Priceline 2015 Annual Report Download - page 137

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(e) Notwithstanding the Bonus Classifications established by the Committee or the CEO, the Committee or, in the case of non-
Executive Officers, the CEO may designate an Eligible Employee for inclusion in one of such Bonus Classifications when,
but for such designation, the Eligible Employee would not otherwise be included in such Bonus Classification.
4.04 Bonus Payments
The Committee shall, within 60 days after the end of a Performance Period, determine and approve in their sole and absolute
discretion the amount of Bonuses, if any, for each Entitled Employee for any given Performance Period. The Bonuses shall be paid to
Entitled Employees at the direction of the Committee, provided that such payments shall be paid no later than the 15 th day of the third
month after the end of the calendar year to which such Bonuses relate.
SECTION 5 - Administration of the Plan
5.01 Administration
The Committee (or its delegates) shall be responsible for the general administration and interpretation of this Plan and for carrying
out its provisions, including the authority to construe and interpret the terms of this Plan, determine the manner and time of payment
of any Bonuses, prescribe forms and procedures for purposes of Plan participation and distribution of Bonuses and adopt rules,
regulations and to take such action as it deems necessary or desirable for the proper administration of this Plan. The Committee may,
from time to time, delegate all or any part of its authority under this Plan to an officer or officers of the Corporation, and to the extent
of any such delegation, references in this Plan to the Committee will be deemed to be references to such individuals; provided ,
however , that the Committee will not delegate its responsibilities under this Plan to any such officer with respect to Bonuses for an
Eligible Employee who is an Executive Officer, director, or more than 10% beneficial owner of any class of the Corporation’s equity
securities that is registered pursuant to Section 12 of the Exchange Act. The Committee (or its delegates) may employ attorneys,
consultants, accountants, agents, and other individuals, any of whom may be an employee, and the Committee, the Corporation, and
its officers and directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken
and all interpretations and determinations made by the Committee shall be made in the Committee’s sole discretion and shall be final
and binding upon the participants, the Corporation, and all other interested individuals. To the extent applicable, the Plan shall be
administered with respect to individuals subject to the laws of the U.S. so as to avoid the application of penalties pursuant to Section
409A of the Internal Revenue Code.
5.02 Right to Receive Payment
This Plan does not constitute a promise to pay and nothing in this Plan shall be construed to create a trust or to establish or evidence
any Entitled Employees’ claim of any right to payment of a Bonus. Each Bonus under this Plan shall be paid solely from general
assets of the Corporation. This Plan is unfunded and unsecured.
4