Priceline 2010 Annual Report Download - page 50

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Illness or Other Incapacity to Work. Should Mr. Koolen become unable to perform work due to
illness or other medical incapacity, Mr. Koolen will be entitled to continued payment of 70% of his most recent
gross base salary for a maximum period of 104 weeks commencing on the first day of illness or incapacity. Such
payments will be reduced by financial benefits that Mr. Koolen may receive under any contractual or statutory
insurance and any other income earned by Mr. Koolen.
Other. The agreement with Mr. Koolen includes certain confidentiality, non-competition, and non-
solicitation provisions.
Equity Instruments
2010 PSUs. The PSUs granted to Mr. Koolen in March 2010 provide for accelerated vesting upon a
termination without “Cause” or a termination as the result of death or “Disability.” The number of shares to be
delivered to Mr. Koolen would depend on the termination event (termination without cause/death/disability) and
when it occurred.
x Upon a termination without “Cause” 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. Koolen’s “target” PSU grant and could range from 0 to 3x,
depending on the Company’s performance through the most recently completed fiscal quarter.
x If a “Change of Control” occurs prior to January 1, 2013 and Mr. Koolen is terminated without “Cause”
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. Koolen’s “target” PSU grant; the performance multiplier could range from 0 to 3x,
depending on the Company’s performance through the most recently completed fiscal quarter;
Mr. Koolen would also receive a pro-rata portion of Mr. Koolen’s “target” PSU grant (based on the
number of full months that had elapsed since the effective date of the “Change of Control” as of the
date of his termination).
x If a “Change of Control” occurs on or after January 1, 2013 and Mr. Koolen is terminated without
“Cause,” 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 Mr. Koolen’s
“target” PSU grant and could range from 0 to 3x, depending on the Company’s performance through
the 12th fiscal quarter completed since January 1, 2010.
2009 Restricted Stock Units. The RSUs granted to Mr. Koolen in March 2009 would be treated in the
same fashion as the 2009 RSUs held by Mr. Millones described above under “Messrs. Mylod and Millones –
Equity Instruments.”
2008 PSUs. The PSUs granted to Mr. Koolen in March 2008 provide for accelerated vesting upon a
“Change of Control,” a termination without “Cause,” or a termination as the result of death or “Disability.” The
number of shares to be delivered to Mr. Koolen would depend on the termination event (change of control or
termination without cause/death/disability) and when it occurred.
x Upon a termination without “Cause,” or as the result of death or “Disability,” 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, 2008 as of the date of the termination) of Mr. Koolen’s “target” PSU grant and could
range from 0 to 3.2054x, depending on Agoda’s performance through the most recently completed
month prior to Mr. Koolen’s termination.
x If a “Change of Control” occurs and Mr. Koolen remains employed by the Company for six months
after the effective date of the “Change of Control,” the PSU performance multiplier would be applied to
a pro-rata portion (based on the lesser of 36 and the number of full months that had elapsed since
January 1, 2008 as of the date that is six months after the “Change of Control”) of Mr. Koolen’s
“target” PSU grant; the performance multiplier could range from 0 to 3.2054x, depending on Agoda’s
performance through the most recently completed month prior to Mr. Koolen’s termination; if