Priceline 2014 Annual Report Download - page 146

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21, 2013, upon the occurrence of a Transaction involving a liquidation or dissolution of the Company which is not part
of another form of Transaction, except to the extent specifically provided to the contrary in the instrument evidencing
any such Award or any other agreement between a Participant and the Company, all Risks of Forfeiture and
Performance Goals or other business objectives, where otherwise applicable to any such Awards, shall automatically be
deemed terminated or satisfied, as applicable.
(f)
Related Matters
. In taking any of the actions permitted under this Section 8.4, the Committee shall
not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. Any
determinations required to carry out the foregoing provisions of this Section 8.4, including, but not limited to, the market
value of other consideration received by holders of Stock in a Transaction and whether substantially equivalent Rights
have been substituted, shall be made by the Committee acting in its sole discretion. In connection with any action or
actions taken by the Committee in respect of Awards and in connection with a Transaction, the Committee may require
such acknowledgements of satisfaction and releases from Participants as it may determine.
(g)
Effect of a Transaction which is a Change of Control
. By definition, a Transaction may or may not
constitute a Change of Control. That a Transaction is also a Change of Control shall not by itself limit the Committee’
s
discretion under this Section 8, but any Acceleration or other vesting of outstanding Awards granted prior to May 21,
2013 required under Section 9 shall apply prior to determining the action or actions available to the Committee in the
Transaction under this Section 8 in respect of each outstanding Award granted prior to May 21, 2013.
(k)
Except as otherwise provided below or in any applicable Agreement, with respect to Awards
granted prior to May 21, 2013, upon the occurrence of a Change of Control:
(i) the following provisions of this Section 9(a)(i) shall apply solely to Awards that are Initial Awards:
(A) such Stock Rights not already exercisable in full shall Accelerate with respect to fifty
percent (50%) of the shares for which such Stock Rights are not then exercisable;
(B) any Risk of Forfeiture applicable to such Restricted Stock and Restricted Stock Units
which is not based on achievement of Performance Goals or other business objectives shall lapse with
respect to fifty percent (50%) of such Restricted Stock and Restricted Stock Units still subject to such
Risk of Forfeiture immediately prior to the Change of Control;
(C) all such outstanding Awards of Restricted Stock and Restricted Stock Units
conditioned on the achievement of Performance Goals or other business objectives and the target payout
opportunities attainable under outstanding
-21-
9.
Change of Control/Change in Control