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This excerpt taken from the PCLN DEF 14A filed Apr 30, 2009. 2007
Restricted Stock.
Shares of restricted stock granted to Messrs. Soder and Millones in March 2007
provide for accelerated vesting upon a termination without “Cause,” for “Good
Reason,” or as the result of death or “Disability.” If a termination
without “Cause,” for “Good Reason,” or as the result of death or “Disability”
occurs, Messrs. Soder and Millones shall receive a pro-rata portion of the
shares of restricted stock as of the date of termination. If a “Change of
Control” occurs and Messrs. Soder and Millones remain employees of the
Company as of the date which is six months after the “Change of Control,” a
pro-rata portion of the shares of restricted stock will vest as of such
six-month date and the remaining portion of shares of restricted stock will
vest on the third anniversary of the date of grant. Upon a termination
without “Cause,” for “Good Reason,” or as the result of death or “Disability”
that occurs after a “Change of Control” or prior to and in anticipation of a “Change
of Control,” vesting of all outstanding shares of restricted stock will be
accelerated on the date on which Mr. Soder and/or Mr. Millones, as
applicable, is terminated.
This excerpt taken from the PCLN DEF 14A filed Apr 29, 2008. 2005 Restricted Stock. Shares of restricted stock granted to Messrs. Soder
and Millones in February 2005 do not provide for accelerated vesting upon a termination
without “Cause” or a termination for “Good Reason.”
Upon a “Change of Control,” the vesting of all outstanding shares of restricted stock will
be accelerated to the earlier to occur of the date that is six months after the “Change of Control” (as long as Mr. Soder and/or Mr. Millones,
as applicable, is employed by the company on that date) or the date on which Mr. Soder and/or Mr. Millones, as applicable, is
terminated without “Cause” or for death or disability following a “Change of Control.” In conjunction with these grants of
restricted stock, Messrs. Soder and Millones became subject to certain
non-competition, non-solicitation, and non-disclosure obligations. Specifically, while Messrs. Soder and
Millones are employees of the Company and for one year following the
termination of their employment, neither of them may engage in competitive
activity with the Company or solicit customers, clients or employees of the
Company.
This excerpt taken from the PCLN DEF 14A filed Apr 27, 2007. Restricted Stock.
Shares of restricted stock held by Messrs. Soder and Millones do not
provide for accelerated vesting upon a termination “without cause” or a
termination for “good reason.” Upon a “change of control,” the vesting of all
outstanding shares of restricted stock will be accelerated to the earlier to
occur of the date that is six months after the change of control (as long as
Mr. Soder and/or Mr. Millones, as applicable, is employed by the company on
that date) or the date on which Mr. Soder and/or Mr. Millones, as applicable,
is terminated “without cause” following a change of control.
This excerpt taken from the PCLN DEF 14A filed Apr 28, 2006. Restricted
Stock. In certain instances, we make
restricted stock grants to employees to provide strong incentives for continued
superior services. We believe that
grants of restricted stock are effective incentives for our superior performers
to remain with the Company and provide incentives even during periods of
volatility in our share price. In
January 2005, we authorized a broad-based grant of restricted stock to the
Company’s employees in connection with the Company’s annual 2005 compensation
program. As a general matter, the shares
of restricted stock vest pro rata on each of the first four anniversaries of
the date of grant. The shares of
restricted stock issued to the Company’s Chief Executive Officer and Chief
Financial Officer vest on the third anniversary of the date of grant. The shares of restricted stock provide for
accelerated vesting in the event of, among other things, a “change in control.”
In addition, we made a separate grant of restricted stock to certain executive officers, in exchange for which these executive officers agreed, among other things, not to engage in competitive activities or to interfere
17
with priceline.com’s business relations for a specified period of time following the termination of their employment. Senior executives had not historically been asked to sign noncompetition agreements and, based on our review of market practices and the departure of the Company’s Chief Operating Officer during 2004 to work for one of the Company’s competitors, we thought it was prudent to secure agreements from certain of the Company’s key executives, including Mr. Boyd, the Company’s Chief Executive Officer. The shares of restricted common stock granted in exchange for the key executive’s agreements not to compete vested on February 28, 2006, one year after the date of grant.
This excerpt taken from the PCLN DEF 14A filed Apr 27, 2005. Restricted Stock. In certain instances, we make restricted
stock grants to employees to provide strong incentives for continued superior
services. We believe that grants of
restricted stock are effective incentives for our superior performers to remain
with the Company and that incentive can be more consistent during periods of
volatility in our share price. During
2004, we did not make any grants of restricted stock to employees or executive
officers. In January 2005, we
authorized a broad-based grant of restricted stock to the Company’s employees
in connection with the Company’s annual 2005 compensation program.
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