Priceline 2014 Annual Report Download - page 135

6.1. Eligibility
. The Committee may grant from time to time and at any time prior to the termination of the
Plan one or more Awards, either alone or in combination with any other Awards, to (a) any employee of KAYAK
Software Corporation or one of its subsidiaries as of May 21, 2013, or (b) an employee of the Company or any of its
Affiliates who is hired by the Company or such Affiliate on or after May 21, 2013; provided that prior to May 21, 2013,
Awards could be granted to consultants of KAYAK Software Corporation or any of its subsidiaries or to any
nonemployee member of the Board of Directors of KAYAK Software Corporation or any member of any board of
directors (or similar governing authority) of any Subsidiary of KAYAK Software Corporation. However, if
the
Company obtains stockholder approval of the Plan and subject to the previous sentence, only employees of the
Company, and of any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f),
respectively, of the Code, shall be eligible for the grant of an Incentive Option.
6.2.
General Terms of Awards
. Each grant of an Award shall be subject to all applicable terms and conditions
of the Plan (including, but not limited to, any specific terms and conditions applicable to that type of Award set out in
the following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as the
Committee may prescribe. No prospective Participant shall have any rights with respect to an Award, unless and until
such Participant shall have complied with the applicable terms and conditions of such Award (including if applicable
delivering a fully executed copy of any agreement evidencing an Award to the Company).
6.3.
Effect of Termination of Employment, Etc.
Unless the Committee shall provide otherwise with respect to
any Award, if the Participant’
s employment or other association with the Company and its Affiliates ends for any reason,
including because of an Affiliate ceasing to be an Affiliate, (a) any outstanding Stock Right of the Participant shall cease
to be exercisable in any respect not later than 90 days following that event and, for the period it remains exercisable
following that event, shall be exercisable only to the extent exercisable at the date of that event, and (b) any other
outstanding Award of the Participant shall be forfeited or otherwise subject to return to or repurchase by the Company
on the terms specified in the applicable Agreement. Cessation of the performance of services in one capacity, for
example, as an employee, shall not result in termination of an Award while the Participant continues to perform services
in another capacity, for example as a director. Military or sick leave or other bona fide leave shall not be deemed a
termination of employment or other association, provided
that it does not exceed the longer of ninety (90) days or the
period during which the absent Participant’
s reemployment rights, if any, are guaranteed by statute or by contract. To the
extent consistent with applicable law, the Committee may provide that Awards continue to vest for some or all of the
period of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the
Participant’s return from leave, if ever.
6.4.
Non-Transferability of Awards
. Except as otherwise provided in this Section 6.4, Awards shall not be
transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’
s rights in any Award
may be exercised during the life of the
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6.
Authorization of Grants