Priceline 2010 Annual Report Download - page 18

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considering, among other things, the need for a specific expertise and issues of independence, judgment, age,
skills, background, tenure and experience.
Communications with the Board of Directors. Stockholders may contact any of the Company’s
directors, a committee of the Board of Directors, the Board of Directors’ non-employee directors as a group, or
the Board of Directors as a whole by writing to them c/o Office of the General Counsel, priceline.com
Incorporated, 800 Connecticut Avenue, Norwalk, Connecticut 06854. Stockholders should indicate how many
shares of priceline.com common stock they own as of the date of their communication. Communications
received in this manner will be handled in accordance with procedures developed and approved by a majority of
the Company’s “independent” directors.
Attendance at Annual Meetings. The Company expects directors to attend the Company’s annual
meeting of stockholders. All of the current members of the Company’s Board of Directors, with the exception of
Jeff Epstein and Nancy Peretsman, attended priceline.com’s 2010 annual meeting of stockholders in June 2010.
Code of Ethics. The Company has adopted a Code of Business Conduct and Ethics (the “Code of
Ethics”) and requires all employees to adhere to the Code of Ethics in discharging their work-related
responsibilities. A copy of the Company’s Code of Ethics is available on the Investor Relations/Corporate
Governance section of priceline.com’s Web site located at www.priceline.com.
Rights Plan Policy. The Company does not have a stockholder rights plan, sometimes referred to as a
“poison pill.”
Committees of the Board of Directors
Audit Committee. The Audit Committee of the Board of Directors consists of Howard W. Barker, Jr.,
Jeffrey E. Epstein and Craig W. Rydin. Mr. Barker is Chairman of the Audit Committee. Each member of the
Audit Committee is an independent director as determined by priceline.com’s Board of Directors, based on the
NASDAQ Stock Market’s listing rules. Each member of the committee also satisfies the SEC’s additional
independence requirements for members of audit committees. In addition, the Company’s Board of Directors
has determined that each of Mr. Barker and Mr. Epstein is an “audit committee financial expert,” as defined by
SEC rules. The Audit Committee’s responsibilities include, among other things, reviewing priceline.com’s
financial statements and accounting practices, overseeing the Company’s relationship with the independent
registered public accounting firm, including making all decisions relating to appointing, determining funding for
and overseeing the independent registered public accounting firm, overseeing internal audit, and reviewing the
results and scope of the audit and other services provided by priceline.com’s independent registered public
accounting firm. A copy of the Audit Committee’s Charter is available on the Investor Relations section of the
Company’s website (www.priceline.com) under the tab “Corporate Governance.” The Audit Committee met ten
times in 2010.
Compensation Committee. The Compensation Committee of the Board of Directors consists of Messrs.
Jeffrey E. Epstein, Craig W. Rydin and James M. Guyette. Mr. Rydin is Chairman of the Compensation
Committee. Each member of the Compensation Committee is an independent director as determined by
priceline.com’s Board of Directors, based on the NASDAQ Stock Market’s listing rules. The Compensation
Committee’s responsibilities include, among other things, setting, or recommending to the Board of Directors for
determination, the salary of the Company’s Chief Executive Officer, reviewing and approving the compensation
of all other “executive officers” of the Company, administering priceline.com’s employee benefit plans and
making recommendations to the Board of Directors with respect to the Company’s incentive compensation plans.
The Compensation Committee has delegated limited authority to the Chief Executive Officer, Chief Financial
Officer and the General Counsel to determine whether and to what extent certain restricted stock, restricted stock
units and performance share units held by non-executive officers may be settled, canceled, forfeited, or
surrendered pursuant to their terms (for instance, the Chief Executive Officer has the authority to determine
whether an employee’s termination was, pursuant to the terms of a relevant agreement, “with” or “without
cause”). A copy of the Compensation Committee’s Charter is available on the Investor Relations section of the
Company’s website (www.priceline.com) under the tab “Corporate Governance.”
The Compensation Committee meets as often as necessary to perform its duties and responsibilities.
The Compensation Committee met eight times in 2010. Mr. Rydin works with the Chief Executive Officer and
General Counsel to establish meeting agendas. The Compensation Committee typically meets with the Chief