Priceline 2014 Annual Report Download - page 143

Company as a whole or to a business unit or Affiliate, either individually, alternatively or in any combination,
and measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to
a pre-established target, to previous years’
results or to a designated comparison group, in each case as specified
by the Committee. The Committee will objectively define the manner of calculating the Performance Goal or
Goals it selects to use for such Performance Period for such Participant, including whether or to what extent there
shall not be taken into account any of the following events that occurs during a performance period: (i) asset
write-
downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting
principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and
restructuring programs and (v) any extraordinary, unusual, non-recurring or non-
comparable items (A) as
described in Accounting Standard Codification Section 225-20, (B) as described in management’
s discussion and
analysis of financial condition and results of operations appearing in the Company’
s Annual Report to
stockholders for the applicable year, or (C) publicly announced by the Company in a press release or conference
call relating to the Company’
s results of operations or financial condition for a completed quarterly or annual
fiscal period.
7.8.
Awards to Participants Outside the United States
. The Committee may modify the terms of any Award
under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order
that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or
primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax
laws and other restrictions applicable as a result of the Participant’
s residence or employment abroad, shall be
comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States.
The Committee may establish supplements to, or amendments, restatements, or alternative versions of the Plan for the
purpose of granting and administrating any such modified Award. No such modification, supplement, amendment,
restatement or alternative version may increase the share limit of Section 4.
8.1.
Adjustment for Corporate Actions
. If subsequent to the Effective Date the outstanding shares of Stock (or
any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares
or other securities are distributed with respect to shares of Stock, as a result of a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of
Stock, an appropriate and proportionate adjustment will be made in (a) the maximum numbers and kinds of shares
provided in Section 4, (b) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (c)
the exercise price for each share or other unit of any other securities subject to then outstanding Stock Rights (without
change in the aggregate exercise price as to which such Rights remain exercisable), and (d) the repurchase
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8.
Adjustment Provisions