Priceline 2010 Annual Report Download - page 45

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(4) all outstanding Company equity instruments held by Mr. Boyd will be immediately vested, and all
Company stock options will remain exercisable until the earlier of 36 months following the date of termination of
employment or the expiration of the option’s original term.
Termination as the Result of Death or “Disability”. In the event of a termination of Mr. Boyd’s employment as
the result of his death or “Disability” (as defined in Mr. Boyd’s 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) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of
employment occurs;
(2) continuation for one year following termination of employment of group health insurance benefits
for Mr. Boyd’s dependents in the event of Mr. Boyd’s death (or for Mr. Boyd, if he is terminated as the result of
“Disability”) as if Mr. Boyd were an employee of the Company;
(3) in the event of termination of Mr. Boyd’s employment as the result of “Disability,” continuation for
one year following termination of employment of group life and disability insurance benefits as if Mr. Boyd were
an employee of the Company; and
(4) each outstanding vested Company stock option held by Mr. Boyd will remain exercisable until the
earlier of eighteen months following the date of his termination of employment or the expiration of the option’s
original term.
May 2001 Stock Options. The agreement with Mr. Boyd provides that the options to acquire 266,666 shares of
the Company’s common stock that were granted in May 2001 will expire eighteen months after the termination
of Mr. Boyd’s employment as a result of his death or “Disability,” termination by the Company without “Cause,”
termination by Mr. Boyd for “Good Reason” or the Company’s failure to extend the term of the employment
agreement (or 90 days after termination of Mr. Boyd’s employment as a result of a termination by the Company
for “Cause,” termination by Mr. Boyd without “Good Reason” or Mr. Boyd’s failure to extend the term of the
employment agreement), but in no event later than May 25, 2011.
Other. Mr. Boyd’s employment agreement includes certain non-compete, non-solicitation and non-
disparagement provisions. In addition, subject to certain limitations, if severance remuneration payable under the
agreement is held to constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code
and Mr. Boyd becomes liable for any excise tax imposed under Section 4999 of the Internal Revenue Code, the
Company will make an additional cash gross-up payment to him in an amount such that Mr. Boyd will be in the
same after-tax economic position as if such excise tax were not imposed.
Equity Instruments
2010 PSUs. The PSUs granted to Mr. Boyd in March 2010 provide for accelerated vesting upon a
termination without “Cause,” a termination for “Good Reason,” or a termination as the result of death or
“Disability.” The number of shares to be delivered to Mr. Boyd would depend on the termination event
(termination without cause/good reason/death/disability) and when it occurred.
x Upon a termination without “Cause,” for “Good Reason,” or as the result of death or “Disability” that
does not occur coincident with or following a “Change of Control,” the PSU performance multiplier
would be applied to a pro-rata portion (based on the number of full months that had elapsed since
January 1, 2010 as of the date of his termination) of Mr. Boyd’s “target” PSU grant and could range
from 0 to 3x, depending on the Company’s performance through the most recently completed fiscal
quarter. However, if Mr. Boyd’s employment is terminated prior to the 6th fiscal quarter completed
since January 1, 2010, the PSU performance multiplier cannot exceed 2x.
x If a “Change of Control” occurs prior to January 1, 2013 and Mr. Boyd is terminated without “Cause,”
for “Good Reason,” or as a result of death or “Disability” coincident with or at any time following the
effective date of the “Change of Control,” the PSU performance multiplier would be applied to a pro-
rata portion (based on the number of full months that had elapsed since January 1, 2010 as of the
effective date of the “Change of Control”) of Mr. Boyd’s “target” PSU grant; the performance