Priceline 2014 Annual Report Download - page 152

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effect from time to time or is required under any applicable law or rules and regulations of the national securities
exchange or national securities association on which shares of Stock may be traded.
contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied,
as the case may be, (a) if to the recipient of an Award, at his or her residence address last filed with the Company and (b)
if to the Company, at its principal place of business, addressed to the attention of its Treasurer, or to such other address
or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such
notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal
delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of
facsimile transmission, when confirmed by facsimile machine report.
Nothing contained in the Plan shall require the issuance or delivery of certificates for any period during which
the Company has elected to maintain or caused to be maintained the evidence of ownership of its shares of Stock, either
generally or in the case of Stock acquired pursuant to Awards, by book entry, and all references herein to such actions or
to certificates shall be interpreted accordingly in light of the systems maintained for that purpose. Furthermore, any
reference herein to actions to be taken or notices (including of grants of Awards) to be provided in writing or pursuant to
specific procedures may be satisfied by means of and pursuant to any electronic or automated voice response systems the
Company may elect to establish for such purposes, either by itself or through the services of a third party, for the period
such systems are in effect.
otherwise compliant with, the requirements of Section 409A of the Code and the Plan shall be governed, interpreted and
enforced consistent with such intent. Neither the Committee nor the Company, nor any of its Affiliates or its or their
officers, employees, agents, or representatives, shall have any liability or responsibility for any adverse federal, state or
local tax consequences and penalty taxes which may result in the grant or settlement of any Award on a basis contrary to
the provisions of Section 409A of the Code or comparable provisions of any applicable state or local income tax laws.
The Plan and all Agreements and actions taken thereunder otherwise shall be governed, interpreted and enforced in
accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
-27-
17.
Clawback Policy
18.
Notices and Other Communications
19.
Administrative Provisions
20.
Governing Law