Priceline 2014 Annual Report Download - page 142

(or at such other date as may be required or permitted for “performance-based compensation”
under Section 162(m) of
the Code) and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the
outcome of the Performance Goal or Goals be substantially uncertain (as defined for purposes of Section 162(m) of the
Code) at the time established.
(d)
Payment of Qualified Performance-Based Awards
. A Participant will be eligible to receive
payment under a Qualified Performance-
Based Award which is subject to achievement of a Performance Goal or Goals
only if the applicable Performance Goal or Goals are achieved within the applicable Performance Period, as determined
by the Committee, provided , that a Qualified Performance-
Based Award may be deemed earned as a result of death,
becoming disabled, or in connection with a Change of Control if otherwise provided in the Plan or the applicable
Agreement even if the Award would not constitute “performance-based compensation”
under Section 162(m) of the
Code following the occurrence of such an event. In determining the actual size of an individual Qualified Performance-
Based Award, the Committee may reduce or eliminate the amount of the Qualified Performance-
Based Award earned
for the Performance Period, if in its sole and absolute discretion it deems such reduction or elimination is appropriate.
(e)
Limitation on Adjustments for Certain Events . No adjustment of any Qualified Performance-
Based
Award pursuant to Section 8 shall be made except on such basis, if any, as will not cause such Award to provide other
than “performance-based compensation” within the meaning of Section 162(m) of the Code.
(f)
Definitions . For purposes of the Plan,
(i) Performance Criteria
means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a Performance Period. The
Performance Criteria used to establish Performance Goals are limited to: (i) cash flow (before or after dividends),
(ii) earnings per share (including, without limitation, earnings before interest, taxes, depreciation and
amortization), (iii) stock price, (iv) return on equity, (v) stockholder return or total stockholder return, (vi) return
on capital (including, without limitation, return on total capital or return on invested capital), (vii) return on
investment, (viii) return on assets or net assets, (ix) market capitalization, (x) economic value added, (xi) debt
leverage (debt to capital), (xii) revenue, (xiii) sales or net sales, (xiv) backlog, (xv) income, pre-
tax income or net
income, (xvi) operating income or pre-
tax profit, (xvii) operating profit, net operating profit or economic profit,
(xviii) gross margin, operating margin or profit margin, (xix) return on operating revenue or return on operating
assets, (xx) cash from operations, (xxi) operating ratio, (xxii) operating revenue, (xxiii) market share
improvement, (xxiv) general and administrative expenses and (xxv) customer service.
(ii) Performance Goals
means, for a Performance Period, the written goal or goals
established by the Committee for the Performance Period based upon one or more of the Performance Criteria.
The Performance Goals may be expressed in terms of overall Company performance or the performance of a
division, business unit, subsidiary, or an individual, either individually, alternatively or in any combination,
applied to either the
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