667 will be issued in the form of stock options ("Options"). The
          PSUs will vest on the third anniversary of the Effective Date (the
          "Vesting Date"), with 25% vesting if the Reference Price (as defined
          below) is equal to or greater than $35.00 but less than $45.00, 50% of
          the PSUs vesting if the Reference Price is equal to or greater than
          $45.00 but less than $55.00 and 100% of the PSUs vesting if the Reference
          Price is equal to or greater than $55.00, subject to Mr. Noonan remaining
          employed with the Company through the Vesting Date, subject to certain
          termination provisions. Reference Price means a volume weighted average
          price of a share as reported on Bloomberg (or equivalent wire service)
          over a thirty (30) trading day period between the first anniversary of
          the Effective Date and the Vesting Date, such Reference Prices to be
          binary with no interpolation. Both RSU and Option awards will vest 25% on
          the first anniversary of the grant date, and 6.25% will vest quarterly
          thereafter, subject to earlier forfeiture in the event of your separation
          of employment for any reason by you or by the Company. The Options shall
          have an exercise price per share equal to the closing price of the shares
          of common stock on the Effective Date.



     •    In the first quarter of 2023, at the same time that the Company awards
          its annual equity grants to employees pursuant to our Stock Plan and as
          part of the Company's long-term equity incentive program, Mr. Noonan will
          receive another award of equity award pursuant to the Stock Plan, with a
          target aggregate grant date value for 2023 in the amount of $2,750,000
          (the "Annual Grant"). Vesting of the Annual Grant will be in the same
          form, subject the same vesting schedule and subject to the achievement of
          the same individual and Company performance metrics as the Company
          provides for its other senior executives.



     •    During his employment, Mr. Noonan will be eligible for an annual bonus,
          subject to achievement of individual and corporate objectives to be
          established and to the approval of the Company's Compensation Committee,
          with a target of 80% of base salary. For 2022, Mr. Noonan will receive a
          pro-rated bonus in an amount no less than $100,000.

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     •    Beginning in 2024, Mr. Noonan will be eligible for annual equity grants
          pursuant to the Company's Stock Plan, with an annual target award value
          of $2,750,000 in a combination of RSUs, Options and/or other forms of
          equity award, subject to achievement of individual and corporate
          objectives and other terms and conditions, including with respect to
          vesting, approved by the Company's Compensation Committee.



     •    Mr. Noonan will participate in the Tripadvisor, Inc. Executive Severance
          Plan (the "Severance Plan") and, as such, eligible to receive severance
          benefits pursuant to the Severance Plan under certain circumstances,
          including involuntary termination of employment by the Company without
          Cause, and in connection with a Change in Control (as such term is
          defined in the Severance Plan), and the involuntary termination of his
          employment by the Company without Cause (as such term is defined in the
          Severance Plan) or resignation by him for Good Reason (as such term is
          defined in the Severance Plan). In addition, Mr. Noonan is eligible to
          receive severance benefits in the event he resigns for Good Reason (as
          defined in the Letter Agreement) not in connection with a Change in
          Control.

Mr. Noonan has agreed to be restricted from competing with the Company or any of its subsidiaries or affiliates, or soliciting their employees, consultants, independent contractors, customers, suppliers or business partners, among others, from the Start Date through the 12 month period after a termination of his service with the Company. The non-compete will not apply if Mr. Noonan's employment is terminated by the Company without cause or in connection with a position elimination or layoff. All post-employment restrictions will be extended to 24 months if Mr. Noonan breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company or any of its parents, subsidiaries, divisions or units.

Since January 1, 2021, Mr. Noonan has not been a participant in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000. There are no family relationships between Mr. Noonan and any other director or executive officer of the Company.

The foregoing description of the Letter Agreement is summary in nature and is qualified in its entirety by the text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

(e) On October 10, 2022, the Company entered into a Transition Services Agreement (the "Transition Services Agreement") with Ernst Teunissen, Senior Vice President and Chief Financial Officer of the Company, in order to facilitate an orderly transition to Michael Noonan, the successor Chief Financial Officer. Mr. Teunissen will step down from his role as Chief Financial Officer of the Company concurrently with Mr. Noonan joining the Company in such role but will remain as Senior Vice President and Chief Executive of Viator, TheFork and Cruise Critic through January 1, 2023 (the "Transition Period") and facilitate the transition to the Company's new Chief Financial Officer. Pursuant to the Transition Services Agreement, Mr. Teunissen will continue to provide strategic advisory and consulting services to the Company's Chief Executive Officer on key strategy and finance initiatives, as well as facilitate the transition of the Company's new Chief Financial Officer. Mr. Teunissen also agreed to continue to comply with certain restrictive covenants regarding nondisclosure, developments and non-competition. In consideration for such agreements and the provision of the services described in the Transition Services Agreement, the Company agreed as follows:



     •    Mr. Teunissen's annual compensation and benefits shall continue, as they
          currently exist, through the end of the Transition Period;



     •    Although Mr. Teunissen will not be employed by the Company on the date
          the Company will pay out its annual bonuses for the fiscal year ended
          December 31, 2022 pursuant to the Stock Plan, Mr. Teunissen shall
          nonetheless be entitled to receive an annual bonus for the fiscal year
          2022, based on actual performance (including previously established
          individual and Company performance metrics), provided that Mr. Teunissen
          does not resign and the Company does not terminate his employment for
          cause prior to the end of the Transition Period.



     •    Mr. Teunissen's equity awards will continue to vest through the
          Transition Period in their normal course in accordance with the terms of
          the award documents.



     •    At the end of the Transition Period, Mr. Teunissen's equity awards that
          are time-based and that are outstanding and unvested as of the end of the
          Transition Period, but that would have vested from January 2, 2023
          through May 30, 2023 had Mr. Teunissen's employment continued through
          this period, shall accelerate and vest as of January 1, 2023. In the case
          of Mr. Teunissen's PSUs, vesting will be based on actual performance
          through December 31, 2022 in accordance with the terms of the award
          documents. Stock options that have vested, including those through
          acceleration, shall remain exercisable through the date that is the
          earlier of (1) December 31, 2024 or (2) the expiration date of the
          relevant stock option.

During the Transition Period, it is contemplated that Mr. Teunissen will enter into a Consulting Agreement with the Company pursuant to which he will continue to provide consulting services, including facilitating a smooth CFO transition, from January through March 2023.

The foregoing description of the Transition Services Agreement is summary in nature and is qualified in its entirety by the full text of the Transition Services Agreement, which is attached hereto as Exhibit 10.2 and which is incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number       Description

10.1           Employment Letter Agreement dated October 10, 2022 between
             Tripadvisor LLC and Michael Noonan.

10.2           Transition Services Agreement dated October 10, 2022 between
             Tripadvisor LLC and Ernst Teunissen.

99.1           Press Release of Tripadvisor, Inc. dated October 11, 2022.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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