Priceline 2010 Annual Report Download - page 39

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subject to market conditions. The fair value of a grant subject to a market condition is generally lower than
an award with only a service condition for vesting since the market condition may never be met. The
aggregate grant date fair value for these RSUs was determined subject to market conditions by replicating
the payout structure of the RSUs using a series of call options and cash-or-nothing binary call options, using
methods and assumptions set forth in Notes 2 and 3 of the Company’s Consolidated Financial Statements
for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K. If the
2009 RSUs granted to Messrs. Boyd and Mylod were not subject to market conditions, based on a stock
price of $82.65 per share on the date of grant, the value of the RSUs would have been $2,299,984 and
$1,599,939, respectively. The 2009 awards to Messrs. Finnegan, Koolen and Millones did not contain a
market condition, so the aggregate grant date fair value is calculated by multiplying the number of units
granted by $82.65, the value of the Company’s stock on the date of grant. For 2008, the amount reflects the
estimated probable payout, as of the grant date, for the 2008 performance awards to Messrs. Boyd, Mylod
and Millones, of 2 times the “target” amount, which is the maximum number of shares that could be issued
under this grant. With respect to Mr. Koolen, for 2008, this column represents the estimated probable
payout, as of the grant date, for the 2008 performance award to Mr. Koolen, of 1 times the “target” amount.
The maximum number of shares that could be issued under this grant is 3.2054 times the “target” amount,
which would result in a value of $6,209,126 for this grant, based upon the stock price at the date of grant.
With respect to Mr. Koolen, for 2008, this column also includes 35,000 RSUs that were not performance
based with a grant date fair value of $3,528,700 based on a grant date price of $100.82 per share. For
additional information, please refer to Notes 2 and 3 of the Company’s Consolidated Financial Statements
for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K. The
amounts in this column reflect the Company’s estimate of the payout for these awards, as of the date of
grant, and do not correspond to the actual value, if any, that will be recognized by the named executive
officers.
(6) Represents 2010 cash awards paid in February 2011 under the 2010 Bonus Plan.
(7) With respect to Messrs. Boyd, Mylod, Millones and Finnegan, the amount represents the dollar value of any
insurance premiums paid by priceline.com during 2010 with respect to life insurance and accidental death &
dismemberment insurance for the benefit of such named executive officer and matching contributions made
by priceline.com to each individual’s 401(k) plan for the fiscal year ended 2010. With respect to Mr.
Koolen, the amount represents matching contributions made by Booking.com B.V., a wholly-owned
subsidiary of priceline.com, to a defined contribution plan in the Netherlands.