Priceline 2014 Annual Report Download - page 151

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deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any
Award outstanding on the date of such amendment.
16.2.
Termination or Amendment of Outstanding Awards; Assumptions
. Subject to the limitations contained
in Section 16.3 below, including specifically the requirement of stockholder approval if applicable, the Committee may
at any time:
(a)
amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the
Award as amended is consistent with the terms of the Plan;
(b)
accept the cancellation of outstanding Awards or of outstanding stock options or other equity-
based
compensation awards granted by another issuer in return for the grant of new Awards for the same or a different number
of shares of Stock and on the same or different terms and conditions (including but not limited to the exercise price of
any Option); and
(c)
(i) offer to buy out for a payment in cash or cash equivalents, or in exchange for another Award,
any Award previously granted or (ii) authorize the recipient of an Award to elect to cash out an Award previously
granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.
16.3.
Limitations on Amendments, Etc.
Without the approval of the Company’
s stockholders, no amendment or modification of the Plan by the Board
may (a) increase the number of shares of Stock which may be issued under the Plan, (b) change the description of the
persons eligible for Awards, or (iii) effect any other change for which stockholder approval is required by law or the
rules of any relevant stock exchange. Furthermore, except in connection with a corporate transaction involving the
Company, the terms of outstanding Stock Rights may not be amended to reduce their exercise price, nor may
outstanding Stock Rights be cancelled in exchange for cash, Stock Rights with exercise prices that are less than the
exercise prices of the original Stock Rights, or other Awards, without stockholder approval.
No amendment or modification of the Plan by the Board, or of an outstanding Award by the Committee, shall
impair the rights of the recipient of any Award outstanding on the date of such amendment or modification or such
Award, as the case may be, without the Participant’s consent; provided, however,
that no such consent shall be required
if (i) the Board or Committee, as the case may be, determines in its sole discretion and prior to the date of any Change of
Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the
Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code, or to
meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) the
Board or Committee, as the case may be, determines in its sole discretion and prior to the date of any Change of Control
that such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the
Award, or that any such diminution has been adequately compensated.
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