Priceline 2014 Annual Report Download - page 129

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2.9.
Change of Control
means the occurrence of any of the following with respect to Awards granted prior to
May 21, 2013:
(a)
a Transaction, unless securities possessing more than 50% of the total combined voting power of
the survivor’s or acquiror’
s outstanding securities (or the securities of any parent thereof) are held by a person or persons
who held securities possessing more than 50% of the total combined voting power of the Company’
s outstanding
securities immediately prior to that transaction, or
(b)
any person or group of persons (within the meaning of Section 13(d)(3) of the Exchange Act)
directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership
(determined pursuant to Securities and Exchange Commission Rule 13d-
3 promulgated under the said Exchange Act) of
securities possessing more than 50% of the total combined voting power of the Company’
s outstanding securities, unless
acquired pursuant to a tender or exchange offer made directly to the Company’
s stockholders that the Board
recommends such stockholders accept, other than (i) the Company or an Affiliate, (ii) an employee benefit plan of the
Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such
securities, or
(c)
over a period of twenty-
four (24) consecutive months or less there is a change in the composition of
the Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by
reason of one or more proxy contests for the election of Board members, to be composed of individuals who either (i)
have been Board members continuously since the beginning of that period, or (ii) have been elected or nominated for
election as Board members during such period by at least a majority of the Board members described in the preceding
clause (i) who were still in office at the time that election or nomination was approved by the Board; or
(d)
a majority of the Board votes in favor of a decision that a Change of Control has occurred.
Notwithstanding the foregoing, no Transaction or other event described in (a), (b), (c) or (d) above shall constitute a
“Change of Control”
for purposes of any Award which is subject to Section 409A of the Code and under which a
“Change of Control”
is a payment event, unless either such Transaction or event is also a change of control event within
the meaning of Treas. Reg. § 1.409A-
3(i)(5) or the Committee determines such a change of control event is not required
to assure the Award’s continued compliance with Section 409A of the Code.
2.10.
Class A Common Stock
means the Class A Common Stock, par value $0.001 per share, of KAYAK
Software Corporation prior to KAYAK Software Corporation’s merger with the Company.
2.11.
Class B Common Stock
means the Class B Common Stock, par value $0.001 per share, of KAYAK
Software Corporation prior to KAYAK Software Corporation’s merger with the Company.
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