8-KLeadership ChangesMaterial AgreementsExhibits & Filings

Booking Holdings Inc. 8-K Report, Material Agreement (Nov 8, 2005)

Filed November 8, 2005For Securities:BKNG

Summary

This 8-K filing from priceline.com Incorporated (now Booking Holdings Inc.) on November 8, 2005, primarily details the promotion of Stoffer A. Norden to President and Chief Executive Officer of priceline.com International Limited (Priceline Europe). This event is significant as Mr. Norden will oversee all of priceline.com's European operations, including its subsidiaries Bookings and Active Hotels. The filing also outlines the associated compensation and equity arrangements for Mr. Norden, stemming from both the earlier acquisition of Bookings and his recent promotion. These arrangements include an employment agreement with a base salary and holiday allowance, equity grants in Priceline Europe (purchased and granted securities), and stock options and restricted stock units from priceline.com. These details provide insight into management incentives and the company's integration of its European acquisitions.

Key Highlights

  • 1Stoffer A. Norden promoted to President and CEO of priceline.com International Limited (Priceline Europe).
  • 2Mr. Norden will manage all of priceline.com's European operations, including Bookings and Active Hotels.
  • 3Employment agreement for Mr. Norden details a salary of €177,824 and a holiday allowance of €14,226 annually.
  • 4Mr. Norden purchased 151,905 Series C ordinary shares in Priceline Europe as part of the Bookings acquisition.
  • 5Granted securities include 8,119 restricted stock units in Priceline Europe from the acquisition, with an additional 7,500 granted upon promotion.
  • 6Mr. Norden received stock options to purchase 25,806 shares of priceline.com common stock from the acquisition, with an additional 40,000 granted upon promotion.
  • 710,000 priceline.com restricted stock units were granted to Mr. Norden, vesting over three years.

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