Priceline 2014 Annual Report Download - page 149

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purposes of confirming that the issuance of such shares will be exempt from the registration requirements of that Act and
any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations,
including, but not limited to, that the Participant is acquiring the shares for his or her own account for the purpose of
investment and not with a view to, or for sale in connection with, the distribution of any such shares.
10.4.
Tax Withholding
. Whenever shares of Stock are issued or to be issued pursuant to Awards granted
under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local, foreign or other withholding tax requirements if, when, and to the extent required by law
(whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery
of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award. However, in such cases
Participants may elect, subject to the approval of the Committee, acting in its sole discretion, to satisfy an applicable
withholding requirement, in whole or in part, by having the Company withhold shares of Stock to satisfy their tax
obligations. Participants may only elect to have shares of Stock withheld having a Market Value (or Fair Market Value,
whichever applies) on the date the tax is to be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee deems appropriate.
10.5.
Company Charter and By-Laws; Other Company Policies
. This Plan and all Awards granted hereunder
are subject to the certificate of incorporation and by-
laws of the Company, as they may be amended from time to time,
and all other Company policies duly adopted by the Board, the Committee or any other committee of the Board as in
effect from time to time regarding the acquisition, ownership or sale of Stock by employees and other service providers,
including, without limitation, policies intended to limit the potential for insider trading and to avoid or recover
compensation payable or paid on the basis of inaccurate financial results or statements, employee conduct, and other
similar events.
reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the
Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in
connection therewith.
shares of Stock subject to an Award, unless and until (a) a certificate shall have been issued therefor and delivered to the
Participant or his agent or (b) the shares are recorded by the transfer agent in book entry form. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now
or hereafter
-24-
11.
Reservation of Stock
12.
Limitation of Rights in Stock; No Special Service Rights