Priceline 2014 Annual Report Download - page 141

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7.6.
Stock Grants
. Stock Grants shall be awarded solely in recognition of significant prior or expected
contributions to the success of the Company or its Affiliates, as an inducement to employment, in lieu of compensation
otherwise already due and in such other limited circumstances as the Committee deems appropriate. Stock Grants shall
be made without forfeiture conditions of any kind.
7.7.
Qualified Performance-Based Awards .
(a)
Purpose
. The purpose of this Section 7.7 is to provide the Committee the ability to qualify Awards
as “performance-based compensation”
under Section 162(m) of the Code. If the Committee, in its discretion, decides to
grant an Award as a Qualified Performance-
Based Award, the provisions of this Section 7.7 will control over any
contrary provision contained in the Plan. In the course of granting any Award, the Committee may specifically designate
the Award as intended to qualify as a Qualified Performance-
Based Award. However, no Award shall be considered to
have failed to qualify as a Qualified Performance-
Based Award solely because the Award is not expressly designated as
a Qualified Performance-
Based Award, if the Award otherwise satisfies the provisions of this Section 7.7 and the
requirements of Section 162(m) of the Code applicable to “performance-based compensation.”
(b)
Authority . All grants of Awards intended to qualify as Qualified Performance-
Based Awards and
the determination of the terms applicable thereto shall be made by the Committee. If not all of the members thereof
qualify as “outside directors”
within the meaning of Section 162(m) of the Code, however, all grants of Awards intended
to qualify as Qualified Performance-
Based Awards and the determination of the terms applicable thereto shall be made
by a subcommittee of the Committee consisting of such of the members of the Committee as do so qualify. Any
reference in this Section 7.7 to the Committee shall mean any such subcommittee if required under the preceding
sentence, and any action by such a subcommittee shall be considered the action of the Committee for purposes of the
Plan.
(c)
Discretion of Committee with Respect to Qualified Performance-Based Awards
. Any form of
Award permitted under the Plan, other than a Stock Grant, may be granted as a Qualified Performance-
Based Award.
Stock Rights may be granted as Qualified Performance-
Based Awards in accordance with Section 7.1 or Section 7.2, as
appropriate, except that the exercise price of any Option or Stock Appreciation Right intended to qualify as a Qualified
Performance-
Based Award shall in no event be less that the Market Value or the Fair Market Value, as applicable, of the
Stock on the date of grant, and may become exercisable based on continued service, on satisfaction of Performance
Goals, or on a combination thereof. Each other Award intended to qualify as a Qualified Performance-
Based Award,
such as Restricted Stock, Restricted Stock Units, or Performance Share Units, shall be subject to satisfaction of one or
more Performance Goals except as otherwise provided in this Section 7.7. The Committee will have full discretion to
select the length of any applicable Restriction Period or Performance Period, the kind and/or level of the applicable
Performance Goal, and whether the Performance Goal is to apply to the Company, a Subsidiary of the Company or any
division or business unit or to the individual. Any Performance Goal or Goals applicable to Qualified Performance-
Based Awards shall be objective, shall be established not later than ninety (90) days after the beginning of any
applicable Performance Period
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