Director Compensation
Name
Fees Earned or Paid in Cash
($)⁽¹⁾

Stock
Awards
($)⁽²⁾⁽³⁾

Option
Awards
($)

All Other Compensation
  ($)

Total
($)
Ralph M. Bahna
   Chairman of the Board
77,500 280,303 — — 357,803
Howard W. Barker, Jr.
   Director
90,500 169,861 — — 260,361
Jan L. Docter
   Director
45,000 169,861 — 64,870
⁽⁴⁾
279,731
Jeffrey E. Epstein
   Director
72,000 169,861 — — 241,861
James M. Guyette
   Director
74,500 169,861 — — 244,361
Nancy B. Peretsman
   Director
45,000 169,861 — — 214,861
Craig W. Rydin
   Director
83,500 169,861 — — 253,361



Option Exercises and Stock Vested
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)⁽¹⁾	Value Realized on Exercise ($)⁽²⁾	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Jeffery H. Boyd	50,000	33,769,380	37,212	(3)	25,643,310
Daniel J. Finnegan	—	—	10,178	(4)	7,013,802
Darren Huston	—	—	—		—
Chris Soder	—	—	10,178	(5)	7,013,802
Peter J. Millones	—	—	10,178	(6)	7,013,802


(1)	This column ~~reports~~represents the ~~amount~~number of ~~cash compensation earned in 2012 for Board and committee service.~~shares underlying stock options exercised.

(2)

This column ~~represents~~reflects the ~~aggregate grant date fair~~difference between the per share market value ~~of RSUs computed in accordance with FASB ASC Topic 718. For additional information, please refer to Notes 2 and 3~~ of the Company's ~~Consolidated Financial Statements for~~common stock at each exercise and the ~~year ended December 31, 2012, included~~per share exercise price of the options exercised, multiplied, in ~~the Company's Annual Report on Form 10-K. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized~~each case, by the ~~non-employee directors.~~number of options exercised.


(3)	AsMr. Boyd acquired 37,212 shares with a per share market price of ~~December 31, 2012,~~$689.11 in March 2013 upon the ~~Company's non-employee directors (excluding Messrs. Armstrong and Rothman who joined~~vesting of PSUs.


(4)	Mr. Finnegan acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the ~~Board on January 1, 2013) had~~vesting of PSUs.


(5)	Mr. Soder acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the ~~following outstanding equity awards:~~vesting of PSUs.


(6)	Mr. Millones acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the vesting of PSUs.

Employment Contracts, Termination of Employment and

Change in Control Arrangements

~~Ralph M. Bahna:~~The Company and/or its subsidiaries have employment agreements with each of the named executive officers. The agreements are of varying duration and generally provide for minimum annual base salaries. In addition, most of the agreements provide that each executive will be eligible to participate at a level commensurate with his position in the Company's annual bonus and long-term compensation plans generally made available to the Company's senior executives, and to participate in all benefit plans and arrangements and fringe benefits and perquisite programs generally provided to comparable senior executives of the Company. Provided below is a summary of each named executive officer's employment agreement followed by a summary of the material terms of any equity instruments held by such executive outstanding at December 31, 2013 that provide for accelerated vesting (or similar provisions) upon a change in control or termination.

Mr. Boyd

Mr. Boyd resigned as an officer and employee of the Company, effective January 1, 2014. As a result, he is no longer entitled to severance payments whether in connection with a change in control or otherwise pursuant to his employment agreement. However, as Mr. Boyd continues to provide service to the Company as a member of its Board of Directors, equity awards made to him while serving the Company's Chief Executive Officer remain in effect and are subject to accelerated vesting as described below. On November 7, 2013, the Company entered into a transition agreement with Mr. Boyd in connection with his resignation as an officer and employee of the Company, effective January 1, 2014. The transition agreement confirms that Mr. Boyd's resignation was without "Good Reason" (as defined in his employment agreement) and provides that Mr. Boyd would remain eligible for a bonus for his performance during 2013 as the Company's Chief Executive Officer, his equity awards would continue to vest based on his continued service as a member of the Company's Board of Directors pursuant to the terms of the applicable award agreements, and he would be compensated as a non-employee director and Chairman beginning on January 1, 2014 under the transition agreement. Mr. Boyd is not otherwise entitled to any additional benefits.

Employment Agreement

Termination without "Cause" or for "Good Reason" (No "Change in Control"). In the event of a termination of Mr. Boyd's employment by the Company without "Cause" (as defined in the agreement with Mr. Boyd) or by Mr. Boyd for "Good Reason" (as defined in the agreement), in either case other than during the three-year period following a "Change in Control" of the Company (as defined in the agreement), Mr. Boyd would have been entitled to receive, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) two times his base salary and target bonus, if any, paid over a 24-month period following his termination of employment;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(3) continuation for two years following termination of employment of group health, life and disability insurance benefits as if Mr. Boyd were an employee of the Company; and

(4) each outstanding equity grant held by Mr. Boyd would have been deemed to vest on a pro-rata basis based on the time of the applicable restricted period that had elapsed through the date of his termination of employment plus one year, but only to the extent that this would have resulted in a greater number of shares of Company common stock vesting than would otherwise have been the case under the existing terms of the equity grant.

Termination without "Cause" or for "Good Reason" ("Change in Control"). In the event of a termination of Mr. Boyd's employment by the Company without "Cause" or by Mr. Boyd for "Good Reason," in either case during the three-year period following a "Change in Control" of the Company (including any such termination of employment prior to a "Change in Control" at the request of a third party effecting the "Change in Control"), Mr. Boyd would have been entitled to receive, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) a lump sum cash severance payment equal to three times his base salary and target bonus;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(3) continuation for three years following termination of employment of group health, life and disability insurance benefits as if Mr. Boyd were an employee of the Company; and

(4) notwithstanding the terms of the equity awards described below, all outstanding Company equity instruments held by Mr. Boyd would have immediately vested.

Termination as the Result of Death or "Disability." In the event of a termination of Mr. Boyd's employment as the result of his death or "Disability" (as defined in Mr. Boyd's agreement), then Mr. Boyd would have been entitled to receive, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(2) continuation for one year following termination of employment of group health insurance benefits for Mr. Boyd's dependents in the event of Mr. Boyd's death (or for Mr. Boyd, if he is terminated as the result of "Disability") as if Mr. Boyd were an employee of the Company; and

(3) in the event of termination of Mr. Boyd's employment as the result of "Disability," continuation for one year following termination of employment of group life and disability insurance benefits as if Mr. Boyd were an employee of the Company.

Other. Mr. Boyd's employment agreement includes certain non-compete, non-solicitation and non-disparagement provisions. In addition, subject to certain limitations, if severance remuneration payable under the agreement were held to constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code and Mr. Boyd became liable for any excise tax imposed under Section 4999 of the Internal Revenue Code, the Company would have made an additional cash gross-up payment to him in an amount such that Mr. Boyd will be in the same after-tax economic position as if such excise tax were not imposed. Mr. Boyd entered into a separate non-competition and non-solicitation agreement with the Company in February 2013 pursuant to which Mr. Boyd is subject to one-year non-competition and non-solicitation obligations following Mr. Boyd's termination of employment with the Company.

Equity Instruments

PSUs. The PSUs granted to Mr. Boyd in March 2013, 2012 and 2011, respectively, provide for accelerated vesting upon a termination of service without "Cause," a termination of service for "Good Reason," or a termination of service as the result of death or "Disability". The number of shares to be delivered to Mr. Boyd would depend on the termination event (termination without cause/good reason/death/disability) and when it occurred.

Upon a termination of service without "Cause," for "Good Reason," or as the result of death or "Disability" that does not occur coincident with or following a "Change in 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, 2013, January 1, 2012 or January 1, 2011, as applicable, as of the date of his termination of service) of Mr. Boyd's "target" PSU grant and could range from 0 to 2x, depending on the Company's performance through the most recently completed fiscal quarter.

If a "Change in Control" occurs prior to January 1, 2016, January 1, 2015 or January 1, 2014, as applicable, and Mr. Boyd's service is terminated without "Cause," for "Good Reason," or as a result of death or "Disability" coincident with or at any time following the effective date of the "Change in 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, 2013, January 1, 2012 or January 1, 2011, as applicable, as of the effective date of the "Change in Control") of Mr. Boyd's "target" PSU grant; the performance multiplier could range from 0 to 2x, depending on the Company's performance through the most recently completed fiscal quarter; and Mr. Boyd would also receive a pro-rata portion of Mr. Boyd's "target" PSU grant (based on the number of full months that had elapsed since the effective date of the "Change in Control" as of the date of his termination).

If a "Change in Control" occurs on or after January 1, 2016, January 1, 2015 or January 1, 2014, as applicable, and Mr. Boyd's service is terminated without "Cause," for "Good Reason," or as a result of death or "Disability" coincident with or at any time following the effective date of the "Change in Control," the PSU performance multiplier would be applied to Mr. Boyd's "target" PSU grant and could range from 0 to 2x, depending on the Company's performance through the 12th fiscal quarter completed since January 1, 2013, January 1, 2012 or January 1, 2011, as applicable.

Mr. Finnegan

Employment Agreement

Termination without "Cause" or for "Good Reason." In the event of a termination of Mr. Finnegan's employment by the Company without "Cause" (as defined in the agreement with Mr. Finnegan) or by Mr. Finnegan for "Good Reason" (as defined in the agreement), Mr. Finnegan will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) one times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company.

Other. Mr. Finnegan entered into a separate non-competition and non-solicitation agreement with the Company in February 2013 pursuant to which Mr. Finnegan is subject to one-year non-competition and non-solicitation obligations following Mr. Finnegan's termination of employment with the Company.

Equity Instruments

PSUs. The PSUs granted to Mr. Finnegan in March 2013, March 2012 and March 2011, respectively, would be treated in the same fashion as the PSUs held by Mr. Boyd described above under "Mr. Boyd - Equity Instruments."

Mr. Huston

During 2013, Mr. Huston served as Chief Executive Officer or the Company's Booking.com brand. Effective, January 1, 2014, Mr. Huston became the Company's President and Chief Executive Officer and was appointed to the Company's Board of Directors. He also continues to serve as Booking.com's Chief Executive Officer. Mr. Huston and Booking.com entered into an employment agreement dated September 26, 2011 in connection with Mr. Huston's hiring and becoming Booking.com's Chief Executive Officer. This employment agreement was in effect on December 31, 2013 and governed any severance and/or change in control arrangements with Mr. Huston until that date. On November 7, 2013, the Company, Booking.com and Mr. Huston amended and restated his employment agreement effective January 1, 2014 in connection with his appointment as the Company's President and Chief Executive Officer and as a member of the Company's Board of Directors.

2011 Employment Agreement

The employment agreement between Mr. Huston and Booking.com, which was entered into effective September 26, 2011, does not have a fixed term and is terminable at will by either party upon due observance of the statutory notice period in the Netherlands, which is currently one month for an employment relationship of less than five years. The agreement automatically terminates upon Mr. Huston reaching the pensionable age under an applicable pension agreement or under the General Old Age Pensions Act in the Netherlands (which is generally age 65).

Termination without "Cause" Or "Good Reason." In the event of a termination of Mr. Huston's employment by Booking.com without "Cause" (as defined in the agreement with Mr. Huston) or by Mr. Huston for "Good Reason" (as defined in the agreement), Mr. Huston will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment; and

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(3) continuation for up to eighteen months following termination of employment of group health, life and disability insurance benefits as if Mr. Huston were an employee of Booking.com;

(4) the cost of reasonable relocation expenses to North America, in an amount not to exceed EUR 200,000; and

(5) a pro-rata portion of the PSU award granted in March 2012 will immediately vest, but only to the extent that this would result in a greater number of shares of Company common stock vesting than would otherwise apply under the existing terms of the equity grant.

Because Mr. Huston's employment agreement is governed by Dutch law and under Dutch law a court has discretion to award severance to an employee depending on the facts and circumstances of the termination of the employee (e.g., the reason for the termination), if a court awards Mr. Huston any compensation upon his termination, then the amount of such award shall be deducted from the amounts described above.

Termination as the Result of Death. In the event of a termination of Mr. Huston's employment as the result of his death, Mr. Huston will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs, continuation for twelve months following his death of group health, life and disability insurance benefits for his dependents as if he were an employee of the Company, and the cost of reasonable relocation expenses for his immediate family to North America, in an amount not to exceed EUR 200,000.

Illness or Other Incapacity to Work. Should Mr. Huston become unable to perform work due to illness or other medical incapacity, Mr. Huston will be entitled to continued payment of 100% of his most recent gross base salary for the first six months of illness or incapacity, commencing on the first day of illness or incapacity, 85% for the second sixth months of illness or incapacity, and 70% for the second year of illness or incapacity. Such payments will be reduced by financial benefits that Mr. Huston may receive under any contractual or statutory insurance and any other income earned by Mr. Huston.

Other.The employment agreement with Mr. Huston includes certain confidentiality, non-competition, and non-solicitation provisions. In addition, subject to certain limitations, if severance remuneration payable under the employment agreement is held to constitute a "parachute payment" under Section 280G of the Internal Revenue Code, the Company will reduce the amount of such payment to the extent necessary so that no portion of the payment, so reduced, would constitute a "parachute payment." Mr. Huston also entered into a separate non-competition and non-solicitation agreement with the Company in February 2013 pursuant to which Mr. Huston is subject to one-year non-competition and non-solicitation obligations following Mr. Huston's termination of employment with Booking.com.

Amended and Restated Employment Agreement

The amended and restated employment agreement between Mr. Huston, the Company and Booking.com, which was entered into on November 7, 2013 and which became effective on January 1, 2014, does not have a fixed term and is terminable at will by either party upon due observance of the statutory notice period in the Netherlands, which is currently one month for an employment relationship of less than five years. The agreement automatically terminates upon Mr. Huston reaching the pensionable age under an applicable pension agreement or under the General Old Age Pensions Act in the Netherlands (which is generally age 65).

Termination without "Cause" Or "Good Reason." In the event of a termination of Mr. Huston's employment without "Cause" (as defined in the agreement) or by Mr. Huston for "Good Reason" (as defined in the agreement), Mr. Huston will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment; and

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(3) continuation for twenty-four months following termination of employment of group health, life and disability insurance benefits as if Mr. Huston were an employee of Booking.com;

(4) if Mr. Huston is resident in the Netherlands at the time of termination, the cost of reasonable relocation expenses to North America;

(6) a pro-rata portion of any future PSU or other restricted stock (including RSU) award granted after January 1, 2014 will vest, provided that with respect to any such PSU award, the pro-rata portion shall be determined based on any applicable performance multiplier under the applicable award agreement as of the last fiscal quarter for which the Company's financial results have been publicly reported.

If Mr. Huston's employment is terminated without "Cause" or by Mr. Huston for "Good Reason" on or within three years after the consummation of a "Change in Control" (as defined in the agreement), instead of the above severance compensation and benefits, Mr. Huston will be entitled to the following severance compensation and benefits:

(1) three times the sum of his base salary and target bonus, if any, for the year in which such termination occurs, payable in a lump sum;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(3) continuation for up to thirty-six months following termination of employment of group health, life and disability insurance benefits as if Mr. Huston were an employee;

(4) if Mr. Huston is resident in the Netherlands at the time of termination, the cost of reasonable relocation expenses to North America;

Because Mr. Huston's employment agreement is governed by Dutch law so long as Mr. Huston resides in the Netherlands, and under Dutch law a court has discretion to award severance to an employee depending on the facts and circumstances of the termination of the employee (e.g., the reason for the termination), if a court awards Mr. Huston any compensation upon his termination, then the amount of such award shall be deducted from the amounts described above.

Termination as the Result of Death. In the event of a termination of Mr. Huston's employment as the result of his death, Mr. Huston's heirs will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs, continuation for twelve months following his death of group health insurance benefits for his dependents as if he were an employee of the Company, and, if Mr. Huston resided in the Netherlands at the time of his death, the cost of reasonable relocation expenses for his immediate family to North America.

Illness or Other Incapacity to Work. Should Mr. Huston become unable to perform work due to illness or other medical incapacity while residing in the Netherlands, Mr. Huston will be entitled to continued payment of 100% of his most recent gross base salary for the first six months of illness or incapacity, commencing on the first day of illness or incapacity, 85% for the second sixth months of illness or incapacity, and 70% for the second year of illness or incapacity. Such payments will be reduced by financial benefits that Mr. Huston may receive under any contractual or statutory insurance and any other income earned by Mr. Huston.

Equity Instruments

PSUs. The PSUs granted to Mr. Huston in March 2012 and March 2013 would be treated in the same fashion as the PSUs held by Mr. Boyd described above under "Mr. Boyd - Equity Instruments".

2011 Restricted Stock Units. The RSUs granted to Mr. Huston in November 2011 provide for ~~1,567 shares;~~accelerated vesting upon a termination without "Cause," a termination for "Good Reason," or a termination as the result of death or "Disability." If a termination without "Cause," for "Good Reason," or as the result of death or "Disability" occurs prior to a "Change in Control," Mr. Huston will receive a pro-rata portion of the RSUs as of the date of termination. If a "Change in Control" occurs prior to November 14, 2014, and Mr. Huston is terminated without "Cause," for "Good Reason," or as a result of death or "Disability" coincident with or at any time following the effective date of the "Change in Control," the RSUs will immediately vest in full.

~~Howard W. Barker, Jr.:~~

2013 Restricted Stock Units. The RSUs granted to Mr. Huston in November 2013 provide for ~~3,288 shares (including deferred~~accelerated vesting upon a termination without "Cause," a termination for "Good Reason," or a termination as a result of death or "Disability." If a termination without "Cause," for "Good Reason," or as the result of death or "Disability" occurs prior to a "Change in Control," Mr. Huston will receive a pro-rata portion of the RSUs as of the date of termination.

Mr. Soder

Employment Agreement

Termination without "Cause" or for ~~2,459 shares);~~"Good Reason." In the event of a termination of Mr. Soder's employment by the Company without "Cause" (as defined in the agreement with Mr. Soder) or by Mr. Soder for "Good Reason" (as defined in the agreement), then Mr. Soder will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

~~Jan L. Docter: RSUs~~

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

(2) if a bonus plan is in place, a pro-rata target annual bonus for ~~829 shares;~~

~~Jeffrey E. Epstein: options to purchase 10,000 shares and RSUs for 3,288 shares (including deferred RSUs for 2,459 shares);~~

~~James M. Guyette: RSUs for 829 shares;~~

~~Nancy B. Peretsman: RSUs for 1,692 shares (including deferred RSUs for 863 shares);~~the year in which termination of employment occurs; and

~~Craig W. Rydin: RSUs~~

(3) continuation for ~~2,922 shares~~one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company; provided that if such termination is after a "Change of Control" (as the term is defined in such agreement) the period of benefit continuation will be twenty-four months.

Termination as a Result of Death or "Disability." In the event of a termination of Mr. Soder's employment as a result of death or "Disability" (as defined in such agreement), Mr. Soder will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

(1) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(2) in the event of termination as a result of death, continuation for one year following termination of employment of group health insurance benefits for Mr. Soder's dependents as if he were an employee of the Company; and

(3) in the event of termination as a result of "Disability," continuation for one year following termination of employment of group health, life and disability insurance benefits, as if he were an employee of the Company.

Other. Subject to certain limitations, if severance remuneration payable under the agreement with Mr. Soder is held to constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code and such executive becomes liable for any excise tax imposed under Section 4999 of the Internal Revenue Code, the Company will make an additional cash gross-up payment to Mr. Soder in an amount such that Mr. Soder will be in the same after-tax economic position as if such excise tax were not imposed. Mr. Soder entered into a separate non-competition and non-solicitation agreement with the Company in February 2013 pursuant to which Mr. Soder is subject to one-year non-competition and non-solicitation obligations following Mr. Soder's termination of employment with the Company.

Equity Instruments

PSUs. The PSUs granted to Mr. Soder in March 2013, March 2012 and March 2011, respectively, would be treated in the same fashion as the PSUs held by Mr. Boyd described above under "Mr. Boyd - Equity Instruments."

Mr. Millones

Employment Agreement

Termination without "Cause" or for "Good Reason." In the event of a termination of Mr. Millones' employment by the Company without "Cause" (as defined in the agreement with Mr. Millones) or by Mr. Millones for "Good Reason" (as defined in the agreement), then Mr. Millones will be entitled to receive, among other things, in addition to his compensation accrued through the date of his termination of employment, the following severance compensation and benefits:

(1) two times his base salary and target bonus, if any, paid over a 12-month period following his termination of employment;

(2) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs; and

(3) continuation for one year following termination of employment of group health, life and disability insurance benefits as if he were an employee of the Company.

Termination as a Result of Death or "Disability." In the event of a termination of Mr. Millones' employment as a result of death or "Disability" (as defined in such agreement), Mr. Millones will be entitled to receive, among other things, in addition to his compensation accrued through the date of termination of employment, the following severance compensation and benefits:

(1) if a bonus plan is in place, a pro-rata target annual bonus for the year in which termination of employment occurs;

(2) in the event of termination as a result of death, continuation for one year following termination of employment of group health insurance benefits for Mr. Millones' dependents as if he were an employee of the Company; and

Other. Mr. Millones entered into a separate non-competition and non-solicitation agreement with the Company in February 2013 pursuant to which Mr. Millones is subject to one-year non-competition and non-solicitation obligations following Mr. Millones' termination of employment with the Company.

Equity Instruments

PSUs. The PSUs granted to Mr. Millones in March 2013, March 2012 and March 2011, respectively, would be treated in the same fashion as the PSUs held by Mr. Boyd described above under "Mr. Boyd - Equity Instruments."

Potential Payments Upon a Change in Control and/or Termination

The following tables estimate the payments required to be made to each named executive officer in connection with (a) a termination of his employment upon specified events or (b) a change in control assuming a $1,162.40 per share price for the Company's common stock (the closing market price on December 31, 2013). The amounts shown also assume that the termination or change in control was effective December 31, 2013, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives. Therefore, amounts shown do not reflect, for instance, any changes to base salaries or bonus targets effective in 2014, changes in the cost of health benefit plans, equity grants made in 2014 or equity that vested subsequent to December 31, 2013. In addition, amounts shown reflect incremental amounts due to the named executive officer upon the specified event, and do not include amounts that were vested as of December 31, 2013. The actual amounts paid can only be determined at the time of the termination of the executive's employment or a change in control. The terms "Cause," "Good Reason," and "Disability" have the meanings in the individual employment agreements or equity instruments described above. In the event of voluntary resignation or retirement where the person's last date of employment was December 31, 2013, the named executive officer would only receive his accrued but unpaid salary through the termination date of employment. Mr. Boyd resigned as an employee and officer of the Company effective January 1, 2014, and so his last date of employment with the Company was December 31, 2013. As a result, notwithstanding the information below, Mr. Boyd did not receive any severance payments or benefits (including ~~deferred RSUs~~accelerated vesting of any equity awards) in connection with his resignation. See Employment Contracts, Termination of Employment and Change in Control Arrangements above for ~~2,093 shares).~~more information.

Mr. Boyd



Executive Benefits and Payments Upon Separation or Change in Control	Termination without "Cause" (non-Change in Control) ($)	Termination for "Good Reason" (non-Change in Control) ($)	Termination without "Cause" or for "Good Reason" (Change in Control) ($)	No Termination (Change in Control) ($)	Death or Disability ($)
Severance:
Base Salary and Target Bonus	4,400,000	4,400,000	6,600,000	—	—
Pro Rated Bonus	1,650,000	1,650,000	1,650,000	—	1,650,000
Equity and Benefits:
Performance Share Units	55,639,783	55,639,783	64,552,292	—	36,245,900
Restricted Stock Units	—	—	—	—	—
Stock Options	—	—	—	—	—
Health & Welfare⁽¹⁾	35,128	35,128	52,692	—	18,032
Tax Gross-Up	—	—	—	—	—
Total:	61,724,911	61,724,911	72,854,984	—	37,913,932


~~(4)~~(1)	~~Represents U.S. federal withholding and related taxes~~Benefit amounts are based on 2013 annual premiums paid by the Company ~~on Mr. Docter's behalf,~~for (a) medical, dental and ~~for which the Company did not seek reimbursement.~~vision coverage, (b) term life insurance and (c) long-term disability insurance.

~~2013 Non-Employee Director Compensation Program.~~ In consultation with Mercer, the Compensation Committee's outside compensation consultant, the Compensation Committee and the Board have approved changes to the compensation program for the non-employee members of the Board. Beginning in 2013, non-employee directors will receive an annual cash retainer of $50,000 and an annual restricted stock unit award representing shares of common stock valued at approximately $250,000 on the date of grant. In addition, beginning in 2013, members of the Audit Committee and members of the Compensation Committee will receive an additional $15,000 annual cash retainer for each such committee on which they serve, and members of the Nominating and Corporate Governance Committee will receive an additional $5,000 annual cash retainer. Further, the chairperson of the Audit Committee will receive an additional cash retainer of $20,000, and the chairperson of the Compensation Committee and the chairperson of the Nominating and Corporate Governance Committee will each receive an additional $10,000 annual cash retainer. Finally, beginning in 2013, the chairperson of the Board (if a non-employee director) or the Lead Independent Director (if the chairperson is an employee of the Company) shall receive an additional annual cash retainer of $25,000. Per meeting fees for attendance at Board meetings or meetings of the Board's three standing committees will no longer be paid. Additional compensation, if any, for service on temporary or special Board committees will be determined when and if such committees are formed.

~~Compensation Committee Interlocks and Insider Participation~~Mr. Finnegan



Executive Benefits and Payments Upon Separation or Change in Control	Termination without "Cause" (non-Change in Control) ($)	Termination for "Good Reason" (non-Change in Control) ($)	Termination without "Cause" or for "Good Reason" (Change in Control) ($)	No Termination (Change in Control) ($)	Death or Disability ($)
Severance:
Base Salary and Target Bonus	976,500	976,500	976,500	—	—
Pro Rated Bonus	661,500	661,500	661,500	—	—
Equity and Benefits:
Performance Share Units	15,627,228	15,627,228	15,627,228	—	15,627,228
Restricted Stock Units	—	—	—	—	—
Stock Options	—	—	—	—	—
Health & Welfare⁽¹⁾	17,506	17,506	17,506	—	—
Tax Gross-Up	—	—	—	—	—
Total:	17,282,734	17,282,734	17,282,734	—	15,627,228


(1)	Benefit amounts are based on 2013 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

As noted above, the Compensation Committee is currently comprised of four non-employee, independent directors: Messrs. Armstrong, Epstein, Guyette and Rydin. No member of the Compensation Committee is or was formerly an officer or an employee of the Company or had any related person transaction required to be disclosed in which the Company was a participant during the last fiscal year. In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company for which any of the Company's directors serves as an executive officer.Mr. Huston



Executive Benefits and Payments Upon Separation or Change in Control⁽¹⁾	Termination without "Cause" (non-Change in Control) ($)	Termination for "Good Reason" (non-Change in Control) ($)	Termination without "Cause" or for "Good Reason" (Change in Control) ($)	No Termination (Change in Control) ($)	Death or Disability ($)
Severance:
Base Salary and Target Bonus	2,870,921	2,870,921	2,870,921	—	—
Pro Rated Bonus	956,974	956,974	956,974	—	956,974
Equity and Benefits:
Performance Share Units	13,486,978	13,486,978	13,486,978	—	13,468,978
Restricted Stock Units	4,717,310	4,717,310	6,715,185	—	4,717,310
Stock Options	—	—	—	—	—
Health & Welfare⁽²⁾	33,539	33,539	33,539	—	22,359
Tax Gross-Up	—	—	—	—	—
Relocation	265,826	265,826	265,826	—	265,826
Total:	22,331,548	22,331,548	24,329,423	—	19,431,447

~~Certain Relationships and Related Transactions~~

~~Review and Approval or Ratification of Related Person Transactions~~

The Audit Committee of the Board of Directors, pursuant to a written policy, reviews all relationships and transactions in which the Company participates and in which any related person has a direct or indirect material interest and the transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. The Company's legal staff is primarily responsible for gathering information from the directors and executive officers. Related person transactions are generally identified in:

~~questionnaires annually distributed to the Company's directors and executive officers;~~

~~certifications submitted annually by the Company's executive officers and directors related to their compliance with the Company's Code of Conduct; and~~

~~communications made directly by the related person to the General Counsel.~~

As required under SEC rules, transactions in which the Company participates and in which any related person has a director or indirect material interest and the amount involved exceeds $120,000 are disclosed in the Company's proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee will consider:

~~the nature of the related person's interest in the transaction;~~

~~the material terms of the transaction, including, without limitation, the amount and type of transaction;~~

~~the importance of the transaction to the related person;~~

~~the importance of the transaction to the Company;~~

~~whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and~~

~~any other matters the committee deems appropriate.~~

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting that considers the transaction. This process is included in the Company's Corporate Governance Principles, which is available on the Investor Relations section of the Company's priceline.com website (www.priceline.com) under the tab "Corporate Governance."

~~Club Quarters~~

Ralph Bahna, a director of the Company who is retiring from the Board effective as of the Annual Meeting, serves as the chairman of Club Quarters, an international group of hotels, of which Masterworks Development Corporation, controlled by Mr. Bahna, is a minority stakeholder. During the year ended December 31, 2012, in the ordinary course of business the Company facilitated the reservation of hotel rooms by Company customers at Club Quarters hotels. The Club Quarters hotel room reservations by Company customers (including customers of the Company's subsidiaries) during 2012 represented less than 0.07% of the total hotel room night reservations made through the Company, including its subsidiaries, during 2012. Club Quarters received approximately $22.6 million of bookings through the Company (and its subsidiaries) in 2012, approximately $2.5 million of which was paid by the Company to Club Quarters in connection with "merchant" hotel transactions.


(1)	Mr. Huston's compensation is translated into U.S. Dollars using the average exchange rate in effect during 2013, which was 1.33 U.S. Dollars to Euros.


(2)	Benefit amounts are based on 2013 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

Mr. Soder



Executive Benefits and Payments Upon Separation or Change in Control	Termination without "Cause" (non-Change in Control) ($)	Termination for "Good Reason" (non-Change in Control) ($)	Termination without "Cause" or for "Good Reason" (Change in Control) ($)	No Termination (Change in Control) ($)	Death or Disability ($)
Severance:
Base Salary and Target Bonus	2,088,000	2,088,000	2,088,000	—	—
Pro Rated Bonus	684,000	684,000	684,000	—	684,000
Equity and Benefits:
Performance Share Units	16,873,623	16,873,623	16,873,623	—	16,873,623
Restricted Stock Units	—	—	—	—	—
Stock Options	—	—	—	—	—
Health & Welfare⁽¹⁾	17,564	17,564	35,128	—	—
Tax Gross-Up	—	—	7,154,952	—	—
Total:	19,663,187	19,663,187	26,835,703	—	17,557,623


(1)	Benefit amounts are based on 2013 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

~~PROPOSAL 2~~

~~Ratification~~Mr. Millones



Executive Benefits and Payments Upon Separation or Change in Control	Termination without "Cause" (non-Change in Control) ($)	Termination for "Good Reason" (non-Change in Control) ($)	Termination without "Cause" or for "Good Reason" (Change in Control) ($)	No Termination (Change in Control) ($)	Death or Disability ($)
Severance:
Base Salary and Target Bonus	1,914,000	1,914,000	1,914,000	—	—
Pro Rated Bonus	627,000	627,000	627,000	—	627,000
Equity and Benefits:
Performance Share Units	16,194,038	16,194,038	16,194,038	—	16,194,038
Restricted Stock Units	—	—	—	—	—
Stock Options	—	—	—	—	—
Health & Welfare⁽¹⁾	17,525	17,525	35,050	—	17,954
Tax Gross-Up	—	—	7,027,998	—	—
Total:	18,752,563	18,752,563	25,798,086	—	16,838,992


(1)	Benefit amounts are based on 2013 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

~~The Audit Committee has selected Deloitte & Touche LLP as~~ the ~~Company's independent registered public accounting firm for~~named executive officers upon termination or change in control assuming the ~~fiscal year ending~~event occurred on December 31, ~~2013. The Company is submitting~~2013, the Audit Committee's selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited the Company's financial statements since July 1997. The Company expects that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.

~~The Company's By-laws do not require that the stockholders ratify the selection~~last day of the Company's ~~independent registered public accounting firm.~~most recently-completed fiscal year. However, the ~~Company is submitting the selection of Deloitte & Touche LLP~~payments to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Evennamed executive officers could differ, in some instances materially, if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year, if it determines that such a change would be in the best interests of the Company and its stockholders.

~~With respect~~triggering event were to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the Company's independent auditors requires approval by a majority of the total number of shares present and entitled to voteoccur on ~~the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter.~~ or after January 1, 2014.~~The Board of Directors recommends a vote~~ ~~FOR~~ ~~Proposal 2~~.

~~Report of the Audit Committee of the Board of Directors~~

The Audit Committee has the responsibility to, among other things, oversee and review the preparation of the Company's consolidated financial statements, the Company's system of internal controls and the qualifications, independence and performance of the Company's independent registered public accounting firm. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company's independent registered public accounting firm. The specific duties and responsibilities of the Audit Committee are described in the charter of the Audit Committee, which is available in the Investor Relations section of the Company's priceline.com website (~~www.priceline.com~~) under the tab "Corporate Governance." The Board has determined that each member of the Audit Committee is an independent director based on the NASDAQ Stock Market's listing rules and that each member of the Audit Committee also satisfies the SEC's additional independence requirements for members of audit committees. In addition, the Company's Board of Directors has determined that each of Howard W. Barker, Jr. and Jeffrey E. Epstein is an "audit committee financial expert," as defined by SEC rules.

Management is responsible for the financial reporting process, including the Company's system of internal controls, and for the preparation of the Company's consolidated financial statements in accordance with generally accepted accounting principles. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and to issue a report thereon. The Audit Committee's responsibility is to oversee and review these processes. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance or professional opinion as to the sufficiency of internal and external audits, whether the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles or on the effectiveness of the Company's system of internal control.

~~The Audit Committee met ten times in 2012.~~

~~Review and Discussions with Management~~

~~The Audit Committee has reviewed and discussed the Company's audited financial statements for the year ended December 31, 2012 with the Company's management.~~

~~Review and Discussions with Independent Accountants~~

The Audit Committee has discussed with Deloitte & Touche LLP, the Company's independent registered public accounting firm, the matters required to be discussed by applicable PCAOB standards, which include, among other items, matters related to the conduct of the audit of the Company's financial statements.

The Audit Committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by PCAOB Rule 3526 ("Communication With Audit Committees Concerning Independence") and has discussed with Deloitte & Touche LLP its independence with respect to the Company. In addition, the Audit Committee has considered whether Deloitte & Touche LLP's provision of non-audit services is compatible with maintaining its independence. The Audit Committee's meetings include, whenever appropriate, executive sessions with Deloitte & Touche LLP without the presence of the Company's management.

~~Conclusion~~

Based on the review and discussions referred to above, and the Audit Committee's review of the representations of management and the report of the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company's audited consolidated financial statements and management's assessment of internal control over financial reporting be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

~~SUBMITTED BY THE AUDIT COMMITTEE~~

OF THE BOARD OF DIRECTORS

Craig W. Rydin, Chairman

Tim Armstrong

Jeffrey E. Epstein

James M. Guyette

Compensation of Named Executive Officers

Summary Compensation Table

The following table shows compensation earned during 2013, 2012 and 2011, except for Mr. Soder, as noted below, by the Company's Chief Executive Officer, Chief Financial Officer and the next three most highly-compensated executive officers serving at the end of 2013. These individuals are referred to as the "named executive officers." Information for Mr. Soder is for 2013 only, in accordance with applicable SEC rules, since he was not a named executive officer as of December 31, 2012 or 2011. Unless otherwise indicated, titles shown in the table are titles held as of December 31, 2013.

Summary Compensation Table



Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards ($)⁽³⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Jeffery H. Boyd	2013	550,000	—		8,000,326	—	6,500,000	⁽⁴⁾	7,974	⁽⁷⁾	15,058,300
President, Chief Executive	2012	550,000	—		4,499,707	—	5,250,000	⁽⁵⁾	7,824	⁽⁸⁾	10,307,531
Officer and Chairman	2011	550,000	—		4,500,097	—	4,000,000	⁽⁶⁾	7,674	⁽⁹⁾	9,057,771

Daniel J. Finnegan	2013	315,000	—		3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,322,789
Chief Financial Officer	2012	315,000	—		1,750,281	—	1,000,000	⁽⁵⁾	7,824	⁽⁸⁾	3,073,105
	2011	315,000	—		1,439,919	—	725,000	⁽⁶⁾	7,674	⁽⁹⁾	2,487,593

Darren Huston	2013	478,487	—		11,999,771	—	5,250,000	⁽⁴⁾	150,210	⁽⁷⁾	17,878,468
Chief Executive Officer,	2012	462,952	—		3,000,020	—	4,000,000	⁽⁵⁾	256,612	⁽⁸⁾	7,719,584
Booking.com⁽¹⁾	2011	134,759	260,560	⁽²⁾	2,999,869	—	695,941	⁽⁶⁾	100,776	⁽⁹⁾	4,191,905

Chris Soder	2013	360,000	—		3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,367,789
Chief Executive Officer,
priceline.com

Peter J. Millones	2013	330,000	—		3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,337,789
Executive Vice President,	2012	330,000	—		2,000,228	—	1,000,000	⁽⁵⁾	7,824	⁽⁸⁾	3,338,052
General Counsel and	2011	330,000	—		1,439,919	—	800,000	⁽⁶⁾	7,674	⁽⁹⁾	2,577,593
Corporate Secretary

(1)

Mr. Huston was named Chief Executive Officer of Booking.com effective September 26, 2011. Mr. Huston's salary in 2011 is pro-rated based on his period of service during 2011. The compensation for Mr. Huston is translated into U.S. Dollars using an average exchange rate for 2013 of 1.33 U.S. Dollars to Euros, for 2012 of 1.29 U.S. Dollars to Euros and for 2011 of 1.39 U.S. Dollars to Euros. Mr. Huston became the Company's President and Chief Executive Officer on January 1, 2014, and continues as the Chief Executive Officer of Booking.com.


(2)	Consists of a signing bonus of $259,864 and an annual "holiday" bonus paid to all employees of Booking.com of $696 for 2011.

(3)

Represents the aggregate grant date fair value of (a) PSUs granted to Messrs. Boyd, Finnegan, Huston, Soder and Millones in 2013, (b) PSUs granted to Messrs. Boyd, Finnegan, Huston and Millones in 2012, (c) PSUs granted to Messrs. Boyd, Finnegan and Millones in 2011, and (d) RSUs granted to Mr. Huston in 2011 in connection with his hiring and in 2013 in connection with his promotion to President and Chief Executive Officer of the Company on January 1, 2014, in each case, computed in accordance with FASB ASC Topic 718. For PSUs granted to Messrs. Boyd, Finnegan, Huston, Soder and Millones in 2013, the amount reflects 1 times the "target" amount, as of the grant date, for those awards. The maximum number of shares that could be issued to Messrs. Boyd, Finnegan, Huston, Soder and Millones under the 2013 PSU awards is 2 times the "target" amount, which would result in a value of $16,000,651, $7,999,630, $11,999,445, $7,999,630 and $7,999,630, respectively, based on the stock price at the date of grant. For PSUs granted to Messrs. Boyd, Finnegan, Huston and Millones in 2012, the amount reflects 1 times the "target" amount, as of the grant date, for those awards. The maximum number of shares that could be issued to Messrs. Boyd, Finnegan, Huston and Millones under the 2012 PSU awards is 2 times the "target" amount, which would result in a value of $8,999,413, $3,500,561, $6,000,039 and $4,000,457, respectively, based

on the stock price at the date of grant. For PSUs granted to Messrs. Boyd, Finnegan and Millones in 2011, the amount reflects 1 times the "target" amount, as of the grant date, for those awards. The maximum number of shares that could be issued to Messrs. Boyd, Finnegan and Millones under the 2011 PSU awards is 2 times the "target" amount, which would result in a value of $9,000,194, $2,879,839 and $2,879,839, respectively, based on the stock price at the date of grant. The amounts in this column reflect the Company's estimate of the payout for these awards, as of the date of grant, and do not correspond to the actual value, if any, that will be recognized by the named executive officers. For additional information, please refer to Notes 2 and 3 of the Company's Consolidated Financial Statements for the year ended December 31, 2013 included in the Company's Annual Report on Form 10-K.


(4)	Represents 2013 cash awards paid in February 2014 under the 2013 Bonus Plan.


(5)	Represents 2012 cash awards paid in February 2013 under the 2012 Bonus Plan.


(6)	Represents 2011 cash awards paid in February 2012 under the 2011 Bonus Plan.

(7)

With respect to Messrs. Boyd, Finnegan, Soder and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2013 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2013. With respect to Mr. Huston, the amount represents the U.S. Dollar value of (a) certain perquisites during 2013, consisting of (i) $38,500 in legal fees related to the negotiation of Mr. Huston's amended and restated employment agreement in connection with his promotion to President and Chief Executive Officer of the Company, plus $18,664 for a tax gross-up related to these fees, (ii) $15,575 in professional fees associated with tax preparation and planning for Mr. Huston, (iii) $23,851 in education expenses in connection with his assignment to the Netherlands, (iv) $30,321 in personal airfare costs in accordance with Mr. Huston's employment agreement, plus $17,354 for a tax gross-up related to these costs and (v) $3,231 in perquisites available to all Booking.com employees, and (b) $2,714 in insurance premiums paid during 2013 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston.

(8)

With respect to Messrs. Boyd, Finnegan and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2012 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2012. With respect to Mr. Huston, the amount represents the U.S. Dollar value of (a) certain perquisites during 2012 in connection with Mr. Huston's relocation to the Netherlands, consisting of (i) $34,489 for housing, (ii) $153,673 in relocation expenses, (iii) $62,378 in education expenses and (iv) $3,358 in health care insurance and immigration fees, and (b) $2,714 in insurance premiums paid during 2012 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston.

(9)

With respect to Messrs. Boyd, Finnegan and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2011 with respect to life insurance and accidental death & dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2011. With respect to Mr. Huston, the amount represents the U.S. Dollar value of (a) certain perquisites during 2011 in connection with Mr. Huston's hiring and relocation to the Netherlands, including $71,350 in legal fees associated with the negotiation of Mr. Huston's employment agreement and $10,914 in professional fees associated with tax advice and planning for Mr. Huston, and (b) insurance premiums paid during 2011 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston, and health insurance premiums paid by the Company during 2011.

Grants of Plan-Based Awards Table

The following table provides information about equity and non-equity awards granted to the named executive officers in 2013. The column "Estimated Possible Payouts under Non-Equity Incentive Plan Awards" shows the "target" cash payouts under the 2013 Bonus Plan at the time the plan was adopted; actual payouts were made in February 2014 based on the Company's attainment of certain performance thresholds and can be found in the Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation" for the 2013 fiscal year.



Grants of Plan-Based Awards
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾				Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾
Name	Grant Date	Date Grant Approved	Threshold ($)	Target ($)		Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
Jeffery H. Boyd	3/4/2013	2/26/2013	—	1,650,000		—	—	11,501	23,002	—		8,000,326
Daniel J. Finnegan	3/4/2013	2/26/2013	—	661,500		—	—	5,750	11,500	—		3,999,815
Darren Huston	3/4/2013	2/26/2013	—	956,974	⁽⁴⁾	—	—	8,625	17,250	—		5,999,723
	11/12/2013	11/5/2013								5,472	⁽⁵⁾	6,000,048
Chris Soder	3/4/2013	2/26/2013	—	598,500		—	—	5,750	11,500	—		3,999,815
Peter J. Millones	3/4/2013	2/26/2013	—	627,000		—	—	5,750	11,500	—		3,999,815

(1)

These columns show the target amount, at the time the 2013 Bonus Plan was adopted, of the payout for each named executive officer under the 2013 Bonus Plan. The actual payments for 2013 for each named executive officer are included in the column entitled "Non-equity Incentive Plan Compensation" of the Summary Compensation Table. The target payouts were performance-driven and therefore completely at risk. The business measurements and performance goals for determining the payouts are described in the Compensation Discussion and Analysis beginning on page 18.

(2)

These columns show the "Threshold," "Target" and "Maximum" number of shares of Company common stock that could be issued in connection with PSUs granted in 2013 under the Company's 1999 Omnibus Plan. The performance period commenced on January 1, 2013 and ends on December 31, 2015. The performance criteria for determining the number of shares of Company common stock to be issued, if any, in connection with the PSUs are described in the Compensation Discussion and Analysis beginning on page 18.

(3)

Represents the aggregate grant date fair value of PSUs and RSUs, as applicable, granted to the named executive officers, computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the full amount that the Company would expense in its financial statements over the award's vesting schedule. Fair value for the PSUs was calculated using the grant date per share price of $695.62, which was the closing price of the Company's common stock on March 1, 2013, the trading day prior to the March 4, 2013 grant date. The grant date fair value for the PSUs is based upon the estimated probable number of shares that will be issued at the end of the performance period. As of December 31, 2013, that number is 2 times the "target" grant amount. The actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the three-year performance period. Fair value for the RSUs granted to Mr. Huston was calculated using the grant date per share price of $1,096.50, which was the closing price of the Company's common stock on November 11, 2013, the trading day prior to the November 12, 2013 grant date. For additional information, please refer to Notes 2 and 3of the Company's Consolidated Financial Statements for the year ended December 31, 2013, included in the Company's Annual Report on Form 10-K.


(4)	The "target" cash payout to Mr. Huston was established in Euros and translated into U.S. Dollars using an average exchange rate for 2013 of 1.33 U.S. Dollars to Euros.


(5)	Represents the number of RSUs granted in 2013 to Mr. Huston under the Company's 1999 Omnibus Plan. The RSUs vest in November 2016, subject to accelerated vesting in certain circumstances, including certain terminations of employment.

Outstanding Equity Awards at 2013 Fiscal Year-End Table

The following table provides information on the holdings of stock option and stock awards by the named executive officers at fiscal year-end 2013, including any unexercised stock option awards, both vested and unvested; unvested RSUs; and/or unvested PSUs with performance and/or service conditions that have not yet been satisfied as of December 31, 2013. The market value of the stock awards is based on the closing per share market price of the Company's common stock on December 31, 2013, which was $1,162.40.



Outstanding Equity Awards at 2013 Fiscal Year-End
	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Jeffery H. Boyd	—	—			—		—	56,300	⁽²⁾	65,443,120

Daniel J. Finnegan	—	—			—		—	23,116	⁽³⁾	26,870,038

Darren Huston	—	—			11,097	⁽¹⁾	12,899,153	26,540	⁽⁴⁾	30,850,096

Chris Soder	—	—			—		—	24,818	⁽⁵⁾	28,848,443

Peter J. Millones	—	—			—		—	23,890	⁽⁶⁾	27,769,736

(1)

Represents the number of shares of Company common stock that will be issued pursuant to RSUs granted to Mr. Huston in connection with (a) his initial employment by Booking.com in 2011, consisting of 5,625 shares that are scheduled to vest in November 2014, and (b) his appointment as President and Chief Executive Officer of the Company effective on January 1, 2014, consisting of 5,472 shares that are scheduled to vest in November 2016.

(2)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 13,934 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and 23,002 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015. Includes 19,364 shares for which the performance period commenced on January 1, 2011 and ended on December 31, 2013 and which vested and were issued on March 4, 2014. With respect to the 13,934 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and the 23,002 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(3)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 5,420 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015. Includes 6,196 shares for which the performance period commenced on January 1, 2011 and ended on December 31, 2013 and which vested and were issued on March 4, 2014. With respect to the 5,420 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and the 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(4)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Consists of 9,290 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and 17,250 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015. The actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(5)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 7,122 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015. Includes 6,196 shares for which the performance period commenced on January 1, 2011 and ended on December 31, 2013 and which vested and were issued on March 4, 2014. With respect to the 7,122 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and the 11,500 shares for which the performance period period commenced on January 1, 2013 and ends on December 31, 2015, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(6)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 6,194 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015. Includes 6,196 shares for which the performance period commenced on January 1, 2011 and ended on December 31, 2013 and which vested and were issued on March 4, 2014. With respect to the 6,194 shares for which the performance period commenced on January 1, 2012 and ends on December 31, 2014 and the 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

Option Exercises and Stock Vested Table

The following table contains information about stock options exercised by the named executive officers and the vesting of stock awards held by the named executive officers in 2013.



Option Exercises and Stock Vested
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)⁽¹⁾	Value Realized on Exercise ($)⁽²⁾	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Jeffery H. Boyd	50,000	33,769,380	37,212	(3)	25,643,310
Daniel J. Finnegan	—	—	10,178	(4)	7,013,802
Darren Huston	—	—	—		—
Chris Soder	—	—	10,178	(5)	7,013,802
Peter J. Millones	—	—	10,178	(6)	7,013,802


(1)	This column represents the number of shares underlying stock options exercised.


(2)	This column reflects the difference between the per share market value of the Company's common stock at each exercise and the per share exercise price of the options exercised, multiplied, in each case, by the number of options exercised.


(3)	Mr. Boyd acquired 37,212 shares with a per share market price of $689.11 in March 2013 upon the vesting of PSUs.


(4)	Mr. Finnegan acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the vesting of PSUs.


(5)	Mr. Soder acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the vesting of PSUs.


(6)	Mr. Millones acquired 10,178 shares with a per share market price of $689.11 in March 2013 upon the vesting of PSUs.

Employment Contracts, Termination of Employment and

Change in Control Arrangements

The Company and/or its subsidiaries have employment agreements with each of the named executive officers. The agreements are of varying duration and generally provide for minimum annual base salaries. In addition, most of the agreements provide that each executive will be eligible to participate at a level commensurate with his position in the Company's annual bonus and long-term compensation plans generally made available to the Company's senior executives, and to participate in all benefit plans and arrangements and fringe benefits and perquisite programs generally provided to comparable senior executives of the Company. Provided below is a summary of each named executive officer's employment agreement followed by a summary of the material terms of any equity instruments held by such executive outstanding at December 31, 2013 that provide for accelerated vesting (or similar provisions) upon a change in control or termination.