Priceline 2015 Annual Report Download - page 130

g. Amendment of Awards . The Committee may amend, modify or terminate any outstanding Award including, but not
limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be
required unless the Board determines that the action, taking into account any anticipated consequences, would not materially and
adversely affect the Participant.
h. Conditions on Delivery of Stock . The Company will not be obligated to deliver any shares of Stock pursuant to the Plan
or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or
removed to the satisfaction of the Company, (ii) all applicable withholding obligations have been paid or provided for, (iii) in the
opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been
satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iv)
the Participant has executed and delivered to the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or regulations.
i. Acceleration . The Committee may at any time provide that any Awards may become exercisable in full or in part or free
of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the
foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs
or (ii) disqualify all or part of an Option as an Incentive Stock Option.
j. Compliance with Code Section 409A . No Award shall provide for deferral of compensation that does not comply with
Section 409A of the Code, unless the Board, at the time of grant or any amendment or modification, specifically provides that the
Award is not intended to comply with Section 409A of the Code. The Plan and each Award are hereby modified and limited as
necessary to comply with applicable requirements of Section 409A of the Code. Notwithstanding the foregoing, neither the
Company nor any member of the Committee or Board shall have any liability to a Participant, or any other party, if an Award that is
intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the
Committee or the Board.
9. Miscellaneous
a. Definitions
(i) “ Beneficial Owner ” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
(ii) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.
(iii) “ Person ” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include (a) the Company or any Subsidiary, (b) a trustee or other
fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation or other
entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of
shares of Stock, or (e) the Participant or any group of persons including the Participant, or any entity controlled by the Participant or
any group of persons including the Participant; provided the Participant is an executive officer, director or more than 10% owner of
Stock.
(iv) “ Subsidiary ” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power
of all classes of securities or interests in one of the other entities in such chain.
b. No Right To Employment or Other Status . No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the
Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan.
c. No Rights As Stockholder . Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Stock or other capital stock to be distributed with respect to an
Award until becoming the record holder thereof.
d. Effective Date and Term of Plan . The Plan became effective on the date on which it was adopted by the board of
directors of Rocket Travel (the “ Rocket Travel Board ”). No Awards shall be granted under the Plan after the completion of ten