Priceline 2015 Annual Report Download - page 127

g. No Repricing of Options . Except in connection with a corporate transaction or event described in Section 3(c) or
Section 8(e) of the Plan, the Committee may not, without stockholder approval, amend any outstanding Option to reduce the exercise
price of such Option or cancel any outstanding Option and grant in substitution therefor new Options covering the same or a
different number of shares of Stock and having a lower exercise price than the cancelled Option. This Section 5(g) is intended to
prohibit the repricing of “underwater” Options and will not be construed to prohibit the adjustments provided for in Section 3 of this
Plan.
6. Restricted Stock Awards
a. Grants . The Committee may grant Awards entitling recipients to acquire shares of Stock (“ Restricted Stock ”), subject
to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the Participant in the event that conditions specified in the applicable Award are
not satisfied prior to the end of the applicable restriction period or periods established by the Committee for such Award. The
Committee may also grant Awards entitling recipients to receive shares of Stock to be delivered in the future, with such delivery
subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of one or more conditions set forth in the
applicable Award (“ Restricted Stock Units ”). Restricted Stock and Restricted Stock Units are each referred to as “ Restricted
Stock Awards ”.
b. Terms and Conditions . The Committee shall determine the terms and conditions of any such Restricted Stock Award.
Shares of Restricted Stock shall be registered in the name of the Participant and, unless otherwise determined by the Committee,
shall be either (i) held in book entry form subject to the Company’s instruction or (ii) evidenced by a stock certificate bearing
appropriate legends and deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its
designee). After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the shares of
Restricted Stock no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated
by a Participant, in a manner determined by the Committee, to receive amounts due or exercise rights of the Participant in the event
of the Participant’s death (the “ Designated Beneficiary ”). In the absence of an effective designation by a Participant, Designated
Beneficiary shall mean the Participant’s estate.
c. Provisions Applicable to Restricted Stock Units .
(i) Upon the vesting or lapse of restrictions with respect to each Restricted Stock Unit, the Participant shall be
entitled to receive from the Company one share of Stock or, if expressly authorized by the Committee in the grant of such Restricted
Stock Unit, cash equal to the fair market value of one share of Stock.
(ii) The Committee may grant recipients of Restricted Stock Units the right to receive an amount equal to any
dividends or distributions declared and paid on an equal number of shares of Stock (“ Dividend Equivalents ”). Dividend
Equivalents may be paid currently or credited to an account for the benefit of a Participant, may be settled in cash and/or shares of
Stock and may be subject to the same restrictions as the Restricted Stock Units in respect of which they were paid, all as set forth in
the applicable Award agreement.
(iii) A Participant shall have no voting rights with respect to any Restricted Stock Units.
7. Other Stock-Based Awards
To the extent permitted by applicable law and in compliance with Section 409A of the Internal Revenue Code of 1986, as
amended (“ Section 409A of the Code ”), the Committee shall have the right to grant other Awards based upon the Stock, or based
upon any other authorized class or series of capital stock, having such terms and conditions as the Committee may determine,
including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Stock and the
grant of stock appreciation rights, phantom stock awards or stock units.
8. General Provisions Applicable to Awards
a. Transferability of Awards . Except as the Committee may otherwise determine or provide in an Award agreement,
Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall
be exercisable only by the Participant or, in the case of a Non-Statutory Stock Option, pursuant to a qualified domestic relations
order. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.
b. Documentation . Each Award under the Plan shall be evidenced by a written instrument in such form as the Committee
shall determine (including in an electronic medium or limited to notation on the books and records of the Company and, unless as