The Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account Companyour needs and the overall composition of the Board. Although there is no specific policy on diversity, theThe Nominating and Corporate Governance Committee considersCommittee's policy is to consider diversity, which it views broadly views in terms of viewpoints, backgrounds, experience, gender, race and ethnic or national origin, as a factor in nominating persons for election or appointment to the Board. The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen. Members of the Nominating and Corporate Governance Committee discuss and evaluate possible candidates in detail, and suggest individuals to explore in more depth. Outside consultants may be employed to help in identifying candidates. The Nominating and Corporate Governance Committee also expects that other Board members and members of management may also make recommendations to the committee regarding potential Board candidates. Once a candidate is identified whom the Nominating and Corporate Governance Committee wants to seriously consider and move toward nomination, the chairperson of the Nominating and Corporate Governance Committee, or his or her designee, enters into a discussion with that nominee.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. The Company'sOur Corporate Governance Principles require that the Nominating and Corporate Governance Committee give appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the Nominating and Corporate Governance Committee. Stockholders who wish to submit potential candidates for consideration by the Nominating and Corporate Governance Committee for election at the Company's 2015our 2018 annual meeting of stockholders may do so by submitting in writing such candidates' names toaccordance with the Company's Corporate Secretary, c/o Office of the General Counsel, The Priceline Group Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854. Any such submission must set forth as to each proposed candidate who is not an incumbent director: (i) all information relating to the individual recommended that isprocedures required to be disclosedunder our By-laws and described in a proxy statement pursuant to Regulation 14Athis Proxy Statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (including such person's written consent to be named in the proxy statement as a nominee and to serving as a director if elected), (ii) the name(s) and address(es) of the stockholder(s) making the recommendation and the amount of the Company's securities which are owned beneficially and of record by such stockholder(s), (iii) appropriate biographical information (including a business address and a telephone number) and a statement as to the individual's qualifications, with a focusheading2018 Stockholder Proposals on the criteria publicly stated to be considered by the Nominating and Corporate Governance Committee in evaluating prospective Board candidates, including those specified in this proxy statement, (iv) a representation that the stockholder is a holder of record of stock of the Company entitled to vote on the date of submission of such written materials, (v) any material interest of the stockholder in the recommendation, and (vi) any additional information, documents or certifications that would be required pursuant to Article II Section 5 of the Company's By-Laws if the stockholder(s) making the recommendation was instead nominating a candidate for election to the Board.

When considering current directors for nomination for re-election to the Board, the Nominating and Corporate Governance Committee takes into account the performance of each director. The Nominating and Corporate Governance Committee also reviews the composition of the Board in light of the Company'sour current challenges and needs and those of the Board, and determines whether it may be appropriate to add or remove individuals after considering, among other things, the need for a specific expertise and issues of independence, judgment, age, skills, background, tenure and experience.

Communications with the Board of Directors.Directors. Stockholders may contact any of the Company'sour directors, a committee of the Board, non-employee or independent directors as a group, or the Board as a whole by writing to them c/o Office of the General Counsel, The Priceline Group Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854. Stockholders should indicate how many shares of Companyour common stock they own as of the date of their communication. Communications received in this manner will be handled in accordance with procedures developed and approved by the Board, including a majority of the Company's "independent"our independent directors. The procedures provide that in general, communications to the Board will be initially reviewed and logged by the Company'sour General Counsel and then periodically, and at least quarterly, forwarded to the Lead Independent Director and/or the chairperson of the Nominating and Corporate Governance Committee.

AttendanceatAnnual Meetings. The Company expectsMeetings.We expect directors to attend itsour annual meetings of stockholders. AllNine of the ten members of the Board thatwho were directors at the time other than Mr. Armstrong, attended the 2013our 2016 annual meeting of stockholders. At the time of his appointment to the Board in January 2013, Mr. Armstrong informed the Board that he had a previously scheduled conflict and would beOne director was unable to attend due to an unexpected work-related conflict that arose shortly before the 2013 annual meetingmeeting.

Compensation-relatedCorporateGovernance. See KeyGovernanceMatters on page 44 for our various compensation related corporate governance policies and practices, including, among other things, policies regarding compensation clawbacks, 10b5-1 plans and hedging and pledging of stockholders.securities.

Other key corporate governance policies and practices include:

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has a written charter, a copy of which is available on our corporate website (www.pricelinegroup.com) under the tab “For Investors.” The table below provides current membership for each Board committee.

Committee Membership and Independence

Name		Audit		Compensation		Nominating and Corporate Governance		Independent
Timothy M. Armstrong				✔				✔
Jeffery H. Boyd
Jan L. Docter		✔						✔
Jeffrey E. Epstein		✔		✔				✔
Glenn D. Fogel
James M. Guyette				✔				✔
Robert J. Mylod, Jr.
Charles H. Noski								✔
Nancy B. Peretsman						✔		✔
Thomas E. Rothman						✔		✔
Craig W. Rydin		✔						✔
Lynn M. Vojvodich						✔		✔
Number of Meetings in 2016		8		8		3
- Chair
✔ - Member

Audit Committee

The Audit Committee’s responsibilities include, among other things:

The Audit Committee is the primary committee of the Board consists of Messrs. Howard W. Barker, Jr., Jeffrey E. Epsteinoverseeing our compliance program and Craig W. Rydin. Mr. Barker is Chairman risk management efforts generally, as well as our major financial risk exposures. For additional details, see CorporateGovernanceandBoardMatters-Board'sOversightof the Audit Committee. Risk on page 26.

The Board has determined that each member of the Audit Committee is an independent director based on The NASDAQ Stock Market'sMarket’s listing rules and that each member of the Audit Committee also satisfies the additional independence requirements of the SEC for members of Audit Committees.audit committees. In addition, the Board has determined that each of Mr. BarkerEpstein and Mr. EpsteinNoski is an "audit“audit committee financial expert"expert” as defined by SEC rules. The Audit Committee's responsibilities include, among other things, (i) reviewing the Company's financial statements and accounting practices, (ii) overseeing the Company's relationship with its independent registered public accounting firm, including making all decisions relating

THE PRICELINE GROUP INC. - 2017 Proxy Statement    24

Back to appointing, compensating, evaluating and retaining the independent registered public accounting firm, (iii) overseeing the Company's internal audit function, (iv) establishing procedures for the submission, receipt and treatment of complaints or concerns regarding accounting or auditing matters, and (v) reviewing and approving all related party transactions (defined as transactions required to be disclosed by Item 404 of SEC Regulation S-K). The Audit Committee also is the primary committee of the Board overseeing the Company's risk management efforts generally as well as the Company's major financial risk exposures. See Corporate Governance and Board Matters - Board's Oversight of Risk on page 14 for additional details. A copy of the Audit Committee's Charter is available on the Company's corporate website (www.pricelinegroup.com) under the tab "For Investors." The Audit Committee met eight times in 2013.

Compensation Committee.

The Compensation Committee of the Board consists of Messrs. Craig W. Rydin, Tim Armstrong, Jeffrey E. Epstein and James M. Guyette. Mr. Rydin is Chairman of the Compensation Committee. The Board has determined that each member of the Compensation Committee is an independent director based on The NASDAQ Stock Market's listing rules and also meets The NASDAQ Stock Market's additional requirements for membership on the Compensation Committee. The Compensation Committee'sCommittee’s responsibilities include, among other things, setting, or recommending to the Board for determination, the compensation of the Company's Chief Executive Officer,our chief executive officer, reviewing and approving the compensation of the Company'sour other executive officers, administering employee benefit plans including incentive compensation plans and equity-based plans, and making recommendations to the Board with respect to the adoption of incentive compensation plans and equity-based plans. The Compensation Committee also oversees risks related to compensation programs. See CorporateGovernanceandBoardMatters- Board's Board’sOversightofRisk on page 1426 for additional details.

The Board has determined that each member of the Compensation Committee is an independent director based on The NASDAQ Stock Market’s listing rules and also meets The NASDAQ Stock Market’s additional requirements for membership on the Compensation Committee. The Compensation Committee has the authority to appoint and dismiss its advisors and compensation consultants and approve their compensation. These advisors report directly to the Compensation Committee. The Compensation Committee has retained Mercer Inc. (“Mercer”) as its outside compensation consultant. While Mercer reports to the Compensation Committee, the Compensation Committee authorized Mercer to communicate and work with management with respect to the compensation planning process.

The Compensation Committee has delegated limited authority to the Chief Executive Officer, the Chief Financial Officer and the Executive Vice President and General Counsel to determine whether and to what extent certain restricted stock, restricted stock units and performance share units held by non-executive officers may be settled, vested, canceled, forfeited, or surrendered pursuant to their terms (for instance, the Chief Executive Officer has the authority to determine

Management plays a significant role in the compensation planning process. See CompensationDiscussionandAnalysis-The most significant aspects Roleof management's role are (see Compensation Discussion and Analysis - The Role of Management on page 19 for additional details):

With respect to the specific 20132016 compensation initiatives detailed in the CompensationDiscussionandAnalysis section of this proxy statement (i.e., 20132016 base salaries, bonus targets (and subsequent payouts) and equity grants), the bulk of the work related to the 20132016 compensation process occurred between October 20122015 and late February 2013.April 2016. During that time, the Compensation Committee met formally on sixseven occasions to review and discuss executive compensation matters.

Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consistsis instrumental in our efforts to ensure that the Board is comprised of Messrs. James M. Guyette, Howard W. Barker, Jr.directors with the necessary skills and Thomas E. Rothman. Mr. Guyette is Chairmanexperience to effectively oversee our business. The Nominating and Corporate Governance Committee actively and regularly evaluates the composition of the Board, including the skills and experience of directors, in light of our changing business needs and challenges and takes the lead in identifying needed changes, whether with respect to adding directors with certain skills, experience or other desirable traits, planning for director retirements, ensuring an appropriate mix of short-, medium- and long-tenured directors or for any other reason. When the need for a new director arises, the Nominating and Corporate Governance Committee. Committee has the primary responsibility of seeking, identifying and qualifying director candidates. See CorporateGovernance-CorporateGovernancePrinciples-DirectorNominees for more information about the Nominating and Corporate Governance Committee’s responsibilities with respect to director nominees.

The Board has determined that each memberNominating and Corporate Governance Committee also oversees the establishment and implementation of our corporate governance standards, practices and policies. The written charter of the Nominating and Corporate Governance Committee is an independent director based on The NASDAQ Stock Market's listing rules. The Nominating and Corporate Governance Committee's primary purposes are to: (a) provides that it shall:

THE PRICELINE GROUP INC. - 2017 Proxy Statement    25

Back to Contents

LeadershipStructure

Mr. Boyd, who served as the Company'sour President and Chief Executive Officer from 2002 until 2013, and as our Interim Chief Executive Officer and President from April 2016 to December 2016, currently serves as Executive Chairman of the Board.our Board, a position we view as that of an executive officer. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes that it is in the Company'sour best interests and those of the Company'sour stockholders to make that determination from time to time based on theour needs and those of the Company and the Board. The Board has determined that separatingseparation of the roles of Chief Executive Officer and Chairman is currently in the Company'sour best interests and those of the Company'sour stockholders. Mr. Boyd'sBoyd’s continued leadership as the Executive Chairman of theour Board provides an important connection between the non-employee directors on the Board and Mr. Huston, the Company'sFogel, our President and Chief Executive Officer, due to Mr. Boyd's recent and continuing service as Chief Executive Officeran executive officer, and his resulting familiarity with the Company'sour operations. In light of Mr. Boyd'sBoyd’s recent service as an executive officer of the Company,and current service as our Executive Chairman, the Board maintains the position of Lead Independent Director. Mr. Guyette, the Chairman of the Nominating and Corporate Governance Committee, serves as the Lead Independent Director. The responsibilities of the Lead Independent Director can be found on the Company'sour corporate website (www.pricelinegroup.com)(www.pricelinegroup.com) under the tab "For Investors."“For Investors” and include, among other things, the following:

•

to call, set the agenda for and lead meetings and executive sessions of the independent directors;

•

consult with the Board Chairperson and, if different, the Chief Executive Officer regarding Board meeting agendas;

•

from time to time as the Lead Independent Director deems necessary or appropriate, consult with the Board Chairperson and the Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively;

•

on a case-by-case basis and where appropriate, if requested by major stockholders, ensure availability for consultation and direct communication with such stockholders; and

•

authorize the retention of outside advisors and consultants who report directly to the Board.

Board'sBoard’s Oversight of Risk

The Company's

Our risk management activities include the identification and assessment of the key risks facing the Companyus among the universe of business risks (e.g., strategic, operational, financial, privacy and regulatory/data protection, security and technology, and legal, regulatory and compliance risks). These key risks are identified across the organization from multiple regions and functions, in a process overseenundertaken generally by the Company'sour internal audit function which reports to theand overseen primarily by our Audit Committee. The Board and Audit Committee review these risks at least on an annual basis after they have been identified and assessed by management. The Board, or a committee of the Board, regularly reviews the initiatives put in place to mitigate the effects of these risks. These reviews include updates throughout the year from the businesses, regions and functions from which the key risks arise. Depending on the risk, the update may be presented to the full Board or, if appropriate, to a committee of the Board.Board, which will report to the full Board as appropriate. The Board'sBoard’s and each committee'scommittee’s role is one of oversight, recognizing that management is responsible for executing the Company'sour risk management policies. The oversight of risk within the organization is an evolving process

14

---

requiring the Companyus to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes across the organization. The Board actively encourages management to continue to develop this process.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    26

---

Back to Contents

In addition to the Board'sBoard’s role in enterprise risk management, various committees of the Board are also responsible for the oversight of certain risks.

The Audit Committee oversees:

•

our risk assessment and processes generally;

•

our internal control over financial reporting;

•

our risk management related to hedging activities, investments and use of derivative instruments;

•

our risk assessment and processes related to privacy, data protection, security and technology; and

•

our general operational, business continuity, legal, regulatory and compliance risks.

The Audit Committee is charged withcommitted to effective, involved oversight of management'smanagement’s risk assessment and management processes generallyefforts. The Audit Committee has established a regular practice of meeting with those members of management with responsibility for privacy, data protection, security and technology risks to discuss these risks, risk management activities and efforts, best practices, lessons learned from incidents at other companies as well as at our company, the Company's major financial risk exposureseffectiveness of our security measures and the steps taken to monitorother related matters, as well as periodically meeting with outside experts in these areas. Members of management responsible for our internal audit and control these exposures. Thecompliance functions also meet with the Audit Committee also oversees the Company's internal control over financial reporting and riskregularly, including in executive sessions without other members of management relatingpresent, to the Company's hedging activities and usereport on their areas of derivative instruments. responsibility.

The Compensation Committee oversees risks related to compensation programs and regularly reviews and assesses the Company'sour compensation policies and practices, including those applicable to the Company'sour named executive officers, to determine whether they incentivize undesired risk-taking. For further discussion, see CompensationDiscussionandAnalysis–ExecutiveCompensationProgramPhilosophyandObjectives on page 34. The Compensation Committee believes that the Company'sour compensation programs do not create or encourage excessive or inappropriate risk-taking that is reasonably likely to have a material adverse effect on us or our business.

As discussed above under NominatingandCorporateGovernanceCommittee on page 25, the Company or its business.

Nominating and Corporate Governance Committee oversees risks related to the composition of our Board, including ensuring that we have Board members with the appropriate experience, judgment, availability, skills, tenure and ability to effectively oversee our business and fulfill the duties of the Board and each Board committee. In addition, the Nominating and Corporate Governance Committee oversees our corporate governance practices and is involved in the development, improvement and review of our global compliance program, including our Code of Conduct.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    27

---

Back to Contents

15■

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

---

Security Ownership of

Certain Beneficial Owners and Management

The following table sets forth certain information known to the Companyus with respect to beneficial ownership of the Company'sour common stock as of March 31, 20142017 by (1) each person known by the Companyus to be the beneficial owner of more than 5% of the Company'sour common stock; (2) each member of the Board; (3) the Company'sour Chief Executive Officer, our Chief Financial Officer and each of itsour other named executive officers in the SummaryCompensationTable in this proxy statement;statement, except for Mr. Huston, who ceased to be our director, officer or employee as of April 27, 2016; and (4) all directors and executive officers as a group. The percentage of shares owned is based on 52,285,06549,180,147 shares outstanding as of March 31, 2014.2017.

	Shares beneficially owned(a)
Name of beneficial owner	Number		Percent
Jeffery H. Boyd(b)	62,266		*
Tim Armstrong(c)	50		*
Jan L. Docter(d)	6,000		*
Jeffrey E. Epstein(e)	5,248		*
Glenn D. Fogel	19,866		*
James M. Guyette	2,237		*
Charles H. Noski(f)	50		*
Nancy B. Peretsman(g)	3,350		*
Thomas E. Rothman(h)	50		*
Craig W. Rydin(i)	446		*
Lynn M. Vojvodich	50		*
Daniel J. Finnegan	14,801		*
Gillian Tans	2,352		*
Peter J. Millones	3,603		*
T. Rowe Price Associates, Inc.(j)	5,843,017		11.9%
The Vanguard Group(k)	3,110,688		6.3%
BlackRock, Inc.(l)	2,942,623		6.0%
All directors and executive officers as a group (14 persons)(m)	120,369		*
* Represents beneficial ownership of less than one percent. (a) Beneficial ownership is determined in accordance with the rules of the SEC and includes sole or shared voting and investment power with respect to securities, except as discussed in the footnotes below. Shares of common stock issuable (i) upon the exercise of stock options that are currently exercisable or exercisable within 60 days after March 31, 2017 and (ii) upon vesting of restricted stock units or performance share units that vest by their terms within 60 days after March 31, 2017, are deemed to be outstanding and to be beneficially owned by the person holding such stock options, restricted stock units and/or performance share units for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Certain directors have elected to defer receipt of shares of common stock pursuant to vested restricted stock unit awards for tax planning purposes. However, depending on the terms of the deferral program in place at the time of the deferral, if the director does not have the right to receive the shares until more than 60 days after termination of board service, those shares are not included in the above table even though the director has vested in the shares and bears the economic risk of ownership. (b) Does not include 567 vested shares the receipt of which has been deferred by Mr. Boyd for tax planning purposes (such shares will be issued to Mr. Boyd 90 days after termination of his Board service). (c) Does not include 755 vested shares the receipt of which has been deferred by Mr. Armstrong for tax planning purposes (such shares will be issued to Mr. Armstrong 90 days after termination of his Board service). (d) Includes 6,000 shares held by a family trust of which Mr. Docter is a beneficiary.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    28

---

Back to Contents

	SHARES BENEFICIALLY OWNED(a)
NAME OF BENEFICIAL OWNER	NUMBER			PERCENT
Jeffery H. Boyd(b)	184,388			*
Darren Huston	—			*
Tim Armstrong	359			*
Howard W. Barker, Jr.	3,647			*
Jan L. Docter(c)	5,920			*
Jeffrey E. Epstein(d)	13,151			*
James M. Guyette	3,791			*
Nancy B. Peretsman(e)	3,976			*
Thomas E. Rothman	359			*
Craig W. Rydin	2,382			*
Daniel J. Finnegan	15,251			*
Chris Soder	2,971			*
Peter J. Millones	3,903			*
T. Rowe Price Associates, Inc.(f)	4,250,380			8.1%
BlackRock Inc.(g)	2,936,740			5.6%
All directors and executive officers as a group (14 persons)(h)	254,722			*

* Represents beneficial ownership of less than one percent.

(a)

Beneficial ownership is determined in accordance with the rules of the SEC and includes sole voting and investment power with respect to securities, except as discussed in the footnotes below. Shares of common stock issuable (i) upon the exercise of stock options that are currently exercisable or exercisable within 60 days after March 31, 2014 and (ii) upon vesting of restricted stock units that vest by their terms within 60 days after March 31, 2014, are deemed to be outstanding and to be beneficially owned by the person holding such stock options and/or restricted stock units for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Certain directors have elected to defer receipt of shares of common stock pursuant to restricted stock unit awards for tax purposes, and, to the extent those restricted stock units are vested or vest within 60 days after March 31, 2014, they are treated as beneficially owned for purposes of this table. Shares of common stock issuable pursuant to performance share unit awards are not considered issued or outstanding, unless distributable within 60 days after March 31, 2014, in which case they are deemed to be outstanding and to be beneficially owned by the person holding such performance share units for the purpose of calculating the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

16

---

(e)

(b)

Does not include 1664,043 vested shares held by an immediate family member of Mr. Boyd,the receipt of which has been deferred by Mr. Boyd disclaims beneficial ownership; and does not include 15,000Epstein for tax planning purposes (such shares owned by a charitable foundation for whichwill be issued to Mr. Boyd serves as trustee,Epstein 90 days after termination of which Mr. Boyd disclaims beneficial ownership.

his Board service).

(c)	(f) Does not include 3,000209 vested shares held by immediate family members of Mr. Docter not sharing the same household,receipt of which has been deferred by Mr. Docter disclaims beneficial ownership.

(d)	Includes 4,000Noski for tax planning purposes (such shares thatwill be issued to Mr. Epstein has the right to acquire under stock options currently exercisable or exercisable within 60Noski 90 days after March 31, 2014.

termination of his Board service).

(e)

(g) Includes 521 shares held by a limited liability company of which Ms. Peretsman is a Manager. Does not include 22,1301,072 vested shares the receipt of which has been deferred by Ms. Peretsman for tax planning purposes (such shares will be issued to Ms. Peretsman 90 days after termination of her Board service); and does not include 21,430 shares held by a foundation for which Ms. Peretsman serves as a trustee, of which Ms. Peretsman disclaims beneficial ownership. Allen & Company LLC disclaims beneficial ownership of the shares described in this note (e)(g).

(f)

(h) Does not include 755 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes (such shares will be issued to Mr. Rothman 90 days after termination of his Board service). (i) Does not include 863 vested shares the receipt of which has been deferred by Mr. Rydin for tax planning purposes (such shares will be issued to Mr. Rydin 90 days after termination of his Board service). (j) Based solely on information provided in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. ("(“Price Associates"Associates”) with the SEC on February 13, 2014.7, 2017. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims beneficial ownership of such securities. Price Associates lists its address as 100 E. Pratt Street, Baltimore, Maryland 21202.

(g)

(k) Based solely on information provided in a Schedule 13G13G/A filed by BlackRock Inc. ("BlackRock"The Vanguard Group (“Vanguard”) with the SEC on February 4, 2014.13, 2017. These securities are owned by Vanguard directly or through wholly-owned subsidiaries of Vanguard. Vanguard lists its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. (l) Based solely on information provided in a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 25, 2017. These securities are owned by various institutional investors affiliated with BlackRock. BlackRock lists its address as 4055 East 52nd Street, New York, New York 10022.

10055.

(h)

(m) Consists of shares beneficially owned by all of our directors and executive officers, of the Company, including the named executive officers (except for Mr. Huston, who ceased to be our director, officer or employee as of April 27, 2016), as a group. Does not include 7,697 vested shares of non-employee directors, and 567 vested shares of Mr. Boyd, the receipt of which has been deferred for tax planning purposes (because such shares will be issued 90 days after termination of such director’s Board service).

THE PRICELINE GROUP INC. - 2017 Proxy Statement    29

---

Back to Contents

■

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company'sour directors, and executive officers and persons who own more than ten percent of a registered class of the Company'sour equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Companyour common stock andor any other equity securities of the Company.ours. Executive officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Companyus with copies of all Section 16(a) forms they file.

To the Company'sour knowledge, based solely on a review of the copies of such reports furnished to the Companyus and written representations that no other reports were required, during the fiscal year ended December 31, 2013,2016, each of the Company'sour executive officers, directors and greater than ten percent beneficial owners complied with the Section 16(a) filing requirements.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    30

---

Back to Contents

17■

COMPENSATION DISCUSSION AND ANALYSIS

---

This Compensation Discussion and Analysis (“CD&A”) describes our executive officer compensation program, provides information about the goals and the key elements of the program and explains the reasons behind the Compensation Committee’s executive officer compensation decisions. The CD&A focuses on the 2016 compensation program applicable to the following “named executive officers” (titles are as of December 31, 2016).

Name	Title
Jeffery H. Boyd(1)	Interim Chief Executive Officer and President
Darren R. Huston(2)	Former President and Chief Executive Officer; Former Chief Executive Officer, Booking.com
Daniel J. Finnegan	Chief Financial Officer and Chief Accounting Officer
Gillian Tans	President and Chief Executive Officer, Booking.com
Glenn D. Fogel(3)	Executive Vice President, Corporate Development, and Head of Worldwide Strategy and Planning
Peter J. Millones	Executive Vice President, General Counsel and Corporate Secretary
(1) Mr. Boyd ceased to be our Interim Chief Executive Officer and President as of December 31, 2016. (2) Mr. Huston ceased to be our President and Chief Executive Officer and the Chief Executive Officer of Booking.com on April 27, 2016. (3) Mr. Fogel became our President and Chief Executive Officer on January 1, 2017.

Summary Information

Over

From an operating and financial perspective, 2016 was an outstanding year for The Priceline Group. We continue to operate the three-year period from 2011largest, most profitable global online travel business in the world, with a market capitalization of approximately $87.6 billion (as of March 31, 2017) and a 2016 operating margin of 28% as a percentage of gross profit (inclusive of a non-cash charge to 2013,goodwill associated with the Company earned $6.17 billionacquisition of OpenTable). During 2016, Booking.com, our largest business, added over 260,000 accommodations to its reservation services, including over 175,000 vacation rental properties, and, as of March 31, 2017, had approximately 1,191,000 directly bookable hotels and other places to stay available through its websites and mobile offerings representing more than 25.2 million rooms. Based on room nights booked, which grew 28.7% in 2016 to more than 556 million, we continue to be the largest online accommodation reservation service in the world.

We are particularly proud of our ability to achieve both strong growth and industry-leading profitability over many years. Due to the highly international nature of our business, our financial performance as reported in U.S. Dollars, including our adjusted EBITDA, (a metric described in more detail below) and generated $3.9 billion of cash from operating activities, in both cases an increase of approximately 238% overwas negatively impacted by the prior three-year period.  A reconciliation of adjusted EBITDAstrong U.S. Dollar when compared to many other currencies during 2016. Although our 2016 U.S. GAAP net income is included in Appendix A. The Company haddecreased by approximately 16% due primarily to a non-cash charge to goodwill associated with the acquisition of OpenTable, we still achieved year-over-year gross travel bookings (a common operating and statistical metric used in the travel industry representing the total U.S. Dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers through our online travel reservation businesses, net of cancellations) growth of 22.6%, gross profit growth of 20.1% and adjusted EBITDA growth of 19.1%. Constant currency (i.e., using 2015 exchange rates) gross bookings growth of 25% and gross profit growth of 23% in 2016 are even more impressive, and demonstrate our fundamental operating strength.

From a multi-year perspective, we have achieved significant growth, with a 95% increase in gross bookings, a 106% increase in gross profit, a 63% increase in net income, and an 85% increase in adjusted EBITDA over the Company's offerings)2014-2016 three-year period as compared to the 2011-2013 three-year period. Over the three-year period from 2014 to 2016, we earned $7.1 billion of $89.3net income and $10.9 billion of adjusted EBITDA, and generated $9.9 billion of cash from operating activities (see Appendix A to this proxy statement for a reconciliation of adjusted EBITDA to U.S. GAAP net income). We had gross travel bookings of $173.9 billion over the same three-year period, representing approximately 194% growth over the prior three-year period. Measured in terms of stockholder return, our stock price increased from $1,162.40 on December 31, 2013 to $1,466.06 on December 30, 2016, representing a 26.1% increase over that three-year period. Through the Company was onerepurchase of shares of our common stock, we returned approximately $1.0 billion to stockholders in 2016 and approximately $4.9 billion over the 2014-2016 three-year period, representing 49% of the top twenty best performing stocks on the S&P 500cash generated by operating activities during thethat three-year period ending December 31, 2013.

The Company believes that 2013 was a very good year.  The Company grew its gross travel bookings by 37.7% year-over-year and increased its adjusted EBITDA by 35.9% year-over-year, growing its earnings faster than other leading global online travel companies. The Company also maintained its position as the largest online accommodation reservation company in the world based on room night reservations booked. The Company's performance was reflected in a stock price increase during 2013 of approximately 87%. See Company Highlights andperiod.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    Summary at the front of this proxy statement for more details regarding the Company's performance.

31

---

Back to Contents

This industry-leadingoutstanding performance is a result of many factors, most importantly actions taken by our corporate leadership team and the Company's leadership including Jeffery H.teams at our primary brands: Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable. During 2016, we continued our geographic expansion and increased the number and types of accommodations offered through our services, invested in and grew KAYAK’s meta-search business, executed on various growth initiatives, revamped OpenTable’s international expansion strategy, grew our rental car reservation business and benefited from collaboration among our different brands, all while maintaining our industry-leading profitability.

Although 2016 was a successful year for The Priceline Group, it was not without its challenges. In particular, in April 2016 we experienced an unexpected change in our Chief Executive Officer when Mr. Huston’s employment with us terminated, creating an immediate need for a new Chief Executive Officer at The Priceline Group and Booking.com. Fortunately, the active succession planning done by our Board and Compensation Committee allowed us to respond quickly to these circumstances. Mr. Boyd, the Company's Chairman and, until December 31, 2013,our former President and Chief Executive Officer who was then serving as the Chairman of our Board of Directors, was appointed as our Interim Chief Executive Officer and Darren Huston,President, and Ms. Tans, who became the Company'swas then serving as President and Chief Operating Officer of Booking.com, was appointed President and Chief Executive Officer on January 1, 2014of Booking.com. Their strong and who served asactive leadership and the Chief Executive Officerconfidence that provided to our employees, business partners and stockholders, together with the leadership of Booking.comour other executive officers, were instrumental to our strong 2016 operational and financial results.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    32

---

Back to Contents

Mr. Boyd’s 2016 compensation, including his performance-based bonus, reflects his highly effective management during 2013,this transition, as well as the leadership teams at the Company's primary brands: Booking.com, priceline.com, agoda.com, KAYAK and rentalcars.com. During 2013, the Company continued its geographic expansion and increased access to accommodation room reservations around the world, entered the meta-search business through its acquisition of KAYAK, grew its rental car reservation business and increasingly benefited from collaboration among the Company's different brands, all while maintaining the Company's industry-leading growth and operating margin.

In light of thisour performance and the over-achievement by the Company of the 2013 adjusted EBITDA targets set forth in the Company's 2013 bonus plan, Mr. Boyd received a bonus of $6.5 million for 2013.  In addition, in March 2013, Mr. Boyd received a grant of performance share units having a grant date fair value of approximately $8.0 million.other factors discussed below. The performance share units vest over a three-year period (subject to Mr. Boyd's continued service to the Company, including as a non-employee member of the Board), are forfeitable if the Company does not meet a cumulative three-year performance target requiring growth in adjusted EBITDA and, if there is outstanding performance by the Company over the three-year period, could result in the issuance of up to two times the number of shares underlying the initial grant.  Total 20132016 compensation for the Company'sour other named executive officers also reflected the Company'sreflects our strong 2016 performance, as well as their individual accomplishments and contributions as discussed further below (see below.

Name and Principal Position	2016 Salary		2016 Stock Awards		2016 Incentive Payment		All Other 2016 Compensation		Total 2016 Compensation
Jeffery H. Boyd Interim Chief Executive Officer and President		$373,013		$8,092,792		$8,000,000		$33,291		$16,499,096
Darren R. Huston Former President and Chief Executive Officer; Former Chief Executive Officer, Booking.com		$288,573		$0		$0		$58,544		$347,117
Daniel J. Finnegan Chief Financial Officer		$315,000		$4,499,397		$1,200,000		$8,291		$6,022,688
Gillian Tans President and Chief Operating Officer, Booking.com		$498,356		$12,198,482		$4,405,440		$1,001		$17,103,279
Glenn D. Fogel Executive Vice President, Corporate Development and Head of Worldwide Strategy and Planning		$315,000		$4,499,397		$1,500,000		$8,416		$6,322,813
Peter J. Millones Executive Vice President, General Counsel and Corporate Secretary		$330,000		$4,499,397		$1,700,000		$8,291		$6,537,688

Key Compensation Policies

The Compensation Committee continually reviews our executive officer compensation program and seeks the advice of Named Executive OfficersMercer, its independent compensation consultant, to ensure that it maintains compensation practices that are in the best interests of our stockholders.

We do:		We do not:
✔ Tie pay to performance.		✘ Provide change in control severance tax gross-ups and do have a policy against future such arrangements.
✔ Use “double triggers” in our severance agreements and equity awards.		✘ Permit stock option repricing without stockholder approval.
✔ Have significant stock ownership guidelines.		✘ Provide significant executive-only perquisites.
✔ Have a clawback policy.		✘ Grant stock options.
✔ Conduct an annual risk assessment of our executive officer compensation program.		✘ Permit hedging or pledging of our stock by our directors and executive officers.
✔ Cap the bonus pool from which senior executives’ individual cash bonuses are paid.

THE PRICELINE GROUP INC. - Summary Compensation Table on page 31 for more details).

2017 Proxy Statement    33

---

Back to Contents

Executive Compensation Program Philosophy and Objectives

The Company aimsbasic philosophy of our executive compensation program is to be the world leader in online travel services. To achieve this goal, itreward earnings growth because we believe that earnings growth is critical that the Company attract, motivate and retain highly talented individuals at all levels of the global organization. The Company's global compensation and benefits programs described below are designedlikely to accomplish these objectives and, in turn, enhancecreate long-term stockholder value. We implement this philosophy by designing a senior executive compensation program based on the following principles:

•

Senior executives should be compensated primarily on performance, which we measure by earnings growth;

•

Senior executives should be measured and incentivized by metrics that are likely to increase long-term stockholder value;

•

The Company believes that itsprogram should align the interests of senior executives with those of stockholders;

•

The attraction and retention of talented senior executives is key to our success;

•

The program should be consistent over time to enable senior executives to implement a long-term strategy and reward them if they achieve long-term results;

•

Senior executives should be compensated for their management of the business and not for external factors; and

•

The program should not incentivize excessive or inappropriate risk taking.

We have had substantially the same compensation programs haveprogram for many years, which we believe has been highly effectivesuccessful in delivering outstanding results for our stockholders. As can be seen in the graph below, over time our stock price has increased consistently with our adjusted EBITDA and instrumentalat a similar rate. We believe this supports our view that earnings growth has resulted in its recent and long-term success by providing its executives with significant performance-based compensation opportunities tied to the Company's financial performance and the creation of significant stockholder value.value and is therefore the appropriate performance measure for our senior executive compensation program.

In addition, our stockholders have consistently expressed their approval of our senior executive compensation through our annual stockholder say-on-pay votes. See 2016Say-on-PayAdvisoryVoteonExecutiveCompensationResultsandConsideration on page 43 for more information. Notwithstanding the foregoing, each year our Compensation Committee evaluates whether changes to our senior executive compensation program are appropriate or necessary to achieve desired financial and operational results and to align management interests with those of our stockholders.

The Company'sCompensation Committee believes that the compensation program should provide an appropriate balance between short-term and long-term performance, with an emphasis on long-term performance. As a result, our senior executive compensation program is substantiallydesigned to be weighted such that most of an executive’s potential compensation is delivered through our long-term equity incentive awards, which are in the form of performance basedshare units (PSUs). In general, we pay below “market” (as defined below) salaries and is intendedprovide above “market” target bonus opportunities to focusour senior executives to achieve “market” direct cash compensation for target performance. We also grant PSUs to provide our executives with a meaningful opportunity to receive significant compensation for superior long-term performance. The Compensation Committee believes that this approach focuses executives on bothlong-term performance while encouraging responsible short-term and long-termdecision making to achieve sustainable earnings growth and individual performance. As a general rule, this means that if the Company achieves superior earnings growth compared to expected growth rates for its significant direct competition, total compensation for senior executives will fall at the higher end of competitive benchmarks. On the other hand, if the Company's earnings growth is inferior to that expected of the Company's significant direct competition, total compensation for senior executives is likely to be significantly below competitive benchmarks. Further, executive officers' annual bonuses are funded from earnings growth and, therefore, as a general matter, it is unlikely there would be significant bonus funding for executive officers unless the Company meets its budgeted earnings targets.

18

---

over time. Different elements of the Company'sour compensation program are designed to serve different objectives and drive different behaviors:behaviors, and thereby work together to achieve the objectives described above, as follows:

•

Base salary and benefits are designed to provide a level of economic security and stability so that executives can focus on meeting the Company'sour objectives.

•

Award opportunities under the Company's

Our annual performance basedperformance-based cash bonus plan areis designed to provide a meaningful bonus opportunity for executives tied to the Company'sour annual earnings growth and individual objectives in connection with each executive'sexecutive’s annual individual performance goals.

•

Long-term

Our long-term equity incentives - performance share units ("PSUs") and restricted stock units ("RSUs") - under the Company's stockholder-approved 1999 Omnibus Plan, are generally designed to attract, retain and incentivize executives by providingprovide a significant compensation opportunity tied to long-term earnings growth in the Company's earnings and increases to itsin our stock price over a period of several years (typically three years). In addition, the Compensation Committee feels that the combination of annual incentives based on annual adjusted EBITDA under the cash bonus plan

THE PRICELINE GROUP INC. - 2017 Proxy Statement    34

---

Back to Contents

•

Severance arrangements and three-year incentives based on cumulative adjusted EBITDA over the three-year performance period applicable to PSUs properly incentivizes executives to consider and balance both shorter term and longer term Company performance in managing the business, and therefore incentivizes management to manage the business in a manner that favors fundamentally strong and consistent growth without excessive risk taking and thereby maximize long-term stockholder value.

Severance agreements and change in controlchange-in-control provisions in the Company'sour equity instrumentsawards are designed to facilitate the Company's ability to attract, retain and incentivize(a) encourage executives as the Company competes for talented employees in the very competitive marketplace for experienced Internet executives, where these protections are often offered. The severance benefits described below are designed to ease the consequences of an unexpected employment termination by the Company due to on-going changes in the Company's employment needs. The change in control benefits described below encourage employees to remain focused on the Company'sour business in the event of rumored or actual fundamental corporate change or changes in the organization or its employment needs and, if required, to provide assistance during any transition. In addition,transition, and (b) manage compensation-related risks and align the Company believes the change in control benefits provided to itsinterests of executives are a key element in managing compensation related risksand stockholders by incentivizing executives to manage the business and evaluate potential change in control transactions from the perspective of a stockholder, thereby aligning interestsstockholder.

Our compensation program is substantially performance based, and our incentive compensation programs provide the significant majority of executivesthe compensation opportunity for our executives. As shown in the chart below, in 2016, consistent with those of stockholders.

2013 Say-on-Pay Advisory Vote on Executive Compensation Resultsprior years and Consideration

The Company provides its stockholders with the opportunity to cast an annual advisory vote onour executive compensation (a "say-on-pay" proposal). At the Company's annual meeting of stockholders held in June 2013, over 97% of votes cast on the say-on-pay proposal were voted in favor of approving theprogram, compensation for our non-CEO named executive compensation described in the Company's 2013 proxy statement. The Compensation Committee regards the results of the stockholder vote as an indication that the Company's executive compensation practices effectively align executive compensation with stockholder interests and did not implement changes asofficers was primarily performance based.

As a direct result of the vote. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes when structuringMr. Huston’s departure in April 2016, Mr. Boyd, our former President and implementing compensation programs for executive officers.

The Role of Management

The Chief Executive Officer who was then serving as the Chief Financial Officer and the Executive Vice President and General Counsel provide significant input to the Compensation Committee when developing the structureChairman of and setting performance metrics for the Company's annual performance based bonus plan and annual equity grants. Theour Board of Directors, was appointed as our Interim Chief Executive Officer provides detailed recommendationsand President. Mr. Boyd’s primary tasks were to ensure a smooth transition without disruption to our business performance, address the need for leadership at Booking.com resulting from Mr. Huston’s departure, and perform the normal duties of Chief Executive Officer pending the Board’s search for and appointment of a permanent Chief Executive Officer. While Mr. Boyd’s base salary and annual performance-based cash bonus would be determined on the same basis as our prior chief executive officers and our current non-executive officers, due to the Compensation Committeetemporary nature of base salary, annual performance based bonus plan opportunities and awards and long-term equity incentive award values for the executive officers other than himself. For the named executive officers other than theMr. Boyd’s service as Interim Chief Executive Officer, the Compensation Committee receivesdetermined that it would be more appropriate for Mr. Boyd to receive a performance assessment and compensation recommendation from the Chief Executive Officer in executive session without the presence of other executive officers. The Committee gives significant weightrestricted stock unit (RSU) award rather than a three-year PSU award.

Given that Mr. Boyd’s assignment was likely to the Chief Executive Officer's judgment when assessing each of the other executive officers' performance and determining appropriate compensation levels and incentive awards because he is particularly able to assess the other executive officers' performance and contributions to the Company. See Corporate Governance and Board Matters - Committees of the Board of Directors on page 12 for more details on the 2013 compensation planning process.

19

---

The Board meets annually at the beginning of thelast less than a year, with the Chief Executive Officer to agree upon his performance objectives (which generally are stated in terms of Company objectives) for the year. Generally and as deemed necessary or appropriate, the Chief Executive Officer reviews the Company's annual objectives with the Board and discusses the Company's year-to-date performance against those objectives from time to time during the year. At the beginning of the following year, the Chief Executive Officer presents to the Compensation Committee designed a summarycompensation package focused on an RSU award that was tied to the accomplishment of short term milestones that the Board and Compensation Committee believed would be a more effective incentive than a long-term equity grant. The Board and the Compensation Committee did, however, want to ensure that Mr. Boyd’s compensation was aligned with the interests of our stockholders. As a result, Mr. Boyd was eligible for a cash bonus under the 2016 Bonus Plan (as defined below), which was based on our achievement of earnings growth targets, and received an RSU award to ensure that a significant portion of his andcompensation was tied to our stock price performance. In addition, the Company's performance over the past year. The Compensation Committee then meetsvesting provisions of Mr. Boyd’s RSU award (discussed in executive session without the presence of managementmore detail below) were designed (a) to review the performance of, and develop compensation recommendationssecure Mr. Boyd’s services for the Chief Executive Officer. The Compensation Committee chairperson then discusses withsufficient time to allow the Board of Directors in executive session (without the presence of the Chief Executive Officer) the Chief Executive Officer's performanceto conduct a thorough and the Committee's compensation recommendations. The Board of Directors then deliberates, discusses the review to be given to thesuccessful search for a permanent Chief Executive Officer and determinesfor a transition period following the actual payout amountappointment of the Chief Executive Officer's bonus for the prior fiscal year and establishes target total compensation for thea permanent Chief Executive Officer, forand (b) to ensure that Mr. Boyd was appropriately compensated should the current year.

The Rolesearch take longer than originally anticipated.

Mr. Fogel was appointed our permanent President and Chief Executive Officer as of January 1, 2017. Mr. Fogel’s target 2017 compensation reflects the Compensation Consultant

The Compensation Committee engaged Mercer Inc., an outside global human resources consulting firm, to advise and counsel the Committee on the Company's compensation program for the namedapplication of our general executive officers. Mercer has been working with the Compensation Committee for approximately twelve years in connection with the Committee's review of senior executive compensation. Mercer provides no services to the Company other than those related to the Company's compensation program, and in 2013, advice to KAYAK with respect to its employee insurance plans (including health, dental, vision, life and other similar plans) and compensation benchmarking for agoda.com; an affiliate of Mercer provides insurance brokerage services to the Company. The aggregate fees paid by the Company in 2013 to Mercer for advice on the amount or form of executive compensation were approximately $272,000. Mercer did not receive any payments from the Company or its subsidiaries in connection with the advice provided to KAYAK, however Mercer did receive approximately $105,000 in commissions from insurance companies resulting from KAYAK's subsequent purchase of insurance. Agoda.com paid Mercer approximately $6,500 in 2013 for compensation benchmarking services. The aggregate fees paid to Mercer's affiliate by the Company for insurance brokerage services in 2013 were approximately $175,000. The decision to engage Mercer's affiliate for these other services was made by the Nominating and Corporate Governance Committee, and Mercer's affiliate was retained directly by the Nominating and Corporate Governance Committee of the Board. After reviewing information provided by Mercer regarding its independence and considering the independence factors required by SEC rules, the Compensation Committee determined that no conflicts of interest existed in connection with the services Mercer performed for the Compensation Committee in 2013.

At the direction of the Compensation Committee, management generally provides all Committee materials to Mercer and discusses all materials and recommendations with Mercer in advance of each Committee meeting. Mercer considers the information presented to the Compensation Committee and discusses the information with the Committee. Mercer generally attends all Compensation Committee meetings and, at the end of most meetings, meets in executive session with the Committee without management present.

With the support of the Compensation Committee, management (generally the Executive Vice President and General Counsel) regularly asks Mercer to provide calculations and market datais therefore designed to be used by the Committee in its decision-making process. Thesubstantially performance-based.

Benchmarking and Target Compensation Committee periodically requests the Executive Vice President and General Counsel and his staff to seek Mercer's input, analysis or recommendation with respect to a specific compensation practice, program or arrangement being considered by the Committee. The chairperson of the Compensation Committee and/or management may also independently seek Mercer's advice on various matters to assist the Committee in its decision-making process.

During 2013, among other things, Mercer assisted the Compensation Committee on the following matters:

Advised the Committee on the composition of the Compensation Peer Group (as defined below);

Prepared analyses of named executive officer compensation levels as compared to the Compensation Peer Group and made compensation recommendations;

Evaluated the design and provided advice on the appropriateness of the Company's 2013 performance based bonus plan and long term incentives;

Prepared tally sheets and IRC Section 280G analyses to determine "excess parachute payments"; and

Provided data and advice regarding compensation for the new Chief Executive Officer.

20

---

Benchmarking

In making compensation decisions, the Compensation Committee compares each element of total compensation against a peer group of publicly-traded companies. The Compensation Committee reviews annually the appropriateness of the companies comprising the peer group. In determining the appropriate peer group of companies to be used in connection with the 20132016 compensation planning process, the Compensation Committee looked closely at, among other things, companies included in the prior year'syear’s peer group, as well as companies identified as peers by those companies. The primary characteristics used to evaluate which companies to include in the peer group were: industry, gross profits and peers identified by the Company'sour peers. For comparison purposes, the Compensation Committee focused on the gross profit of the peer group, rather than revenues, as the Compensation Committee feelsbelieves gross profit is a better indicator of company size. In particular, the CompanyCompensation Committee sought to include Internet merchandisers, online travel companies and othersother technology companies with gross profits between one-half and two times those of the Company.our annual gross profits. The CompanyCommittee also included eBay and Amazon.com because, although theirits gross profits were more than two times those of the Company,our gross profits, there were relatively few comparable companies and they,it, like the Company, areus, is a leading Internet commerce companies.

company.

After discussiondiscussions with Mercer, the Compensation Committee's compensation consultant, the Compensation Committee determined that the fifteen companies listed below, which are primarily Internet services, travel services and/or e-commerce companies, would comprise the 20132016 peer group (the "Compensation“Compensation Peer Group"Group”):

THE PRICELINE GROUP INC. - 2017 Proxy Statement    35

---

Back to Contents

Activision Blizzard, Inc.	Expedia, Inc.	LinkedIn Corporation
Amazon.com, Inc. eBay Inc. Adobe Systems Incorporated Yahoo!	Facebook, Inc.	Netflix, Inc.
Amazon.com, Inc.	IAC/InterActiveCorp	salesforce.com, inc.
eBay Inc.	Intuit Inc.	Activision Blizzard, TripAdvisor, Inc. Expedia,
Electronic Arts Inc.	Liberty Interactive Corporation Electronic Arts	Yahoo! Inc. Netflix, Inc.	salesforce.com, inc. IAC/InterActiveCorp HSN, Inc. Akamai Technologies, Inc. Orbitz Worldwide, Inc.

For 2013, after discussion with Mercer,

These are the same companies as were used in 2015 except that the Compensation Committee removed United Online, Inc. and MonsterOrbitz Worldwide, Inc. from the peer group due to their lower gross profit and negative one year growth. Also, after discussion with Mercer, the Compensation Committee added Activision Blizzard, Inc. due to its gross profit and market similarities with others includedacquisition by Expedia in the peer group, notwithstanding it had experienced negative one year growth.

September 2015.

Based on the four most recent quarters of data that were available at the time that the Compensation Committee initiated its review (for most, but not all companies, the last quarter of 20112014 through the first three quarters of 2012)2015), the Company'sour gross profit ranked at approximately the 80th percentile of the Compensation Peer Group. In comparing the Company'sour executive compensation against the Compensation Peer Group, the Compensation Committee generally considered this percentile of executive pay for the Compensation Peer Group to be a general proxy for "market"“market” compensation. In arriving at "market"“market” compensation for the Compensation Peer Group, Mercer adjusted the cash compensation information from the Compensation Peer Group to account for projected pay increases over the 2012-20132015-2016 timeframe.

The Compensation Committee used the data of the Compensation Peer Group primarily to ensure that the Company'sour executive compensation program as a whole is competitive. The Compensation Peer Group provides the Compensation Committee with guidance and information, but does not dictate the setting of the named executive officers'officers’ compensation and is not a substitute for the Committee'sCommittee’s own business judgment in establishing compensation for the named executive officers.

Generally speaking, our compensation program is designed to achieve “market” compensation for our named executive officers if they achieve target performance. In other words, if we achieve our budgeted performance, our named executive officers would generally be compensated at approximately the 80^th percentile when compared with our Compensation Peer Group. If performance is below target, compensation would generally be below “market,” and if performance is above target, compensation would generally be above “market.” We combine below “market” salaries with above “market” target cash bonus opportunities in an attempt to achieve “market” direct cash compensation at “target” performance. Similarly, we attempt to align target equity incentive compensation opportunities with “target” performance to achieve “market” equity compensation at “target” performance. Both our annual performance-based cash bonus plan and long-term equity incentive plan, which are described more fully below, provide a meaningful opportunity for our executive officers to achieve above “market” compensation in return for superior performance.

Measuring Performance – Compensation EBITDA

Our performance measure for purposes of our senior executive compensation program is a non-GAAP financial measure based on our EBITDA, or earnings before interest, taxes, depreciation and amortization, which we refer to herein as “Compensation EBITDA.” Compensation EBITDA is calculated by taking our adjusted EBITDA as publicly reported in our earnings press releases (“Adjusted EBITDA”) and further adjusting it as described below. We use Compensation EBITDA as the performance measure for our senior executives for both our annual performance-based bonus plan and our PSUs granted as part of our long-term equity incentive plan (except that, as described below, the performance measure for Ms. Tans is Booking.com’s Compensation EBITDA further adjusted primarily to account for inter-company transactions).

HowisCompensationEBITDAcalculated?

The calculation of Compensation EBITDA is consistent for both plans, except that Compensation EBITDA is calculated on a pre-bonus basis for purposes of our annual performance-based bonus plan and on a post-bonus basis for purposes of our PSU awards. To arrive at Compensation EBITDA, we begin with Adjusted EBITDA and then:

•

Exclude the effect of any accounting changes during the applicable performance period (because the targets were set without regard to such changes);

•

Exclude the impact, to the extent reasonably quantifiable, of a business acquisition (so that management cannot “buy” earnings to meet performance targets) or a business disposition (so that management cannot “sell” losses to meet performance targets or be hurt if we decide to sell a profitable business);

•

Exclude stock-based compensation expense (because we changed our method of publicly reporting Adjusted EBITDA to include stock-based compensation expense but such expense was not included in the Compensation EBITDA targets applicable to the 2016 Bonus Plan or the 2016 PSUs); and

•

With respect to certain of our brands, apply fixed exchange rates to fixed earnings percentages consistent with those used to set the performance targets (so that Company performance is measured consistently against the performance targets and senior executives are not rewarded or punished based on currency exchange rate fluctuations, which are out of their control, but rather are compensated based on management of the underlying business).

THE PRICELINE GROUP INC. - 2017 Proxy Statement    36

---

Back to Contents

The Compensation Committee believes the above adjustments to Adjusted EBITDA to arrive at Compensation EBITDA are appropriate elements of our compensation program to achieve the financial performance goals described above. The Compensation Committee has made the use of fixed currencies with respect to certain of our brands a feature of Compensation EBITDA for many years to ensure that management is focused on the operational success of the business without incentivizing excessive or inappropriate risk taking or decision making based on short-term or speculative expectations regarding foreign exchange rates. In addition, the Compensation Committee believes that taking a fixed-currency approach more accurately addresses management performance, while ensuring that the interests of management and stockholders are aligned through any impact currency factors have on our stock price since equity compensation constitutes the largest component of our named executive officers’ compensation. The use of Adjusted EBITDA as the basis for Compensation EBITDA and these adjustments are intended to ensure that payments under our annual performance-based bonus plan and the issuance of shares under our PSUs represent the underlying growth of our core business and are not inflated or deflated due to “non-cash,” “one time” or “non-recurring” items, the translation impact of changes in certain foreign currency exchange rates, or the acquisition or disposition of assets between the time the plan was adopted and the end of the performance period.

The Compensation Committee has chosen to use the single performance metric of Compensation EBITDA for both our annual performance-based cash bonus plan and for our senior executive PSUs because the Committee believes that:

•

This approach properly balances incentives so that short-term and long-term decision making by management is also appropriately balanced;

•

An earnings growth based metric properly balances top-line growth with operating margin discipline over both the short term and the long term; and

•

A single metric based on earnings growth provides focus to management that is consistent with the Company’s basic philosophy that earnings growth will lead to long-term stockholder value.

Components of Executive Compensation in 2013

2016

The Compensation Committee annually reviews each named executive officer'sofficer’s total direct compensation, which consists of base pay,salary and benefits, performance-based cash bonus opportunity and equity incentives. In addition to these primary compensation elements, the Compensation Committee reviews any other compensation to the extent applicable, and payments that would be required under various severance and change in control scenarios. In making compensation decisions, the Compensation Committee also takes into consideration historical compensation, including the vested and unvested value of outstanding equity awards under different scenarios and at different prices.

awards.

Before giving final approval to the annual compensation initiatives, the Compensation Committee and, with respect to our Chief Executive Officer, the Board, generally reviews a presentation of total compensation, a "tally“tally sheet,"” prepared by Mercer. The tally sheet generally summarizes each officer'sexecutive officer’s total "target"“target” compensation for the applicable year and, using a currentyear-end stock price estimates the payments to be made to the officer under certain termination of employment and change in control scenarios. For 2013,2016, with respect to our executive officers other than our Interim Chief Executive Officer, the Compensation Committee made no adjustments as a result of the tally sheet analysis based on its assessment that the program continued to meet the objectives described above.

21

---

With respect to Mr. Boyd’s compensation as Interim Chief Executive Officer, our Board did not conduct this analysis in light of the intended short-term nature of his role as Interim Chief Executive Officer.

Base Salary

Base salary ranges for named executive officers are determined based on, among other things:

•

information

Information from the Compensation Peer Group described above;

individual

•

Individual performance of the executive, including level of responsibility and breadth of knowledge; and

internal

•

Internal review of the executive'sexecutive’s total compensation, both individually and relative to other senior executives.

The relative importance of these factors varies depending on the individual whose salary is being reviewed. Salary levels are typically considered annually as part of the Company'sour performance review process as well as upon a promotion or other change in job responsibility. Generally,Consistent with our belief that senior executive compensation should be highly performance-based, base salaries for the Company'sour named executive officers are generally towards the low end of the Compensation Peer Group.

Group and therefore below “market.”

For 2013,2016, the Compensation Committee made no changes to the annual base salaries of theour named executive officers.

Performance Basedofficers who were serving as executive officers in 2015, except that Ms. Tans received a salary increase effective March 1, 2016 and, in connection with her appointment as Chief Executive Officer of Booking.com, she received another salary increase. Mr. Boyd’s base salary was similarly set below “market” levels based on the above principles, as well as the expected temporary nature of his service as Interim Chief Executive Officer discussed above under ExecutiveCompensationProgramPhilosophyandObjectives.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    37

---

Back to Contents

Annual Performance-Based Cash Bonus

Overview. The Company's 2013 financial and operational performance was very good, representing overall industry-leading growth (adjusted EBITDA growth of approximately 35.9% year-over-year), and

Both the funding of the Company's seniorour 2016 executive bonus pool and the payment of individual bonus amountsbonuses received by our executives for 2016 reflected thisour outstanding 2016 performance. The Company's annual seniorOur executive bonus plan generally provides for an aggregate "pool"“pool” based on the Company'sour annual adjustedCompensation EBITDA performance. This measure is effective as it focuses employees on the Company's core earnings so that they can be directly rewarded for business growth and productivity improvements. This measure is also an effective motivator because it is relatively easy to track and generally understood by employees.

Funding of the pool increases as a percentage of adjustedCompensation EBITDA as the Company's adjustedour Compensation EBITDA increases. Senior executives'increases, and senior executive individual cash bonuses are paid from this pool and therefore out of the Company's(other than Ms. Tans’ bonus, which is discussed below). As a result, annual adjusted EBITDA. Target individual bonuses (other than for Ms. Tans, which is discussed below) are based on achievement of the Company'sfunded from our annual operating budget adjustedearnings so that, as a general matter, it is unlikely there would be significant bonus funding for executive officers unless we meet or exceed our budgeted Compensation EBITDA targets.

Further, generally in order for our senior executives to achieve their target annual bonus amounts, we must achieve our budgeted annual Compensation EBITDA, which the Company believes represents higher than "market"is set at a level that requires meaningful year-over-year growth. To the extent the Company achieves greater adjustedwe exceed our Compensation EBITDA than the annual operating budgetbudgeted amount, the senior executive bonus pool will be greater than the target amount and both aggregate and individual bonuses would likely exceed target bonus amounts. To the extent the Company doeswe do not meet its adjustedour Compensation EBITDA "target"budgeted amount, the senior executive bonus pool will be less than the target amount and both aggregate and individual bonuses would likely be less than "target"target bonus amounts. However, in both cases, the Compensation Committee maintains discretion to adjust the aggregate pool and/or individual bonuses upwards or downwards.

In many years, and again with respect to 2016, notwithstanding the significant over-achievement of the Compensation EBITDA budget, the aggregate amount of bonuses awarded from the senior executive bonus pool by the Compensation Committee was less than the full amount of the available pool.

The fundamental principle underlying the Company's 2013 performance basedour 2016 performance-based cash bonus plan (the "2013"2016 Bonus Plan") was that the bonus pool for senior executives, including the named executive officers, (other than Ms. Tans as discussed below) would only be meaningfully funded if the Companywe had significant year-over-year earnings growth.growth, taking into account the stronger U.S. Dollar, the size of our business, market expectations regarding our growth, and our expectations regarding the growth of our Compensation Peer Group, including our primary global, direct competitor. The Compensation Committee believed at the time of adoption of the 20132016 Bonus Plan that the year-over-year growth rates required to fund the senior executive bonus pool sufficient to pay the named executive officers' 2013 "target" bonuses would need to exceed the projected growth rates which would be achieved by the Company's significant direct competitors in 2013. Put another way, based on projections of the performance of the Company's significant direct competitors publicly available at the time of adoption of the 2013 Bonus Plan, the Compensation Committee believed that meaningful bonuses under the 2013 Bonus Plan would only be paid if the Company out-performed the adjusted EBITDA (or comparable metric, as applicable) growth of the Company's significant direct competitors. The Compensation Committee felt that requiring the Company to achieve what it believed to be a higher growth rate than its significant direct competitors before there was meaningful funding available for payment of bonuses to the named executive officers constituted a significant hurdle and meant that each named executive officer's bonus was at significant risk.

How is adjusted EBITDA calculated? For purposes of the plan, EBITDA is operating income before interest, tax, depreciation and amortization expense and includes foreign currency transactions. Adjusted EBITDA excludes stock based compensation expense and other items which, in the judgment of the Compensation Committee, are generally "non-cash," "one time" or "non-recurring" in nature, whether favorable or unfavorable.

These adjustments to EBITDA under the 2013 Bonus Plan are generally consistent with the adjustments made by the Company in the calculation of adjusted EBITDA used in the Company's quarterly and annual earnings announcements and referenced by many of the financial analysts that follow the Company. Adjusted EBITDA is further adjusted to exclude the translation impact of changes in foreign currency exchange rates from the time the plan was adopted. In addition, to ensure the integrity of the performance measure during the applicable period, adjusted EBITDA is calculated without considering the effects on the Company's earnings of any acquisition or disposition of a business, such that "purchased" EBITDA is not included and the

22

---

estimated results (including any estimated losses) of any business sold during the period are included in the calculation of adjusted EBITDA. The adjustments are intended to ensure that any payments under the 2013 Bonus Plan represent the underlying growth of the Company's core business and are not inflated or deflated due to "non-cash," "one time" or "non-recurring" items, the translation impact of changes in foreign currency exchange rates or the acquisition or disposition of assets between the time the plan was adopted and the end of the measurement period.

How did the 2013Bonus Plan work? The sole determinant of the funding of the 2013 Bonus Plan was the Company's pre-bonus adjusted EBITDA performance. The 2013 bonus pool funded throughout 2013 as the Company met and/or exceeded the pre-established adjusted EBITDA targets.

In order for the 2016 senior executive bonus pool to be funded at a level equal to that of 2015, we would need to achieve earnings growth that would: (i) be significantly higher than our budgeted growth rate, (ii) represent strong performance compared to our competition, and (iii) reward stockholders. The Compensation Committee felt that requiring us to achieve (a) significant year-over-year earnings growth, taking into account the stronger U.S. Dollar, for the senior executive bonus pool to be meaningfully funded and (b) what it believed would be competitively strong performance before there was a year-over-year increase in the funding of the senior executive bonus pool, constituted significant hurdles and meant that each named executive officer's bonus was at significant risk.

For 2016, Ms. Tans’ target performance-based cash bonus was tied to the financial performance of our Booking.com business, for which she is responsible, rather than to that of The Priceline Group as a whole. Similar to the approach taken with respect to bonuses for our other named executive officers, the bonus pool from which Ms. Tans’ bonus would be paid would only be meaningfully funded if the Booking.com business over-performed against its plan. The performance metric for Ms. Tans’ bonus was Booking.com’s Compensation EBITDA as further adjusted primarily to take into account inter-company transactions. The Compensation Committee determined that having Ms. Tans’ cash bonus tied to the performance of the Booking.com business was appropriate to provide incentives based directly on the business for which she was responsible.

How did the 2016 Bonus Plan work?

The sole determinant of the funding of the 2016 Bonus Plan was our Compensation EBITDA performance, except in the case of Ms. Tans as discussed above, in which case it was the Compensation EBITDA of the Booking.com business as further adjusted primarily to address inter-company transactions. The 2016 Bonus Plan funded throughout 2016 as we met and/or exceeded the pre-established Compensation EBITDA targets.

In order for the aggregate corporate bonus pool (which includes the bonus pool from which senior executive bonuses are paid (other than Ms. Tans' bonus, as discussed above)) to be funded at a level equal to that of the previous year, the Companywe needed to achieve 20132016 year-over-year pre-bonus adjustedCompensation EBITDA growth of approximately 24%.13% after taking into account the effect of the stronger U.S. Dollar on the 2016 Compensation EBITDA targets as compared to those for 2015. If pre-bonus adjustedCompensation EBITDA growth was 15%, which the Compensation Committee estimated at the time the 2013 Bonus Plan was established would approximate "market" growth (i.e.9%, the growth rate used to establish our 2016 operating plan and therefore target bonuses (again, taking into account the effect of the Company's significant direct competitors)stronger U.S. Dollar on the 2016 Compensation EBITDA targets as compared to those for 2015), the aggregate corporate bonus pool (which includes the bonus pool forfrom which senior executivesexecutive bonuses are paid (other than Ms. Tans's bonus)) would be funded at a level that would have represented ana year-over-year decrease of approximately 62% year-over-year decrease in the senior executive bonus pool.

71%.

As the growth targets above illustrate, significant funding of the 20132016 Bonus Plan for the Company'sour named executive officers would only occur upon theour achievement by the Company of significant year-over-year adjustedCompensation EBITDA growth.

growth, taking into account the stronger U.S. Dollar in 2016.

2016 Performance and Funding of the 2016 Bonus Plan.

We produced year-over-year Compensation EBITDA (on a fixed currency basis) growth of approximately 18%, which substantially exceeded the 2016 budget used to set target bonus levels described above. As a result, the senior executive bonus pool under the 2016 Bonus Plan was funded in amounts well above target. With respect to Ms. Tans, her bonus was funded from the bonus pool applicable to our Booking.com business. Based on the 2016 performance of our Booking.com business, that pool was also funded in amounts well above target.

Individual Bonus Targets. The 2013Amounts.

As discussed above, the 2016 base salaries of the named executive officers were significantly under "market"“market” (i.e., compared withto the 80th percentile of the Compensation Peer

THE PRICELINE GROUP INC. - 2017 Proxy Statement    38

---

Back to Contents

Group) as determined by Mercer, which, as a general matter has consistently been the case over prior years. Consequently, bonus targets for the named executive officers (which are set forth in the 2013 2016GrantsofPlan-BasedAwards table)Table on page 49) were higher than the competitive market but set at levels to ensure, assuming appropriate performance, that total cash compensation was competitive with compensation provided by companies in the Compensation Peer Group. Consistent with the Company'sour executive compensation policy, individuals with greater job responsibilities had a greater proportion of their total cash compensation tied to the Company'sour performance through the 20132016 Bonus Plan. The Compensation Committee established bonus targets for 20132016 for the named executive officers ranging from 190% to 300%210% of annual base salary. The Compensation Committee maintained the same target bonus percentages for the named executive officers that were in effect for 2012. The Compensation Committee reserved the right in its complete discretion to decrease or increase individual payouts below or above "target"target amounts, notwithstanding the Company'sour financial performance. The 2013Compensation Committee exercised such discretion in not awarding our former chief executive officer a bonus for 2015 despite our outstanding financial performance that year. While the 2016 Bonus Plan did not provide for individual maximum or minimum amounts for the named executive officers.

As mentioned above,officers, it did provide for a maximum aggregate funding of the target bonus percentagespool from which senior executive bonuses were chosen so that if the Company achieves its operating budget adjusted EBITDA, as determined bypaid.

In early 2017, the Compensation Committee at the beginning of the year, the total cash compensation paid to the named executive officers will likely be more consistentreviewed our 2016 financial results and worked with "market" (i.e., compared with the Compensation Peer Group) total cash compensation, such that if the Company performed at a level consistent with or better than the Company's significant direct competitors (by meeting the Company's operating budget adjusted EBITDA), the named executive officers would be paid a "market" rate for their services. However, if the Company underperformedMr. Boyd, who served as compared with its significant direct competitors (by falling short of the Company's operating budget adjusted EBITDA), the named executive officers' total cash compensation would be on the lower end of the Compensation Peer Group and, if the Company outperformed its significant direct competitors (by exceeding the Company's operating budget adjusted EBITDA), the named executive officers' total cash compensation would be on the higher end of the Compensation Peer Group. The Compensation Committee believes that this increases the amount of compensation which is directly tied to the Company's performance, better aligns compensation with the interests of stockholders and puts more of the named executive officers' cash compensation at risk than the practices of the Compensation Peer Group.

The Company's 2013 Performance and Funding of the 2013 Bonus. In the Compensation Committee's judgment, 2013 was a very good year for the Company. The Company produced year-over-year adjusted EBITDA growth of approximately 35.9%, which substantially exceeded the Company's 2013 operating budget adjusted EBITDA. As a result, the senior executive bonus pool under the 2013 Bonus Plan was funded in amounts well above target.

Individual Bonus Amounts. The single most important consideration in the determination of the amount of each named executive officer's bonus was the Company's adjusted EBITDA performance as discussed above. The actual U.S. Dollar amount of each named executive officer's bonus was determined after an assessment of such officer's performance by, in the case of theour Interim Chief Executive Officer the Board of Directors and the Compensation Committee and, in the case of the other namedPresident during 2016, to develop appropriate 2016 bonus amounts for our executive officers, the Compensation Committee and theother than himself. As our new Chief Executive Officer.Officer, Mr. Fogel was also involved in this process with respect to 2016 bonus amounts for our executive officers, other than himself and Mr. Boyd. Final bonus amounts for the named executive officers other than the Chief Executive Officer were based on a subjective assessment by the Compensation Committee and the Chief Executive Officer of each such named executive officer'sofficer’s performance and contributions during 2013,2016, as opposed to, in most cases, the accomplishment of specific quantitative goals. The Compensation Committee exercised its discretion based on the advice of the Chief Executive Officer, and did not attempt to quantify, rank or assign specific weight to any single factor (other than Company's adjustedour Compensation EBITDA performance as described above) in making its bonus decisions.

23

---

In early 2014, the Compensation Committee reviewed the Company's 2013 financial results and worked with Mr. Boyd, who served as the Company's Chief Executive Officer during 2013, to develop appropriate 2013 bonus amounts for the Company's executive officers, other than himself. As described above, the Compensation Committee also worked in executive session with Mercer and the Board to develop an appropriate bonus amount for Mr. Boyd. The bonuses paid to the namedsuch executive officers were paid in February 2014March 2017 and appear in the SummaryCompensationTable for 20132016 under the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column.

Mr. Boyd.

Based on the Company'sCompany’s performance in 20132016 and Mr. Boyd'sBoyd’s strong leadership, the Compensation Committee and the Board authorized the Company to pay Mr. Boyd a $6.5an $8 million bonus for 2013, which is higher than2016. Consistent with the approach taken to determine chief executive officer bonus awarded for 2012. The Company's adjustedcompensation in prior years, Compensation EBITDA performance as described above was the sole determinant in calculating the funding of the 20132016 Bonus Plan from which Mr. Boyd'sBoyd’s bonus was paid and was the primary consideration in determining the amount of Mr. Boyd'sBoyd’s ultimate bonus.

From the Compensation Committee'sCommittee’s perspective, the Company'sCompany’s operating and financial performance was an impressive accomplishment in any year, but even more impressive given the challengingdeparture of Mr. Huston in April 2016 and the potential organizational and business instability and disruption that could have resulted if not for Mr. Boyd’s leadership, as well as the competitive and macro-economic conditions,environment in particular in Europe, which is one of the Company's largest markets, over recent years.we operate. In evaluating Mr. Boyd's 2013Boyd’s 2016 performance and arriving at his 20132016 bonus, the Compensation Committee and the Board of Directors also considered, among other things, the following:

•

Our strong operating and financial performance in 2016;

•

Our industry-leading operating margin;

•

The Company's 2013 industry-leading year-over-year growth in inter-company gross travel bookings;profit;

•

Mr. Boyd’s demonstrated commitment to the Company by coming out of retirement to act as Interim Chief Executive Officer following Mr. Huston’s departure;

The Company's industry-leading operating margin;

•

The Company's increased mobile market share;

The successful launch of Booking.com's offline marketing;

The Company's continued geographic expansion

Mr. Boyd’s effective and expansion of its accommodation supply around the world during 2013 (including robust growth outside its core European markets);

The successactive leadership of the Company's initiativesCompany as Interim Chief Executive Officer, including providing a smooth transition following Mr. Huston’s departure and the confidence that provided to promote consumer loyaltyemployees, business partners and repeat business;stockholders;

•

The global collaboration among

Mr. Boyd’s strategic leadership and vision, including the Company's different brands;

The successful completion of the Company's acquisition of KAYAK Software Corporation and entry into the meta-search business;

The growth of the Company's rental car reservation business;

Mr. Boyd's effective transition of Company leadership to Mr. Huston;

Mr. Boyd's leadership during 2013, which includedcontinued development of the Company'sour long-term strategy with the BoardBoard;

•

Mr. Boyd’s strong working relationship with our brands and his mentorship of Directorsour brand chief executive officers;

•

The increased collaboration among our brands;

•

Mr. Boyd’s efforts to achieve a smooth Chief Executive Officer transition to Mr. Fogel as of January 1, 2017; and leadership of the organization, succession planning, and development of the management team; and

•

Mr. Boyd's continued development of aBoyd’s healthy, open and constructive relationship with employees and the Board of Directors.Board.

The Compensation Committee and Board also considered a number of other subjective and qualitative factors in its evaluation,evaluations, such as Mr. Boyd'sBoyd’s integrity, vision for the Company,ethics, commitment, people management skills and investor and Board communication skills.

After balancing the Company'sreviewing our position in the market relative to other leading global online travel companies, and the over-achievement of the Company's 2013our 2016 financial targets, as well as the organizational and business challenges facing us in 2016, the Compensation Committee and Board thought that the Company's performance in 2013 was very good and, therefore,Board believed that the bonus amount authorized by the Board and paid to Mr. Boyd was appropriate.

appropriate.

Mr. Huston

Mr. Huston, our former President and Chief Executive Officer, was not eligible for and did not receive a 2016 bonus.

Other Named Executive Officers

The bonuses paid to the other named executive officers reflected the Company'sour strong performance during 2013,2016, which is described in detail above. The bonus amounts also reflect the factors described below.

Mr. Huston's bonus reflects his role as the Chief Executive Officer of the Company's Booking.com brand and Booking.com's excellent 2013 performance, which was a key factor in the Company exceeding its adjusted EBITDA targets as

24

---

discussed above. In addition, Mr. Huston's bonus reflects the increased responsibilities assumed by Mr. Huston in January 2013 related to the management of the Company's international brands, including oversight of inter-brand relations, including sharing of technology, best practices, customers and supply, coordination of relationships with key affiliates and suppliers, where necessary, and development of strategy relating to geographic expansion and competition among brands.

Mr. Finnegan'sFinnegan’s bonus is in recognition of, among other things, his role as Chief Financial Officer, his role in developing the Company'sour annual financial plan, his oversight of our treasury activities, including the successful completion of a debt offering, his effective management of our stock repurchase program, and his oversight of the Company'sour finance department.

department and investor relations function. Mr. Soder'sFinnegan's bonus also reflects his contributions to a smooth transition for Mr. Boyd upon his appointment as Interim Chief Executive Officer.

Ms. Tans’ bonus reflects her role as President and Chief Executive Officer of our Booking.com brand during 2016, including her successful transition to Booking.com’s Chief Executive Officer following Mr. Huston’s departure, her effective leadership of

THE PRICELINE GROUP INC. - 2017 Proxy Statement    39

---

Back to Contents

Booking.com and Booking.com’s outstanding 2016 operating and financial performance.

Mr. Fogel’s bonus is in recognition of, among other things, his role asin advising the Board and the Chief Executive Officer and Interim Chief Executive Officer on our strategic direction, developing our annual business plan and leading our corporate development initiatives. Mr. Fogel did not serve as our Chief Executive Officer during 2016; as a result, his 2016 bonus was based on his service during 2016 as our Executive Vice President, Corporate Development and Head of the Company's priceline.com brandWorldwide Strategy and that brand's operating performance during 2013.

Planning.

Mr. Millones'Millones’ bonus is in recognition of, among other things, his oversight of the Company'sour legal department, corporate governance matters, global human resource matters and litigation and his organization and coordination of and assistance with the Board's activities.

In addition, Mr. Millones' bonus also reflects his outstanding support of the Board and his leadership leading up to and in connection with Mr. Huston's departure in April 2016 and the transition of Mr. Boyd to Interim Chief Executive Officer.

In determining bonus amounts for the named executive officers, other than our Interim Chief Executive Officer, in addition to considering the factors described above, the Compensation Committee discusses and considers with the Chief Executive Officer a range of other subjective factors including each executive'snamed executive officer’s ability to act and think strategically, ability to get results, ability to demonstrate a strong leadership style, integrity, ethics and ability to foster global cooperation.

Equity Incentives

 

Equity incentive grants to the named executive officers are based on job responsibilities and potential for individual contribution, with reference to the "market"“market” levels, as described above, of total "target"“target” direct compensation (total "target"“target” cash compensation plus the "target"“target” value of long-term equity awards) of executives within the Compensation Peer Group. When it makes grants, the Compensation Committee also considers the size and current value of previous grants, in particular the current unvested value of previous grants. As with the determination of base salaries and bonus awards, the Compensation Committee exercises judgment and discretion in view of the above criteria and its general policies.

PSUs.

In connection with the 20132016 compensation planning process, the Compensation Committee authorized, and the Companywe granted, PSUs to the named executive officers.officers (other than Messrs. Boyd and Huston). All of the 20132016 PSUs granted to the named executive officers, other than Ms. Tans, are tied to the Company's consolidated adjustedour Compensation EBITDA performance over the three-year period ending December 31, 20152018 and are forfeitable if certain minimum performance thresholds are not achieved. The number of shares that could be issued at the end of the three-year performance period ranges from zero to two times the "target"“target” grant, depending on the Company's performance over that period.

The Compensation Committee established adjusted EBITDA as the performance measure to judge the Company'sour performance over the three-year performance period. The calculation of adjusted EBITDA is intended to be substantially consistent with the calculation used by the Company in its quarterly and annual earnings announcements. The calculation of adjusted EBITDA is similarMs. Tans’ 2016 PSUs are tied to the calculationCompensation EBITDA (as further adjusted primarily to take into account inter-company transactions) of adjusted EBITDA described above under Performance Based Cash Bonus and the reasons for adoption of adjusted EBITDA as the performance measure are substantially similar in all material respects. In addition, the Compensation Committee felt that the combination of annual incentives based on annual adjusted EBITDA under the 2013 Bonus Plan and three-year incentives based on cumulative adjusted EBITDAour Booking.com business over the three-year performance period applicableending December 31, 2018. The number of shares that could be issued to her at the end of the three-year performance period ranges from one to two times the “target” grant, depending on Booking.com’s performance over that period. As a result, Ms. Tans’ PSUs would properly incentivize executivesare not forfeitable in that, subject to consider and balance both shorter term and longer term Company performance in managingcontinued employment, at least the business, and therefore incentivize management“target” number of shares will be issued to manage the business in a manner that would favor fundamentally strong and consistent growth without excessive risk taking and thereby maximize long-term stockholder value.

her.

The 20132016 PSUs granted to each of the named executive officers will vest and be earned, atsubject to continued employment by us, on the endthree-year anniversary of the grant date if the Compensation EBITDA hurdles below are accomplished over the three-year performance period if(except that Ms. Tans’ grant had a 1x minimum and was based on the adjusted EBITDA hurdles below are accomplished:

25

---

performance of our Booking.com business):

If Compensation EBITDA for the three-year period ending December 31, 2018 is:	Then, the number of shares that will be issued is:
If adjusted Compensation EBITDA target for the three-year period ending December 31, 2018 expressed as a multiple of Compensation EBITDA for the three-year period ending December 31, 2015 is:	Then, the number of shares that will be issued is:	Adjusted EBITDA target for the three-year period ending December 31, 2015 expressed as a multiple of adjusted EBITDA for the three-year period ending December 31, 2012 (reflects (reflects upper limit of each applicable tier of Compensation adjusted EBITDA):
Less than $5.9$11.2 billion	—	1.4x 1.1x
Between $5.9$11.2 billion and $7.0$12.3 billion	0x to 1x the "target" grant	1.6x 1.2x
Between $7.0$12.3 billion and $7.8$13.4 billion	1x the "target" grant	1.8x 1.4x
Between $7.8$13.4 billion and $8.5$15.0 billion	1x to 2x the "target" grant	1.9x 1.5x
Over $8.5 Above $15.0 billion	2x the "target" grant	Greater than 1.9x1.5x

The

Except in the case of Ms. Tans’ PSUs (which are based on the performance of our Booking.com business and which are not subject to a minimum performance threshold), the 2016 PSUs awarded to our named executive officers will be forfeited and no shares will be issued if, over the three-year performance period, the Company doeswe do not increase itsour cumulative adjustedCompensation EBITDA by at least approximately 35%13% over itsour cumulative adjustedCompensation EBITDA overfor the three-year period ending December 31, 2012 (20102015 (2013 through 2012)2015).

The Compensation Committee estimated at the time of adoption -– based on information available in early 20132016 and our expectations regarding the public forecastsgrowth of the Company's significantour primary global, direct competitors

THE PRICELINE GROUP INC. - 2017 Proxy Statement    40

---

Back to Contents

competitor and other select travel and technology companies that management, Mercer and the Committee felt were relevant -– that the three-year performance thresholds and forfeiture thresholds set forth above represented significant growth hurdles. In order to exceed the "target" payout for executives (i.e., 1x), based on analyst estimates at the time, the Company's cumulative Adjusted EBITDA over the three-year performance period would represent higher growth than the estimated growth of the Company's primary global competitor. Accordingly, the Compensation Committee believed that if the Companywe were to achieve the adjustedcumulative Compensation EBITDA hurdles above, the Company'sour stockholders would be rewarded. The Compensation Committee believed that the three-year performance period ensures that executives are focused on longer-term performance and serves as a significant retention device.

RSUs.

Although for a number of years the primary equity component of the compensation program for senior executives has been PSUs, from time to time the Compensation Committee has also granted restricted stock units to senior executives. In some cases, RSU awards have been used together with PSUs. For example, RSUs have been used in connection with the hiring of a new senior executive or the promotion of a senior executive to provide retention incentives during the first years of employment to balance the uncertainty associated with PSUs in the case of a new hire.

As discussed above, given that Mr. HustonBoyd’s assignment was likely to last less than a year, the Board and the Compensation Committee designed a compensation package tied to the accomplishment of short term milestones that the Board and Compensation Committee believed would be a more effective incentive, and more aligned with the interests of stockholders, than a long-term equity grant. As a result, Mr. Boyd received an RSU award in November 2011 in connectionto ensure that a significant portion of his compensation was tied to our stock price performance. The Board felt that, given the temporary nature of his assignment, the use of an RSU award (rather than a long-term PSU) combined with his hiring as Booking.com'sparticipation in our 2016 performance-based cash bonus award program was appropriate. In addition, the vesting provisions of Mr. Boyd’s RSUs were designed (a) to secure Mr. Boyd’s services for sufficient time to allow the Board to conduct a thorough and successful search for a permanent Chief Executive Officer withand for a grant date fair valuetransition period following the appointment of approximately $3.0 million. Mr. Huston received another RSU award in November 2013 in connection with his promotion to President anda permanent Chief Executive Officer, and (b) to ensure that Mr. Boyd was appropriately compensated should the search take longer than originally anticipated. The RSU provides for vesting either (A) 50% on the first day of employment of a new Chief Executive Officer and 50% on the earlier of (i) the 2017 annual stockholders meeting (June 2017) or (ii) 6 months following the first day of employment of a new Chief Executive Officer or (B) if the first day of employment of a new Chief Executive Officer does not occur by the date of the 2017 annual stockholders meeting, then the award will fully vest on the date of the annual meeting. The award may vest earlier than either (A) or (B) in the event of, among other things, a “change in control” (as defined in the restricted stock unit agreement) of the Company asand/or termination of January 1, 2014 with a grant date fair value of approximately $6.0 million.

employment in certain circumstances.

Stock Options. Options.

Since theour adoption by the Company of FASB ASC Topic 718 (formerly known as FAS 123(R)) on January 1, 2006, the Company haswe have not issued any stock options and currently doesdo not intend to do so.so going forward. In connection with its acquisition ofcertain business acquisitions, including KAYAK in May 2013 the Company did assumeand OpenTable in July 2014, we have assumed outstanding stock options granted by KAYAKthe acquired companies prior to the acquisition.

Stockholder Dilution.

Finally, in connection with administering our equity plans, including when considering equity awards to executive officers, the Committee considers the dilutive impact of such awards on stockholders. For 2016, our stock-based compensation expense as a percentage of year-end market capitalization was among the lowest in the Compensation Peer Group and was 36% of the median of the Compensation Peer Group.

Change in Control and Severance Benefits

Change in Control. The Company'sControl.

Our equity grants made in or after 2010 do not provide for “single trigger” accelerated vesting solely upon the occurrence of a change in control. Rather, acceleration will only occur with respect to those grants upon certain terminations of employment that occur coincident with or following a change in control or upon certain terminations of employment that occur independently from a change in control. As a general matter, upon a termination of employment by the Company "without cause"us “without cause” or by the employee on account of his death or disability (and in some circumstances, "for good reason"for “good reason”) that occurs coincident with or following a change in control, the vesting of outstanding equity will be accelerated to occur on the date on which the employee is terminated coincident with or following such change in control (on a pro-rata basis based on the portion of the performance period that has expired or, in the case of Mr. Huston's 2011 RSUs, in full)expired). See the description of Mr. Huston's employment agreements beginning on page 38 for more information on the acceleration of his awards. Mr. Boyd's employment arrangement provided for different accelerated vesting provisions in certain circumstances. See the description of Mr. Boyd's employment agreement beginning on page 36 for more information on the acceleration of his awards.

Noexcessparachutepaymenttaxgross-ups

26

---

The Company will provide gross-ups for certain

Section 4999 of the named executive officers (other than Mr. Huston) who are basedU.S. Internal Revenue Code provides that certain individuals may be subject to additional taxes if they receive certain payments of benefits in the United States from any taxes due asconnection with a resultchange of the imposition ofcontrol (“excess parachute payments”), and Section 280G of the Internal Revenue Code ("provides that we may forfeit a tax deduction on the amounts subject to this additional tax. We have not provided for tax gross-ups in respect of Section 4999 in any new or materially modified compensatory arrangements with our executive officers for many years and none of our executive officers are entitled to tax gross-ups in respect of Section 4999. Further, while it had been the Compensation Committee’s practice over many years not to provide such tax gross-ups, in October 2014 the Compensation Committee formally adopted a policy not to approve any Section 4999 tax gross-ups or similar tax reimbursement arrangements related to excess parachute payments") because the effects of Section 280G generally are unpredictable and can have widely divergent and unexpected effects based on an executive's personal compensation history. The Committee believes that the gross-up payments are appropriate for the Company's most senior executives. in any new or materially modified compensatory arrangements with our directors or executive officers.

With respect to Mr. Huston,each of Messrs. Fogel and Millones, our Chief Executive Officer and President, and Executive Vice President and General Counsel, respectively, if any payment made pursuant to his employment agreement would be an excess parachute

THE PRICELINE GROUP INC. - 2017 Proxy Statement    41

---

Back to Contents

payment, under Section 280G of the Internal Revenue Code, the Companywe will reduce the amount of such paymentspayment to the extent necessary so that no portion of the payments,payment, so reduced, would constitute an excess parachute payment if such reduction would result in an increase in the aggregate payments and benefits to be provided to Mr. Hustonhim, determined on an after-taxafter tax basis.

SeePotential Payments Upon a Change in Control and/or Termination beginning on page 4356 for additional details.

Severance Benefits. Benefits.

Each of the named executive officers, other than Mr. Boyd, is entitled to receive severance benefits upon, among other things, a termination "without cause"“without cause” or, "forin some cases, “for good reason."” The arrangements with the Company'sour executive officers provide severance payments in an amount that the Compensation Committee believes is appropriate, taking into account, among other things, the time it is expected to take a separated employee to find another job and marketplace practices as well as the duration of non-competition agreements between the Companyus and itsour executive officers. The payments and other benefits are provided because the Compensation Committee considers a termination "without cause"“without cause” or for "good“good reason,"” as those terms are used in the employment arrangements,applicable, not to be Company-initiated,employee-initiated, that under different circumstances would not have occurred and which are beyond the control of the separated individual. The severance and other benefits are intended to ease the consequences to an executive of an unexpected termination of employment. See EmploymentContracts,TerminationofEmploymentandChangeinControlArrangements beginning on page 3652 for additional details.

Benefits

Benefits

The Company's

Our health care and other insurance programs are generally the same for all eligible employees, including the named executive officers, depending on their geographic location. For all eligible U.S. basedU.S.-based employees and certain eligible employees based outside the United States, the Company haswe have a 401(k) plan. The 401(k) plan in which our eligible named executive officers participate allows all eligible employees to contribute up to 75% of their base salary and bonus, up to limits imposed by the U.S. Internal Revenue Code, on a pre-tax basis. The Company addsWe add a cash match to itsthis 401(k) plan for all participants, including those named executive officers who participate in the plan. The Company matchesplan, of 50% of the first 6% of compensation deferred as contributions. The 401(k) match made to each of the U.S.-basedparticipating named executive officers is reflected in the All Other Compensation column on the SummaryCompensation Table.Table.

Perquisites

Perquisites

The Company does

We do not maintain any material perquisites or personal benefits for any of the named executive officers, such as company planes, cars, security, financial services or country club memberships. In

The Role of Management

Our Chief Executive Officer, Chief Financial Officer and Executive Vice President and General Counsel provide significant input to the Compensation Committee when developing the structure of, and setting performance metrics for, our annual performance based bonus plan and annual equity grants. Our Chief Executive Officer provides detailed recommendations to the Compensation Committee of base salary, annual performance-based bonus plan opportunities and awards and long-term equity incentive award values for our executive officers other than himself. For our executive officers other than our Chief Executive Officer, the Compensation Committee receives a performance assessment and compensation recommendation from our Chief Executive Officer in executive session without the presence of other executive officers. The Compensation Committee gives significant weight to our Chief Executive Officer’s judgment when assessing the performance of each of the other executive officers and determining appropriate compensation levels and incentive awards because he is particularly able to assess the other executive officers’ performance and contributions to our business. See CorporateGovernanceandBoardMatters–CommitteesoftheBoardofDirectors on page 24 for more details on the 2016 compensation planning process.

The Board meets annually at the beginning of the year with our Chief Executive Officer to agree upon his performance objectives (which generally are stated in terms of Company objectives) for the year. Generally and as deemed necessary or appropriate, our Chief Executive Officer reviews our annual objectives with the Board and discusses our year-to-date performance against those objectives from time to time during the year. At the beginning of the following year, our Chief Executive Officer presents to the Compensation Committee a summary of his and our performance over the past year. The Compensation Committee then meets in executive session without the presence of management (including our Chief Executive Officer) to review the performance of, and develop compensation recommendations for, the Chief Executive Officer. The Compensation Committee chairperson also discusses with each member of the Board our Chief Executive Officer’s performance. The Board then meets in executive session (without the presence of our Chief Executive Officer) to discuss our Chief Executive Officer’s performance and the Committee’s compensation recommendations. The Board then deliberates, discusses the review to be given to our Chief Executive Officer and determines the actual payout amount of our Chief Executive Officer’s bonus for the prior fiscal year and establishes target total compensation for our Chief Executive Officer for the current year.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    42

---

Back to Contents

The Role of the Compensation Consultant

The Compensation Committee engaged Mercer Inc., an outside global human resources consulting firm, to advise and counsel the Committee on our compensation program for the named executive officers. Mercer has been working with the Compensation Committee for approximately fifteen years in connection with the hiringCommittee’s review of senior executive compensation. In addition to providing compensation program advice to us, Mercer has at times provided services to certain of our subsidiaries, including employee benefit plan consulting services, healthcare insurance services and software implementation services. An affiliate of Mercer provides insurance brokerage services to us, and another affiliate of Mercer previously provided commercial consulting services to one of our subsidiaries, but did not do so in September 20112016. The aggregate fees paid by us to Mercer for advice on the amount or form of executive compensation in 2016 were approximately $265,000. The aggregate fees paid to Mercer by our subsidiaries for other services were approximately $492,000 and the aggregate amount paid to Mercer’s affiliate for insurance brokerage services in 2016 was approximately $245,000 The decision to engage Mercer’s affiliate for these insurance brokerage services was made by the Nominating and Corporate Governance Committee, after evaluating the relationship of Mercer’s affiliate with us and the Compensation Committee’s engagement of Mercer; and Mercer’s affiliate was retained directly by the Nominating and Corporate Governance Committee. After reviewing information provided by Mercer regarding its independence and considering the independence factors required by SEC rules, the Compensation Committee determined that Mercer was independent and did not find that any conflicts of interest existed in connection with the services Mercer performed for the Compensation Committee in 2016 or otherwise with respect to our 2016 compensation program.

At the direction of the Compensation Committee, management generally provides Committee materials to Mercer and discusses materials and recommendations with Mercer in advance of each Committee meeting. Mercer considers the information presented to the Compensation Committee and discusses the information with the Committee. Mercer generally attends Compensation Committee meetings and, at the end of most meetings, meets in executive session with the Committee without management present.

With the support of the Compensation Committee, management (generally our Executive Vice President and General Counsel and our Vice President, Human Resources) regularly asks Mercer to provide calculations and market data to be used by the Committee in its decision-making process. The Compensation Committee periodically requests our Executive Vice President and General Counsel and his staff to seek Mercer’s input, analysis or recommendation with respect to a specific compensation practice, program or arrangement being considered by the Committee. The chairperson of the Compensation Committee and/or management may also independently seek Mercer’s advice on various compensation-related matters to assist the Committee in its decision-making process.

During 2016, among other things, Mercer assisted the Compensation Committee on the following matters:

•

Advised the Committee on the compensation for Mr. HustonBoyd as Interim Chief Executive Officer;

•

Advised the Committee on the compensation for Mr. Fogel in connection with his appointment as Chief Executive Officer effective January 1, 2017;

•

Advised the Committee on the composition of Booking.com, the Company agreed to pay certain costs related to Mr. Huston's relocation from the United StatesCompensation Peer Group;

•

Prepared analyses of executive officer compensation levels as compared to the Netherlands, including among other things, legal fees in connectionCompensation Peer Group and made compensation recommendations;

•

Evaluated the design and provided advice on the appropriateness of our 2016 performance-based bonus plan and long term incentives; and

•

Prepared tally sheets and IRC Section 280G analyses to determine “excess parachute payments.”

In addition, during 2016 but as part of our 2017 compensation program review, Mercer advised the Compensation Committee on our non-employee director compensation program and recommended various minor changes to the program.

2016 Say-on-Pay Advisory Vote on Executive Compensation Results and Consideration

We provide our stockholders with the negotiationopportunity to cast an annual advisory vote on executive compensation (a “say-on-pay” proposal). At our annual meeting of Mr. Huston's employment agreement, professional fees associatedstockholders held in June 2016, 97.8% of shares present and entitled to vote (which includes abstentions but not broker non-votes) were voted in favor of approving the executive compensation described in our 2016 proxy statement. The Compensation Committee regards the results of the stockholder vote as an indication that our executive compensation practices effectively align executive compensation with tax advicestockholder interests and planningtherefore did not implement any changes as a direct result of the vote. The Compensation Committee will continue to consider the outcome of our say-on-pay votes when structuring and implementing compensation programs for Mr. Huston and certain other relocation and related costs. In addition, pursuantexecutive officers.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    43

---

Back to Mr. Huston's employment agreement, the Company reimburses him for certain education, tax preparation assistance and travel expenses incurred by him (see footnote 7 to the Summary Compensation Table on page 31 for more details).

Contents

Key Governance Matters

Other Matters

Stock Ownership Guidelines

Under the Company'sour stock ownership guidelines, each named executive officer of the Company is required to own the number of shares of the Company'sour common stock indicated below. EachAs of March 31, 2017, each named executive officer currently islisted below was in compliance with the guidelines (whether due to the number of shares owned or the value of shares owned), other than Mr. Huston (see footnote 3 to the below table).

Name	Number of Shares Required to be Owned under our Stock Ownership Guidelines – the Lesser of:	Number of Shares Owned as of March 31, 2017(1)	Value of Shares Owned as of March 31, 2017(2)
Glenn D. Fogel, President and Chief Executive Officer	15,000 shares or shares valued at $5 million	19,866	$35,360,884
Jeffery H. Boyd, Executive Chairman	5,000 shares or shares valued at three times base salary	62,266	$110,831,612
Daniel J. Finnegan, Chief Financial Officer	5,000 shares or shares valued at three times base salary	14,801	$26,345,336
Gillian Tans, President and Chief Executive Officer, Booking.com	5,000 shares or shares valued at three times base salary	2,352	$4,186,489
Peter J. Millones, Executive Vice President, General Counsel and Corporate Secretary	5,000 shares or shares valued at three times base salary	3,603	$6,413,232
(1) See Security Ownership of Certain Beneficial Owners and Management on page 28 for certain details relating to beneficial stock ownership, calculated in accordance with SEC rules. (2) Based on the closing share price of $1,779.97 on March 31, 2017.

27

---

Name		Number of Shares Required to be Owned under the Company's Stock Ownership Guidelines – the Lesser of:		Number of Shares Actually Owned as of March 31, 2014(1)
Jeffery H. Boyd, President and Chief Executive Officer(2)		15,000 shares or shares valued at $5 million		184,388
Daniel J. Finnegan, Chief Financial Officer		5,000 shares or shares valued at three (3) times base salary		15,251
Darren Huston, Chief Executive Officer , Booking.com(3)		5,000 shares or shares valued at three (3) times base salary		—
Chris Soder, Chief Executive Officer, priceline.com		5,000 shares or shares valued at three (3) times base salary		2,971
Peter J. Millones, Executive Vice President, General Counsel and Corporate Secretary		5,000 shares or shares valued at three (3) times base salary		3,903

(1)	See Security Ownership of Certain Beneficial Owners and Management on page 16 for details relating to actual stock ownership.

(2)

Mr. Boyd resigned as the Company's President and Chief Executive Officer effective January 1, 2014. As a result, Mr. Boyd is currently subject to the stock ownership guidelines applicable to the Company's non-employee directors, and not the stock ownership guidelines applicable to the Company's Chief Executive Officer. Mr. Boyd currently meets the stock ownership guidelines applicable to non-employee directors.

(3)

Mr. Huston first became an executive officer on September 26, 2011 and was named President and Chief Executive Officer of the Company effective January 1, 2014. As a result and in accordance with the Company's stock ownership guidelines, Mr. Huston is now subject to the stock ownership guidelines applicable to the Company's Chief Executive Officer and will be required to comply with the Company's stock ownership guidelines over time as he vests in Company equity.

The Company's

Our stock ownership guidelines also establish requirements for non-employee members of the Board, which are set forth under 2013 2016Non-EmployeeDirectorCompensationandBenefits beginning on page 46. The Company's60. Our stock ownership guidelines are detailed in the Company'sour Corporate Governance Principles, a copy of which is available on the Company'sour corporate website (www.pricelinegroup.com)(www.pricelinegroup.com) under the tab "For“For Investors."

”

Short-Selling, Hedging and Pledging Prohibitions

The Company does

We do not allow itsour executive officers or directors to speculate in the Company'sour stock, which includes, but is not limited to, short selling (profiting if the market price of the securities decreases) and/or buying or selling publicly traded options, including writing covered calls. The CompanyWe also doesdo not permit itsour executive officers or directors to enter into hedging transactions with respect to their ownership of Companyour securities or to pledge any Companyof our securities.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    44

---

Back to Contents

Pre-arranged Trading Plans

The Company encourages,

We encourage, but doesdo not require, each of itsour executive officers to effect any disposal of shares of the Company'sour common stock pursuant to a pre-arranged trading plan adopted in compliance with Rule 10b5-1 under the Exchange Act (a "10b5-1 Plan"“10b5-1 Plan”) and the Company'sour internal guidelines. The Company hasWe have established guidelines for the adoption and implementation of 10b5-1 Plans, including the following:

•

A 10b5-1 Plan must be adopted during an open trading window.

•

The first proposed sale under a 10b5-1 Plan generally cannot occur until the first fiscal quarter following the fiscal quarter in which the plan is adopted. Specifically, the first proposed sale under a 10b5-1 Plan generally may not be before the second trading day following the filing of the Company'sour next Form 10-Q with the SEC after the 10b5-1 Plan is adopted or, in the case of plans implemented during the fourth quarter of a calendar year, not before the second trading day following the public release of the Company'sour fourth quarter and year-end financial information.

•

28

---

A 10b5-1 Plan must generally have a minimum of a one-year term. A 10b5-1 Plan may not be terminated earlier than the date provided for in the plan, except as approved by the chairperson of the Company'sour Compensation Committee or, if such chairperson is unavailable, the chairperson of our Audit Committee.

•

Sales under a 10b5-1 Plan may occur during a closed trading window.

The Company reserves

We reserve the right to modify the terms of itsour 10b5-1 guidelines at any time.

The following table summarizes the 10b5-1 Plans adopted by each of the named executive officers and directors that were in existence on April 10, 2014.March 31, 2017. The number of shares that are reflected as eligible for future sale in the table below reflects share amounts as of April 10, 2014March 31, 2017 and excludes shares that may have been previously sold. It is provided as a summary only and does not set forth all of the material terms and conditions of such 10b5-1 Plans.

Name and Principal Position

Total Shares Subject to Plan

Date of Adoption

End Date

Gillian Tans, President and Chief Executive Officer, Booking.com

1,346

12/7/2016

Jeffery H. Boyd Chairman of the Board

60,000

3/7/2014

The earlier of the sale of all of the shares or March 31, 2016.15, 2018.

Nancy Peretsman, Director

100% of the total "net" number (net of amounts associated with any tax withholdings) of shares underlying performance share units granted in March 2012 that are issued at vesting in March 2015, if any. 1,500(1)

3/7/2014 11/29/2016

The earlier of the sale of all of the shares or March 31, 2016.3, 2018.

100% (1) Represents shares donated to and held by a charitable foundation for which Ms. Peretsman serves as a trustee. Ms. Peretsman disclaims beneficial ownership of the total "net" number (net of amounts associated with any tax withholdings) of shares underlying performance share units granted in March 2013 that are issued at vesting in March 2015, if any.

3/7/2014

The earlier of the sale of all of the shares or March 31, 2016.

Jeffrey E. Epsteinshares. Director

6,000 shares subject to stock options.

5/13/2013

The earlier of the sale of all of the shares or December 31, 2014.

Consistent with itsour past practices, the Company intendswe intend to continue to update the attached list on a quarterly basis following the closing of itsour trading window; anwindow and post the updated list will be available on the Company'sour corporate website (www.pricelinegroup.com)(www.pricelinegroup.com) under the tab "For“For Investors."

” We will also file a Current Report on Form 8-K promptly after the adoption of any 10b5-1 Plan by our Chief Executive Officer or Chief Financial Officer.

Equity Award Dates

For 2014, the

The Compensation Committee selected March 4, May 13,12, August 12 and November 12 as the dates of grant for any equity awards (to the extent the Committee authorizes any awards) to executivesexecutive officers and other employees in 2014.2017. The Compensation Committee reserves the right to adjust dates in advance or select additional grant dates in its sole discretion. All grants are or will be, as applicable, approved in advance by the Compensation Committee or, on an exception basis, the chairperson of the Compensation Committee.

Clawbacks

Clawbacks

Effective as of February 7, 2013, the Companywe adopted a policy with respect to the "clawback"“clawback” of executive compensation pending adoption by the SEC and The NASDAQ Stock Market of final rules on the matter. In general and subject to the terms and conditions of the policy, the policy provides that under certain circumstances where an executive officer has engaged in misconduct that has resulted in the executive receiving excessive incentive-based compensation, the Board may seek recovery of such excessive incentive-based compensation.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    45

---

Back to Contents

Deductibility Cap on Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, provides that compensation in excess of $1,000,000 paid to each "covered employee"“covered employee” (generally, the chief executive officer and the three other highest paid executive officers other than the chief financial officer) will not be deductible for federal income tax purposes unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Section 162(m). The Compensation Committee'sCommittee’s primary objective in designing and administering the Company'sour compensation policies is to support and encourage the achievement of the Company'sour long-term

29

---

strategic goals and to enhance stockholder value, all as described above. When consistent with this compensation philosophy, the Compensation Committee may choose to structure the Company'sour compensation programs such that compensation paid thereunder will be tax deductible by the Company.deductible. The Compensation Committee believes that stockholder interests are best served by not restricting the Committee'sCommittee’s discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses. Accordingly, the Compensation Committee has approved, and may in the future approve, compensation arrangements for executive officers that are not fully deductible.

However, each year, as part of its compensation planning process, the Compensation Committee reevaluates whether to structure our compensation programs so as to be tax deductible under Section 162(m).

In particular, as discussed above under ComponentsofExecutiveCompensationin 2013 2016- Performance Based Performance-BasedCashBonus, the Compensation Committee determined to retain discretion under the 20132016 Bonus Plan to make adjustments to what was included or excluded from the adjustedCompensation EBITDA metric in order to ensure that the results measured in the 20132016 Bonus Plan represent the underlying growth of the Company'sour core business, as well as discretion to increase (or decrease)or decrease the amounts paid under the 20132016 Bonus Plan. In addition, the performance criteria of the 20132016 Bonus Plan were not approved by the Company'sour stockholders. As a result, payments under the 20132016 Bonus Plan, which were funded as the result of significant year-over-year earnings growth, are not tax deductible under Section 162(m).

Compensation Committee Report

The Compensation Committee, of the Board of Directors, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the Company's management. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

Craig W. Rydin, Chairman

Tim Armstrong

Jeffrey E. Epstein

James M. Guyette

THE PRICELINE GROUP INC. - 2017 Proxy Statement    46

---

Back to Contents

30■

COMPENSATION OF NAMED EXECUTIVE OFFICERS

---

Compensation of Named Executive Officers

Summary Compensation Table

The following table shows compensation earned during 2013, 20122016, 2015 and 2011,2014, except for Mr. Soder,Boyd and Ms. Tans, as noted below, by the Company'spersons who served as our Interim Chief Executive Officer, our former Chief Executive Officer, our Chief Financial Officer and the next three most highly-compensated executive officers serving at the end of 2013.2016. These individuals are referred to as the "named“named executive officers."” Information for Mr. SoderBoyd is for 20132016 only, in accordance with applicable SEC rules, since he was not a named executive officer as of December 31, 20122015 or 2011. Unless otherwise indicated, titles2014. Information for Ms. Tans is for 2016 and 2015 only, in accordance with applicable SEC rules, since she was not a named executive officer as of December 31, 2014. In April 2016, Mr. Huston ceased to be our President and Chief Executive Officer and the Chief Executive Officer of Booking.com, and Ms. Tans was promoted to President and Chief Executive Officer of Booking.com. Titles shown in the table are titles held as of December 31, 2013.2016.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Jeffery H. Boyd(1) Interim Chief Executive Officer and President	2016	373,013	—	8,092,792		—	8,000,000	(4)	33,291	(7)	16,499,096
Darren Huston(2) Former President and Chief Executive Officer; Former Chief Executive Officer, Booking.com	2016	288,573	—	0		—	0		58,544	(7)	347,117
	2015	865,000	—	14,000,162		—	0		141,096	(8)	15,006,258
	2014	750,000	—	14,000,667		—	7,000,000	(6)	215,427	(9)	21,966,094
Daniel J. Finnegan Chief Financial Officer	2016	315,000	—	4,499,397		—	1,200,000	(4)	8,291	(7)	6,022,688
	2015	315,000	—	4,200,545		—	1,200,000	(5)	8,488	(8)	5,724,033
	2014	315,000	—	3,999,999		—	1,200,000	(6)	10,722	(9)	5,525,721
Gillian Tans(10) President and Chief Executive Officer, Booking.com	2016	498,356	—	12,198,482		—	4,405,440	(4)	1,001	(7)	17,103,279
	2015	360,335	—	4,799,700		—	1,108,723	(5)	1,000	(8)	6,269,758
Glenn D. Fogel Executive Vice President, Corporate Development, and Head of Worldwide Strategy and Planning	2016	315,000	—	4,499,397		—	1,500,000	(4)	8,416	(7)	6,322,813
	2015	315,000	—	4,200,545		—	1,200,000	(5)	11,952	(8)	5,727,497
	2014	315,000	—	3,999,999		—	1,200,000	(6)	9,065	(9)	5,524,064
Peter J. Millones Executive Vice President, General Counsel and Corporate Secretary	2016	330,000	—	4,499,397		—	1,700,000	(4)	8,291	(7)	6,537,688
	2015	330,000	—	4,200,545		—	1,200,000	(5)	12,133	(8)	5,742,678
	2014	330,000	—	3,999,999		—	1,200,000	(6)	10,928	(9)	5,540,927

THE PRICELINE GROUP INC. - 2017 Proxy Statement    47

---

Back to Contents

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. Boyd was named Interim Chief Executive Officer and President effective April 27, 2016. From January 1, 2016 to April 27, 2016, Mr. Boyd served as the non-employee Chairman of our Board, for which he received non-employee director compensation, the amounts of which are included herein. Mr. Boyd did not receive additional compensation for his service on our Board after April 27, 2016, when he became our employee. (2) For 2014, 2015 and 2016, the amounts comprising Mr. Huston’s “All Other Compensation” were generally translated into U.S. Dollars using the exchange rate in effect at the time the respective amounts were paid or reimbursed. Mr. Huston was namedceased to be our President and Chief Executive Officer and the Chief Executive Officer of Booking.com effective September 26, 2011. Mr. Huston's salary in 2011 is pro-rated based on his periodApril 27, 2016. For a summary of service during 2011. The compensation forstock awards held by Mr. Huston is translatedthat vested in 2016, including the pro-rated vesting of certain stock awards in accordance with the separation agreement we entered 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.with Mr. Huston became the Company's Presidenton April 27, 2016, see “Compensation of Named Executive Officers - Option Exercises and Chief Executive OfficerStock Vested Table” on January 1, 2014, and continues as the Chief Executive Officer of Booking.com.

(2)	page 51. 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)

(3)

Represents the aggregate grant date fair value of (a) PSUs granted to Messrs. Boyd, Finnegan, Huston, SoderFogel and Millones, and Ms. Tans in 2013,2016, (b) PSUsRSUs granted to Messrs.Mr. Boyd Finnegan, Huston and MillonesMs. Tans in 2012,2016, (c) PSUs granted to Messrs. Boyd,Huston, Finnegan, Fogel and Millones, and Ms. Tans in 2011, and2015, (d) RSUs granted to Mr.Ms. Tans in 2015, and (e) PSUs granted to Messrs. Huston, in 2011 in connection with his hiringFinnegan, Fogel and Millones 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. With respect to Mr. Boyd, includes 71 RSUs granted on March 4, 2016 with a grant date fair value of $92,516, calculated using the grant date share price of $1,303.04, the closing price of our common stock on March 3, 2016, the trading day prior to the March 4, 2016 grant date, as non-employee director compensation for Mr. Boyd's service as a director and Chairman of our Board. For PSUs granted to Messrs. Boyd, Finnegan, Huston, SoderFogel, and Millones, and Ms. Tans in 2013,2016, the amount reflects 1 times the "target"“target” amount, as of the grant date, for those awards. TheUnder the terms of these awards, as of the grant date the maximum number of shares that could be issued to Messrs. Boyd, Finnegan, Huston, SoderFogel and Millones, and Ms. Tans under the 20132016 PSU awards is 2 times the "target"“target” amount, which would result in a value of $16,000,651, $7,999,630, $11,999,445, $7,999,630$8,998,794, $8,998,774, $8,998,794 and $7,999,630,$14,397,888, respectively, based on the stock price atused to determine the aggregate grant date fair value of grant.the awards. For PSUs granted to Messrs. Boyd,Huston, Finnegan, HustonFogel, and Millones, and Ms. Tans in 2012,2015, the amount reflects 1 times the "target"“target” amount, as of the grant date, for those awards. TheUnder the terms of these awards, as of the grant date the maximum number of shares that could be issued to Messrs. Boyd,Huston, Finnegan, HustonFogel and Millones, and Ms. Tans under the 20122015 PSU awards is 2 times the "target"“target” amount, which would result in a value of $8,999,413, $3,500,561, $6,000,039$28,000,324, $8,401,090, $8,401,090, $8,401,090 and $4,000,457,$8,999,749, respectively, based

31

---

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. on the stock price used to determine the aggregate grant date fair value of the awards. For PSUs granted to Messrs. Huston, Finnegan, Fogel and Millones in 2014, the amount reflects 1 times the “target” amount, as of the grant date, for those awards. Under the terms of these awards, as of the grant date the maximum number of shares that could be issued to Messrs. Huston, Finnegan, Fogel and Millones under the 2014 PSU awards is 2 times the “target” amount, which would result in a value of $28,001,334, $7,999,999, $7,999,999 and $7,999,999, respectively, based on the stock price used to determine the aggregate grant date fair value of the awards. The amounts in this column reflect our 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 our Consolidated Financial Statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K for the year ended December 31, 2016.

(4)	Represents 20132016 cash awards paid in February 20142017 under the 20132016 Bonus Plan.

(5)	Represents 20122015 cash awards paid in February 20132016 under the 20122015 Bonus Plan.

(6)	Represents 20112014 cash awards paid in February 20122015 under the 20112014 Bonus Plan.

(7)	With respect to Messrs. Boyd, Finnegan, SoderFogel and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by us during 2016 with respect to life insurance and accidental death and dismemberment insurance for the Companybenefit of each such named executive officer and matching contributions made by us to each individual’s 401(k) plan for fiscal year 2016. With respect to Mr. Boyd, the amount also represents $25,000 of non-employee director compensation received by Mr. Boyd for his service as a director and as Chairman of our Board for the period from January 1, 2016 to April 27, 2016, when Mr. Boyd became our employee. Mr. Boyd did not receive additional compensation for his service on our Board after April 27, 2016. With respect to Mr. Fogel, the amount also represents $125 of certain perquisites available to all of our employees during 20132016. With respect to Ms. Tans, the amount represents the U.S. Dollar value of perquisites available to all Booking.com employees. With respect to Mr. Huston, the amount represents the U.S. Dollar value of certain perquisites through April 27, 2016, consisting of the following: (i) $13,074 for car service to and from the office; (ii) $26,909 in professional fees associated with tax preparation and planning and a related tax gross-up of $17,642; and (iii) $662 in perquisites available to all Booking.com employees and a related tax gross-up of $257. (8) With respect to Messrs. Huston, Finnegan, Fogel and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by us during 2015 with respect to life insurance and accidental death and dismemberment insurance for the benefit of each such named executive officer and matching contributions made by us to each individual’s 401(k) plan for fiscal year 2015. With respect to Messrs. Finnegan, Fogel and Millones, the amount also represents the U.S. Dollar value of certain perquisites available to all of our employees during 2015, consisting of the following: $250 to Mr. Finnegan, $3,714 to Mr. Fogel and a related tax gross-up of $1,464, and $3,895 to Mr. Millones and a related tax gross-up of $1,895. With respect to Mr. Huston, the amount also represents the U.S. Dollar value of certain perquisites during 2015, consisting of the following: (a) $29,348 for car service to and from the office; (b) $3,143 in legal fees incurred and paid in 2015 related to Mr. Huston’s Employment Contract; (c) $57,429 in professional fees associated with tax preparation and planning and a related tax gross-up of $37,652; and (d) $2,405 in perquisites available to all Booking.com employees and a related tax gross-up of $634. With respect to Ms. Tans, the amount represents the U.S. Dollar value of perquisites available to all Booking.com employees. (9) With respect to Messrs. Huston, Finnegan, Fogel and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by us during 2014 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 Companyus to each individual'sindividual’s 401(k) plan for fiscal year 2013.2014. With respect to Messrs. Finnegan, Fogel and Millones, the amount also represents the U.S. Dollar value of certain perquisites available to all Company employees during 2014, consisting of the following: $1,399 to Mr. Finnegan and a related tax gross-up of $1,199, $649 to Mr. Fogel and a related tax gross-up of $292, and $2,545 to Mr. Millones and a related tax gross-up of $259. With respect to Mr. Huston, the amount also represents the U.S. Dollar value of (a) certain perquisites during 2013,2014, consisting of (i) $38,500the following: (a) $20,375 for car service to and from the office; (b) $10,287 in legal fees incurred in 2013 but paid in 2014 related to the negotiation of Mr. Huston's amendedHuston’s Amended and restated employment agreementRestated Employment Agreement in connection with his promotion to President and Chief Executive Officer of the Company, plus $18,664 forThe Priceline Group and a related tax gross-up related to these fees, (ii) $15,575of $4,792; (c) $27,032 in professional fees associated with tax preparation and planning for Mr. Huston, (iii) $23,851and a related tax gross-up of $17,723; (d) $10,563 tax equalization payment and a related tax gross-up of $6,925; (e) $26,478 in education expenses in connection withrelated to his assignment to the Netherlands, (iv) $30,321Netherlands; (f) $48,928 in personal airfare costs in accordance with Mr. Huston's employment agreement, plus $17,354 forexpenses and a related tax gross-up of $28,002; (g) $2,808 in private Dutch health care insurance premiums and a related to these coststax gross-up of $1,606; and (v) $3,231(h) $4,268 in perquisites available to all Booking.com employees and (b) $2,714a related tax gross-up of $395. (10) For 2016, the compensation for Ms. Tans is translated into U.S. Dollars using an average exchange rate of 1.10136 U.S. Dollars to 1 Euro. For 2015, the compensation for Ms. Tans is translated into U.S. Dollars using an average exchange rate of 1.1087 U.S. Dollars to 1 Euro. The amounts comprising Ms. Tans’ “All Other Compensation” were generally translated into U.S. Dollars using the exchange rate in insurance premiumseffect at the time the respective amounts were paid during 2013 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston.or reimbursed.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    48

---

Back to Contents

(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 theour named executive officers in 2013.2016. The column "“EstimatedPossiblePayoutsunderNon-EquityIncentivePlan Awards"Awards” shows the "target"“target” cash payouts under the 20132016 Bonus Plan at the time the plan was adopted; actual payouts were made in February 2014March 2017 based on the Company's attainment by us of certain performance thresholds and can be found in the SummaryCompensationTable in the column entitled "“Non-EquityIncentivePlanCompensation"” for the 20132016 fiscal year.

Name	Grant Date	Date Grant Approved	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(3)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jeffery H. Boyd	3/4/2016	2/25/2016				—	—	—	71(4)	92,516
	5/19/2016	5/18/2016				—	—	—	6,313	8,000,276
	—	—	—	1,100,000	N/A
Darren Huston	—	—	—	—	—	—	—	—	—	—
Daniel J. Finnegan	3/4/2016	2/25/2016				—	3,453	6,906	—	4,499,397
	—	—	—	661,500	N/A
Gillian Tans	3/4/2016	2/25/2016			N/A	3,837	3,837	7,674	—	4,999,764
	3/4/2016	2/25/2016				153	153	306(5)	—	199,365
	5/12/2016	5/11/2016				1,578	1,578	3,156	—	1,999,815
	5/12/2016	5/11/2016							3,945	4,999,538
	—	—	—	1,211,492	N/A
Glenn D. Fogel	3/4/2016	2/25/2016				—	3,453	6,906	—	4,499,397
	—	—	—	598,500	N/A
Peter J. Millones	3/4/2016	2/25/2016				—	3,453	6,906	—	4,499,397
	—	—	—	627,000	N/A
(1) These columns show the target amount, at the time the 2016 Bonus Plan was adopted, of the payout for each named executive officer under the 2016 Bonus Plan. The actual payments for 2016 for each named executive officer are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table. The business measurements and performance goals for determining the payouts are described in the Compensation Discussion and Analysis beginning on page 31. (2) These columns show the “Threshold,” “Target” and “Maximum” number of shares of our common stock that could be issued in connection with PSUs granted in 2016 under our 1999 Omnibus Plan. The performance period commenced on January 1, 2016 and ends on December 31, 2018. The target payouts for Messrs. Finnegan, Fogel and Millones are performance-driven and therefore completely at risk. The performance criteria for determining the number of shares of our common stock to be issued, if any, in connection with the PSUs are described in the Compensation Discussion and Analysis beginning on page 31. (3) Represents the aggregate grant date fair value of PSUs and RSUs 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 we would expense in our financial statements over the award’s vesting schedule. Grant Date Fair Value for the PSUs granted on March 4, 2016 to Messrs. Finnegan, Fogel and Millones, and Ms. Tans, and the RSU granted to Mr. Boyd, was calculated using the target number of shares multiplied by the share price of $1,303.04, which was the closing price of our common stock on March 3, 2016, the trading day prior to such grant date. Grant Date Fair Value for the PSUs granted on May 12, 2016 to Ms. Tans was calculated using the target number of shares multiplied by the share price of $1,267.31, which was the closing price of our common stock on May 11, 2016, the trading day prior to such grant date. Mr. Boyd’s RSU grant was calculated using the original grant date share price of $1,267.27, which was the closing price of our common stock on May 18, 2016, the trading day prior to such grant date. Ms. Tans’ May 12, 2016 RSU grant was calculated using the original grant date share price of $1,267.31, which was the closing price of our common stock on May 11, 2016, the trading day prior to such grant date. As of December 31, 2016, the estimated probable number of shares that will be issued in connection with the PSUs at the end of the performance period is 1.685 times the “target” grant amount, except in the case of Ms. Tans' PSUs, where the number is 2.0 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. For additional information, please refer to Notes 2 and 3 of our Consolidated Financial Statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016. (4) Represents a grant of RSUs made to Mr. Boyd as non-employee director compensation for his service as a director and Chairman of our Board. Mr. Boyd did not become our employee until April 27, 2016. (5) Represents a grant of PSUs made to Ms. Tans in connection with the integration of the Buuteeq business into Booking.com's BookingSuite initiative, as further described in our 2016 proxy statement.

32

THE PRICELINE GROUP INC. - 2017 Proxy Statement    49

---

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.

Back to Contents

Outstanding Equity Awards at 20132016 Fiscal Year-End Table

The following table provides information on the holdings of stock option and stock awards by theour named executive officers at fiscal year-end 2013,2016, including any unexercised stock option awards, both vested and unvested; unvested RSUs;RSUs and/or unvested PSUs with performance and/or service conditions that have not yet been satisfied as of December 31, 2013.2016. There are no unexercised stock option awards, either vested or unvested, held by our named executive officers. The market value of the stock awards is based on the closing per share market price of the Company'sour common stock on December 31, 2013,30, 2016, which was $1,162.40.$1,466.06.

Name		Stock Awards
		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		6,313	(1)	9,255,237	—		—
Darren Huston		—		—	—		—
Daniel J. Finnegan		—		—	19,648	(2)	28,805,147
Gillian Tans		4,128	(3)	6,051,896	21,372	(4)	31,332,634
Glenn D. Fogel		—		—	19,648	(2)	28,805,147
Peter J. Millones		—		—	19,648	(2)	28,805,147
(1) Represents the number of shares of our common stock subject to RSUs granted to Mr. Boyd in May 2016 in connection with his appointment as our Interim Chief Executive Officer and President effective April 27, 2016, consisting of 6,313 shares that vest either (A) 50% on the first day of employment of a new chief executive officer and 50% on the earlier of (i) our 2017 annual stockholders meeting (on June 8, 2017) and (ii) six months following the first day of employment of a new chief executive officer or (B) if the first day of employment of a new chief executive officer does not occur by the date of our 2017 annual stockholders meeting, on the date of such annual meeting. The award may vest earlier than either (A) or (B) in the event of, among other things, a “change in control” (as defined in the restricted stock unit agreement) and/or termination of employment in certain circumstances. (2) Represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with PSUs. Includes 5,978 shares for which the performance period commenced on January 1, 2014, and ended on December 31, 2016, and which vested and were issued on March 4, 2017. Includes 6,764 shares for which the performance period commenced on January 1, 2015, and ends on December 31, 2017, and 6,906 shares for which the performance period commenced on January 1, 2016 and ends on December 31, 2018. The actual number of shares to be issued for the latter two grants, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to continued employment by us. (3) Represents the number of shares of our common stock that will be issued pursuant to RSUs granted to Ms. Tans in (i) November 2015, consisting of 69 shares that vested in March 2017 and 114 shares that are scheduled to vest in March 2018, and (ii) May 2016, consisting of 3,945 shares that are scheduled to vest in May 2019. (4) Represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with PSUs. Includes 2,990 shares for which the performance period commenced on January 1, 2014, and ended on December 31, 2016, and which vested and were issued on March 4, 2017. Includes 7,246 shares for which the performance period commenced on January 1, 2015, and ends on December 31, 2017, and 11,136 shares for which the performance period commenced on January 1, 2016 and ends on December 31, 2018. The actual number of shares to be issued for the latter two grants, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

33

THE PRICELINE GROUP INC. - 2017 Proxy Statement    50

---

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.

34

---

Back to Contents

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 theour named executive officers in 2013.

2016. There were no options exercised by our named executive officers in 2016.

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

Name		Stock Awards
		(1) Number of Shares Acquired on Vesting (#)	This column represents the number of shares underlying stock options exercised.

	Value Realized on Vesting ($)
(2) Jeffery H. Boyd	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.

	23,073		29,941,515(1)
(3) Darren Huston	Mr. Boyd acquired 37,212 shares	42,885		57,088,622(2)
Daniel J. Finnegan		11,500		14,923,665(3)
Gillian Tans		4,358		5,655,420(4)
Glenn D. Fogel		11,500		14,923,665(3)
Peter J. Millones		11,500		14,923,665(3)
(1) Reflects vesting of (a) 23,002 PSUs in March 2016 with a per share market price of $689.11$1,297.71, the closing price of our common stock on March 4, 2016, and (b) 71 RSUs in March 2013 upon the vesting of PSUs.

(4)

Mr. Finnegan acquired 10,178 sharesJune 2016 with a per share market price of $689.11$1,290.00, the closing price of our common stock on June 2, 2016. The RSUs were granted to Mr. Boyd in March 2013 upon the2016 as non-employee director compensation for his service as a director and as Chairman of our Board. See “Compensation of Named Executive Officers - Summary Compensation Table” for more information. (2) Reflects vesting (a) in March 2016 of PSUs.

(5)

17,250 PSUs granted to Mr. Soder acquired 10,178 sharesHuston in March 2013, with a per share market price of $689.11$1,297.71, the closing price of our common stock on March 4, 2016, and (b) in accordance with the separation agreement we entered into with Mr. Huston on April 27, 2016, pro rata vesting based on time served of certain of his outstanding equity awards (as contemplated by his employment agreement for certain terminations, except that the performance multiplier for his 2015 performance share units is reduced from the multiplier provided for by the terms of the equity agreement based on the Company’s historical financial performance to 1, and not including a portion of outstanding equity awards forfeited by Mr. Huston under the separation agreement), consisting of: of 16,189 PSUs granted to Mr. Huston in March 2014, 4,967 PSUs granted to Mr. Huston in March 2015 and 4,479 RSUs granted to Mr. Huston in November 2013, upon the vesting of PSUs.

(6)

Mr. Millones acquired 10,178 sharesin each case with a per share market price of $689.11$1,353.74, the closing price of our common stock on April 27, 2016. (3) Reflects vesting of PSUs in March 2013 upon2016 with a per share market price of $1,297.71, the closing price of our common stock on March 4, 2016. (4) Reflects vesting of PSUs.4,312 PSUs and 46 RSUs in March 2016, each with a per share market price of $1,297.71, the closing price of our common stock on March 4, 2016.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    51

---

Back to Contents

35■

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

---

Employment Contracts, Termination of Employment and

Change in Control Arrangements

The Company and/or its subsidiaries

We have an employment agreementsagreement with each of theour currently serving 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 or her position in the Company'sour annual bonus and long-term compensation plans generally made available to the Company'sour senior executives, and to participate in all benefit plans and arrangements and fringe benefits and perquisite programs generally provided to our other comparable senior executives of the Company.  Providedexecutives. A summary is provided below is a summary of each named executive officer'sofficer’s employment agreement followed by a summary of the material terms of any equity instruments held by such executive outstanding at December 31, 20132016 that provide for accelerated vesting (or similar provisions) upon a change in control or termination.

On April 27, 2016, we entered into a separation agreement with Mr. Huston, a summary of which is set forth below.

Mr. Boyd

Effective April 27, 2016, Mr. Boyd resigned asbecame our Interim Chief Executive Officer and President. We entered into an officeremployment agreement with Mr. Boyd on May 19, 2016, which was terminable at will by either party at any time. Mr. Boyd was not entitled to any severance payments whether in connection with a change in control or otherwise pursuant to such employment agreement. On December 15, 2016, Mr. Boyd entered into an agreement (the “Executive Chairman Agreement”) to become our Executive Chairman (and cease being our Interim Chief Executive Officer and employee of the Company,President), effective January 1, 2014.2017. Mr. Boyd’s Executive Chairman Agreement provides for a fixed term from January 1, 2017 through immediately prior to our 2018 annual meeting of stockholders, which is terminable at will by either party at any time. Mr. Boyd is not entitled to any severance payments whether in connection with a change in control or otherwise pursuant to the Executive Chairman Agreement. His equity awards, including those received while he was our Interim Chief Executive Officer and President, remain in effect and will continue to vest pursuant to the terms of the applicable award agreements. Mr. Boyd is not otherwise entitled to any additional benefits.

Equity Instruments

RSUs.

The RSUs granted to Mr. Boyd in May 2016 vest either (A) 50% on the first day of employment of a new chief executive officer and 50% on the earlier of (i) our 2017 annual stockholders meeting (on June 8, 2017) and (ii) six months following the first day of employment of a new chief executive officer or (B) if the first day of employment of a new chief executive officer does not occur by the date of our 2017 annual stockholders meeting, on the date of such annual meeting. The award may vest earlier than either (A) or (B) in the event of 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. Boyd will receive a pro-rata portion of the RSUs as of the date of termination.

Mr. Huston

Pursuant to a separation agreement entered into between Mr. Huston and us, effective April 27, 2016, Mr. Huston resigned as our director, officer and employee. 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 transitionseparation agreement confirms that Mr. Boyd'sHuston's resignation was without "Good Reason"“Good Reason” (as defined in his employment agreement) and provides that Mr. BoydHuston (i) would remain eligible for a bonus fornot receive any severance payments, (ii) would receive pro-rata vesting, subject to certain reductions, based on time served as of April 27, 2016 of his performance during 2013 as the Company's Chief Executive Officer, hisoutstanding equity awards would continue(as described in OptionExercisesandStockVestedTable on page 51), as well as (iii) the cost of reasonable relocation expenses 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.North America. Mr. BoydHuston is not otherwise entitled to any additional benefits. Mr. Huston will continue to be bound by the non-compete, non-solicitation and proprietary information covenants contained in his employment agreement.

Mr. Fogel

During 2016, Mr. Fogel served as our Executive Vice President, Corporate Development, and Head of Worldwide Strategy and Planning. Effective January 1, 2017, Mr. Fogel became our President and Chief Executive Officer and was appointed to the Board. We entered into an employment agreement with Mr. Fogel in December 2008, which was in effect until December 31, 2016 and

THE PRICELINE GROUP INC. - 2017 Proxy Statement    52

---

Back to Contents

governed any severance and/or change in control arrangements with Mr. Fogel until that date. On December 15, 2016, we and Mr. Fogel entered into an employment agreement effective January 1, 2017 (the “2017 Employment Agreement”) in connection with his appointment as our President and Chief Executive Officer and as a member of the Board.

2008 Employment Agreement

Termination without "Cause"“Cause” or for "Good Reason" (No "Change in Control").“Good Reason.”

In the event of a termination of Mr. Boyd'sFogel’s employment by the Companyus without "Cause"“Cause” (as defined in the agreement with Mr. Boyd)Fogel) or by Mr. BoydFogel 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“Good Reason” (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

36

---

(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.

37

---

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. FinneganFogel 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 and a half 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.

our employee.

Other.

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

Equity Instruments

PSUs.  The PSUs granted to us.

2017 Employment Agreement

Term.

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,Fogel’s 2017 Employment Agreement has a three-year fixed term beginning 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,2017, which was entered into effective September 26, 2011, does not have a fixed term and is terminable at will by either party upon due observanceninety days’ written notice. The three-year term is automatically extended for additional one year periods unless either party gives written notice to the other party at least ninety days prior to the expiration of the statutory noticeinitial three-year term or the then-current one year additional period inthat 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).

2017 Employment Agreement will not be extended.

Termination without "Cause" Or "Good“Cause” or for “Good Reason."”

In the event of a termination of Mr. Huston'sFogel’s employment by Booking.com without "Cause"“Cause” (as defined in the agreement with Mr. Huston)agreement) or by Mr. HustonFogel for "Good Reason"“Good Reason” (as defined in the agreement), Mr. HustonFogel 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-month24-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. HustonFogel were an employee of Booking.com;our employee; and

38

---

(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;

39

---

(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; and

(6)

a pro-rata portion of any future PSU or other restricted stock (including RSU) award granted after January 1, 20142017 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'sour financial results have been publicly reported.

If Mr. Huston'sFogel’s employment is terminated without "Cause"“Cause” or by Mr. HustonFogel for "Good Reason"“Good Reason” on or within three yearstwelve months after the consummation of, or, under certain circumstances, within six months prior to, a "Change“Change in Control"Control” (as defined in the agreement), instead of the above severance compensation and benefits, Mr. HustonFogel 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-sixeighteen months following termination of employment of group health, life and disability insurance benefits as if Mr. HustonFogel were anour employee; and

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

(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; and

(6)

a pro-rata portion of any future PSU or other restricted stock (including RSU) award granted after January 1, 20142017 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'sour financial results have been publicly reported.

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.  or “Disability.”

In the event of a termination of Mr. Huston'sFogel’s employment as the result of his death or “Disability,” (as defined in the agreement), Mr. Huston'sFogel’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 (or for Mr. Fogel, if he is terminated as the result of “Disability”) as if he were anour employee, and in the event of termination of Mr. Fogel’s employment as the Company,result of “Disability,” continuation for twelve months following termination of employment of group life and disability insurance benefits as 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.

Fogel were our employee.

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 agreement2017 Employment Agreement is held to constitute a "parachute payment"“parachute payment” under Section 280G of the Internal Revenue Code, the Companywe 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."“parachute payment” if such reduction would result in an increase in the aggregate payments and benefits to be provided to Mr. HustonFogel determined on an after tax basis. Concurrently with the 2017 Employment Agreement, Mr. Fogel also entered into a separate non-competition and non-solicitation agreement with the Company in February 2013us pursuant to which Mr. HustonFogel is subject to one-year non-competition and

THE PRICELINE GROUP INC. - 2017 Proxy Statement    53

---

Back to Contents

non-solicitation obligations following Mr. Huston'sFogel’s termination of employment with Booking.com.

40

---

us.

Equity Instruments

PSUs.

The PSUs granted to Mr. HustonFogel in March 20122016, 2015 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 20112014 provide for accelerated vesting upon a termination of service without "Cause,"“Cause,” a termination of service for "Good“Good Reason,"” or a termination of service as the result of death or "Disability."  If“Disability.” The number of shares to be delivered to Mr. Fogel would depend on the termination event (termination without cause/good reason/death/disability) and when it occurred.

•

Upon a termination of service without "Cause,"“Cause,” for "Good“Good Reason,"” or as the result of death or "Disability" occurs prior to“Disability” that does not occur coincident with or following a "Change“Change in Control," Mr. Huston will receive” the PSU performance multiplier would be applied to a pro-rata portion (based on the number of the RSUsfull months that had elapsed since January 1, 2016, 2015 or 2014 as of the date of termination.  his termination of service) of Mr. Fogel’s “target” PSU grant and could range from 0 to 2x, depending on our performance through the last fiscal quarter for which our financial results have been publicly reported.

•

If a "Change“Change in Control"Control” occurs prior to November 14, 2014,January 1, 2019, January 1, 2018 or January 1, 2017, as applicable, and Mr. HustonFogel’s service is terminated without "Cause,"“Cause,” for "Good“Good Reason,"” or as a result of death or "Disability"“Disability” coincident with or at any time following the effective date of the "Change“Change in Control,"” the RSUs will immediately vestPSU performance multiplier would be applied to a pro-rata portion (based on the number of full months that had elapsed since January 1, 2016, January 1, 2015 or January 1, 2014, as applicable, as of the effective date of the “Change in full.Control”) of Mr. Fogel’s “target” PSU grant and the performance multiplier could range from 0 to 2x, depending on our performance through the last fiscal quarter for which our financial results have been publicly reported; and Mr. Fogel would also receive a pro-rata portion of Mr. Fogel’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) without the application of the performance multiplier.

•

2013 Restricted Stock Units. The RSUs granted to

If a “Change in Control” occurs on or after January 1, 2019, January 1, 2018 or January 1, 2017, as applicable, and Mr. Huston in November 2013 provideFogel’s service is terminated without “Cause,” for accelerated vesting upon a termination without "Cause," a termination for "Good“Good Reason,"” or a termination as a result of death or "Disability." If a termination without "Cause," for "Good Reason,"“Disability” coincident with or asat any time following the result of death or "Disability" occurs prior to a "Change in Control," Mr. Huston will receive a pro-rata portioneffective date of the RSUs“Change in Control,” the PSU performance multiplier would be applied to Mr. Fogel’s “target” PSU grant and could range from 0 to 2x, depending on our performance through the 12th fiscal quarter completed since January 1, 2016, January 1, 2015 or January 1, 2014, as of the date of termination.applicable.

Mr. Soder

Finnegan

 

Employment Agreement

Termination without "Cause"“Cause” or for "Good“Good Reason."”

In the event of a termination of Mr. Soder'sFinnegan’s employment by the Companyus without "Cause"“Cause” (as defined in the agreement with Mr. Soder)Finnegan) or by Mr. SoderFinnegan for "Good Reason"“Good Reason” (as defined in the agreement), then Mr. SoderFinnegan 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

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; 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.our employee.

Termination as a Result of Death or "Disability." In the event of a termination of

Other.

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

41

---

us.

Equity Instruments

PSUs.

The PSUs granted to Mr. SoderFinnegan in March 2013, March 20122016, 2015 and March 2011,2014, respectively, would be treated in the same fashion as the PSUs held by Mr. BoydFogel described above under "Mr. Boyd“Mr. Fogel - Equity Instruments."”

Ms. Tans

Mr. Millones

Amended and Restated Employment Agreement

Ms. Tans served as President and Chief Operating Officer of our Booking.com brand until April 27, 2016. Effective April 27, 2016, Ms. Tans became Booking.com's Chief Executive Officer. Ms. Tans and Booking.com entered into an employment agreement dated February 19, 2015 in connection with Ms. Tans becoming Booking.com's Chief Operating Officer. The employment agreement 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 in the event of a termination by Ms. Tans and three months in the event of a termination by us. The agreement automatically terminates upon Ms. Tans reaching the pensionable age under an applicable pension

THE PRICELINE GROUP INC. - 2017 Proxy Statement    54

---

Back to Contents

agreement or under the General Old Age Pensions Act in the Netherlands (which is generally age 65). On May 19, 2016, Booking.com and Ms. Tans amended and restated the employment agreement in connection with her appointment as Booking.com's President and Chief Executive Officer. The amended and restated Employment Agreement is substantially similar to Ms. Tans' prior employment agreement, except that it provides for an increased annual base salary.

Termination without "Cause"“Cause.”

In the event of a termination of Ms. Tans’ employment by us without “Cause” (as defined in the agreement with Ms. Tans), Ms. Tans will be entitled to receive, among other things, in addition to her compensation accrued through the date of termination of her employment, severance compensation and benefits of one times her base salary (including holiday allowance) and target bonus (not to exceed a maximum of one times her annual base salary including holiday allowance). 

Other.

The employment agreement with Ms. Tans includes certain confidentiality, non-competition, and non-solicitation provisions. It also includes a commuting costs reimbursement not to exceed €200 per month.

Equity Instruments

PSUs.

As of December 31, 2016, with respect to accelerated vesting upon a termination of employment, the PSUs granted to Ms. Tans in March 2016, 2015 and 2014 would be treated in the same fashion as the PSUs held by Mr. Fogel described above under “Mr. Fogel - Equity Instruments.”

RSUs.

The RSUs granted to Ms. Tans in November 2015 provide for accelerated vesting upon a termination without “Cause” or a termination as a result of death or “Disability.” The RSUs granted to Ms. Tans in May 2016 provide that upon a termination without “Cause,” for “Good Reason,” or as the result of death or “Disability,” Ms. Tans will receive a pro-rata portion of the RSUs as of the date of termination.

Mr. Millones

Employment Agreement

Termination without “Cause” or for "Good“Good Reason."”

In the event of a termination of Mr. Millones'Millones’ employment by the Companyus without "Cause"“Cause” (as defined in the agreement with Mr. Millones) or by Mr. Millones for "Good Reason"“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 anour employee (in the event of a “Change in Control,” as defined in the Company.agreement, continuation of benefits is for two years following the termination of employment).

Termination as a Result of Death or "Disability."“Disability.”

In the event of a termination of Mr. Millones'Millones’ employment as a result of death or "Disability"“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'Millones’ dependents as if he were an employee of the Company;our employee; and

(3)

in the event of termination as a result of "Disability,"“Disability,” continuation for one year following termination of employment of group health, life and disability insurance benefits, as if he were our employee.

Other.

Mr. Millones’ employment agreement provides that, subject to certain limitations, if severance remuneration payable under the employment agreement is held to constitute an employeeexcess parachute payment under Section 280G of the Company.    

Other.Internal Revenue Code, we 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” if such reduction would result in an increase in the aggregate payments and benefits to be provided to Mr. Millones determined on an after tax basis. Mr. Millones entered into a separate non-competition and non-solicitation agreement with the Companyus in February 2013 pursuant to which Mr. Millones is subject to one-year non-competition and non-solicitation obligations following Mr. Millones'Millones’ termination of employment with the Company.

us.

Equity Instruments

PSUs.

The PSUs granted to Mr. Millones in March 2013, March 20122016, 2015 and March 2011,2014, respectively, would be treated in the same fashion as the PSUs held by Mr. BoydFogel described above under "Mr. Boyd“Mr. Fogel - Equity Instruments."

”

THE PRICELINE GROUP INC. - 2017 Proxy Statement    55

---

Back to Contents

42■

POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION

---

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 (except for Mr. Huston, who ceased to be our employee on April 27, 2016) in connection with (a) a termination of his or her employment upon specified events or (b) a change in control, assuming a $1,162.40$1,466.06 per share price for the Company'sour common stock (the closing market price on December 31, 2013)30, 2016). The amounts shown also assume that the termination or change in control was effective December 31, 2013,2016, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives.named executive officers. Therefore, amounts shown do not reflect, for instance, any changes to base salaries or bonus targets effective in 2014,2017, 2017 changes in the cost of health benefit plans, equity grants made in 20142017 or the unvested pro-rata portion of equity that vested subsequent toawards for which the performance or vesting period extends beyond December 31, 2013. In addition,2016. However, amounts shown do reflect incremental amounts due to the named executive officer upon or as a result of the specified event, and do not include amounts that were vested as of December 31, 2013.event. The actual amounts paid can only be determined at the time of the termination of the executive'snamed executive officer’s employment or a change in control. The terms "Cause," "Good“Cause,” “Good Reason,"” and "Disability"“Disability,” as applicable, have the meanings in the individual employment agreements or equity instruments described above. In the event of voluntary resignation or retirement where the person'sperson’s last date of employment was December 31, 2013,2016, the named executive officer would only receive his or her 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 accelerated vesting of any equity awards) in connection with his resignation. See EmploymentContracts,TerminationofEmploymentandChangeinControlArrangements above for 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		—		—		—		—		—
Pro Rated Bonus		—		—		—		—		—
Equity and Benefits:
Performance Share Units		—		—		—		—		—
Restricted Stock Units		5,695,643		5,695,643		5,695,643		—		5,695,643
Stock Options		—		—		—		—		—
Health & Welfare		—		—		—		—		—
Tax Gross-Up		—		—		—		—		—
Relocation		—		—		—		—		—
TOTAL:		5,695,643		5,695,643		5,695,643		—		5,695,643

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

(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.

43

THE PRICELINE GROUP INC. - 2017 Proxy Statement    56

---

Back to Contents

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		18,217,262		18,217,262		18,217,262		—		18,217,262
Restricted Stock Units		—		—		—		—		—
Stock Options		—		—		—		—		—
Health & Welfare(1)		17,932		17,932		17,932		—		—
Tax Gross-Up		—		—		—		—		—
TOTAL:		19,873,194		19,873,194		19,873,194		—		18,217,262
(1) Benefit amounts are based on 2016 annual premiums paid by us for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

Ms. Tans

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 ($)		Termination without “Cause” (non-Change in Control) ($)	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:
Severance:(1)
Base Salary and Target Bonus		976,500			976,500			976,500			—			—		1,308,416	1,308,416	1,308,416		—	—
Pro Rated Bonus		661,500			661,500			661,500			—			—		1,308,416	1,308,416	1,308,416		—	—
Equity and Benefits:
Performance Share Units		15,627,228			15,627,228			15,627,228			—			15,627,228		16,908,070	16,908,070	16,908,070		—	16,908,070
Restricted Stock Units		—			—			—			—			—		1,200,703	1,200,703	1,200,703		—	1,200,703
Stock Options		—			—			—			—			—		—	—	—		—	—
Health & Welfare(1)		17,506			17,506			17,506			—			—
Health & Welfare																—	—	—		—	—
Tax Gross-Up		—			—			—			—			—		—	—	—		—	—
Total:		17,282,734			17,282,734			17,282,734			—			15,627,228
TOTAL:																20,725,605	20,725,605	20,725,605		—	18,108,773
(1) Ms. Tans’ compensation is translated into U.S. Dollars using an average exchange rate of 1.10136 U.S. Dollars to 1 Euro.																(1) Ms. Tans’ compensation is translated into U.S. Dollars using an average exchange rate of 1.10136 U.S. Dollars to 1 Euro.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    57

---

Back to Contents

Mr. Fogel

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		1,370,250		1,370,250		1,370,250		—		—
Pro Rated Bonus		598,500		598,500		598,500		—		—
Equity and Benefits:
Performance Share Units		18,217,262		18,217,262		18,217,262		—		18,217,262
Restricted Stock Units		—		—		—		—		—
Stock Options		—		—		—		—		—
Health & Welfare(2)		17,932		17,932		35,865		—		—
Tax Gross-Up		—		—		—		—		—
TOTAL:		20,203,944		20,203,944		20,221,877		—		18,217,262
(1) Amounts are based on payments that would have been made pursuant to Mr. Fogel's employment contract effective during 2016, not the 2017 Employment Agreement. See “Employment Contracts, Termination of Employment and Change in Control Arrangements - Mr. Fogel” for more information. (2) Benefit amounts are based on 2016 annual premiums paid by us for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

(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.

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

(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.

44

---

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.

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	18,217,262	18,217,262	18,217,262		—	18,217,262
Restricted Stock Units	—	—	—		—	—
Stock Options	—	—	—		—	—
Health & Welfare(1)	17,932	17,932	35,865		—	17,932
Tax Gross-Up	—	—	—		—	—
TOTAL:	20,776,194	20,776,194	20,794,127		—	18,862,194
(1) Benefit amounts are based on 2016 annual premiums paid by us for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

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.

NotetothePotentialPaymentsUponaChangeinControland/orTerminationTablesAbove. Under applicable SEC rules, the Company iswe are required to estimate the potential payments to each of the named executive officers upon termination or change in control assuming the event occurred on December 31, 2013,2016, the last day of the Company'sour most recently-completed fiscal year. However, the payments to named executive officers could differ, in some instances materially, if the triggering event were to occur on or after January 1, 2014.

2017.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    58

---

Back to Contents

45■

EQUITY COMPENSATION PLAN INFORMATION

---

Equity Compensation Plan Information

The Company has

We have one primary equity compensation plan: the 1999 Omnibus Plan, as amended (the "Plan"“Plan”). In addition, in connection with the Company'sour acquisition of KAYAK Software Corporation in May 2013, theBuuteeq, Inc. in June 2014, OpenTable, Inc. in July 2014 and Rocket Travel, Inc. (“RocketMiles”) in March 2015, we assumed equity plans of those acquired companies (the “Assumed Company assumed the KAYAK Software Corporation 2012 Equity Incentive Plan (the "2012 KAYAK Plan"), the KAYAK Software Corporation 2005 Equity Incentive Plan (the "2005 KAYAK Plan") and the KAYAK Software Corporation 2004 Stock Incentive Plan (the "2004 KAYAK Plan" and collectively with the 2012 KAYAK Plan and the 2005 KAYAK Plan, the "KAYAK Plans"Plans”). The CompanyWe may continue to grant equity awards under certain of the 2012 KAYAK PlanAssumed Company Plans to KAYAK employees of the applicable acquired company and, subject to certain limitations, other employees of the Company and itsus or our other subsidiaries. The 2012 KAYAK Plan has terms that are substantially similar to those of the Plan. Under the terms of the Plan and the 2012 KAYAK Plan, the Compensation Committee of the Board of Directors is grantedhas broad authority to, among other things, grant equity awards and determine the terms, conditions and restrictions relating to those equity awards.

awards under the Plan and the Assumed Company Plans.

The table below presents information as of December 31, 20132016 regarding the Plan and the KAYAKAssumed Company Plans:

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (#)		Weighted-average exercise price of outstanding options, warrants and rights(2) ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities as reflected in the first column)(3) (#)
Equity Compensation plans approved by security holders
1999 Omnibus Plan		0		0.00		2,292,522
Equity Compensation plans not approved by security holders
2005 KAYAK Plan(4)		41,286		316.94		—
2012 KAYAK Plan(4)		1,511		348.35		2,680
Buuteeq Plan(5)		1,789		242.44		2,427
OpenTable Plan(6)		4,819		825.79		99,040
RocketMiles Plan(7)		328		230.37		3,490
TOTAL:		49,733				2,400,159
(1) Excludes an aggregate of 656,216 unvested RSUs and unvested PSUs outstanding at December 31, 2016, consisting of 531,086 unvested shares under the 1999 Omnibus Plan, 28,265 shares under the 2012 KAYAK Plan, and 96,865 under the OpenTable Plan. (2) The weighted-average exercise price does not apply to PSUs or RSUs because there is no exercise price associated with such awards. (3) With respect to PSUs, this column assumes that the maximum number of shares underlying the PSUs will be issued at the end of the relevant performance periods, and therefore all such shares have been excluded. As of December 31, 2016, the actual number of shares to be issued, if any, had not been determined and will be determined based on the relevant performance criteria over the applicable performance periods. (4) The assumed KAYAK plans include the KAYAK Software Corporation 2012 Equity Incentive Plan and the KAYAK Software Corporation 2005 Equity Incentive Plan (the “2005 KAYAK Plan”). No further grants may be made under the 2005 KAYAK Plan, although the stock options shown in the table were outstanding as of December 31, 2016. (5) The assumed Buuteeq plan is the Buuteeq, Inc. Amended and Restated 2010 Stock Plan. (6) The assumed OpenTable plan is the OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan. (7) The assumed RocketMiles plan is the Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    59

---

Back to Contents

■

2016 NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS

Plan Category		Number of securities  to be issued upon  exercise of outstanding  options, warrants and  rights(1)			Weighted-average  exercise price of  outstanding  options, warrants  and rights(2)			Number of securities  remaining available for  future issuance under  equity compensation  plans (excluding securities  reflected in the first  column)
Equity Compensation plans approved by security holders
1999 Omnibus Plan		9,000			$22.55			2,807,340
Equity Compensation plans not approved by security holders
2004 KAYAK Plan(3)		1,446			$17.75			—
2005 KAYAK Plan(3)		118,272			$311.65			—
2012 KAYAK Plan		13,904			$616.91			31,946
Total:		142,622			$242.22			2,839,286

(1)

Excludes an aggregate of 615,512 unvested RSUs and unvested PSUs outstanding at December 31, 2013.  With respect to PSUs, this table assumes that the maximum number of shares underlying the PSUs will be issued at the end of the relevant performance periods. As of December 31, 2013, the actual number of shares to be issued, if any, had not been determined and will be determined based on the relevant performance criteria over the applicable performance periods.

(2)	The weighted-average exercise price does not apply to PSUs or RSUs because there is no exercise price associated with such awards.

(3)	No further grants may be made under either the 2004 KAYAK Plan or the 2005 KAYAK Plan, although the stock options shown in the table were outstanding as of December 31, 2013.

2013 Non-Employee Director Compensation and Benefits

Directors

For 2016, directors who arewere also our employees of the Company receivereceived no additional compensation for serving on theour Board. Mr. Boyd earned compensation for serving as Chairman of our Board and as a non-employee director on our Board from January 2016 to April 2016, but following his appointment as our Interim Chief Executive Officer and President effective April 27, 2016, he did not receive additional compensation for serving on our Board. See Compensationof Directors.

NamedExecutiveOfficers-SummaryCompensationTable for more information regarding compensation paid to Mr. Boyd in 2016.

Non-Employee Director Compensation Program.Program

2016Program

In consultation with Mercer, the Compensation Committee'sCommittee’s outside compensation consultant, the Compensation Committee and the Board have approved the compensation program for the non-employee members of the Board. Non-employeeUnder the program as in effect in 2016, non-employee directors receivereceived an annual cash retainer of $50,000 and an annual restricted stock unit (RSU) award representing shares of common stock valued at approximately $250,000$260,000 on the date of grant (in 2013,2016, this resulted in RSUs representing 359204 shares of common stock being granted to each non-employee director)director in May 2016). TheThese RSUs vest on the day after the one-year anniversary of the date of grant; thegrant, and vesting of the RSUs will accelerate upon a change in control of the Company or if the director's service on the Board terminates as a result of the director's death or disability.

In addition, the Compensation Committee determined to move the grant date for non-employee director RSU awards closer to the date of our annual meeting of stockholders to more closely track each director's term of office. As a result, in March 2016 (the vesting date for the 2015 non-employee director RSU awards), each non-employee director received an interim pro-rata RSU award to cover the period from March 2016 to May 2016, which was valued at approximately $65,000 on the date of grant and resulted in RSUs representing 50 shares of common stock being granted to each non-employee director in March 2016. These interim RSUs vested in full immediately prior to our 2016 annual meeting of stockholders.

In addition, members of the Audit Committee and members of the Compensation Committee 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 receive an additional $5,000$10,000 annual cash retainer. Further, the chairperson of the Audit Committee receives an additional

46

---

cash retainer of $20,000, and the chairperson of the Compensation Committee and the chairperson of the Nominating and Corporate Governance Committee each receives an additional $10,000 annual cash retainer.

Additional compensation, if any, for service on temporary or special Board committees will be determined from time to time by the Board or the Compensation Committee if such committees are formed.

Mr. Guyette served as the Lead Independent Director in 2013.2016. The Lead Independent Director receives an additional annual cash retainer of $25,000. In 2013,$30,000. Mr. Boyd served as the Chairman of the Board. As an executive officer of the Company during 2013, Mr. Boyd did not receive additional compensation for his service as Chairman of the Board or as a member of the Board of Directors. Beginning in 2014, Mr. Boyd, as2016. As Chairman of the Board, willMr. Boyd was entitled to receive an additional annual cash retainer of $25,000 and an additional annual restricted stock unitRSU award representing shares of common stock valued at approximately $110,000 on the date of grant. AdditionalFollowing his appointment as our Interim Chief Executive Officer and President effective April 27, 2016, Mr. Boyd did not receive additional compensation if any, for serving as our Chairman or for his service as a member of our Board. As a result, for his service from January 2016 to April 2016 Mr. Boyd received an additional cash retainer of $8,333 and an RSU award in March 2016 representing shares of common stock valued at approximately $92,500 on temporary or special Board committees will be determined when and if such committees are formed.

The Company reimbursesthe date of grant.

We reimburse non-employee directors for all travel and other expenses incurred in connection with attending Board and committee meetings.

2017Program

In consultation with Mercer, the Compensation Committee generally reviews the non-employee director compensation program every two years and, if it deems appropriate, makes recommendations to the Board regarding adjustments to the program. After its biennial review at the end of 2016 and beginning of 2017, the Compensation Committee recommended, and the Board approved, changes to the non-employee director compensation program effective January 1, 2017. These changes increased: (a) the annual RSU award to shares valued at approximately $265,000; (b) the annual cash retainer received by each non-employee director to $60,000; (c) the additional annual cash retainer for the Lead Independent Director to $40,000; (d) the additional annual cash retainer received by members of the Audit Committee to $20,000; and (e) the additional annual cash retainer for the chairpersons of each of the Compensation Committee and the Nominating and Corporate Governance Committee to $15,000.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    60

---

Back to Contents

The Company'sfollowing table shows compensation earned during 2016 by all non-employee directors serving at any time during fiscal 2016.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Option Awards ($)	All Other Compensation ($)	Total ($)
Tim Armstrong	65,000	324,844	—	—	389,844
Howard W. Barker, Jr.(4)	39,583	65,152	—	—	104,735
Jeffery H. Boyd(5)
Jan L. Docter	56,455	324,844	—	—	381,299
Jeffrey E. Epstein	80,000	324,844	—	—	404,844
James M. Guyette	115,000	324,844	—	—	439,844
Charles H. Noski	76,667	324,844	—	—	401,511
Nancy B. Peretsman	60,000	324,844	—	—	384,844
Thomas E. Rothman	60,000	324,844	—	—	384,844
Craig W. Rydin	90,000	324,844	—	—	414,844
Lynn M. Vojvodich	52,177	324,844	—	—	377,021
(1) This column reports the amount of cash compensation earned in 2016 for Board and committee service. (2) This column represents the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, please refer to Notes 2 and 3 of our Consolidated Financial Statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized by the non-employee directors. (3) As of December 31, 2016, our non-employee directors had the following outstanding equity awards: • Tim Armstrong: RSUs for 959 shares (which includes 755 vested shares the receipt of which has been deferred by Mr. Armstrong for tax planning purposes); • Jan L. Docter: RSUs for 204 shares; • Jeffrey E. Epstein: RSUs for 4,247 shares (which includes 4,043 vested shares the receipt of which has been deferred by Mr. Epstein for tax planning purposes); • James M. Guyette: RSUs for 204 shares; • Charles H. Noski: RSUs for 413 shares (which includes 209 vested shares the receipt of which has been deferred by Mr. Noski for tax planning purposes); • Nancy B. Peretsman: RSUs for 1,276 shares (which includes 1,072 vested shares the receipt of which has been deferred by Ms. Peretsman for tax planning purposes); • Thomas E. Rothman: RSUs for 959 shares (which includes 755 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes); and • Craig W. Rydin: RSUs for 1,067 shares (which includes 863 vested shares the receipt of which has been deferred by Mr. Rydin for tax planning purposes); and • Lynn M. Vojvodich: RSUs for 204 shares. (4) Mr. Barker retired from our Board effective June 2, 2016 (the date of our 2016 annual stockholders’ meeting). As previously agreed with us, effective as of such date he accepted the cancellation of an RSU grant with a value of $259,692 granted to him on May 30, 2016. (5) Mr. Boyd became our Interim Chief Executive Officer and President effective April 27, 2016, and did not receive non-employee director compensation thereafter. See “Compensation of Named Executive Officers - Summary Compensation Table” for information regarding compensation, including non-employee director compensation, paid to Mr. Boyd in 2016.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    61

---

Back to Contents

Non-EmployeeDirector Stock Ownership Guidelines

Our Stock Ownership Guidelines require that each non-employee director own shares of the Company'sour common stock in an amount equal to or exceeding the lesser of 2,500 shares or shares valued at $350,000.

Because the shares are fully vested and the director bears the economic risk of ownership (only delivery of the shares has been deferred), our Stock Ownership Guidelines consider vested stock-based equity awards that non-employee directors have properly elected to defer in accordance with the terms of their grant agreements and applicable law to be owned by the director under and for the purposes of our Stock Ownership Guidelines. We believe that allowing deferred shares to be counted for purposes of our Stock Ownership Guidelines has the additional benefit of acting as a holding period restriction as any deferred shares will not be delivered to the director until 60 or 90 days after termination of his or her Board service, depending on the terms of the deferral program in place at the time of the deferral. See SecurityOwnershipofCertainBeneficialOwnersandManagement on page 28 for more details regarding stock ownership by our non-employee directors. The following table shows compensation earned during 2013sets forth the number of shares deemed owned by each non-employee director as of March 31, 2017 for purposes of our Stock Ownership Guidelines.

Name	Number of Shares Required to be Owned under Our Stock Ownership Guidelines – the Lesser of:	Number of Shares Deemed Owned as of March 31, 2017(1)	Shares Valued Above $350,000 (Yes/No)(2)
Tim Armstrong	2,500 shares or shares valued at $350,000	805	Yes
Jan L. Docter	2,500 shares or shares valued at $350,000	6,000	Yes
Jeffrey E. Epstein	2,500 shares or shares valued at $350,000	9,291	Yes
James M. Guyette	2,500 shares or shares valued at $350,000	2,237	Yes
Charles H. Noski	2,500 shares or shares valued at $350,000	259	Yes
Nancy B. Peretsman	2,500 shares or shares valued at $350,000	4,422	Yes
Thomas E. Rothman	2,500 shares or shares valued at $350,000	805	Yes
Craig W. Rydin	2,500 shares or shares valued at $350,000	1,309	Yes
Lynn M. Vojvodich	2,500 shares or shares valued at $350,000	50	No(3)
(1) See Security Ownership of Certain Beneficial Owners and Management on page 28 for certain details relating to beneficial stock ownership, calculated in accordance with SEC rules. (2) Based on the closing share price of $1,779.97 on March 31, 2017. (3) Ms. Vojvodich joined the Board on January 1, 2016 and, as a result, will be permitted to reach the ownership guidelines over time.

The closing price of our common stock on March 31, 2017 was $1,779.97 and therefore, as a result, all non-employee directors serving at any time during fiscal 2013.

(other than Ms. Vojvodich) met the holding requirements of our Stock Ownership Guidelines for non-employee directors as of March 31, 2017.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    62

---

Back to Contents

■

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Director Compensation
Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Option Awards ($)		All Other Compensation   ($)		Total ($)
Tim Armstrong	65,000		249,728		—		—		314,728
Ralph M. Bahna (4)	27,500		249,728		—		—		277,228
Howard W. Barker, Jr.	90,000		249,728		—		—		339,728
Jan L. Docter	50,000		249,728		—		—		299,728
Jeffrey E. Epstein	80,000		249,728		—		—		329,728
James M. Guyette	110,000		249,728		—		—		359,728
Nancy B. Peretsman	50,000		249,728		—		—		299,728
Thomas E. Rothman	55,000		249,728		—		—		304,728
Craig W. Rydin	90,000		249,728		—		—		339,728

(1)	This column reports the amount of cash compensation earned in 2013 for Board and committee service.

(2)

This column represents the aggregate grant date fair 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 the year ended December 31, 2013, included 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 by the non-employee directors.

(3)	As of December 31, 2013, the Company's non-employee directors (excluding Mr. Bahna, who was not a director on December 31, 2013 and who did not have any outstanding equity awards at that date) had the following outstanding equity awards:

Tim Armstrong: RSUs for 359 shares;

Howard W. Barker, Jr.: RSUs for 3,647 shares (including deferred RSUs for 3,171 shares);

Jan L. Docter: RSUs for 476 shares;

Jeffrey E. Epstein: options to purchase 6,000 shares and RSUs for 3,647 shares (including deferred RSUs for 3,171 shares);

James M. Guyette: RSUs for 476 shares;

Nancy B. Peretsman: RSUs for 1,339 shares (including deferred RSUs for 863 shares);

Tom Rothman: RSUs for 359 shares; and

Craig W. Rydin: RSUs for 1,688 shares (including deferred RSUs for 1,212 shares).

(4)	Mr. Bahna retired from the Board of Directors effective as of the 2013 annual meeting of stockholders.

47

---

Compensation Committee Interlocks and Insider Participation

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 Companyus or had any related person transaction required to be disclosed in which the Company waswe were a participant during the last fiscal year. In addition, nonone of our executive officer of the Companyofficers serves on the compensation committee or board of directors of a company for which any of the Company'sour directors serves as an executive officer.

■

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 participateswe participate 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'sOur 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'sour directors and executive officers;

•

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

•

communications made directly by the related person to the General Counsel.Counsel; and

•

periodic internal reviews by management.

As required under SEC rules, transactions in which the Company participateswe participate and in which any related person has a directordirect or indirect material interest and the amount involved exceeds $120,000 are disclosed in the Company'sour 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'sperson’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;us;

•

whether the transaction would impair the judgment of a director or executive officer to act in theour best interest of the Company;interest; 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'sour Corporate Governance Principles, which is available on the Company'sour corporate website (www.pricelinegroup.com)(www.pricelinegroup.com) under the tab "For“For Investors."”

THE PRICELINE GROUP INC. - 2017 Proxy Statement    63

---

Back to Contents

■ PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

48

---

PROPOSAL 2

Ratification of Selection of

Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of theour independent external auditregistered public accounting firm (independent auditor) retained to audit the Company'sour financial statements. TheDeloitte & Touche LLP has audited our financial statements since July 1997. After taking into account its assessment of Deloitte & Touche LLP's prior service to us, the Audit Committee has selected Deloitte & Touche LLP as the Company'sour independent registered public accounting firmauditor for the fiscal year ending December 31, 2014. The Audit Committee is responsible for the audit fee negotiations associated with the Company's retention of Deloitte & Touch LLP.2017. In order to assureensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm.auditor, and the advisability and potential impact of selecting a different independent auditor. Further, in conjunction with the mandated rotation of the audit firm'sindependent auditor's lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of Deloitte & Touche LLP'sLLP’s new lead engagement partner. The Company isWe are submitting the Audit Committee'sCommittee’s selection of our 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 representativesRepresentatives 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

Our By-Laws do not require that the stockholders ratify the selection of the Company'sour independent registered public accounting firm.auditor. However, the Company iswe are submitting the selection of Deloitte & Touche LLP to theour stockholders for ratification as a matter of good corporate practice.governance. Although the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the Company'sour independent external auditor is in theour best interests and those of the Company and itsour stockholders, if theour stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even 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.

year.

With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the Company'sour independent auditorsregistered public accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter.

The Board of Directors recommends a vote FOR Proposal 2.

49

     TheBoardofDirectorsrecommendsavoteFORProposal2.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    64

---

Back to Contents

■

Report of

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

We, the Audit Committee of the Board of Directors

of The Audit Committee hasPriceline Group Inc., have 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 hasfirm (independent auditor). We have the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company's independent registered public accounting firm. Theauditor. Our specific duties and responsibilities of the Audit Committee are described in theour charter, of the Audit Committee, which is available on the Company's corporate website (www.pricelinegroup.com)(www.pricelinegroup.com) under the tab "For“For Investors."” We review the charter annually and work with the Board to amend it as appropriate to reflect the evolving role of the Audit Committee. The Board has determined that each member of the Audit Committeeus is an independent director based on The NASDAQ Stock Market'sMarket’s listing rules and that each member of the Audit Committeeus also satisfies the SEC'sSEC’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 and Charles H. Noski is an "audit“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 U.S. generally accepted accounting principles. The Company's independent auditors areauditor, Deloitte & Touche LLP, is 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"(“PCAOB”) and to issue a report thereon. The Audit Committee's responsibility is to oversee and review these processes.processes, and it relies on the expertise and knowledge of management, the internal auditor and the independent auditor in carrying out that role. 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 eight times in 2013.

Review2016. Additional information regarding the Audit Committee's activities can be found above under CommitteesoftheBoardofDirectors on page 24 and Discussions with Management

Board'sOversightofRisk on page 26.

The Audit Committee has reviewed and discussed with management and the independent auditor the Company's audited financial statementsquarterly earnings press releases and periodic reports for the year ended December 31, 20132016, including the Company's 2016 audited financial statements and related annual report on Form 10-K, filed with the Company's management.

ReviewSecurities and Discussions with Independent Accountants

Exchange Commission (SEC). The Audit Committee hasalso reviewed and discussed with management, the internal auditor and the independent auditor management's assessment of the effectiveness of the Company's internal control over financial reporting. In connection with such discussions, the Company's independent auditor addressed the matters required to be discussed with the Audit Committee by applicable PCAOB standards and SEC rules and regulations.

We have 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

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

We also assessed Deloitte & Touche LLP’s performance as independent auditor during 2016, including the performance of the lead audit engagement partner and the audit team. We reviewed a variety of indicators of audit quality relating to Deloitte & Touche LLP including:

•

the quality and candor of its communications with us and management;

•

how effectively it maintained its independence and employed independent judgment, objectivity and professional skepticism;

•

the quality of insight demonstrated in its review of the Company's management.assessment of internal control over financial reporting and remediation of control deficiencies;

•

available external data about quality and performance, including reports by the PCAOB and Deloitte & Touche LLP's response to those reports;

Conclusion

•

the appropriateness of its fees, taking into account the Company's size and complexity and the resources necessary to perform the audit; and

•

its tenure as the Company's independent auditor and knowledge of the Company's global operations, accounting policies and practices, and internal control over financial reporting.

As a result of our evaluation, we concluded that the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017 is in the best interests of the Company and its stockholders.

Based on the review and discussions referred to above, and the Audit Committee'sCommittee’s review of the representations of management and the report of the independent registered public accounting firm,auditor, the Audit Committee recommended to the Board that the Company'sour audited consolidated financial statements and management'smanagement’s assessment of internal control over financial reporting be included in the Company'sour Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

2016.

SUBMITTEDBYTHEAUDITCOMMITTEE

SUBMITTED BY OFTHE AUDIT COMMITTEE

BOARDOF THE BOARD OF DIRECTORS

Howard W. Barker, Jr.,Charles H. Noski, Chairman

Jan L. Docter
Jeffrey E. Epstein

Craig W. Rydin

THE PRICELINE GROUP INC. - 2017 Proxy Statement    65

---

Back to Contents

50■

AUDITOR INDEPENDENCE

---

Auditor Independence

Deloitte & Touche LLP is the Company'sour independent registered public accounting firm.firm (independent auditor). The approximate aggregate fees billed for professional services by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, "Deloitte"“Deloitte”) in 20132016 and 20122015 were as follows:

Type of Fees		2016 ($)		2015 ($)
Audit Fees		5,300,000		4,900,000
Audit Related Fees		397,000		114,000
Tax Fees		479,000		270,000
All Other Fees		5,200		5,200

•

Audit Fees.Fees. The aggregate fees billed for professional services rendered by Deloitte for the audit of the Company'sour consolidated financial statements included in Form 10-K, review of financial statements included in Form 10-Qs and audit of management'smanagement’s assessment of internal controls, for services related to debt offerings, equity offerings and acquisitions, and for services that are normally provided by the accountantindependent auditor in connection with statutory and regulatory filings or engagements, were approximately $3.4 million for the year ended December 31, 2013 and approximately $2.0 million for the year ended December 31, 2012.engagements.

•

AuditRelatedFees.The aggregate fees billed for assurance and related services by Deloitte that are reasonably related to the performance of the audit or review of the Company'sour financial statements and are not reported under "Audit Fees" above were approximately $137,000 for the year ended December 31, 2013 and approximately $489,000 for the year ended December 31, 2012. Audit related services included“Audit Fees,” which include services for matters such as audits of employee benefit plans, debt offerings, equity offerings, acquisitionsconsultation fees related to accounting matters, and other domestic services.certain agreed-upon procedure attestation reports.

•

Tax Fees.Fees. The aggregate fees billed for professional services rendered by Deloitte for tax compliance, tax advice and tax planning, were approximately $76,000 for the year ended December 31, 2013 and approximately $217,000 for the year ended December 31, 2012. Tax related services includedwhich include preparation and review of tax returns and consultation related to tax strategies and planning, compliance and state and local tax regulatory matters covering income tax, employee benefit plan tax, and non-income based tax matters.

•

AllOtherFees.The aggregate fees billed for other services rendered by Deloitte were approximately $2,000 for the year ended December 31, 2013, and relate to a licenselicenses obtained for an online accounting research tool. There were no fees billed by Deloitte for other services rendered during the year ended December 31, 2012.

•

Pre-ApprovalPoliciesandProcedures.The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit work performed by Deloitte. All audit related services, tax services and other services must be pre-approved by the Audit Committee or the Chair of the Audit Committee. In accordance with the Company'sour policy and applicable SEC rules and regulations, the Audit Committee or its chairperson pre-approves all audit related services, tax services and other services provided to the Companyus by Deloitte ("(“Auditor Services"Services”). Pre-approval is detailed as to the particular service or category of services. If Auditor Services are required prior to a regularly scheduled Audit Committee meeting, the Audit Committee chairperson is authorized to approve such services, provided that they are consistent with the Company'sour policy and applicable SEC rules and regulations, and that the full Audit Committee is advised of such services at the next regularly scheduled Audit Committee meeting. Deloitte and management periodically report to the Audit Committee regarding the extent of the Auditor Services provided by Deloitte in accordance with this pre-approval, and the fees for the Auditor Services performed to date. All audit related services, tax services and other services described above were pre-approved by the Audit Committee whichor the Audit Committee’s chairperson, and the Audit Committee concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.firm’s independence.

51

THE PRICELINE GROUP INC. - 2017 Proxy Statement    66

---

PROPOSAL 3

Advisory VoteBack to Approve Executive CompensationContents

■ PROPOSAL 3

ADVISORY VOTE TO APPROVE 2016 EXECUTIVE COMPENSATION

At the Company's 2013our 2016 annual meeting of stockholders, more than 97%97.8% of the shares votedpresent and entitled to vote (which includes abstentions but not broker non-votes) were castvoted in support of the Company'sour executive compensation program, which has remained substantially unchanged. In addition, at theunchanged for many years. Since 2011, annual meeting of stockholders the Company's stockholders supported an annual frequency for this advisory vote. In light of the voting results, and consistent with the Board's prior recommendation to the Company's stockholders, the Board has determined that, until the next required stockholder vote on frequency of future advisory votes on the Company's executive compensation or until the Board of Directors determines that such vote will be conducted at a different frequency, the Company will seekwe have sought advisory approval of itsour executive compensation on an annual basis. This non-binding advisory vote is being provided as required pursuant to Section 14A of the Exchange Act and applicable SEC rules. Accordingly, the Board is submitting this non-binding stockholder vote to approve the Company'sour executive compensation for 20132016 as described in this proxy statement (commonly referred to as "say-on-pay"“say-on-pay”)., by approving the following resolution.

"

“RESOLVED, that the compensation paid to the Company'sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."”

This non-binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote. Although this vote is non-binding, the Board and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions.

As described in detail under CompensationDiscussionandAnalysis, the Company's our compensation program is designed to attract, motivate and retain highly talented individuals at all levels of the global organization and incentivize decision making and management focus that is designed to enhance long-term stockholder value. The Company believesWe believe that itsour compensation program, with its balance of short-term incentives (including performance basedperformance-based cash bonus awards) and long-term incentives (including performance basedperformance-based equity awards that vest after three years), and share ownership guidelines reward sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the CompensationDiscussionandAnalysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the 2016 compensation paid to the Company'sour named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    67

---

Back to Contents

■ PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, this year we are providing stockholders with an advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years. The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the Board’s recommendation. Stockholders will be considered to have expressed a preference for the frequency if one of the alternatives of every year, every two years or every three years receives the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. Abstentions will have the same effect as a vote against each of the three alternatives and broker non-votes will not affect the outcome of the vote.

In 2011, the Board recommended, and stockholders supported, an annual (i.e., one year frequency) advisory vote on executive compensation. Accordingly, the Board determined that such vote would be conducted on an annual basis, which we have done since 2011. The Board continues to believe that an annual vote is appropriate and recommends that you select “one year” as the desired frequency of the advisory vote on executive compensation. In making this recommendation, our Board considered that an annual advisory vote on executive compensation allows our stockholders to provide us with their input on our executive compensation program as disclosed in our proxy statement each year, which feedback our Board and Compensation Committee value highly, and is consistent with other corporate governance measures such as the annual election of our directors and the annual ratification of the selection of our independent registered public accounting firm. Although this advisory vote on the frequency of future advisory votes on executive compensation is non-binding, the Board and the Compensation Committee will take into account the outcome of the vote when considering and determining the frequency of future advisory votes on executive compensation.

52

The Board of Directors recommends that you select ONE YEAR as the desired frequency of future advisory votes on executive compensation.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    68

---

Back to Contents

■ PROPOSAL 5

STOCKHOLDER PROPOSAL CONCERNING SPECIAL MEETINGS

PROPOSAL 4

Stockholder Proposal Concerning Stockholder Action by Written Consent

Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of not less than 10 shares of the Company’s common stock, has given notice that he intends to present the following proposal at the Annual Meeting:

Proposal 4 5- Right to Act by Written Consent

SpecialShareownerMeetings

Resolved, Shareholders request thatShareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of directors undertake such steps as may15% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.

Dozens of Fortune 500 companies allow 10% of shares to call a special meeting and this proposal is only asking that 15% of our shares be necessaryenabled to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action atcall a meeting at which all shareholders entitledspecial meeting. Special meetings allow shareowners to vote thereon were presenton important matters, such as electing new directors that can arise between annual meetings. Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and voting.issues may become moot by the next annual meeting. This written consent is toimportant because there could be consistent with giving shareholders15-months or more between annual meetings.

This proposal is particularly important because we do not have the fullest poweropportunity to act by written consent in accordance with applicable law. This includes shareholder ability to initiate any topicconsent. More than 100 Fortune 500 companies provide for written consent consistent with applicable law.

Wet Seal (WTSLA) shareholders successfully used written consent to replace certain underperforming directors. This proposal topic also won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. This proposal empowers shareholders by giving shareholders the ability to effect change without being forced to wait until the next annual meeting.

This proposal should also be more favorably evaluated due to our company’s clear improvable corporate governance performance as reported in 2013:

GMI Ratings, an independent investment research firm, rated Priceline D in executive pay - $65 million for Jeffery Boyd. Priceline could give long-term incentive pay to Mr. Boyd for below-median performance and there was the potential for excessive golden parachutes. Unvested equity pay would not lapse upon CEO termination. GMI rated Priceline D for accounting. There were forensic accounting ratios related to revenue recognition that had extreme values either relative to industry peers or to our company’s own history. GMI also expressed concern with related party transactions at Priceline.

GMI said other limits on shareholder rights included:

Our board’s unilateral ability to amend our company’s bylaws without shareholder approval

Lack of fair price provisions to help insure that all shareholders are treated fairly

Limits on the right of shareholders to convenecall special meetings and to act by written consent. If our management adopts this proposal it will be one sign that management values our shareholder input. Please vote to enhance shareholder value.

BoardofDirectorsStatementinOppositiontoProposal5.

TheBoardofDirectorsRecommendsaVoteAGAINSTthisProposal5.

Our certificate of incorporation currently provides that stockholders holding in the aggregate 25% or more of our outstanding stock can call a special shareholdermeeting. At our 2009 annual meeting,

The absence our stockholders approved the amendment of cumulative voting rights

Priceline had been flagged for its failureour certificate of incorporation to establish specific environmental impact reduction targets,add this provision after a critical practice for any company operating inmajority of our stockholders approved a high environmental impact industry that is committed to its own long-term sustainability.

Returningproposal similar to the core topic of this proposal fromone above at our 2008 annual meeting. We selected the context of our clearly improvable corporate governance, please vote to protect shareholder value:

Right to Act by Written Consent - Proposal 4

53

---

Board of Directors Statement in Opposition to Proposal 4.

The Board of Directors Recommends a Vote AGAINST this Proposal 4.

First in 201125% threshold after consultation with numerous stockholders and then again in 2012, the proponent submitted substantially similar proposals that were rejectedcareful consideration by the Company’s stockholders.Board, and at the 2009 meeting our stockholders approved this threshold and rejected a proposal by the same proponent to set the threshold at 10%. At our 2010 annual meeting, our stockholders rejected a proposal brought by the same proponent to lower the threshold to call a special stockholder meeting from 25% to 10%. In both cases the Board of Directors carefully considered the proposals and whether any actual or perceived benefits of permitting stockholder action by written consent in lieu ofsetting the threshold for stockholders to call a special meeting at 10% outweighed the significant dangers and potentially serious negative consequences to both the Companyus and itsour stockholders associated with stockholder action by written consent.a lower threshold. In both cases,each case, the Board of Directors recommended stockholders vote against the proposal and our stockholders agreed. In our engagement with stockholders since then, our current 25% threshold has not been raised as a concern, and the proponent has offered no explanation as to why he now believes a 15% threshold is in the best interests of all stockholders.

The Board of Directors has carefully reviewed and considered this Proposal 4,5, again weighing any potential benefits against the significant dangers and potentially serious negative consequences to both the Companyus and itsour stockholders associated with stockholder action by written consent,lowering the threshold for stockholders to call a special meeting to 15%, as well as, among other things, the Company’sour overall corporate governance practices and specific circumstances, the existing 25% threshold to call special meetings that has been in place for almost eight years, the ability of the Company’sour stockholders to act at annual meetings, and to call special meetings of stockholders, and the recent and consistent votes of the Company’sour stockholders on this issuethe proponent’s substantially similar proposals in 20112009 and 2012.

2010.

After due consideration, the Board of Directors continuesbelieves that lowering the threshold for stockholders to believe that this Proposalcall a special meeting from 25% to permit stockholder action by written consent15% is not in the best interests of the Companyus or itsour stockholders. PermittingOur certificate of incorporation and By-Laws already permit our stockholders to actsubmit matters to a vote of stockholders at annual and special meetings, and our existing special meeting rights were set at a level that was selected following extensive stockholder engagement and which reflects market standards. According to published reports, 70% of Delaware S&P 500 companies with special meeting rights have a threshold set at 25% or above, and approximately 37% of S&P 500 companies do not permit their stockholders to call special meetings at all. These existing stockholder rights are complemented by written consent is not necessary to protect stockholder interests given our numerous corporate governance practices already in place andto protect stockholder interests. The change set forth in Proposal 4 may instead harm stockholderthe interests by compromising stockholder democracy, circumventing advantages provided by stockholder meetingsof our stockholders generally and creating confusion and wasting Companywaste company resources.

As amply demonstrated by the Company’sour corporate governance structure and practice, the Board of Directors believes in and is committed to good corporate governance and in providing stockholders with meaningful access to management and the Company. The Company hasBoard. We have adopted a number of sound corporate governance practices that are designed to ensure that the Company remainswe remain transparent and accountable to itsour stockholders, several of which are summarized below:

Annual Meetings. At each annual meeting of stockholders, stockholders have the ability to vote on important matters that are presented at the meeting, including the annual electionfollowing:

•

Annual Election of all of the Company’s directors.

Special Meetings. If important matters arise between annual meetings of stockholders, the Company’s certificate of incorporation provides that the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the Board of Directors or stockholders holding at least twenty-five percent (25%) of the Company’s shares may call a special meeting of stockholders. If properly called, a special meeting of stockholders would provide all stockholders an opportunity to debate and vote on matters outside the annual meeting cycle. This twenty-five percent (25%) threshold for stockholders to call a special meeting was approved by the Company’s stockholders at the 2009 annual meeting and is less than the percentage that would be required to effect action by written consent under this Proposal 4.

No Supermajority Voting Provisions. The Company’s certificate of incorporation and By-Laws contain no supermajority voting provisions.

Directors; No Classified Board. The Company does not have a classified boardBoard.

•

Existing Right of directors. All directors are elected by the stockholders each year.Stockholders to Call Special Meetings.

•

Majority Vote Standard. The Company has a majority vote standard in uncontested elections of directors, which means that directors will only continue to serve if they receive the support of a majority of shares cast. for Director Elections.

•

Proxy Access.

Director Nominees. Stockholders have the ability to recommend to the Company’s Nominating and Corporate Governance Committee potential nominees for election to the Board of Directors, which would be considered by the Committee in accordance with standards and procedures that the Company adopted. Stockholders also have the opportunity to nominate individuals for election to the Board of Directors pursuant to our By-Laws and Delaware law.

•

No Super-majority Voting Provisions.

•

Board Communications. The Company continues to maintain its existing corporate governance mechanisms, including those described above in “Corporate Governance - Communications with the Board of Directors,” that afford all stockholders, regardless of the level of share ownership, the ability to contact any of the Company’s directors, a committee of the Board of Directors, the Board of Directors’ non-employee directors as a group, or the Board of Directors as a whole with any comments or concerns.

No Poison Pill. The Company does not have a stockholder rights plan (commonly known as a “poison pill”) in place.Pill.

•

Split Chairman and CEO Positions.

54•

Lead Independent Director.

---

•

Annual Advisory Vote on Executive Compensation. Compensation.

The Board of Directors has implemented an annual stockholder advisory vote on executive compensation, which means that stockholders have the opportunity to provide feedback on the Company’s executive compensation practices on an annual basis.

Split Roles of Chairman and Chief Executive Officer. The Board of Directors has separated the roles of Chairman and Chief Executive Officer and appointed a Chairman of the Board who is not an executive officer of the Company.

Lead Independent Director. In 2012, the Board of Directors created the position of Lead Independent Director with a set of defined responsibilities, including, among other things, if requested and when appropriate, ensuring availability for consultation and direct communication with stockholders.

The Board of Directors believes that these practices provide meaningful opportunities for stockholders to communicate their views to the Board of Directors and present important matters for a vote of stockholders, whether at an annual meeting or at a special meeting called by stockholders. The Company’sOur management and the Board of Directors regularly review and evaluate ways to improve the Company’sour corporate governance, as

THE PRICELINE GROUP INC. - 2017 Proxy Statement    69

---

Back to Contents

demonstrated by the Company’s adoption in 2009 of the right of stockholders owning 25% or more of the Company’s shares to call special meetings of stockholders and the Company’sour adoption in 2011 of a majority vote standard for uncontested elections of directors.directors and our adoption in 2015 of proxy access for stockholder director nominees under certain circumstances as provided in our By-Laws. These actions by the Board of Directors and the Company demonstrate that the Board of Directors is committed to promoting strong corporate governance practices and furthering transparency and stockholder democracy.

The Board of Directorsalso believes that setting the stockholderthreshold at 15% would permit one or a few stockholders who own a smaller percentage of our common stock to call a special meeting process is essential to a well-functioning, transparentthat may serve their narrow purposes or special interests and democratic stockholder vote, while permitting stockholder action by written consent would not only negatively impact these important objectives, but also undermine them. For example, stockholders benefit from the meeting process by ensuring that (a) all stockholders are notifiedbe of the meeting and the matters to be voted upon; (b) all stockholders are provided time and information to evaluate the matters presented for a vote and to make an informed voting decision with respect thereto; and (c) stockholder actions are not done in secret and then presentedlimited or no concern to the Company without notice, which could cause significant disruption to the Company’s operations.

Stockholder Democracy. The Boardlarge majority of Directors believes that implementing Proposal 4 is not in the best interests of the Company or itsour stockholders, and would harm stockholder democracy by disenfranchising allwaste company resources. Allowing a small minority of those stockholders who do not have the opportunity to participate in the written consent. Permitting stockholders to act by written consent outsidecall an unlimited number of a stockholder meeting settingspecial meetings for any reason would permit a subset of stockholders with a bare majority of the votesbe disruptive to take action, including significant actions such as the election of directors or agreeing to sell the Company,our normal business operations and before all of the Company’s stockholders have had an opportunity to participate or vote and before all views, including the views of the Board of Directors, have been heard and considered. In fact, such an action could be finalized before other stockholders were even aware of it, much less before they were offered an opportunity to consider the action on an informed basis and then consent or object. The Board of Directors believes that each of the Company’s stockholders should have the opportunity to be informed about, consider and vote on, any matter submitted to stockholders. The Board of Directors does not believe that it is appropriate for stockholders to take action affecting all stockholders without first informing all stockholders of the proposed action and allowing all stockholders to voice their concerns and cast their vote. By its nature, action by written consent disenfranchises those stockholders whose consent is not solicited and therefore disadvantages the Company’s smaller stockholders.

In addition, stockholder democracy is furthered by the Board of Directors understanding the views of the Company’s stockholders as a group, which is better accomplished through a meeting than through written consent. If all stockholderspotentially expensive. We are given an opportunity to vote on a matter, whether it passes 85% to 15% or 51% to 49% (or whether it fails to pass 15% to 85% or 49% to 51%) is important information for our Board of Directors to understand in determining how to respond to the vote. For example, if a matter failed to pass by a vote of 49% to 51%, our Board of Directors may nevertheless determine to take some action consistent with the vote of the majority but also designed to address the concerns of holders of the almost half of the Company’s shares that voted for a proposal. In contrast, action by written consent does not provide information to the Board of Directors regarding the views of those stockholders that did not execute the written consent. The Board of Directors may not know if the consent of those stockholders was not solicited, they did not bother to respond to a solicitation or they refused to execute it because they disagreed with the proposed action.

Informed Decision Making. The Board of Directors believes that all stockholders should make informed decisions in connection with voting their shares. Acting by written consent poses the risk that stockholders will take action without being fully informed as to the consequences of the action. Stockholders attempting to take an important or even fundamental corporate action by written consent are not required to provide each holder of our common stock a notice and may not want to seek the opinion of the Board of Directors as to the proposed action. The Board of Directors is ultimately responsibleproxy materials for the management of the Company and owes fiduciary duties to the Company and its stockholders. As a result, the Board of Directors is well positioned to evaluate a proposed action and determine whether

55

---

the effects would likely be detrimental or beneficial to the Company and its stockholders as a whole. Unlike the Board of Directors, stockholders generally do not have fiduciary duties in connection with their actions as such, and therefore can make decisions in their own self-interests regardless of the effect of those decisions on other stockholders. The Board of Directors therefore believes that acting by written consent can lead to uninformed decision making, including decision making without the benefit of the views of the Board of Directors, by stockholders that may have a special interest or agenda that is inconsistent with the best interests of the Company and its stockholders as a group.

The Board of Directors believes that the written consent process is not as well suited as an actual meeting for an orderly and informed debate on the merits of a proposed stockholder action. For instance, at an annual orevery special meeting of stockholders, allwhich results in significant legal, printing and mailing expenses in addition to other costs normally associated with a special meeting. Moreover, preparing for stockholders’ meetings requires significant attention of our stockholders are given noticeBoard, management and an opportunityemployees, diverting their attention away from performing their primary function, which is to participate in such meetings. These formal meetings allow information regarding the proposed actions to be widely disseminated through the required proxy statement to all stockholders before the matter is voted upon. Proxy statements must include certain important information on proposed actions and the persons proposing and soliciting proxies with respect to the matter, including information from both sides on proposals that the Board of Directors considers not to be in the best interests of the Company. Accordingly, such formal meetings provide each stockholder with an opportunity for discussion and increase the ability of all stockholders to have their views considered. Such formal meetings also facilitate a transparent, public, orderly and deliberate consideration of the issues facing the Company and ensure that stockholders have sufficient information and time to weigh the arguments presented by all sides. Thus, by requiring the matter to be brought up, considered and voted upon at a meeting of the Company’s stockholders, as is currently the case under the Company’s existing corporate governance practices, the Board of Directors believes it has safeguarded the right of all stockholders to be informed about, consider and vote on the matter. In contrast, action by written consent in lieu of a meeting does not guarantee any of these protections and advantages.

Transparency. The lack of transparency in the voting process when stockholders act by written consent is of particular concern to the Board of Directors in light of the potential for use by investors who may have a special or unique agenda or interest that may not beoperate our business in the best interests of all stockholders. This is particularly the case when the temporary borrowing of shares by an investor can distort an investor’s true ownership simply for the purpose of trying to cause an action to be effected by written consent outside of a stockholder meeting. Such activity can be directed at very short-term speculation in stock prices which could be at odds with long-term, sustainable Company success. In the context of a meeting, the Company’s By-Laws require a proponent to provide information regarding its share ownership that is important information for stockholders to have when evaluating a proposal and that may not be provided in the context of an action by written consent.

Confusion and Wasting Company Resources. Permitting stockholders to act by written consent outside of a formal meeting can also result in stockholder confusion and waste Company resources. Proposal 4 would allow stockholders to solicit written consents as frequently as desired without regard to the size of the stockholder’s ownership stake. Multiple groups of stockholders would be able to solicit written consents, some of which may be duplicative or conflicting. This could lead to confusion for stockholders and a chaotic state of affairs for the Company.our stockholders. Further, if a proposed action is not in theour best interests, of the Company, because it reflects a narrow self-interest or otherwise, the Companywe could end up spending valuable resources attempting to obtain and communicate information about the proposal and the proponent that would be required to be disclosed in the context of a meeting.proponent. Such efforts may not ultimately provide the Board of Directors or stockholders with the information necessary to make an informed decision, but could still result in the CompanyBoard and management expending significant time and resources.

Conclusion. As such, special meetings of stockholders should be extraordinary events that only occur when a sufficiently large percentage of stockholders desire to call such a meeting, or fiduciary obligations or strategic concerns require that the matters to be addressed cannot wait until the next annual meeting.

Conclusion. The Board of Directors believes that a 25% threshold strikes the Company’sproper balance between giving stockholders the ability to call special stockholder meetings and protecting our resources and the interests of all stockholders. The Board also believes that our existing corporate governance practices strike the appropriate balance amongbetween ensuring accountability to stockholders promoting stockholder democracy and enabling management and the Board of Directors to manage theour business and affairs of the Company in an effective manner and in the best interests of our stockholders generally. The current 25% threshold protects stockholder interests by ensuring that special meeting matters (i) are of concern to an appropriate number of stockholders and (ii) merit significant expenditure by the Board, believes that the permitting stockholders to act by written consent in lieu of a meeting could detrimentally affect the rights of all stockholders to have an effectivemanagement and informed voice on important matters affecting the Company.our employees. Accordingly, the Board of Directors believes that approval of Proposal 45 is not in the best interests of the Companyus or itsour stockholders.

The Board of Directors recommends that you vote AGAINST this Proposal 4.5. Your proxy will be so voted unless you specify otherwise on the proxy card.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    70

---

Back to Contents

56■

2018 STOCKHOLDER PROPOSALS

---

2015 Stockholder Proposals

Stockholders who, in accordance with Rule 14a-8 of the SEC'sSEC’s proxy rules, wish to present proposals (other than nominees for election to the Board pursuant to Article II Section 13 of our By-Laws) for inclusion in the proxy materials to be distributed by the Companyus in connection with the 20152018 annual meeting of stockholders must submit their proposals to the Company'sour Corporate Secretary on or before December 23, 2014.

26, 2017.

In order for proposals, including stockholder nominees for election to the Board (other than those requested to be included in our proxy materials pursuant to Article II Section 13 of our By-Laws), to be properly brought before the 20152018 annual meeting of stockholders in accordance with the Company'sour By-Laws (and not pursuant to SEC Rule 14a-8), a stockholder'sstockholder’s notice of the matter the stockholder wishes to present must be delivered to the Company'sour Corporate Secretary not less than 90 nor more than 120 days prior to the first anniversary of the date of this year'syear’s Annual Meeting. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of the By-Laws (and not pursuant to SEC Rule 14a-8)14a-8 or Article II Section 13 of our By-Laws) must be received no earlier than February 5, 20158, 2018 and no later than March 7, 2015.10, 2018.

If one or more eligible stockholders desire to include one or more nominees for election to the Board in our proxy materials for the 2018 annual meeting of stockholders pursuant to Article II Section 13 of our By-Laws, the notice required by Article II Section 13 of the By-Laws must be delivered to our Corporate Secretary not less than 120 nor more than 150 days prior to the first anniversary of the date of this year’s Annual Meeting. As a result, any such notice must be received no earlier than January 9, 2018 and no later than February 8, 2018.

■

OTHER MATTERS

Other Matters

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons named in the accompanying proxy card intend to vote on those matters in accordance with their best judgment.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    71

---

Back to Contents

57

---

APPENDIX A

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

■

ANNUAL MEETING INFORMATION

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 8, 2017

The enclosed proxy is solicited on behalf of the Board of The Priceline Group Inc. for use at our 2017 Annual Meeting of Stockholders to be held on Thursday, June 8, 2017, at 10:00 a.m. local (Eastern) time, or at any adjournment or postponement of the Annual Meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at The NASDAQ Market Site, 4 Times Square, New York, New York 10036. We intend to mail this proxy statement and the proxy card on or about April 25, 2017 to all stockholders entitled to vote at the Annual Meeting.

Voting Rights and Outstanding Shares; Approval

Only stockholders of record at the close of business on April 13, 2017 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 13, 2017, 49,152,713 shares of common stock were outstanding and entitled to vote. Each holder of record of common stock on April 13, 2017 will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

The inspector of election appointed for the meeting will tabulate all votes and will separately tabulate affirmative and negative votes, abstentions and broker non-votes. A majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Stockholders who are present at the Annual Meeting in person or by proxy and who abstain, and proxies relating to shares held by a broker on your behalf (that is, in “street name”), that are not voted (referred to as “broker non-votes”) will be treated as present for purposes of determining whether a quorum is present.

For purposes of approving the matters to be voted upon at the Annual Meeting:

•

With respect to Proposal 1, the nominees for election to the Board who receive a majority of votes cast for the election of directors will be elected directors. With respect to the election of directors, a majority of votes cast means that the number of shares cast “for” a nominee’s election exceeds the number of “withhold” votes for that nominee. With respect to Proposal 1, votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote.

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA				Year Ended December 31,						Three Years Ended December 31,
				2013			2012			2013			2010
		GAAP Net income applicable to common stockholders		$ 1,892,663			$ 1,419,566			$ 4,368,600			$ 1,199,259
(a)		Amortization of acquisition-related intangible assets in Merchant revenues		—			—			—			4,974
(b)		Charges related to travel transaction tax judgments, rulings and settlements		14,239			16,126			30,365			5,412
(c)		Favorable litigation settlement related to credit card processing costs		—			—			—			(1,049	)
(d)		Stock-based employee compensation		140,526			71,565			277,815			149,393
(e)		Acquisition costs		6,444			—			6,444			—
(f)		Adjustment to exclude favorable impact related to franchise tax and sales and use tax for headquarters location		—			—			—			(2,720	)
(g)		Stock-based compensation payroll taxes		—			—			—			719
(h)		Depreciation and amortization		117,975			65,141			236,940			127,752
(i)		Interest income		(4,767	)		(3,860	)		(16,146	)		(17,740	)
(i)		Interest expense		83,289			62,064			177,074			88,881
(j)		Loss (gain) on early extinguishment of debt		26,661			—			26,693			6,368
(k)		Income tax expense		403,739			337,832			1,050,234			261,144
(l)		Equity in income of investee		—			—			—			308
(m)		Net income attributable to noncontrolling interests		135			4,471			7,366			3,979
		Adjusted EBITDA		$ 2,681,504			$ 1,972,905			$ 6,165,385			$ 1,826,680

•

With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as our independent registered public accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter. Because brokers are entitled to vote on Proposal 2 without specific instructions from beneficial owners, there will be no broker non-votes on this matter.

•

With respect to Proposal 3, the non-binding advisory vote to approve 2016 executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

•

With respect to Proposal 4, the non-binding advisory vote on the frequency of casting future advisory votes on our executive compensation, the proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the Board’s recommendation. Stockholders will be considered to have expressed a preference for the frequency if one of the alternatives of every year, every two years or every three years receives the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. Abstentions will have the same effect as a vote against each of the three alternatives and broker non-votes will not affect the outcome of the vote.

•

With respect to Proposal 5, the non-binding stockholder proposal concerning special meetings of stockholders will be considered approved by the affirmative vote of a majority of the shares present and entitled to vote on the matter. With respect to Proposal 5, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    72

---

Back to Contents

If your shares are held in “street name,” and you do not instruct the broker as to how to vote your shares on Proposals 1, 3, 4 or 5, the broker may not exercise discretion to vote for or against those proposals. This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Pleaseinstructyourbrokersoyourvotecanbecounted.

Voting Matters

Proposal	Board Vote Recommendation
(a) Proposal 1: Election of Directors	Amortization of acquisition-related intangible assets is recorded in Merchant revenues.

FOR each nominee

(b) Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

Adjustments for charges and credits associated with judgments, rulings and settlements for travel transaction tax proceedings (including estimated interest and penalties), principally in the State of Hawaii and the District of Columbia in 2013 and 2012, respectively, are recorded in Cost of revenues. In addition, charges related to unfavorable rulings in South Carolina and Texas in travel transaction tax proceedings in 2010 and 2009, respectively, are recorded in General and administrative expense.

	FOR
(c) Proposal 3: Advisory Vote to Approve 2016 Executive Compensation	Cash benefit associated with the favorable resolution of litigation related to credit card processing costs is included in Sales and marketing expense.

	FOR
(d) Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Stock-based employee compensation is recorded in Personnel expense.

	ONE YEAR
(e) Proposal 5: Non-Binding Stockholder Proposal Concerning Special Meetings of Stockholders	Adjustment for KAYAK acquisition costs is recorded in General and administrative expense. AGAINST

Revocability of Proxies

Any person giving a proxy in response to this solicitation has the power to revoke it at any time before it is voted. Proxies may be revoked by any of the following actions:

•

filing a written notice of revocation with our Corporate Secretary at our principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854);

•

filing with our Corporate Secretary at our principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854) a properly executed proxy showing a later date; or

•

attending the Annual Meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy). Please note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name and present such proxy to us in order to vote at the meeting.

Solicitation

We will pay for the entire cost of proxy solicitations, including preparation, assembly, printing and mailing of proxy solicitation materials. We will provide copies of solicitation materials to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward these materials to the beneficial owners of common stock. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials. Our directors, officers or other regular employees may also solicit proxies by telephone, in-person or otherwise. We will not additionally compensate directors, officers or other regular employees for these services. We have engaged Innisfree M&A Incorporated to assist in the solicitation of proxies, and we currently expect to pay Innisfree approximately $12,000 for its services, though the fees could be significantly more if we decide to use its services more extensively.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    73

---

Back to Contents

How to Attend the Annual Meeting

If you plan to attend the Annual Meeting, in accordance with our security procedures, you will be asked to sign in and present picture identification (e.g., a driver’s license or passport) to enter the meeting. You should plan on arriving early as the meeting will start promptly at 10:00 a.m. local time. The meeting will be held at The NASDAQ Market Site, 4 Times Square, New York, New York 10036. Please enter through the NASDAQ entrance on the corner of 43rd Street and Broadway Avenue (shown in the photo below).

THE PRICELINE GROUP INC. - 2017 Proxy Statement    74

---

Back to Contents

■ APPENDIX A
(f)	Favorable adjustments related to franchise tax and sales and use tax for headquarters location are recorded in General and administrative expense. UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(g)	Stock-based compensation payroll taxes are recorded in General and administrative expense. As of January 1, 2009, payroll tax expense related to stock-based employee compensation is no longer excluded due to its relative insignificance to the Company's consolidated financial statements.

(h)	Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.

(i)	Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.

(j)	Loss (gain) on early debt extinguishment is recorded in Foreign currency transactions and other and is excluded from Net income to calculate Adjusted EBITDA.

(k)	Income tax expense is excluded from Net income to calculate Adjusted EBITDA.

(l)	Equity in income of investee is excluded from Net income to calculate Adjusted EBITDA.

(m)	Net income attributable to noncontrolling interests is excluded from Net income to calculate Adjusted EBITDA.

(Inthousands)

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA		Year Ended December 31,			Three Years Ended December 31,
		2016	2015		2016	2015
	GAAP Net income applicable to common stockholders	$2,134,987	$2,551,360		$7,108,100	$6,865,776
(a)	Charges (credits) related to travel transaction tax rulings	—	(30,059)		(30,059)	(15,820)
(b)	Acquisition costs	—	—		—	6,444
(c)	Depreciation and amortization	309,135	272,494		789,449	598,289
(d)	Impairment of goodwill	940,700	—		940,700	—
(c)	Interest income	(94,946)	(55,729)		(164,608)	(73,829)
(c)	Interest expense	207,900	160,229		456,482	331,871
(e)	Loss on early extinguishment of debt	—	3		6,273	32,934
(f)	Impairment of cost-method investments	63,208	—		63,208	—
(c)	Income tax expense	578,251	576,960		1,722,906	1,548,394
(c)	Net income attributable to noncontrolling interests	—	—		—	135
	Adjusted EBITDA	$4,139,235	$3,475,258		$10,892,451	$9,294,194
(a) Adjustment for charges and credits associated with judgments, rulings and settlements for travel transaction tax proceedings (including estimated interest and penalties), principally in the State of Hawaii in 2015, and the State of Hawaii and the District of Columbia in 2013, are recorded in Cost of revenues. (b) Adjustment for KAYAK acquisition costs is recorded in General and administrative expense. (c) Amounts are excluded from Net income to calculate Adjusted EBITDA. (d) Impairment of goodwill is recorded in Operating expenses and relates to OpenTable. (e) Loss on early debt extinguishment is recorded in Foreign currency transactions and other. (f) Impairment of cost-method investments is recorded in Other income (expense) and principally relates to our investment in Hotel Urbano. For a more detailed discussion of the adjustments described above, please see “Non-GAAP Financial Measures” on page 76.

58

THE PRICELINE GROUP INC. - 2017 Proxy Statement    75

---

Back to Contents

Non-GAAP Financial Measures

Adjusted EBITDA represents GAAP net income excluding depreciation and amortization expense, interest income, interest expense, gains and losses on early debt extinguishment, net income and loss attributable to noncontrolling interests and income taxes and is adjusted to exclude stock-based employee compensation expense, gains and losses on early debt extinguishment and significant charges or credits associated with judgments, rulings, and/or settlements related to travel transaction tax (e.g. hotel occupancy taxes, excise taxes, sales taxes, etc.) proceedings, significant acquisition costs, significant charges related to the impairment of goodwill, significant gains or losses on the sale of cost-method investments and significant acquisition costs.

charges related to other-than-temporary impairments of such investments.

Adjusted EBITDA is a "non-GAAP“non-GAAP financial measure,"” as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. As discussed in this proxy statement, the Company useswe use adjusted EBITDA (calculated as described in this proxy statement) as a key performance measure under itsour annual cash bonus plan and long-term equity incentive awards, as they pertain to the named executive officers. This non-GAAP metric is not intended to represent funds available for the Company'sour discretionary use and is not intended to represent or to be used as a substitute for operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from adjusted EBITDA, but included in the calculation of its closest GAAP equivalent, are significant components of the Company'sour consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.

We also use adjusted EBITDA and other non-GAAP financial measures for financial and operational decision-making. We believe that these non-GAAP financial measures are useful for analysts and investors to evaluate our ongoing operating performance because they facilitate comparison of our current period and projected next-period results to those of prior periods and to those of our competitors (though other companies may calculate similar non-GAAP financial measures differently than those calculated by us).

We evaluate certain operating and financial measures on both an as-reported and constant-currency basis. We calculate constant currency by converting our current-year period financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.

The presentation of this financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP in the United States.

THE PRICELINE GROUP INC. - 2017 Proxy Statement    76

---

Back to Contents

■ APPENDIX B

FORM OF PROXY CARD

THE PRICELINE GROUP INC. - 2017 Proxy Statement    77

---

Back to Contents

THE PRICELINE GROUP INC. - 2017 Proxy Statement    78

---

Back to Contents

59

---

APPENDIX B

FORM OF PROXY CARD

60

---

61