Priceline 2014 Annual Report Download - page 150

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imposed by the certificate of incorporation and the by-
laws of the Company. Nothing contained in the Plan or in any
Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her
employment or other association with the Company (or any Affiliate), or interfere in any way with the right of the
Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of
law or certificate of incorporation or by-
laws to the contrary, at any time to terminate such employment or consulting
agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’
s employment
or other association with the Company and its Affiliates.
The Plan is intended to constitute an “unfunded”
plan for incentive compensation, and the Plan is not intended to
constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With
respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or payments with respect to Stock Rights and other Awards hereunder, provided, however
, that the
existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.
Neither the adoption of the Plan by the Board nor any action taken in connection with the adoption or operation
of the Plan shall be construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock
other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.
Neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either,
guarantees to the Participant or any other person any particular tax consequences as a result of the grant of, exercise of
rights under, or payment in respect of an Award, including, but not limited to, that an Option granted as an Incentive
Option has or will qualify as an “incentive stock option”
within the meaning of Section 422 of the Code or that the
provisions and penalties of Section 409A of the Code, pertaining to non-
qualified plans of deferred compensation, will
or will not apply.
16.1.
Termination or Amendment of the Plan
. Subject to the limitations contained in Section 16.3 below,
including specifically the requirement of stockholder approval if applicable, the Board may at any time terminate the
Plan or make such modifications of the Plan as it shall
-25-
13.
Unfunded Status of Plan
14.
Nonexclusivity of the Plan
15.
Guarantee of Tax Consequences
16.
Termination and Amendment of the Plan