Priceline 2014 Annual Report Download - page 134

Download and view the complete annual report

Please find page 134 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

(a)
if any Option or Stock-
settled Stock Appreciation Right expires, terminates, or is cancelled for any
reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less
than its Market Value as a means of effecting a forfeiture, the shares of Stock not purchased by the Optionee or which
are forfeited by the recipient or repurchased shall again be available for Awards to be granted under the Plan;
(b)
if any Option is exercised by delivering previously owned shares of Stock in payment of the
exercise price therefor, the number of shares delivered shall be considered to have been issued pursuant to an Award
granted under the Plan; and
(c)
any shares of Stock either tendered or withheld in satisfaction of tax withholding obligations of the
Company or an Affiliate shall not again be available for issuance under the Plan.
None of the foregoing provisions or the adjustment provisions of Section 8 shall apply in determining the maximum
number of shares of Stock issued pursuant to or subject to outstanding Incentive Options unless consistent with the
provisions of Section 422 of the Code, however. Shares of Stock issued pursuant to the Plan may be either authorized
but unissued shares or shares held by the Company in its treasury.
The Plan shall be administered by the Committee; provided, however
, that at any time and on any one or more
occasions the Board may itself exercise any of the powers and responsibilities assigned the Committee under the Plan
and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’
s exercise of its
authorities hereunder; and provided further, however,
that the Committee may delegate to an executive officer or officers
the authority to grant Awards hereunder to employees who are not officers, and to consultants, in accordance with such
guidelines as the Committee shall set forth at any time or from time to time. Subject to the provisions of the Plan, the
Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations
with respect to each Award to be granted by the Company under the Plan including the employee, consultant or director
to receive the Award and the form of Award. In making such determinations, the Committee may take into account the
nature of the services rendered by the respective employees, consultants, and directors, their present and potential
contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion
shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the
respective Agreements (which need not be identical), and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee’
s determinations made in good faith on matters referred to in the Plan shall
be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made
pursuant hereto.
-9-
5.
Administration