Priceline 2010 Annual Report Download - page 56

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2010 Non-Employee Director Compensation and Benefits
Directors who are also employees of priceline.com receive no additional compensation for serving on
the Board of Directors.
x Non-employee Directors. In 2010, non-employee directors received an annual retainer of $35,000. In
2010, non-employee directors also received an annual grant of 466 priceline.com restricted stock units. The
restricted stock units will vest over a four year period (one-fourth of the shares on each of the first four
anniversaries of the date of grant); the vesting of the shares of restricted stock will accelerate if, among other
things, the director is not re-nominated for election to the Board of Directors, the director retires after the age of
65 or becomes disabled, or if there is a “change of control” of priceline.com.
x Committees. In 2010, the Chairperson of the Company’s Audit Committee received a retainer of
$20,000, the Chairperson of the Company’s Compensation Committee received a retainer of $6,250, and the
Chairperson of the Nominating and Corporate Governance Committee received a retainer of $5,000. Each non-
employee director received a fee of $1,250 for each committee meeting attended.
x Chairman of the Board. In 2010, the Chairman of the Company’s Board of Directors, in addition to
compensation received as a director, received a fee of $25,000 and a grant of 467 priceline.com restricted stock
units.
The Company reimburses non-employee Directors for all travel and other expenses incurred in
connection with attending Board of Directors and committee meetings. The Company’s Stock Ownership
Guidelines require that each non-employee director own the Company’s common stock in an amount equal to or
exceeding the lesser of 2,500 shares or shares valued at $350,000.