Priceline 2010 Annual Report Download - page 44

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Employment Contracts, Termination of Employment and
Change-of-Control Arrangements
The Company and/or its subsidiaries have employment agreements with each of the named executive officers.
The agreements are of varying duration and generally provide for minimum annual base salaries. In addition,
most of the agreements provide that each executive will be eligible to participate at a level commensurate with
his position in the Company’s annual bonus and long-term compensation plans generally made available to the
Company’s senior executives, and to participate in all benefit plans and arrangements and fringe benefits and
perquisite programs generally provided to comparable senior executives of the Company. Provided below is a
summary of each of the named executive officer’s employment agreement followed by a summary of the
material terms of any equity instruments held by such executive outstanding at December 31, 2010 that provides
for accelerated vesting (or similar provisions) upon a change of control or termination.
Mr. Boyd
Employment Agreement
Termination without “Cause” or for “Good Reason” (No “Change of Control”). In the event of a termination
of Mr. Boyd’s employment by the Company without “Cause” (as defined in the agreement with Mr. Boyd) or by
Mr. Boyd for “Good Reason” (as defined in the agreement), in either case other than during the three-year period
following a “Change of Control” of the Company (as defined in the agreement), then Mr. Boyd will be entitled to
receive, in addition to his compensation accrued through the date of his termination of employment, the
following severance compensation and benefits:
(1) two times his base salary and target bonus, if any, paid over a 24-month period following his
termination of employment;
(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of
employment occurs;
(3) continuation for two years following termination of employment of group health, life and disability
insurance benefits as if Mr. Boyd were an employee of the Company;
(4) each outstanding vested Company stock option held by Mr. Boyd will remain exercisable until the
earlier of eighteen months following the date of termination of employment or the expiration of the option’s
original term; and
(5) each outstanding equity grant (other than the stock options described above) held by Mr. Boyd will
be deemed to be vested on a pro-rata basis based on the time of the applicable restricted period that has elapsed
through the date of his termination of employment plus one year, but only to the extent that this would result in a
greater number of shares of Company common stock vesting than would otherwise apply under the existing
terms of the equity grant.
Termination without “Cause” or for “Good Reason” (“Change of Control”). In the event of a termination of
Mr. Boyd’s employment by the Company without “Cause” or by Mr. Boyd for “Good Reason,” in either case
during the three-year period following a “Change of Control” of the Company (including any such termination of
employment prior to a “Change of Control” at the request of a third party effecting the “Change of Control”),
then Mr. Boyd will be entitled to receive, in addition to his compensation accrued through the date of his
termination of employment, the following severance compensation and benefits:
(1) a lump sum cash severance payment equal to three times his base salary and target bonus;
(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of
employment occurs;
(3) continuation for three years following termination of employment of group health, life and disability
insurance benefits as if Mr. Boyd were an employee of the Company; and