Exhibit 10.3


priceline.com Incorporated 1999
Omnibus Plan


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK
AGREEMENT (“Agreement”) made as of the ___ day of __________, 2007, by and
between priceline.com Incorporated, a Delaware corporation, with its principal
United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the
“Company”), and ____________________ (the “Participant”).


W I T N E S S E T H:


Pursuant to terms of the
priceline.com Incorporated 1999 Omnibus Plan (the “Plan”), the Board of
Directors of the Company has authorized this Agreement. The Participant has
been granted on __________, 2007, (the “Grant Date”), subject to execution of
this Agreement, the number of restricted shares of Company Stock (the “Restricted
Stock”) set forth below. Unless otherwise indicated, any capitalized term used
herein, but not defined herein, shall have the meaning ascribed to such term in
the Plan.


1.             The Grant


(a)           Subject to the terms
and conditions set forth herein, the Participant is granted ________________
(###) shares of Restricted Stock.


(b)           Subject to Section 2
hereof, the Restricted Stock granted under this Agreement shall vest on the
third anniversary of the Grant Date (“Vesting Date”), provided that, on such
Vesting Date, the Participant has been in Continuous Service through such date.
For avoidance of doubt, subject to Section 2 hereof, there shall be no
proportionate or partial vesting in the periods prior to such Vesting Date, and
vesting shall occur only on the applicable Vesting Date pursuant to this
Section 1(b). Upon satisfaction of the vesting requirement set forth in this
Section 1(b), the restrictions on the vested Restricted Stock shall lapse. For
purposes of this Agreement, “Continuous Service” shall mean that the
Participant’s service with the Company or any Subsidiary or Affiliate whether
as an employee, director or consultant, is not interrupted or terminated.


2.             Effect of Termination of Continuous
Service; Change in Control


(a)           Subject to Section
2(a) and (b), upon the Participant’s termination of Continuous Service, the
unvested portion of the Restricted Stock granted under this Agreement shall be
immediately forfeited and canceled.


(b)           Notwithstanding
Sections 1(b) or 2(a), upon the date of a termination of Continuous Service
that occurs prior to a Change in Control (i) by the Company other than for
Cause or, (ii) by the Participant, as applicable, on account of Good Reason,
death or Disability, the Participant shall be vested in a ProRata Number of
Shares of Restricted Stock, and any unvested shares shall be immediately
forfeited and canceled.













 


(c)           Notwithstanding
Sections 1(b) or 2(a), in the event of a Change in Control, a Participant who
was in Continuous Service immediately prior to the Change in Control and who is
in Continuous Service on a date which is six (6) months after the Change in
Control shall be vested as of such date in a ProRata Number of Shares of
Restricted Stock and, subject to Section 2(d), shall become vested in the
remaining portion of any unvested shares of Restricted Stock on the Vesting
Date, provided that, notwithstanding the foregoing, to the extent that any
share (or fraction thereof) of Restricted Stock is exchanged for cash incident
to the Change in Control, the Participant shall, as of the date of the Change
in Control, be fully vested in such number of shares of Restricted Stock (or
fractions thereof) exchanged for cash.


(d)           Notwithstanding
Sections 1(b) or 2(a), in the event that, on or after a Change in Control, the
Participant’s employment is terminated prior to the Vesting Date by the Company
other than for Cause or by the Executive, as applicable, on account of Good
Reason, death or Disability, the Participant shall be fully vested in the
Restricted Stock granted under this Agreement, as of the date of such
termination, provided that the Participant was in Continuous Service
immediately prior to the Change in Control.


(e)           Notwithstanding
Sections 1(b) or 2(a), in the event that the Participant’s employment is
terminated by the Company other than for Cause and prior to and in anticipation
of a Change in Control, the Participant shall, as of the date of such
termination, be fully vested in the Restricted Stock granted under this
Agreement.


(f)            A “ProRata Number
of Shares of Restricted Stock” means a number of shares of Restricted Stock
equal to the number of shares of Restricted Stock granted under this Agreement
subject to Sections 2(b) and 2(c), multiplied by a fraction, (A) the numerator
of which is the number of fully completed months that have elapsed during the
period commencing on the Grant Date and ending on the determination date, and
(B) the denominator of which is 36.


(i)            The determinations
of partial vesting upon a Change in Control and whether the Participant’s
Continuous Service is terminated by the Company in anticipation of a Change in
Control or other than for Cause shall be made by the Committee, in its sole
discretion.


(g)           For purposes of this
Agreement, the term “Change in Control” shall mean the occurrence of any one of
the following events:


(i)            any Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing thirty-five percent (35%) or more of the combined voting
power of the Company’s then outstanding securities eligible to vote for the
election of the Board (the “Company Voting Securities”); provided, however,
that the event described in this paragraph (i) shall not be deemed to be a
Change in Control if such event results from the acquisition of Company Voting
Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph
(iii) below);



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(ii)           individuals who, on
the Grant Date, constitute the Board (the “Incumbent Directors”) cease for any
reason to constitute at least a majority of the Board; provided, however, that
any person becoming a director subsequent to the Grant Date, whose election or
nomination for election was approved (either by a specific vote or by approval
of the proxy statement of the Company in which such person is named as a
nominee for director, without written objection to such nomination) by a vote
of at least two-thirds of the directors who were, as of the date of such
approval, Incumbent Directors, shall be an Incumbent Director; provided,
further, that no individual initially appointed, elected or nominated as a
director of the Company as a result of an actual or threatened election contest
with respect to the election or removal of directors or as a result of any
other actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director;


(iii)          the consummation of
a merger, consolidation, statutory share exchange or similar form of corporate
transaction involving (A) the Company or (B) any of its wholly owned subsidiaries
pursuant to which, in the case of this clause (B), Company Voting Securities
are issued or issuable (any event described in the immediately preceding clause
(A) or (B), a “Reorganization”) or the sale or other disposition of all or
substantially all of the assets of the Company to an entity that is not an
Affiliate of the Company (a “Sale”), unless immediately following such
Reorganization or Sale: (1) more than 50% of the total voting power (in respect
of the election of directors, or similar officials in the case of an entity
other than a corporation) of (x) the Company (or, if the Company ceases to
exist, the entity resulting from such Reorganization), or, in the case of a
Sale, the entity which has acquired all or substantially all of the assets of
the Company (in either case, the “Surviving Entity”), or (y) if applicable, the
ultimate parent entity that directly or indirectly has Beneficial Ownership of
more than 50% of the total voting power (in respect of the election of
directors, or similar officials in the case of an entity other than a
corporation) of the Surviving Entity (the “Parent Entity”), is represented by
Company Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into which
such Company Voting Securities were converted pursuant to such Reorganization
or Sale), (2) no Person is or becomes the Beneficial Owner, directly or
indirectly, of 35% or more of the total voting power (in respect of the
election of directors, or similar officials in the case of an entity other than
a corporation) of the outstanding voting securities of the Parent Entity (or,
if there is no Parent Entity, the Surviving Entity) and (3) at least a majority
of the members of the board of directors (or similar officials in the case of
an entity other than a corporation) of the Parent Entity (or, if there is no
Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the approval by the Board of the
execution of the initial agreement providing for such Reorganization or Sale,
Incumbent Directors (any Reorganization or Sale which satisfies all of the
criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying
Transaction”); or



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(iv)          the stockholders of
the Company approve a plan of complete liquidation or dissolution of the
Company.


Notwithstanding the
foregoing, if any Person becomes the Beneficial Owner, directly or indirectly,
of 35% or more of the combined voting power of Company Voting Securities solely
as a result of the acquisition of Company Voting Securities by the Company
which reduces the number of Company Voting Securities outstanding, such
increased amount shall be deemed not to result in a Change in Control;
provided, however, that if such Person subsequently becomes the Beneficial
Owner, directly or indirectly, of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities Beneficially
Owned by such Person, a Change in Control of the Company shall then be deemed
to occur.


(h)           For the purposes of
Section 2, the following terms shall have the following meanings:


 “Affiliate” shall mean an affiliate of the
Company, as defined in Rule 12b-2 promulgated under Section 12 of the
Securities Exchange Act of 1934, as amended from time to time (the “Exchange
Act”);


 “Beneficial Owner” shall have the meaning set
forth in Rule 13d-3 under the Exchange Act;


 “Cause” shall have the meaning set forth in
(i) the Participant’s employment agreement with the Company, if any, in force
at the time of the Participant’s termination of employment, and, if none, (ii)
the Plan.


 “Disability” shall have the meaning set forth
in the Company’s long-term disability plan covering the Participant.


 “Good Reason” shall have the meaning set forth
in the Participant’s employment agreement, if any, in force at the time of the
Participant’s termination of employment, and, if none, then no shares of
Restricted Stock granted under this Agreement shall be vested on account of a
termination of employment by the Participant other than on account of death or
Disability.


 “Person” shall have the meaning set forth in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (1) the Company or any
of its subsidiaries, (2) a trustee or other fiduciary holding securities under
an employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries, (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, (4) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of shares of Common Stock or (5) the
Participant or any group of persons including the Participant, or any entity
controlled by the Participant or any group of persons including the
Participant; provided the Participant is an executive officer, director or more
than 10% owner of Stock.



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3.             Nontransferability of Grant


Except as otherwise provided
herein or in the Plan, no unvested Restricted Stock shall be assigned,
negotiated, pledged, or hypothecated in any way or be subject to execution,
attachment or similar process. Prior to the vesting of any Restricted Stock, no
transfer of the Participant’s rights with respect to such Restricted Stock,
whether voluntary or involuntary, by operation of law or otherwise, shall be
permitted. Immediately upon any attempt to transfer such rights, such
Restricted Stock, and all of the rights related thereto, shall be forfeited by
the Participant.


4.             Dividend and Distribution Rights


The Committee in its
discretion may require any dividends or distribution paid on the Restricted
Stock be held in escrow until all restrictions on such Restricted Stock have
lapsed.


5.             Stock; Adjustment Upon Certain
Events.


(a)           Stock to be issued
under this Agreement shall be made available, at the discretion of the Board,
either from authorized but unissued Stock, from issued Stock reacquired by the
Company or from Stock purchased by the Company on the open market specifically
for this purpose.


(b)           The existence of
this Agreement and the Restricted Stock granted hereunder shall not affect in
any way the right or power of the Board or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, any merger or
consolidation of the Company or any affiliate, any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock, the
authorization or issuance of additional shares of Stock, the dissolution or
liquidation of the Company or any affiliate or sale or transfer of all or part
of the assets or business of the Company or any affiliate, or any other
corporate act or proceeding.


(c)           In the event of a
Change in Control, the consideration payable to other shareholders of the
Company shall be substituted for the Restricted Stock, provided that the
vesting requirements with respect to such Restricted Stock pursuant to Sections
1 and 2 hereof shall apply and further provided that if the acquiring entity
does not agree to such restrictions upon the substituted property, then such
Restricted Stock shall be fully vested upon a Change in Control.


6.             Determinations


Each determination,
interpretation or other action made or taken pursuant to the provisions of this
Agreement by the Committee or the Board in good faith shall be final, conclusive
and binding for all purposes and upon all persons, including, without
limitation, the Participant and the Company, and their respective heirs,
executors, administrators, personal representatives and other successors in
interest.



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7.             Other Conditions


The transfer of any shares
of Restricted Stock shall be effective only at such time as counsel to the
Company shall have determined that the issuance and delivery of such shares of
Restricted Stock are in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which Stock is
traded.


8.             Notification of Election Under
Section 83(b) of the Code


If the Participant shall, in
connection with the grant of Restricted Stock under this Agreement, make the
election permitted under Section 83(b) of the Internal Revenue Code (i.e., an
election to include in gross income in the year of transfer the amounts
specified in Section 83(b) of the Internal Revenue Code), then the Participant
shall notify the Company of such election within 10 days of filing notice of
the election with the Internal Revenue Service.


9.             Withholding Taxes


The Participant shall be
liable for any and all U.S. federal, state or local taxes of any kind required
by law to be withheld with respect to the vesting of Restricted Stock. When the
Restricted Stock vests, the Participant shall surrender to the Company a
sufficient number of whole shares of Stock as necessary to cover all applicable
required withholding taxes and social security contributions related to such
vesting. The value of any fraction of retained shares not necessary for
required withholding shall be applied to the Participant’s federal income tax
withholding by the Company generally. 
Instead of requiring the Participant to surrender shares as described
above, the Company may, in its discretion, (a) require the Participant to remit
to the Company on the date on which the Restricted Stock vests cash in an
amount sufficient to satisfy all applicable required withholding taxes and
social security contributions related to such vesting, or (b) deduct from his
regular salary payroll cash, on a payroll date following the date on which the
Restricted Stock vests, in an amount sufficient to satisfy such obligations.


In lieu of surrendering
shares of Stock to cover all applicable required withholding taxes and social
security contributions, the Participant may, by providing notice to the Company
within 30 days of the Grant Date (a) elect to remit to the Company on the date
on which the Restricted Stock vests cash in an amount sufficient to satisfy
such obligations, or (b) request the Company to deduct from his regular salary
payroll cash, on a payroll date following the date on which the Restricted
Stock vests, in an amount sufficient to satisfy such obligations, which request
the Committee may choose to honor in its sole discretion.  Notwithstanding the foregoing, if the
Participant makes an election under Section 8 above, the Participant shall remit
to the Company in cash an amount sufficient to satisfy any withholding
obligations at the time the notice described in Section 8 is delivered to the
Company.


10.           Distribution of Restricted Stock


Upon the vesting of any
shares of Restricted Stock pursuant to the terms hereof, the restrictions of
Sections 2 and 3 shall lapse with respect to such shares of vested Restricted
Stock. Reasonably promptly after any shares of Restricted Stock vests, the
Company shall cause to be delivered to the Participant a certificate evidencing
such Stock.



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11.           Non-solicitation


Commencing on the date of
Participant’s cessation of employment with the Company or any Subsidiary or
Affiliate and continuing for twelve (12) months thereafter, Participant (a)
shall not (whether for Participant’s own account or on behalf of any person,
corporation, partnership, or other business entity, and whether directly or
indirectly) solicit or endeavor to entice away from the Company or any
Subsidiary or Affiliate, any employee or group of employees thereof and (b)
shall not take any action or make any statements, written or oral, which
disparage or defame the goodwill or reputation of the Company, its directors,
officers or employees.


12.           Miscellaneous


(a)           This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, personal legal representatives, successors, trustees,
administrators, distributees, devisees and legatees. The Company shall assign
to, and require, any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree in writing to
perform this Agreement. Notwithstanding the foregoing, this Agreement may not
be assigned by the Participant.


(b)           No modification or
waiver of any of the provisions of this Agreement shall be effective unless in
writing and signed by the party against whom it is sought to be enforced.


(c)           This Agreement may
be executed in one or more counterparts, all of which taken together shall
constitute one agreement.


(d)           The failure of any
party hereto at any time to require performance by another party of any
provision of this Agreement shall not affect the right of such party to require
performance of that provision, and any waiver by any party of any breach of any
provision of this Agreement shall not be construed as a waiver of any
continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right under this Agreement.


(e)           The headings of the
sections of this Agreement have been inserted for convenience of reference only
and shall in no way restrict or modify any of the terms or provisions hereof.


(f)            The Company shall
pay all fees and expenses necessarily incurred by the Company in connection
with this Agreement and will from time to time use its reasonable efforts to
comply with all laws and regulations which, in the opinion of counsel to the
Company, are applicable thereto.


(g)           All notices,
consents, requests, approvals, instructions and other communications provided
for herein shall be in writing and validly given or made when delivered, or on
the second succeeding business day after being mailed by registered or
certified mail, whichever is earlier, to the persons entitled or required to receive
the same, at the addresses set forth at the heading of this Agreement or to
such other address as either 



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party
may designate by like notice. Notices to the Company shall be addressed to its
principal office, attention of the Company’s General Counsel.


(h)           The Plan and this
Agreement constitute the entire Agreement and understanding between the parties
with respect to the matters described herein and supersede all prior and
contemporaneous agreements and understandings, oral and written, between the parties
with respect to such subject matter.


(i)            This Agreement
shall be governed and construed and the legal relationships of the parties
determined in accordance with the laws of the state of Delaware without
reference to principles of conflict of laws.


(j)            The Company
represents and warrants that it is duly authorized by its Board and/or the
Committee (and by any other person or body whose authorization is required) to
enter into this Agreement, that there is no agreement or other legal
restriction which would prevent it from entering into, and carrying out its
obligations under, this Agreement, and that the officer signing this Agreement
is duly authorized and empowered to sign this Agreement on behalf of the
Company.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
  

  	
  PRICELINE.COM INCORPORATED

  
	
   

  	
   

  
	
   

  	
  Jeffery Boyd

  
	
   

  	
  Chief Executive
  Officer

  



 



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