Priceline 2015 Annual Report Download - page 128

otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant) or as executed by
an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition
to those set forth in the Plan; provided, however, that in the event of any conflict in the terms of the Plan and Award, the terms of the
Plan shall govern.
c. Board Discretion . The terms of each type of Award need not be identical, and the Committee need not treat Participants
uniformly.
d. Termination of Status . The Committee shall determine and set forth in the Award agreement the effect on the Award of
the disability, death, retirement, authorized leave of absence or other change in the employment or other status of the Participant and
the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or
Designated Beneficiary, may exercise rights under the Award.
e. Acquisition of the Company
(i) Consequences of an Acquisition . Upon the consummation of an Acquisition, the Committee or the board of
directors of the surviving or acquiring entity (as used in this Section 8(e)(i), also the “ Board ”), shall, as to outstanding Awards (on
the same basis or on different bases as the Board shall specify), either:
(A) make appropriate provision for the continuation of such Awards by the Company (if the Company is the
surviving corporation) or the assumption of, or substitution for, such Awards by the surviving or acquiring entity in either
case by substituting on an equitable basis for the shares then subject to such Awards either (I) the consideration payable with
respect to the outstanding shares of Stock in connection with the Acquisition, (II) shares of stock of the surviving or
acquiring corporation or (III) such other securities or other consideration as the Committee deems appropriate, the fair market
value of which (as determined by the Committee in its sole discretion) shall not materially differ from the Fair Market Value
of the shares of Stock subject to such Awards immediately preceding the Acquisition; or
(B) upon written notice, provide that one or more Awards then outstanding must be exercised, in whole or in
part, within a specified number of days of the date of such notice, at the end of which period such Awards shall terminate; or
(C) provide that one or more Awards then outstanding, in whole or in part, shall be terminated in exchange
for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the
shares subject to such Awards over the exercise price, if any, thereof.
Unless otherwise determined by the Committee (on the same basis or on different bases as the Committee shall specify), any
repurchase rights or other rights of the Company that relate to an Award shall continue to apply to consideration, including cash, that
has been substituted, assumed or amended for an Award pursuant to this paragraph. The Company may require that all or any
portion of any such consideration payable in respect of an Award in connection with an Acquisition shall be held in escrow
(including in an escrow pursuant to the agreement effecting such Acquisition) in order to effectuate any continuing restrictions.
(ii) Acquisition Defined . An “ Acquisition ” shall mean the consummation of any of the following events:
(A) with respect to Awards granted prior to the Closing Date: (I) any sale, lease, exchange or other
disposition of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar
transaction); (II) a sale, merger, consolidation, reorganization, stock purchase, contribution or other similar transaction (in a
single transaction or a series of related transactions) of the Company with or into any other corporation or corporations or
other entity, or any other corporate reorganization, in each case where the stockholders of the Company immediately prior to
such event (in their capacity as such) do not retain beneficial ownership, directly or indirectly, of more than fifty percent
(50%) of the voting power of and interest in the Company, its successor or the entity that controls the Company or its
successor; or (III) any other acquisition of the business of the Company determined by the Committee to constitute an
Acquisition. Notwithstanding the foregoing, a transaction shall not constitute an Acquisition if its sole purpose is to create a
holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities
immediately before such transaction.
(B) with respect to Awards granted on or after the Closing Date:
(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the Board (the “ Company Voting Securities ”); provided ,
however , that the event described in this Section 8(e)(ii)(B) shall not be deemed to be an Acquisition if such event