Priceline 2015 Annual Report Download - page 129

results from the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in
Section 8(e)(B)(III));
(II) individuals who, on the date an Award is granted (the “ Grant Date ”), constitute
the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board; provided
, however , that any person becoming a director subsequent to the Grant Date, whose election or nomination for
election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written objection to such nomination) by a vote of at least two-
thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent
Director; provided , further, that no individual initially appointed, elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result
of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(III) the consummation of a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving (x) the Company or (y) any of its wholly owned subsidiaries pursuant to
which, in the case of this clause (y), Company Voting Securities are issued or issuable (any event described in the
immediately preceding clause (x) or (y), a “ Reorganization ”) or the sale or other disposition of all or substantially
all of the assets of the Company to an entity that is not an affiliate of the Company (a “ Sale ”), unless immediately
following such Reorganization or Sale: (a) more than 50% of the total voting power (in respect of the election of
directors, or similar officials in the case of an entity other than a corporation) of (1) the Company (or, if the Company
ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired
all or substantially all of the assets of the Company (in either case, the “ Surviving Entity ”), or (2) if applicable, the
ultimate parent entity that directly or indirectly has Beneficial Ownership of more than 50% of the total voting power
(in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
Surviving Entity (the “ Parent Entity ”), is represented by Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such
Company Voting Securities were converted pursuant to such Reorganization or Sale), (b) no Person is or becomes the
Beneficial Owner, directly or indirectly, of 35% or more of the total voting power (in respect of the election of
directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of
the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (c) at least a majority of the members of
the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if
there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the
time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale,
Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above
being deemed to be a “ Non-Qualifying Transaction ”); or
(IV) the stockholders of the Company approve a plan of complete liquidation or dissolution
of the Company.
Notwithstanding the foregoing, if any Person becomes the Beneficial Owner, directly or indirectly, of 35% or more of the combined
voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company
which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in an
Acquisition; provided , however , that if such Person subsequently becomes the Beneficial Owner, directly or indirectly, of
additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities Beneficially Owned
by such Person to a percentage equal to or greater than 35, an Acquisition shall then be deemed to occur.
(C) Assumption of Options Upon Certain Events . In connection with a merger or consolidation of an entity with
the Company or the acquisition by the Company of property or stock of an entity, the Committee may grant Awards under the Plan
in substitution for stock and stock-based awards issued by such entity or an affiliate thereof. The substitute Awards shall be granted
on such terms and conditions as the Board considers appropriate in the circumstances.
f. Withholding . Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment
of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event
creating the tax liability. The Committee may allow Participants to satisfy such tax obligations in whole or in part by transferring
shares of Stock, including shares retained from the Award creating the tax obligation, valued at their fair market value (as
determined by the Committee or as determined pursuant to the applicable option agreement). The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind, including salary or wages, otherwise due to a
Participant.