Priceline 2014 Annual Report Download - page 138

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Optionee for any calendar year shall be $100,000 minus
the aggregate Market Value at the date of grant of the number of
shares of Stock available for purchase for the first time in the same year under each other Incentive Option previously
granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee
under any other incentive stock option plan of the Company and its Affiliates. Any shares of Stock which would cause
the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise
identical in its terms to those of the Incentive Option.
(g)
Notification of Disposition
. Each person exercising any Incentive Option granted under the Plan
shall be deemed to have covenanted with the Company to report to the Company any disposition of the shares of Stock
issued upon such exercise prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code and,
if and to the extent that the realization of income in such a disposition imposes upon the Company federal, state, local or
other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise
available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.
7.2.
Stock Appreciation Rights .
(b)
Tandem or Stand-Alone
. Stock Appreciation Rights may be granted in tandem with an Option (at
or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and unrelated to an Option. Stock
Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the
related Option shall terminate to the extent that the tandem Stock Appreciation Rights are exercised.
(c)
Exercise Price
. Stock Appreciation Rights shall have an exercise price of not less than fifty percent
(50%) of the Market Value of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with
Options, the exercise price of the related Option.
(d)
Other Terms
. Except as the Committee may deem inappropriate or inapplicable in the
circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially similar to those
applicable to a Nonstatutory Option. In addition, a Stock Appreciation Right related to an Option which can only be
exercised during limited periods following a Change of Control may entitle the Participant to receive an amount based
upon the highest price paid or offered for Stock in any transaction relating to the Change of Control or paid during the
thirty (30) day period immediately preceding the occurrence of the Change of Control in any transaction reported in the
stock market in which the Stock is normally traded.
7.3.
Restricted Stock .
(e)
Purchase Price
. Shares of Restricted Stock shall be issued under the Plan for such consideration, in
cash, other property or services, or any combination thereof, as is determined by the Committee.
(f)
Issuance of Certificates
. Each Participant receiving a Restricted Stock Award, subject to subsection
(c) below, shall be issued a stock certificate in respect of such shares
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