Priceline 2014 Annual Report Download - page 139

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of Restricted Stock or the shares shall be held at the Company’
s transfer agent in book entry form. If certificates are
issued, such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form:
The shares evidenced by this certificate are subject to the terms and conditions of the KAYAK Software
Corporation 2012 Equity Incentive Plan, as amended and restated
and an Agreement entered into by the
holder of the shares evidenced by this certificate upon written request and without charge.
(g)
Escrow of Shares
. The Committee may require that the stock certificates evidencing shares of
Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the
Stock covered by such Award.
(h)
Restrictions and Restriction Period
. During the Restriction Period applicable to shares of
Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis
of such conditions related to the performance of services, Company or Affiliate performance or otherwise as the
Committee may determine and provide for in the applicable Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.
(i)
Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award
. Except as otherwise provided in
the Plan or the applicable Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of,
an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including the
right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock (but any dividends or
other distributions payable in shares of Stock or other securities of the Company shall constitute additional Restricted
Stock, subject to the same Risk of Forfeiture as the shares of Restricted Stock in respect of which such shares of Stock or
other securities are paid). The Committee, as determined at the time of Award, may permit or require the payment of
cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent
shares of Stock are available under Section 4.
(j)
Lapse of Restrictions
. If and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretofore so
delivered 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.
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