Priceline 2014 Annual Report Download - page 127

2.7. Cause
means (0) for Awards granted prior to May 21, 2013, with respect to a Participant, any one or more
of the following: (i) failure or refusal to perform the Participant’
s reasonably assigned duties to the Company or a
Subsidiary; (ii) material breach of any employment agreement, any consulting or services agreement, any non-
disclosure
or non-
competition agreement or any other agreement between the Participant and the Company (or a Subsidiary)
relating to the Participant’
s employment or other association with the Company and its Affiliates; (iii) embezzlement,
misappropriation of assets or property (tangible or intangible) of the Company; (iv) gross negligence, misconduct,
neglect of duties, theft, dishonesty or fraud with respect to the Company or a Subsidiary, or breach of fiduciary duty to
the Company or a Subsidiary; or (v) the indictment or conviction of a felony, or any crime involving moral turpitude,
including a plea of guilty or nolo contendre. Notwithstanding the foregoing, if the Participant and the Company or an
Affiliate have entered into an employment, consulting or services agreement that defines the term “Cause” (
or a similar
term), such definition shall govern for purposes of determining whether the Participant has been terminated for Cause for
purposes of the Plan. The determination of Cause shall be made by the Committee, in its sole discretion; and
(a)
for Awards granted on or after May 21, 2013, (i) the willful and continued failure by the Participant
substantially to perform his or her duties and obligations to the Company or a Subsidiary (other than any such failure
resulting from his or her incapacity due to physical or mental illness); (ii) the willful engaging by the Participant in
misconduct which is materially injurious to the Company or a Subsidiary; (iii) the commission by the Participant of a
felony; or (iv) the commission by the Participant of a crime against the Company or a Subsidiary which is materially
injurious to the Company. For purposes of this Section 2.7(b), no act, or failure to act, on a Participant’
s part shall be
considered “willful”
unless done, or omitted to be done, by the Participant in bad faith and without reasonable belief that
his or her action or omission was in the best interest of the Company or a Subsidiary. Determination of Cause shall be
made by the Committee in its sole discretion.
2.8.
Change in Control
means the occurrence of any of the following with respect to Awards granted on or
after May 21, 2013:
(a)
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing thirty-five percent (35%) or more of the combined voting power of the Company’
s then outstanding
securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided , however
, that the
event described in this Section 2.8.(a) shall not be deemed to be a Change in Control if such event results from the
acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in Section 2.8.(c));
(b)
individuals who, on the Grant Date, constitute the Board (the “Incumbent Directors”)
cease for any
reason to constitute at least a majority of the Board; provided , however
, that any person becoming a director subsequent
to the Grant Date, whose election or nomination for election was approved (either by a specific vote or by approval of
the proxy statement of the Company in which such person is named as a nominee for director, without written objection
to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such
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