Priceline 2014 Annual Report Download - page 137

Download and view the complete annual report

Please find page 137 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

In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in
whole or in part at any time; provided, however,
that in the case of an Incentive Option, any such Acceleration of the
Option would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the Optionee
consents to the Acceleration.
(e)
Method of Exercise
. An Option may be exercised by the Optionee giving written notice, in the
manner provided in Section 18, specifying the number of shares of Stock with respect to which the Option is then being
exercised. The notice shall be accompanied by payment in the form of cash or check payable to the order of the
Company in an amount equal to the exercise price of the shares of Stock to be purchased or, subject in each instance to
the Committee’
s approval, acting in its sole discretion, and to such conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the Company,
(i) by delivery to the Company of shares of Stock having a Market Value equal to the exercise price of
the shares to be purchased, or
(ii) by surrender of the Option as to all or part of the shares of Stock for which the Option is then
( 1 ) the aggregate Market Value of the surrendered portion of the Option, and ( 2
) the aggregate exercise price
under the Option for the surrendered portion of the Option, or
(iii) unless prohibited by applicable law, by delivery to the Company of the Optionee’
s executed
otherwise in such form as the Committee shall have approved, or
(iv) by delivery of any other lawful means of consideration which the Committee may approve.
If the Stock is traded on an established market, payment of any exercise price may also be made through and under the
terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock
subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and
payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty
(30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be
delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased or the
shares shall be held at the Company’
s transfer agent in book entry form with appropriate restrictions relating to the
transfer of such shares. Such shares of Stock shall be fully paid and nonassessable.
(f)
Limit on Incentive Option Characterization
. An Incentive Option shall be considered to be an
Incentive Option only to the extent that the number of shares of Stock for which the Option first becomes exercisable in
a calendar year do not have an aggregate Market Value (as of the date of the grant of the Option) in excess of the
“current limit”. The current limit for any
-12-