Priceline 2014 Annual Report Download - page 147

Performance Share Units shall be deemed to have been satisfied as of the effective date of the Change of
Control as to fifty percent (50%) of the shares as to which the relevant Performance Goals or other
business objectives had not been achieved prior to the Change of Control and as to which the applicable
Restriction Period or Performance Period had not then elapsed. All such Awards of Performance Share
Units and Restricted Stock Units shall be paid to the extent earned to Participants in accordance with their
terms within thirty (30) days following the effective date of the Change of Control; and
(ii) the following provisions of this Section 9(a)(ii) shall apply to every Award (whether or not such
Award is an Initial Award) granted prior to May 21, 2013: with respect to any Participant, the Awards
held by such Participant shall Accelerate in full (A) upon such Participant’
s employment or other
association with the Company and its Affiliates being terminated by the Company without Cause or by
such Participant for Good Reason, in either case within one year after the date such Change of Control is
determined to have occurred, or (B) upon the date such Change in Control is determined to have occurred
if such Participant’
s employment or other association with the Company and its Affiliates is terminated
by the Company without Cause or by such Participant for Good Reason, in either case, within sixty (60)
days prior to the date on which such Change of Control is determined to have occurred and the
Committee determines, in its sole discretion, that such termination or circumstance giving rise to such
Good Reason was at the request of a third party that took actions to effect the Change of Control or
otherwise arose in connection with or anticipation of such Change of Control.
None of the foregoing shall apply, however, (x) in the case of any Award pursuant to an Agreement requiring other or
additional terms upon a Change of Control (or similar event), (y) to any Award granted on or after May 21, 2013, or (z)
if specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies
or national securities exchanges. Nor shall the foregoing apply in the case of a Qualified Performance-
Based Award
except to the extent the foregoing would not interfere with the qualification of the Award under 162(m) of the Code at
any time prior to a Change of Control (so that, for example, if a Change of Control occurs but does not constitute a
change of control within the meaning of Section 162(m) of the Code, there shall be no Acceleration of any Qualified
Performance-
Based Award pursuant to this Section 9, but if the Change of Control does constitute a change of control
within the meaning of Section 162(m) of the Code, then the Award shall Accelerate to the extent provided above
regardless of whether it thereafter ceases to qualify as a Qualified Performance-Based Award).
(l)
Notwithstanding anything in the Plan to the contrary, with respect to Awards granted on or after
May 21, 2013, upon the occurrence of a Change in Control, no Acceleration of exercisability, vesting or lapsing shall
occur on a Change in Control except to the extent, if any, provided in the specific Agreement or as otherwise determined
by the Committee or the Board. Notwithstanding anything in the Plan to the contrary, upon the occurrence of a Change
in Control, the Company or other person effecting the Change in Control, in his, her, or its discretion, deliver to the
holder of an Award granted on or after May 21, 2013 the same kind of consideration that is
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