Priceline 2014 Annual Report Download - page 144

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price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.
8.2.
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. In the event of
any corporate action not specifically covered by the preceding Section, including, but not limited to, an extraordinary
cash distribution on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such
adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and
appropriate in the circumstances. The Committee also may make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events
described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan.
8.3.
Related Matters
. Any adjustment in Awards made pursuant to Section 8.1 or 8.2 shall be determined and
made, if at all, by the Committee, acting in its sole discretion, and shall include any correlative modification of terms,
including of Stock Right exercise prices, rates of vesting or exercisability, Risks of Forfeiture, applicable repurchase
prices for Restricted Stock, and Performance Goals and other business objectives which the Committee may deem
necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially
diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this
Section 8. The Committee, in its discretion, may determine that no fraction of a share of Stock shall be purchasable or
deliverable upon exercise, and in that event if any adjustment hereunder of the number of shares of Stock covered by an
Award would cause such number to include a fraction of a share of Stock, such number of shares of Stock shall be
adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to
Sections 8.1 or 8.2 shall result in an exercise price which is less than the par value of the Stock.
8.4.
Transactions .
(d)
Treatment of Stock Rights
. In a Transaction, the Committee may take any one or more of the
following actions as to all or any (or any portion of) outstanding Stock Rights.
(i) Provide that such Stock Rights shall be assumed, or substantially equivalent rights
shall be provided in substitution therefore, by the acquiring or succeeding entity (or an affiliate thereof).
(ii) Upon written notice to the holders, provide that the holders’
unexercised Stock
Rights will terminate immediately prior to the consummation of such Transaction unless, in the case of
Stock Rights then exercisable, such Rights are exercised within a specified period following the date of
such notice.
(iii) Provide that outstanding Stock Rights shall become exercisable in whole or in part
prior to or upon the Transaction.
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