Priceline 2011 Annual Report Download - page 104

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INDEX TO EXHIBITS
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are
included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure
information about the Company or the other parties to the agreements. The agreements contain representations and warranties
by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit
of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of
the parties if those statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable
agreement, which-disclosures-are-not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;
and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement
and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or
at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form and
the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
Exhibit
Number
3.1(a)
3.2(b)
3.3(w)
3.4
4.1
4.2(a)
4.3(y)
10.1(a)+
10.2(c)+
10.3(d)+
10.4(c)+
10.5(c)+
10.6(e)+
10.7(e)+
10.8(e)+
10.9(e)+
10.10(f)+
10.11(e)+
10.12(g)+
10.13(g)+
10.14(h)
10.15(h)
10.16(h)
10.17(i)+
10.18(j)+
Description
Amended and Restated Certificate of Incorporation of the Registrant.
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003.
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 3, 2009.
Amended and Restated By-Laws of the Registrant.
Reference is hereby made to Exhibits 3.1, 3.2 and 3.3.
Specimen Certificate for Registrant's Common Stock.
Indenture, dated as of March 10, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC
as Trustee.
1997 Omnibus Plan of the Registrant.
1999 Omnibus Plan of the Registrant, as amended.
Priceline.com 2000 Employee Stock Option Plan.
Form of Stock Option Grant Agreement.
Form of Restricted Stock Agreement for restricted stock grants to Board of Directors.
Form of Base Restricted Stock Agreement (U.S.).
Form of Base Restricted Stock Agreement (U.K.).
Form of Restricted Stock Agreement with covenants (U.S.).
Restricted Stock Agreement, dated February 1, 2005, between Jeffery H. Boyd and the Registrant.
Stock Option and Restricted Stock Agreement, dated November 20, 2000, by and between the Registrant and Robert
Mylod Jr.
Restricted Stock Agreement, dated February 1, 2005, between Robert J. Mylod Jr. and the Registrant.
Employment Agreement, dated February 8, 2006, by and between the Registrant and Peter J. Millones.
Form of priceline.com Incorporated 1999 Omnibus Plan Restricted Stock Agreement for Non-Employee Directors.
Master Agreement, dated as of November 20, 2003, between Credit Suisse First Boston International and the
Registrant.
Schedule to the Master Agreement, dated as of November 20, 2003 between Credit Suisse First Boston International
and the Registrant.
Letter Agreement, dated November 26, 2003, between Credit Suisse First Boston International and priceline.com
Incorporated.
Stock Option Grant Agreement with Ralph M. Bahna.
Letter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan.