Priceline 2014 Annual Report Download - page 123

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INDEX TO EXHIBITS
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide
you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the
other parties to the agreements. Some agreements contain representations and warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
Additional information about the Company may be found elsewhere in this Annual Report on Form 101K and the Company's other public
filings, which are available without charge through the SEC's website at http://www.sec.gov.
118
•
prove to be inaccurate;
•
agreement, which
-
disclosures are not necessarily reflected in the agreement;
•
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•
subject to more recent developments.
Exhibit Number
Description
2.1(a) Agreement and Plan of Merger, dated as of November 8, 2012, by and among KAYAK Software Corporation, the Registrant
and Produce Merger Sub, Inc.
2.2(b) Agreement and Plan of Merger, dated as of June 12, 2014, by and among OpenTable, Inc., the Registrant and Rhombus, Inc.
3.1(c) Restated Certificate of Incorporation of the Registrant.
3.2(d) Amended and Restated By-Laws of the Registrant.
4.1 Reference is hereby made to Exhibits 3.1 and 3.2.
4.2(e) Specimen Certificate for Registrant's Common Stock.
4.3(f) Indenture, dated as of March 10, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC as
Trustee.
4.4(g) Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as
Trustee.
4.5(h) Indenture, dated as of June 4, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
4.6(i) Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as
Trustee.
4.7(j) Form of Indenture for the 2.375% Senior Notes due 2024, between the Registrant and Deutsche Bank Trust Company
Americas as Trustee.
4.8(k) Form of 2.375% Senior Note due 2024.
4.9(l) Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
10.1(m)+ The Priceline Group Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 6, 2013).
10.2(n)+ Form of Stock Option Grant Agreement under the 1999 Omnibus Plan.
10.3(o)+ Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan.
10.4(p)+ Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
10.5(q)+ 2012 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.6(r)+ 2013 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.7(s)+ 2014 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.8+ Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan.
10.9(t)+ OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.
10.10(u)+ Buuteeq, Inc. Amended and Restated 2010 Stock Plan.