Priceline 2014 Annual Report Download - page 133

Download and view the complete annual report

Please find page 133 of the 2014 Priceline annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

2.43.
Subsidiary
means any corporation, company or other entity in an unbroken chain of corporations (or
other entities) beginning with the Company if, at the time of granting of an Award, each of the corporations or other
entities (other than the last corporation or other entity in the unbroken chain) owns stock (or other ownership interests)
possessing 50% or more of the total combined voting power of all classes of stock (or other ownership interests) in one
of the other corporations (or other entities) in the chain.
2.44.
Ten Percent Owner
means a person who owns, or is deemed within the meaning of Section 422(b)(6) of
the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company (or any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively,
of the Code). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts
existing immediately prior to the Grant Date of the Option.
2.45.
Transaction
means (a) any merger or consolidation of the Company with or into another entity as a result
of which the Stock of the Company is converted into or exchanged for the right to receive cash, securities or other
property or is cancelled, (b) any sale or exchange of all of the Stock of the Company for cash, securities or other
property, (c) any sale, transfer, or other disposition of all or substantially all of the Company’
s assets to one or more
other persons in a single transaction or series of related transactions, or (d) any liquidation or dissolution of the
Company.
time in the period commencing on the date of approval of the Plan by the Board of Directors of KAYAK Software
Corporation and ending immediately prior to the tenth anniversary of the Effective Date. Awards granted pursuant to the
Plan within that period shall not expire solely by reason of the termination of the Plan.
4.1.
Stock Subject to the Plan
. At no time shall the number of shares of Stock issued pursuant to or subject to
Awards (including Incentive Options granted prior to May 21, 2013) granted under the Plan exceed 61,972 shares of
Stock (including shares of Class A Common Stock and Class B Common Stock issued prior to May 21, 2013 as adjusted
by the conversion ratio set forth in the Merger Agreement); provided, however
, that in no event (other than as
contemplated by the immediately following proviso) shall the maximum aggregate number of shares of Stock exceed
61,972; and provided, further
, that such maximum number of shares of Stock shall be subject to the other provisions of
this Section 4 and to the provisions of Section 8 of the Plan.
4.2.
Lapsed Awards
. For purposes of applying the foregoing limitation, settlement of any Award shall not
count against the foregoing limitations except to the extent settled in the form of Stock and, without limiting the
generality of the foregoing:
-8-
3.
Term of the Plan
4.
Stock Subject to the Plan