Priceline 2015 Annual Report Download - page 126

Rocket Travel in connection with the Merger).
c. Adjustment to Stock . In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination or
reclassification of shares, spin-off, or other similar change in capitalization or event, (i) the number and class of securities available
for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise
price per share of each outstanding Award, (iii) the repurchase price per security subject to repurchase and (iv) the terms of each
other outstanding stock-based Award shall be adjusted by the Company (or substituted Awards may be made) in a manner
determined by the Committee to be appropriate. If Section 8(e) applies for any event, this Section 3(c) shall not be applicable.
4. Eligibility . Prior to the Closing Date, any person who was an employee, consultant or director of Rocket Travel was eligible to
receive an Award under the Plan, and on or after the Closing Date, any person who is (a) an employee of Rocket Travel as of the
Closing Date, or (b) an employee who is hired by the Company or a Subsidiary after the Closing Date is eligible to receive an Award
under the Plan, as determined by the Committee.
5. Stock Options
a. General . The Committee may grant options to purchase Stock (each, an “ Option ”) and determine the number of shares
of Stock to be covered by each Option, the exercise price of each Option and the terms, conditions and limitations applicable to the
grant or exercise of each Option and to the Stock issued upon the exercise of each Option, including vesting provisions, repurchase
provisions and restrictions upon sale or transfer thereof, as it considers advisable.
b. Incentive Stock Options . An Option that the Committee intends to be an “incentive stock option”, as defined in Section
422 of the Code (an “ Incentive Stock Option ”), shall be granted only to employees of the Company or one of its Subsidiaries and
shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Committee and the
Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as
such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “ Nonstatutory
Stock Option ” or “ Non-Qualified Stock Option ”. Incentive Stock Options shall not be granted after the Closing Date unless this
Plan (as assumed and amended and restated by the Company) is approved by the Company’s stockholders.
c. Exercise Price . The Committee shall establish the exercise price (or determine the method by which the exercise price
shall be determined) at the time each Option is granted and specify it in the applicable Option agreement; provided, however , that,
for any grants made on or after the Closing Date, in no case shall an Option have an exercise price per share of Stock that is less than
the Fair Market Value of a share of Stock as of the date on which the Option is granted. For purposes of the Plan, “ Fair Market
Value ” means the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded,
for the last preceding date on which there was a sale of such Stock on such exchange.
d. Vesting and Duration of Options . Each Option shall vest and be exercisable at such times and for such periods and
subject to such terms and conditions relating thereto as the Board may specify in the applicable Option agreement; provided,
however , that for Options granted on or after the Closing Date, the term of the Option shall not be more than ten (10) years from the
date the Option is granted.
e. Exercise of Option . Options may be exercised by delivery to the Company of a written notice of exercise signed by the
proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised.
f. Payment Upon Exercise . The exercise price and any required withholding taxes in respect of Stock purchased upon the
exercise of an Option shall be paid for by one or any combination of the following forms of payment:
(i) in cash or by check payable to the order of the Company;
(ii) except as otherwise expressly provided in the applicable Option agreement, and only if the Stock is then
publicly traded, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax withholding, or delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price and any required tax withholding; or
(iii) to the extent permitted by applicable law but only as expressly provided in the applicable Option agreement, by
(A) delivery of shares of Stock owned by the Participant valued at Fair Market Value, or (B) payment of such other lawful
consideration as the Committee may determine.