Priceline 2014 Annual Report Download - page 148

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delivered to the stockholders of the Company as a result of such Change in Control, or, in the case of Options granted on
or after May 21, 2013, the Board may cancel all outstanding Options in exchange for consideration in cash or in kind
which consideration in both cases shall be equal in value to the higher of (i) the Fair Market Value of those shares of
Stock or other securities the holder of such Option would have received had the Option been exercised and no
disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change in Control,
less the exercise price therefor, and (ii) the Fair Market Value of those shares of Stock or other securities the holder of
the Option would have received had the Option been exercised and no disposition of the shares acquired upon such
exercise been made immediately following such sale, conveyance or Change in Control, less the exercise price therefor.
Upon liquidation or dissolution of the Company, all Options and other Awards granted on or after May 21, 2013 under
this Plan shall terminate, but each holder of an Option shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her Option to the extent then exercisable.
10.1.
In General
. Awards of Restricted Stock shall be settled in accordance with their terms. All other Awards
may be settled in cash or Stock, or a combination thereof, as determined by the Committee at or after grant and subject
to any contrary Agreement. The Committee may not require settlement of any Award in Stock pursuant to the
immediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by
reason of any other provision of the Plan.
10.2.
Violation of Law
. Notwithstanding any other provision of the Plan or the relevant Agreement, if, at any
time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a
violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i)
approval shall have been obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of
the following conditions shall have been satisfied:
(h)
the shares of Stock are at the time of the issue of such shares effectively registered under the
Securities Act of 1933, as amended; or
(i)
the Company shall have determined, on such basis as it deems appropriate (including an opinion of
counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of such shares does not require registration under the Securities Act of 1933, as amended or any
applicable State securities laws. The Company shall make all reasonable efforts to bring about the occurrence of said
events.
10.3.
Investment Representations
. The Company shall be under no obligation to issue any shares of Stock
covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively
registered under the Securities Act of 1933, as amended, or the Participant shall have made such written representations
to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or
appropriate for
-23-
10.
Settlement of Awards