Priceline 2010 Annual Report Download - page 51

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Mr. Koolen remains employed by the Company until the end of the performance period, then
Mr. Koolen would also receive a pro-rata portion of the remaining “target” PSU grant based on the
length of the performance period that had elapsed between the date that is six months after the “Change
of Control” and the end of the performance period; if Mr. Koolen is terminated without “Cause,” or as
the result of death or “Disability” after the date that is six months after the “Change of Control” but
prior to the end of the performance period, then Mr. Koolen would receive a pro-rata portion of the
remaining “target” PSU grant based on the length of the performance period that had elapsed between
the date that is six months after the “Change of Control” and the date of termination.
x If a “Change of Control” occurs and Mr. Koolen is terminated without “Cause,” or as a result of death
or “Disability” within the six-month period 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 effective date of 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; 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 termination).
2007 PSUs. The PSUs granted to Mr. Koolen in December 2007 provide for accelerated vesting upon
a “Change of Control,” a termination without “Cause” or a termination as the result of death or “Disability” on
the same general terms as the PSUs granted to Mr. Boyd described above except that the following principal
terms differ: Mr. Koolen’s PSUs do not provide for accelerated vesting upon a termination for “Good Reason;”
Mr. Koolen’s PSU performance multiplier ranges from 0 to 3x; Mr. Koolen’s performance period runs from
January 1, 2008 through December 31, 2010; and the “change of control” period is limited to the six-month
period following the “Change of Control.”
2008 Restricted Stock Units. The restricted stock units granted to Mr. Koolen in August 2008 provide
for accelerated vesting upon a “Change of Control,” a termination without “Cause” or a termination as the result
of death or “Disability.” If a termination without “Cause” or a termination as the result of death or “Disability”
occurs, Mr. Koolen shall receive a pro-rata portion of the restricted stock units as of the date of termination. If a
“Change of Control” occurs and Mr. Koolen remains an employee of the Company as of the date which is six
months after the “Change of Control”, a pro-rata portion of the restricted stock units will vest as of such six-
month date and the remaining portion of restricted stock units will vest on the third anniversary of the date of
grant. Upon a termination without “Cause” or a termination as the result of death or “Disability” that occurs
after a “Change of Control,” vesting of all outstanding restricted stock units will be accelerated on the date on
which Mr. Koolen is terminated.
Other. Mr. Koolen entered into a non-competition agreement with the Company in December 2007
pursuant to which Mr. Koolen is subject to one-year non-competition and non-solicitation obligations following
Mr. Koolen’s termination of employment with the Company.