Priceline 2014 Annual Report Download - page 136

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Participant only by the Participant or the Participant’
s legal representative. However, the Committee may, at or after the
grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such Award may be transferred
by the recipient to a family member; provided, however
, that any such transfer is without payment of any consideration
whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its sole discretion. For
this purpose, “family member”
means any child, stepchild, grandchild, parent, grandparent, stepparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, including adoptive relationships, any person sharing the employee’
s household (other than a tenant or employee), a
trust in which the foregoing persons have more than fifty (50) percent of the beneficial interests, a foundation in which
the foregoing persons (or the Participant) control the management of assets, and any other entity in which these persons
(or the Participant) own more than fifty (50) percent of the voting interests.
6.5.
Code Limits on Grants of Qualified Performance-Based Awards
. In no event shall the number of shares
of Stock covered or referenced by either Options or Stock Appreciation Rights, or other Awards which are granted as
Qualified Performance-
Based Awards, to any one person in any one calendar year exceed 61,972 shares of Stock. These
limitations shall not apply prior to the date required to apply under the regulations of the U.S. Department of Treasury
promulgated under Section 162(m) of the Code, however. Solely for purposes of applying the limitations of this Section
6.5, if in effect, any shares of Stock subject to Options or Stock Appreciation Rights which are canceled (or deemed
canceled, as a result of repricing described in applicable regulations of the U.S. Department of Treasury promulgated
under Section 162(m) of the Code) shall nevertheless continued to be counted even after such cancellation (or deemed
cancellation).
7.1.
Options .
(a)
Date of Grant
. The granting of an Option shall take place at the time specified in the Agreement.
Only if expressly so provided in the applicable Agreement shall the Grant Date be the date on which the Agreement shall
have been duly executed and delivered by the Company and the Optionee.
(b)
Exercise Price
. The price at which shares of Stock may be acquired under each Incentive Option
shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than 110% of the Market Value
of Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price at which shares of Stock may be acquired
under each Nonstatutory Option shall not be so limited solely by reason of this Section.
(c)
Option Period
. No Incentive Option may be exercised on or after the tenth anniversary of the Grant
Date, or on or after the fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner. The Option period
under each Nonstatutory Option shall not be so limited solely by reason of this Section.
(d)
Exercisability
. An Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may determine.
-11-
7.
Specific Terms of Awards