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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

TripAdvisor, Inc. (the "Company") and Lindsay Nelson have agreed that Ms. Nelson will leave her position as Chief Brand and Marketing Officer of the Company effective January 9, 2022. Thereafter, Ms. Nelson will serve the Company in an advisory role through February 28, 2022. For purposes of the Company's Executive Severance Plan and Summary Plan Description (the "Severance Plan"), Ms. Nelson's departure will be treated as a termination of employment without Cause as of January 9, 2022.

In addition to the benefits to which Ms. Nelson is entitled under these circumstances pursuant to Section 3.1 of the Severance Plan, Ms. Nelson will also receive the following benefits:





       •   During the period from January 10, 2022 through February 28, 2022 (the
           "Transition Period"), Ms. Nelson will continue to serve as a part-time
           employee of the Company working on such projects as determined by the
           Company's Chief Executive Officer. In consideration for such service,
           during the Transition Period, Ms. Nelson shall (i) receive a reduced
           salary; (ii) continue to be eligible to participate in the employee
           benefit plans made available by the Company to its employees, including
           vacation and sick time; and (iii) be treated as an employee for purposes
           of the Company's 2018 Stock and Annual Incentive Plan, as amended.




       •   The Company will consider in good faith the payment of an annual bonus
           based on actual performance for 2021; such amount to be paid (if any),
           will be calculated in the same manner as 2021 earned corporate bonuses
           are calculated for the Company's employees generally, will be made at
           the same time as 2021 earned corporate bonuses are paid to the Company's
           employees and will be subject to the approval of the Compensation
           Committee of the Board of Directors.

The description of the separation is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which has been previously filed and is incorporated by reference herein, and the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Unless otherwise specified, capitalized terms used above without definitions have the meanings set forth in the Severance Plan or Separation Agreement.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number       Description

10.1           Separation Agreement dated November 16, 2021.

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

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