Priceline 2010 Annual Report Download - page 35
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33
x The first proposed sale under a 10b5-1 Plan generally cannot occur until the first fiscal quarter
following the fiscal quarter in which the plan is adopted. Specifically, the first proposed sale under a
10b5-1 Plan generally may not be before the second trading day following the filing deadline for the
Company’s Form 10-Q with the SEC or, in the case of plans implemented during the fourth quarter of a
calendar year, not before the second trading day following the public release of the Company’s fourth
quarter and year-end financial information.
x A 10b5-1 Plan must generally have a minimum of a one year term. A 10b5-1 Plan may not be
terminated earlier than the date provided for in the plan, except as approved by the Chairperson of the
Company’s Compensation Committee or Audit Committee.
x Sales under a 10b5-1 Plan may occur during a closed trading window.
x The Company reserves the right to modify the terms of its 10b5-1 guidelines at any time.
The following table summarizes the 10b5-1 Plans adopted by each of the named executive officers and
directors that were in existence on March 31, 2011. The number of shares that are reflected as eligible for future
sale in the table below reflects share amounts as of March 31, 2011 and excludes shares that may have been
previously sold. It is provided as a summary only and does not set forth all of the material terms and conditions
of such 10b5-1 Plans.
Name and Principal Position(1)
Total Shares Subject to Plan
Date of
Adoption
End Date
Jeffery H. Boyd
President and Chief
Executive Officer
(a) 88,890 stock options (expiring May 2011) 3/10/08 (2) The date that all shares are sold
(b)(i) 33,334 stock options (expiring May 2013) 8/24/09 The earlier of the sale of all shares or
March 31, 2013
(b)(ii) 100,000 stock options (expiring February
2014)
(c) 48,000 shares 11/22/10 The earlier of the sale of all of the
shares or April 30, 2013
Jeffrey E. Epstein
Director
(a)(i)
(a)(ii)
3,333 stock options (expiring June 2013)
6,000 stock options (expiring June 2014)
3/7/11
The earlier of the sale of all shares or
March 7, 2012
(1) Mr. Mylod retired from the Company on March 31, 2011, and is therefore not reflected in this table.
(2) Plan originally adopted on February 20, 2004. On March 10, 2008, Plan was amended to include stock options expiring in May 2011.
The Company intends to update the attached list on a quarterly basis following the closing of its trading
window; an updated list will be available on the Investor Relations section of the Company’s website
(www.priceline.com) under the tab “Corporate Governance.”