Exhibit 10.1


CONFIDENTIAL
TREATMENT REQUESTED — CONFIDENTIAL PORTIONS OF

THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY

FILED WITH THE COMMISSION.


PRICELINE.COM
INCORPORATED 1999 OMNIBUS PLAN


PERFORMANCE SHARE UNIT AGREEMENT


THIS PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is
made as of the 5th day of March, 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 as of March 5, 2007  (the “Grant Date”), subject to execution of this Agreement,
the number of performance share units (the “Performance Share Units”) 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.  The
Performance Share Units comprising this award may be recorded in an unfunded
Performance Share Unit account in the Participant’s name maintained by the
Company.  The Participant will have no
rights as a stockholder of the Company by virtue of any Performance Share Unit
awarded to him until shares of Stock (as defined below), if any, are issued to
the Participant as described in this Agreement.


1.                                       Definitions


(a)           “Cause” shall mean (i) if the Participant
is employed pursuant to an employment agreement which defines “cause” in such
agreement, “cause” as defined in such agreement and (ii) if the Participant is
not described in (i) it shall mean “cause” as defined in the Plan.


(b)           “Change in Control” shall have the
meaning given such term under Section 3(i).


(c)           “Change in Control Period” shall mean
the period commencing six (6) months prior to the effective date of the Change
in Control and ending on the date immediately prior to the date which is six
(6) months after the effective date of the Change in Control.


(d)           “Continuous Service” shall mean the
Participant’s service with the Company or any Subsidiary or Affiliate whether
as an employee, director or consultant, which is not interrupted or terminated.


(e)           “Cumulative EPS Range” shall have the
meaning set forth in the schedules contained in Section 1(m) and Appendix A.


(f)             “Determination Date” shall mean
March 5, 2010.


(g)           “Disability” shall have the meaning
given such term under the Plan.











 


(h)            “EPS” shall mean the Company’s
consolidated pro forma net income applicable to common stockholders per diluted
share as publicly disclosed annually or quarterly, as applicable, in connection
with the Company’s annual and quarterly earnings announcements.  In the event the Company changes the way EPS
is calculated, EPS shall mean the publicly disclosed annual non-GAAP financial
measure which is intended to replace (or which is substantially similar to) the
EPS prior to such change.


(i)            “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 Performance Share Unit 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.


(j)             “Performance Period” shall mean the
period commencing on the January 1, 2007 and ending on December 31, 2009.


(k)           “Plan Year” shall mean the calendar
year.


(l)            “Stock” shall mean shares of common
stock, par value $0.008, of the Company.


(m)          “Vesting Percentage” means the
percentage determined in accordance with the following table, provided that,
notwithstanding any other provision hereof, in the event the EPS for 2009 is
less than $[***], the Vesting Percentage shall be deemed to be zero:


	
  If the Cumulative EPS Range for the 

  three-year period ending December 31, 2009, is:

  	
   

  	
  Then the Vesting Percentage range is:

  
	
  Less than $[***]

  	
   

  	
  0%

  
	
  Between $[***] and $[***]

  	
   

  	
  75% to 100%

  
	
  Between $[***] and $[***]

  	
   

  	
  100% to 200%

  
	
  More than $[***]

  	
   

  	
  200%

  



 


***CONFIDENTIAL
MATERIALS REDACTED AND SEPARATELY FILED 

WITH THE COMMISSION***











 


2.                                       The
Grant


Subject to the terms and
conditions set forth herein, the Participant is granted                             
(                )
Performance Share Units as of the Grant Date.


3.                                       Vesting;
Effect of Termination of Continuous Service; Change in Control


(a)           If the Participant remains in
Continuous Service through and including the Determination Date, then the
Participant shall be entitled to receive a number of shares of Stock determined
by multiplying the number of Performance Share Units granted hereunder by the
Applicable Vesting Percentage.  The
Applicable Vesting Percentage shall be equal to the sum of the lowest Vesting
Percentage in the applicable Vesting Percentage Range set forth in the schedule
above, plus the ProRata Vesting Percentage Point Increase.  The “ProRata Vesting Percentage Point
Increase” is the quotient of (i) the excess of the actual Cumulative EPS over
the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided by
(ii) the result of a fraction, the numerator of which is the difference between
the lowest and highest Cumulative EPS within such applicable Cumulative EPS
Range, and the denominator of which is the difference between the lowest and
highest applicable Vesting Percentages in the applicable Vesting Percentage
Range.  All shares of Stock to be issued
to the Participant under this Section 3(a), if any, shall be issued to the
Participant as soon as practicable after the Determination Date but in no event
later than March 15, 2010.  If the
Participant becomes entitled to any shares of Stock under this Section 3(a), he
shall not be entitled to receive any shares of Stock under any other subsection
of this Section 3.


(b)           If, prior to the Determination Date,
the Participant’s Continuous Service is (i) terminated by the Company for Cause
or (ii) voluntarily terminated by the Participant other than on account, as
applicable, of Good Reason, death or Disability, then the Participant shall
receive no shares of Stock under this Agreement.


(c)           Subject to Section 3(e), if, on or
prior to December 31, 2007, the Participant’s Continuous Service is terminated
by the Company other than for Cause or by the Participant, as applicable, on
account of Good Reason, death or Disablity, then the Participant shall receive
a number of shares of Stock equal to the number of Performance Share Units granted
hereunder, multiplied by a fraction, the numerator of which is the number of
full months completed since the date hereof as of the date of such termination,
and the denominator of which is 36.


(d)           Subject to Section 3(f), if, after
December 31, 2007, but prior to the Determination Date and prior to a Change in
Control, the Participant’s Continuous Service is terminated by the Company
other than for Cause or by the Participant, as applicable, on account of Good
Reason, death or Disability, then the Participant’s Performance Share Unit
number shall be determined (or that of the Participant’s designated beneficiary
in the event of the Participant’s death) in accordance with Appendix A, and the
Participant shall at the time of such termination be vested in a number of
shares of Stock determined by the product of (i) such Performance Share Unit
number, multiplied by (ii) a fraction, the numerator of which is the number of
full months completed since the date hereof as of the date of such termination,
and the denominator 











of which is 36. 
All shares of Stock to be issued to the Participant under this Section
3(d), if any, shall be issued to the Participant as soon as practicable after
the Participant’s Continuous Service ceases but in no event later than March 15
of the calendar year following the calendar year in which the Participant’s
Continuous Service ceases.  If the
Participant becomes entitled to any shares of Stock under this Section 3(d), he
shall not be entitled to receive any shares of Stock under any other subsection
of this Section 3.


(e)           If there is a Change in Control on or
prior to December 31, 2007, and the Participant remains in Continuous Service
through the date which is six (6) months after the effective date of the Change
in Control (“Six-Month Date”), then the Participant shall be vested in a number
of shares of Stock equal to the number of Performance Share Units granted
hereunder, multiplied by a fraction, the numerator of which is the number of
full months that have elapsed since the date hereof as of the date of such
termination, and the denominator of which is 36.


(f)            If there is a Change in Control
after December 31, 2007, but prior to the Determination Date, and the
Participant remains in Continuous Service through the Six-Month Date, then the
Participant’s Performance Share Unit number shall be determined (or that of the
Participant’s designated beneficiary in the event of the Participant’s death)
in accordance with Appendix A, and the Participant shall on such Six-Month Date
be vested in a number of shares of Stock determined by the product of (i) such
Performance Share Unit number, multiplied by (ii) a fraction, the numerator of
which is the number of full months completed since the date hereof as of the
date of such termination, and the denominator of which is 36.  Thereafter, the Participant shall become
vested as of the Determination Date in a number of shares of Stock equal to the
product of the number of Performance Share Units granted hereunder, multiplied
by the fraction resulting from one (1) minus the fraction set forth in Section
3(f)(ii) of this paragraph, provided that, in the event that the Participant’s
employment is terminated prior to the Determination Date by the Company other
than for Cause or by the Participant, as applicable, on account of Good Reason,
death or Disability, the Participant shall be vested in a number of shares of
Stock equal to the number of Remaining Performance Share Units, multiplied by a
fraction, the numerator of which is number of full months that have elapsed for
the period commencing on the Six-Month Date and ending on the date of such
termination, and the denominator of which is the number of full months for the
period commencing on the Six-Month Date and ending on the Determination Date.  Notwithstanding any provision hereof, to the
extent that cash is substituted for all or part of any Performance Share Unit
incident to the Change in Control, then each such Performance Share Unit shall
to that extent be immediately vested upon the Change in Control.  All shares of Stock (or any cash substituted
therefore) to be issued to the Participant under this Section 3(f), if any,
shall be issued to the Participant as soon as practicable after such Six-Month
Date occurs but in no event later than March 15 of the calendar year following
the calendar year in which the Six-Month Date occurs.  If the Participant becomes entitled to any
shares of Stock or cash under this Section 3(f), he shall not be entitled to
receive any shares of Stock under any other subsection of this Section 3.


(g)           If there is a Change in Control on or
prior to December 31, 2007, and the Participant’s Continuous Service is
terminated by the Company other than for Cause or by the Participant, as
applicable, on account for Good Reason, death or Disability during the Change
in Control Period, then the Participant shall receive a number of shares of
Stock equal to the











 number of
Performance Share Units granted hereunder, multiplied by a fraction, the
numberator of which is the number of full months completed since the date
hereof as of the date of such termination, and the denominator of which is 36.


(h)           If there is a Change in Control after
December 31, 2007, but prior to the Determination Date, and the Participant’s
Continuous Service is terminated during the Change in Control Period by the
Company other than for Cause or by the Participant, as applicable, on account
of Good Reason, death or Disability, then the Participant’s Performance Share
Unit number shall be determined in accordance with Appendix A, and the
Participant shall be vested at the time of such termination in the sum of (i) a
number of shares of Stock determined by multiplying such Performance Share Unit
number by a fraction, the numerator of which is the number of full months completed
since the date hereof as of the date of such Change in Control, and the
denominator of which is 36, and (ii) a number of shares of Stock equal to the
product of the number of Performance Share Units granted hereunder, multiplied
by the fraction resulting from one (1) minus the fraction set forth in Section
3(h)(i) of this paragraph.  All shares of
Stock to be issued to the Participant under this Section 3(h) as a result of
the Participant’s termination of Continuous Service on or prior to the Change
in Control, if any, shall be issued to the Participant no later than March 15
of the calendar year following the calendar year in which the effective date of
the Change in Control occurs.  All shares
of Stock to be issued to the Participant under this Section 3(h) as a result of
the Participant’s termination of Continuous Service after the effective date of
the Change in Control, if any, shall be issued to the Participant as soon as
practicable after the Participant’s Continuous Service ceases but in no event
later than March 15 of the calendar year following the calendar year in which
the Participant’s Continuous Service ceases. 
If the Participant becomes entitled to any shares of Stock under this
Section 3(h), he shall not be entitled to receive any shares of Stock under any
other subsection of this Section 3.


(i)            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);


(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


(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.


(j)            For the purposes of Section 3(i)
(and with respect to Section 3(i)(i), for purposes of Section 1(b)), the
following terms shall have the following meanings:


 















 


(i)            “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”);


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


(iii)          “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.


4.                                       Nontransferability
of Grant


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


5.                                       Distribution
and Voting Rights


Performance Share Units shall have no distribution,
dividend or voting rights.


6.                                       Stock;
Adjustment Upon Certain Events


(a)           Stock to be issued under this
Agreement, if any, 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 Performance Share Units 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)           If an acquiring entity
does not agree to the continuation and future vesting of the Performance Share
Units hereunder and other conditions that apply in the event of a Change in
Control, then the number of Performance Share Units granted hereunder shall be
fully vested upon a Change in Control.


7.                                       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.


8.                                       Other
Conditions


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


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 delivery of any shares of Stock under this Agreement.  The
Company shall withhold from the total number of shares of Stock the Participant
is to receive on a settlement date a number of shares that has a total value
equal to the amount necessary to satisfy any and all such withholding tax
obligations.  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 withholding 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 Participant
becomes the owner of shares of Stock under this Agreement 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 Participant
becomes the owner of shares of Stock under this Agreement, in an amount
sufficient to satisfy such obligations. 
The option described in clause (b) of the preceding sentence shall not
be available if the Participant is an
officer subject to Section 16 of the Exchange Act as amended and/or Rule 144 promulgated
under the Securities Act of 1933 as amended.


10.                                 Distribution
of Stock


Subject to Section 8, reasonably promptly after the
time the Participant becomes entitled to receive shares of Stock, if any, under
this Agreement, (but in no event later than the time periods described in
Sections 3(a) through 3(h), as the case may be) the Company shall cause the
Participant to be the record owner of such shares of Stock.











11.                                 Incorporation
of the Plan


The Plan, as it exists on the date of this Agreement
and as amended from time to time, is hereby incorporated by reference and made
a part hereof, and the Performance Share Units and this Agreement shall be
subject to all terms and conditions of the Plan.  In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the terms of the
Plan shall control, except as expressly stated otherwise.


12.                                 Electronic
Delivery


The Company may, in its sole discretion, deliver any
documents related to the Performance Share Units and the Participant’s
participation in the Plan, or future awards that may be granted under the Plan,
by electronic means or to request the Participant’s consent to participate in
the Plan by electronic means.  The
Participant hereby consents to receive such documents by electronic delivery
and, if requested, agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party
designated by the Company.


13.                                 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)           The Participant acknowledges that the
Company intends for the information contained in Section 1(m) and Appendix A
hereof to remain confidential. 
Notwithstanding any other provision hereof, the Participant’s
entitlement to any award or payment hereunder is contingent upon the
Participant maintaining the confidentiality of the information contained in
Section 1(m) and Appendix A.  The
Participant agrees that he or she shall not disclose or cause the disclosure of
such information and shall hold such information confidential.


(c)           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, provided,
however, that, notwithstanding any other provision of this Agreement or the
Plan to the contrary, the parties shall in good faith amend this Agreement to
the limited extent necessary to comply with the requirements under Code Section
409A in order to ensure that any amounts paid or payable hereunder are not
subject to the additional 20% income tax thereunder while maintaining to the
maximum extent practicable the original intent of this Agreement.


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











(e)           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.


(f)            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.


(g)           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.


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


(i)            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.


(j)            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.


(k)           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















Appendix A


The Performance
Share Unit number shall be determined in accordance with the following
chart.  Upon any date of determination as
set forth in the Agreement, the Participant’s Performance Share Unit number
shall be determined as of the most recently completed fiscal quarter for the
period commencing January 1, 2007.  Such
Performance Share Unit number shall be equal to the product of (1) the number
of Performance Share Units granted hereunder, multiplied by (2) the sum of (a)
the lowest Percentage of Target in the applicable Percentage of Target Range,
plus (b) the ProRata Target Percentage Point Increase.  


	
   

  	
  Cumulative 

  EPS Ranges

  per specified

  quarter

  	
   

  	
   

  	
  4th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  5th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  6th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  7th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  8th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  9th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  10th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  11th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  Percentage of Target

  ranges (Earned Shares

  as % of Target)

  	
   

  
	
  Less than

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  0

  	
   

  
	
  Between

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  75% to 100%

  (pro rata)

  	
   

  
	
  Between

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  [***] and [***]

  	
   

  	
  100% to 200%

  (pro rata)

  	
   

  
	
  More
  than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  200%

  	
   

  
																														



 


The “ProRata
Percentage Point Increase” means the quotient of (1) the increase in the
Cumulative EPS within the specified range per the applicable quarter for which
the determination is made, divided by (2) the result of a fraction, the
numerator of which is the difference between the lowest and highest Cumulative
ESP within such specified range per the applicable quarter for which the
determination is made, and the denominator of which is the difference between
the lowest and highest specified Percentage of Target for such quarter.


***CONFIDENTIAL
MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION***