What is the purpose of the Non-Competition and Non-Solicitation Agreement?

The Non-Competition and Non-Solicitation Agreement is designed to protect Priceline.com's business interests by preventing its executive officers from competing with the company, soliciting its customers, or recruiting its employees for a period of one year after their employment ends.

How do the new Performance Share Units (PSUs) work?

The new PSUs are a form of executive compensation that vests after three years. However, the actual shares are only issued if Priceline.com meets pre-determined targets for Cumulative Consolidated Adjusted EBITDA. The number of shares received can vary based on performance, ranging from no shares to double the intended amount.

What does 'Cumulative Consolidated Adjusted EBITDA' mean in the context of the PSUs?

While the exact definition is detailed within the agreement itself, Cumulative Consolidated Adjusted EBITDA generally refers to the company's earnings before interest, taxes, depreciation, and amortization, adjusted for certain non-recurring or strategic items, accumulated over the performance period. Meeting a specified threshold of this metric is crucial for executives to receive their PSU payouts.

Why is the company implementing these types of agreements now?

By implementing these agreements, Priceline.com is aiming to strengthen its competitive position by retaining key executive talent and ensuring that executive compensation is directly tied to measurable financial performance, specifically long-term profitability as indicated by Adjusted EBITDA.

BKNG 8-K: Leadership Changes & Material Agreements

Summary

This 8-K filing from Priceline.com Incorporated (now Booking Holdings Inc.) on March 4, 2013, details two significant governance and compensation-related developments. Firstly, the company has adopted a standard form of Non-Competition and Non-Solicitation Agreement for its executive officers. This agreement, effective during employment and for one year post-termination, aims to protect the company's business interests by preventing executives from competing, soliciting clients, or poaching employees. Secondly, the Compensation Committee has approved a new form of Performance Share Unit (PSU) agreement for executive officers. These PSUs will generally vest after three years, but the actual issuance of shares is contingent on the company achieving specific Cumulative Consolidated Adjusted EBITDA targets. The payout can range from zero to twice the nominal number of units, creating a strong performance-based incentive tied to the company's financial success. These measures signal a focus on retaining key talent and aligning executive compensation with long-term corporate performance.

Key Highlights

1Priceline.com Incorporated has implemented a new form of Non-Competition and Non-Solicitation Agreement for executive officers.
2The non-compete agreement restricts executives from competing with the company, soliciting customers, and hiring employees for one year post-termination.
3A new Performance Share Unit (PSU) agreement form has been adopted for executive compensation.
4PSUs are subject to a three-year vesting period.
5The issuance of shares under the PSU agreement is contingent upon the company achieving specified Cumulative Consolidated Adjusted EBITDA targets.
6The payout for PSUs can range from 0% to 200% of the nominal number of units, depending on performance.
7These actions are designed to enhance executive retention and align compensation with company performance.

Booking Holdings Inc. 8-K Report, Material Agreement (Mar 4, 2013)

Summary

Key Highlights

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