Priceline 2014 Annual Report Download - page 140

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7.4.
Restricted Stock Units .
(e)
Character
. Each Restricted Stock Unit shall entitle the recipient to one or more shares of Stock at a
close of such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture arising on the basis
of such conditions relating 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.
(f)
Form and Timing of Payment
. Payment of earned Restricted Stock Units shall be made in a single
lump sum following the close of the applicable Restriction Period in accordance with applicable law. At the discretion of
the Committee, Participants may be entitled to receive payments equivalent to any dividends declared with respect to
Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction Period and
then only if the underlying Stock shall have been earned. Unless the Committee shall provide otherwise, any such
dividend equivalents shall be paid, if at all, without interest or other earnings.
7.5.
Performance Share Units .
(a)
Character
. Each Performance Share Unit shall entitle the recipient to the value of a specified
number of shares of Stock, over the initial value for such number of shares, if any, established by the Committee at the
time of grant, at the close of a specified Performance Period to the extent specified business objectives, including, but
not limited to, Performance Goals, shall have been achieved.
(b)
Earning of Performance Share Units
. The Committee shall set Performance Goals or other business
objectives in its discretion which, depending on the extent to which they are met within the applicable Performance
Period, will determine the number and value of Performance Share Units that will be paid out to the Participant. After
the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout
on the number and value of Performance Share Units earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding Performance Goals or other business objectives have
been achieved.
(c)
Form and Timing of Payment
. Payment of earned Performance Share Units shall be made in a
single lump sum following the close of the applicable Performance Period in accordance with applicable law. At the
discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Stock which
have been earned in connection with grants of Performance Share Units which have been earned, but not yet distributed
to Participants. The Committee may permit or, if it so provides at grant require, a Participant to defer such Participant’
s
receipt of the payment of cash or the delivery of Stock that would otherwise be due to such Participant by virtue of the
satisfaction of any requirements or goals with respect to Performance Share Units. If any such deferral election is
required or permitted, the Committee shall establish rules and procedures for such payment deferrals.
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