Tripadvisor Inc — 10-K exhibit

Tripadvisor, Inc. (together with its subsidiaries the “Company”) has adopted this Insider Trading Policy (this “Policy”) to promote compliance with federal securities laws and to protect the Company’s reputation for integrity and ethical conduct. The Policy governs transactions in securities of the Company or any other issuer where violations of securities laws could arise. The objectives of this Policy are (i) to help prevent any actual or perceived impropriety, either of which could lead to allegations of insider trading and the potential for significant liability on the part of any implicated parties; and (ii) to protect the Company’s reputation for integrity and ethical conduct. As a result of applicable securities laws and this Policy, Covered Persons (as defined below) may, from time to time, have to forego or delay a desired securities transaction and may, as a consequence, suffer economic loss or forego anticipated profit.

The Policy is applicable to all directors, officers, employees, contractors and consultants of the Company, as well as any immediate family members sharing the household of any of the foregoing and any family members not sharing the same household but whose trading is directed by any of the foregoing (collectively, the “Covered Persons”). Individuals subject to this Policy are responsible for ensuring that their immediate family members comply with this Policy.

Federal securities laws prohibit a person from trading securities if the person is aware of “material non-public information” about the issuer of the securities. These laws also prohibit persons who are aware of such information from disclosing or “tipping” this information to others who may trade. Both the U.S. Securities and Exchange Commission (the “SEC”) and the national securities exchanges investigate, and are very effective at detecting, insider trading.

“Material information” has been defined as information that could be expected to affect the investment decision of a reasonable investor or to affect the market price of the stock. Both positive and negative information may be material. What is material is usually determined on a case-by-case basis, in light of all the surrounding circumstances; and it is not possible to define all categories of material information. Following are examples of information which could be material:

▪ unpublished earnings reports, projections, or performance against key operational metrics,

▪ proposed major spending programs or cost-saving initiatives,

▪ regulatory or litigation problems, including the threat of significant litigation,

▪ significant changes in senior management,

▪ pending or proposed acquisition or divestiture of a significant business or significant assets,

▪ securities offerings or other financings,

▪ stock repurchase programs,

▪ new product launches,

▪ new major contracts, suppliers or partners, or the loss thereof, and

▪ Cybersecurity incidents or breach, including data breach.

Information should be considered “non-public” if it has not been disclosed to the general public. In order for information to be considered public, it must be included in filings with the SEC, been the subject of a widely disseminated press release or widely reported in the media. In addition, even after a public announcement, a reasonable period of time must elapse in order for the market to react to the information. Information should generally be considered “non-public” until the opening of the market on the second trading day following the day on which such information was widely disseminated.

The Policy governs sales, purchases or other transfers of (i) the Company’s securities, including its common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures, warrants or other derivative securities); and (ii) any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities (collectively, the “Company Securities”). Each Covered Person is responsible for compliance with this Policy and applicable securities laws, irrespective of any action or approval by the Chief Compliance Officer. Clearance or approval does not constitute legal advice and does not protect an individual from liability for insider trading.

The Policy’s trading restrictions do not apply to the exercise of an employee stock option by payment of the exercise price and any required tax withholding in cash; however, the Policy does apply to any sale of stock acquired by exercising employee stock options and to cashless exercise of options.

Company Insiders (as defined below) are subject to and must comply with the following additional trading procedures by virtue of their regular or routine access to material non-public information during the course of their employment or by virtue of their involvement with a project that results in knowledge of material non-public information.

⎯ all members of the board of directors and all executive officers of the Company;

⎯ all members of the executive leadership team and certain persons who report directly to such members; and

⎯ other officers, employees and consultants of the Company or its brands or businesses who are advised by or on behalf of the Chief Compliance Officer that they are Company Insiders.

The list of Company Insiders is reviewed and updated periodically. From time to time, individuals not previously identified as Company Insiders may be designated as such without prior notice or consent.

Any transactions in Company Securities (including transactions effected pursuant to a Rule 10b5-1 Plan) by a director or officer who is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be reported to the Chief Compliance Officer on the same day in which such a transaction occurs. Compliance with this provision is important given the requirement of Section 16 that these persons generally must report changes in ownership of Company Securities within two business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious violators. Each report a Section 16 reporting person makes should include the date of the transaction, quantity of shares, price and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending (or having such person’s broker send) duplicate confirmations of trades to the Chief Compliance Officer at tradealert@tripadvisor.com.

Upon termination of service as a director, officer, employee, contractor or consultant of the Company, such Covered Person will continue to be subject to the restrictions on securities trading contained in the securities laws, as well as to the Company’s agreements and practices regarding the safeguarding of confidential information.

Rule 10b5-1 of the Exchange Act generally allows a person to trade when aware of material non- public information if the trade was executed pursuant to a plan satisfying the requirements of Rule 10b5-1 and that was established at a time when the person was not aware of such information. Rule 10b5-1 is a complicated rule that requires sophisticated planning (a “Trading Plan”). Trading Plans should not be relied upon without the advice of one’s own legal counsel or personal financial adviser. The adoption, amendment and termination of a Trading Plan must be approved by the Chief Compliance Officer. Trades in Company Securities that are executed pursuant to an approved Trading Plan are not subject to the prohibition on trading on the basis of material non-public information contained in the Policy or to the restrictions set forth above relating to pre-clearance procedures and window periods. A Covered Person may not institute or amend his or her Trading Plan, and deviations from such plan may not be made, at a time when the Covered Person is aware of any material non-public information, or outside of an open trading window. All new or amended Trading Plans must include a cooling-off period, meaning a required waiting period before any trades can be made under the plan, of no less than 90 days for directors and officers and 30 days for all other participants, consistent with SEC requirements. Covered Persons may not maintain multiple or overlapping Trading Plans unless specifically approved by the Chief Compliance Officer. The Chief Compliance Officer may circulate from time to time, upon request of a Covered Person, criteria for clearance of trading plans.

Directors and executive officers subject to Section 16 of the Exchange Act are required to provide notice to the Chief Compliance Officer of any sale or purchase transaction pursuant to a Trading Plan and such transactions will be disclosed in the Form 4 relating to such transaction. In accordance with the SEC rules, the Company will include in its quarterly disclosures legally required disclosures regarding the directors and executive officers subject to Section 16 of the Exchange Act that have adopted and terminated a Trading Plan, such disclosure to include the identity of such person and a description of the material terms of such Trading Plan.

A waiver of any provision of this Policy (including the trading policies and trading procedures outlined above) for executive officers or directors of the Company may only be authorized by the Audit Committee of the Board of Directors, and any such waiver shall be reported to the Company’s Board of Directors. A waiver of any provision of this Policy (including the trading policies and trading procedures outlined above) for any other Covered Person must be authorized by the Chief Compliance Officer.

Penalties for trading on or communicating material non-public information are severe and may be applied against the individual involved in unlawful conduct, as well as against the Company, controlling persons of the Company and/or the supervisors of the person engaged in insider trading. A person can be subject to some, or all of the penalties noted below even if such person does not personally benefit from the violation. Penalties include:

▪ civil injunctions;

▪ disgorgement of profits gained, or losses avoided by the trading;

▪ imprisonment; and

▪ criminal and civil monetary penalties.

The Company reserves the right to modify, discontinue or replace this Policy or any terms of the Policy at any time, with or without notice. In the event of a conflict between this Policy and applicable law, applicable law will prevail.

Any alleged or actual violation of this Policy (a “Violation”) shall be treated as a serious matter and must be immediately reported to the Compliance Team. The Compliance Team shall investigate the facts and circumstances surrounding any and all alleged Violations. In addition, any Violation can be expected to result in serious sanctions by the Company, including dismissal, suspension without pay, loss of pay or bonus, loss of benefits, demotion, or other sanctions, whether or not the violation of Company policy or procedure also constituted a violation of law.

The Compliance Committee shall have primary responsibility for the administration of this Policy, working with the appropriate members of other departments. This Policy shall be disseminated to key personnel responsible for administration promptly following its adoption and from time to time thereafter

as Company management shall deem appropriate. If you have any questions regarding a particular securities transaction, or the Policy generally, please do not hesitate to contact the Compliance Team at compliance@tripadvisor.com.

Schedule A

PRE-CLEARANCE PROCEDURES FOR COMPANY INSIDERS

No Company Insider may trade in Company Securities until:

∙ The Company Insider has notified the Chief Compliance Officer of the Company’s Insider’s intention to trade in Company Securities by submitting a trade request via email to tradealert@tripadvisor.com;

∙ The Company Insider has determined that: (a) the Company Insider is not in possession of material, nonpublic information concerning the Company; and (b) to the Company Insider’s best knowledge, the proposed trade(s) complies with all applicable laws and regulations; and

∙ The Chief Compliance Officer has approved the trade request. The Chief Compliance Officer will endeavor to provide written clearance as soon as practicable. If possible, a trade request should be sent at least two business days prior to the intended trade date. After receiving written clearance to engage in a trade (“Clearance”), a Company Insider shall complete the proposed trade within five business days. If he or she deems it necessary, the Chief Compliance Officer may rescind a Clearance by written notice to the Company Insider, which notice may be by electronic mail. If an approved trade request is not executed within five business days following the date of Clearance, the Company Insider must submit a new trade request pursuant to the procedures outlined above.

The Chief Compliance Officer does not assume the responsibility for, and approval from the Chief Compliance Officer does not protect the Company Insider from the consequences of prohibited insider trading.

Company Insiders shall provide to the Chief Compliance Officer any documentation reasonably requested by him or her in furtherance of the foregoing procedures. Any failure to provide such requested information will be grounds for denial of approval by the Chief Compliance Officer. In addition, at his or her discretion, the Chief Compliance Officer may also discuss a Company Insider’s proposed trade with the Company Insider’s manager or department head in order to inquire as to the existence of any material non-public information that the Company Insider may have or have access to.

The existence of the foregoing approval procedures does not in any way obligate the Chief Compliance Officer to approve any trade requested by a Company Insider. The Chief Compliance Officer may reject any trading request at his or her sole discretion. From time to time, an event may occur that is material to the Company and is known by only a few directors or executives. So long as the event remains material and non-public, the Chief Compliance Officer may determine not to approve any transactions in the Company’s securities. If a Company Insider requests clearance to trade in the Company’s securities during the pendency of such an event, the Chief Compliance Officer may reject the trading request without disclosing the reason.