Priceline 2014 Annual Report Download - page 126

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Exhibit 10.8
KAYAK SOFTWARE CORPORATION
2012 EQUITY INCENTIVE PLAN
(as assumed by priceline.com Incorporated on May 21, 2013 and as
amended and restated as of February 7, 2014)
and its Affiliates and to provide additional incentive for them to promote the success of the Company’
s business through
the grant of Awards of or pertaining to shares of Stock. If the Company obtains stockholder approval of the Plan, the
Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but not all Awards
are required to be Incentive Options. This Plan is hereby amended and restated as of February 7, 2014 to reflect its prior
assumption by priceline.com Incorporated (the “Company”)
pursuant to the terms of the Agreement and Plan of Merger
by and among KAYAK Software Corporation, the Company, and Produce Merger Sub, Inc., dated as of November 8,
2012 (the “Merger Agreement”), and to reflect changes to certain terms of the Plan authorized by the Board.
clearly requires otherwise:
2.1.
Accelerate , Accelerated , and Acceleration
, means: (a) when used with respect to a Stock Right, that as
of the time of reference the Stock Right will become exercisable with respect to some or all of the shares of Stock for
which it was not then otherwise exercisable by its terms; (b) when used with respect to Restricted Stock or Restricted
Stock Units, that the Risk of Forfeiture otherwise applicable to the Restricted Stock or Restricted Stock Units shall
expire with respect to some or all of the shares of Restricted Stock or Restricted Stock Units then still otherwise subject
to the Risk of Forfeiture; and (c) when used with respect to Performance Share Units, that the applicable Performance
Goals or other business objectives shall be deemed to have been met as to some or all of the Performance Share Units.
2.2.
Affiliate means an affiliate of the Company, as defined in Rule 12b-
2 promulgated under Section 12 of the
Exchange Act.
2.3.
Agreement
means an agreement between the Company and the recipient of an Award, or other notice of
grant of an Award, setting forth the terms and conditions of the Award.
2.4.
Award
means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights, Performance
Share Units, Restricted Stock, Restricted Stock Units, or Stock Grants.
2.5.
Beneficial Owner has the meaning set forth in Rule 13d-3 under the Exchange Act.
2.6.
Board means the Company’s Board of Directors.
1.
Purpose
2.
Definitions