Priceline 2014 Annual Report Download - page 130

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2.12.
Code
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute
thereto, and any regulations issued from time to time thereunder.
2.13.
Committee
means the Compensation Committee of the Board, which in general is responsible for the
administration of the Plan, as provided in Section 5 of this Plan. For any period during which no such committee is in
existence “Committee”
shall mean the Board and all authority and responsibility assigned to the Committee under the
Plan shall be exercised, if at all, by the Board.
2.14.
Company
means priceline.com Incorporated, a corporation organized under the laws of Delaware, or any
assign or successor thereto as provided in Section 21 hereof.
2.15.
Effective Date
means July 25, 2012, which is the date on which KAYAK Software Corporation first sold
shares of its Class A Common Stock to the underwriters pursuant to KAYAK Software Corporation’
s initial public
offering.
2.16.
Exchange Act
means the U.S. Securities Exchange Act of 1934, as amended and in effect from time to
time.
2.17.
Fair Market Value
of a share of Stock as of a particular date shall mean the closing sales price per share
of Stock on the national securities exchange on which the Stock is principally traded, for the last preceding date on
which there was a sale of such Stock on such exchange.
2.18.
Fiscal Year means each fiscal year of the Company, as established from time to time by the Board.
2.19.
Good Reason
means, with respect to Awards granted prior to May 21, 2013, in connection with a
Participant’
s termination of his or her employment or other association with the Company and its Affiliates, such
termination occurring within thirty (30) days after any of the following events: (i) mutual written agreement by a
Participant and the Board that Good Reason exists; (ii) a material violation by the Company of its employment,
consulting or services agreement with the Participant that continues uncured for a period of thirty (30) days after notice
thereof by the Participant; (iii) if such Participant is an executive officer of the Company, demotion of the Participant,
without the Participant’
s prior consent, to a position that does not include significant managerial responsibilities; (iv)
reduction in the Participant’
s base salary, other than in connection with, and substantially proportionate to, a general
salary reduction program that applies to the Company’
s similar class of officers or employees; or (v) a relocation of the
Company that requires the Participant to commute to an office that is more than sixty (60) miles away from the
Participant’
s then current place of employment. 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 “Good Reason” (
or a
similar term), such definition shall govern for purposes of determining whether the Participant has been terminated for
Good Reason for purposes of the Plan. The determination of Good Reason shall be made by the Committee, in its sole
discretion.
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