Priceline 2010 Annual Report Download - page 48

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2009 Restricted Stock Units. The RSUs granted to Mr. Finnegan in March 2009 would be treated in
the same fashion as the 2009 RSUs held by Mr. Millones described below under “Messrs. Mylod and Millones –
Equity Instruments.”
2008 PSUs. The PSUs granted to Mr. Finnegan in March 2008 would be treated in the same fashion
as the 2008 PSUs held by Mr. Boyd described above under “Mr. Boyd – Equity Instruments.”
Messrs. Mylod and Millones
Employment Agreements
Termination without “Cause” or for “Good Reason”. In the event of a termination of such executive’s
employment by the Company without “Cause” (as defined in the respective agreement with the executive) or by
such executive for “Good Reason” (as defined in the respective agreement), then such executive will be entitled
to receive, among other things, 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 12-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; and
(3) continuation for one year following termination of employment of group health, life and disability
insurance benefits as if he were an employee of the Company, provided that, if such termination is after a
“Change of Control” (as the term is defined in each such agreement) the period of benefit continuation will be
twenty-four months.
Termination as the Result of Death or “Disability”. In the event of a termination of such executive’s
employment as the result of death or “Disability” (as defined in the respective agreement), then such executive
will be entitled to receive, among other things, in addition to his compensation accrued through the date of
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) in the event of termination as the result of death, continuation for one year following termination of
employment of group health insurance benefits for such executive’s dependents as if he were an employee of the
Company; and
(3) in the event of termination as the result of “Disability,” continuation for one year following
termination of employment of group health, life and disability insurance benefits, as if he were an employee of
the Company.
Other. Subject to certain limitations, if severance remuneration payable under the agreements with
Messrs. Mylod and/or Millones is held to constitute an “excess parachute payment” under Section 280G of the
Internal Revenue Code and such executive 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 the executive in an
amount such that such executive will be in the same after-tax economic position as if such excise tax were not
imposed. The agreements with each of Messrs. Mylod and Millones include certain confidentiality and/or non-
solicitation provisions.
Equity Instruments
Mr. Mylod.
2010 PSUs. The PSUs granted to Mr. Mylod in March 2010 would be treated in the same fashion as
the 2010 PSUs held by Mr. Boyd described above under “Mr. Boyd – Equity Instruments.”