Priceline 2014 Annual Report Download - page 145

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(
iv) Provide for cash payments, net of applicable tax withholdings, to be made to holders
equal to the excess, if any, of (A) the acquisition price times the number of shares of Stock subject to the
Stock Right (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate
exercise price for all such shares of Stock subject to the Stock Right, in exchange for the termination of
such Stock Right; provided, that if the acquisition price does not exceed the exercise price of any such
Stock Right, the Committee may cancel that Stock Right without the payment of any consideration
therefore prior to or upon the Transaction. For this purpose, “acquisition price”
means the amount of
cash, and market value of any other consideration, received in payment for a share of Stock surrendered
in a Transaction.
(v) Provide that, in connection with a liquidation or dissolution of the Company, Stock
Rights shall convert into the right to receive liquidation proceeds net of the exercise price thereof and any
applicable tax withholdings.
(vi) Any combination of the foregoing.
For purposes of paragraph (a) above, a Stock Right shall be considered assumed, or a substantially equivalent right shall
be considered to have been provided in substitution therefor, if following consummation of the Transaction the Stock
Right confers the right to purchase or receive the value (after the applicable exercise price) of the consideration received
as a result of the Transaction by holders of Stock for each share of Stock held immediately prior to the consummation of
the Transaction for each share of Stock subject to the Right immediately prior to the consummation of the Transaction;
provided, however,
that if holders were offered a choice of consideration, the relevant consideration shall be the type of
consideration chosen by the holders of a majority of the outstanding shares of Stock; and provided, further, however
,
that if the consideration received as a result of the Transaction is not solely common stock (or its equivalent) of the
acquiring or succeeding entity (or an affiliate thereof), the Committee may provide for the consideration to be received
upon the exercise of the Stock Right to consist of or be based on solely common stock (or its equivalent) of the acquiring
or succeeding entity (or an affiliate thereof) equivalent in value to the per share consideration received by holders of
outstanding shares of Stock as a result of the Transaction. In all cases, including in determining any acquisition price
under paragraph (4) above, the consideration received in any Transaction need not take into account any contingent
consideration except on such basis as the
Committee may determine.
(e)
Treatment of Other Awards
. As to outstanding Awards other than Stock Rights, upon the
occurrence of a Transaction other than a liquidation or dissolution of the Company which is not part of another form of
Transaction, the repurchase and other rights of the Company under each such Award shall inure to the benefit of the
Company’
s successor and shall, unless the Committee determines otherwise, apply to the cash, securities or other
property which the Stock was converted into or exchanged for pursuant to such Transaction in the same manner and to
the same extent as they applied to the Award. With respect to Awards that were granted prior to May
-20-