Priceline 2014 Annual Report Download - page 132

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temporarily holding securities pursuant to an offering of such securities, (d) a corporation or other entity owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of
Stock, or (e) the Participant or any group of persons including the Participant, or any entity controlled by the Participant
or any group of persons including the Participant; provided the Participant is an executive officer, director or more than
10% owner of Stock.
2.32.
Plan
means this 2012 Equity Incentive Plan, as adopted by the Company and as amended from time to
time, and including any attachments or addenda hereto.
2.33.
Qualified Performance-Based Awards
means Awards to persons who are or become covered employees
within the meaning of Section 162(m) of the Code and which are intended to or at grant would qualify as “performance-
based compensation” under Section 162(m) of the Code.
2.34.
Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.
2.35.
Restricted Stock Units
means rights to receive shares of Stock at the close of a Restriction Period,
subject to a Risk of Forfeiture.
2.36.
Restriction Period
means the period of time, established by the Committee in connection with an Award
of Restricted Stock or Restricted Stock Units, during which the shares of Restricted Stock or Restricted Stock Units are
subject to a Risk of Forfeiture described in the applicable Agreement.
2.37.
Risk of Forfeiture
means a limitation on the right of the Participant to retain Restricted Stock or
Restricted Stock Units, including a right of the Company to reacquire shares of Restricted Stock at less than its then
Market Value or Fair Market Value, whichever applies, arising because of the occurrence or non-
occurrence of specified
events or conditions.
2.38.
Stock means shares of the common stock, par value $0.008 per share, of the Company.
2.39.
Stock Appreciation Right
means a right to receive any excess in the Market Value or Fair Market Value,
whichever applies, of shares of Stock (except as otherwise provided in Section 7.2(c)) over a specified exercise price.
2.40.
Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture conditions.
2.41.
Stock Right means an Award in the form of an Option or a Stock Appreciation Right.
2.42.
Stockholders’ Agreement
means any agreement by and among the holders of at least a majority of the
outstanding voting securities of the Company and setting forth, among other provisions, restrictions upon the transfer of
shares of Stock or on the exercise of rights appurtenant thereto (including but not limited to, voting rights).
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