Exhibit
10.2


priceline.com
Incorporated 1999 Omnibus Plan


RESTRICTED STOCK UNIT AGREEMENT — NON-U.S.
PARTICIPANTS


THIS RESTRICTED
STOCK UNIT AGREEMENT (“Agreement”) is 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 stock units (the “RSUs”) 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 RSUs comprising this award may be recorded in
an unfunded RSU 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
RSU awarded to him until shares of Stock, if any, are issued to the Participant
as described in this Agreement.


1.             The
Grant


(a)           Subject to the terms and conditions
set forth herein, the Participant hereby is granted _____________ (_______)
RSUs on the Grant Date.


(b)           Subject to Section 4 hereof, all of
the RSUs granted under this Agreement shall vest on the third anniversary of
the Grant Date (the “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 4
hereof, the Participant shall not proportionately or partially vest in any RSUs
during any period prior to the Vesting Date, and the Participant shall become
vested in the RSUs only on the Vesting Date pursuant to this Section 1(b).


(c)           Upon satisfaction of the vesting
requirement set forth in Section 1(b) and as soon as administratively
practicable following the Vesting Date, the Company shall issue the Participant
one (1) share of Stock free and clear of any restrictions for each vested RSU.


(d)           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.             Dividend
Equivalents


The Participant shall not
be entitled to receive a cash payment equal to any dividends and distributions
paid with respect to any share of Stock underlying each RSU granted under this
Agreement that becomes declared or payable prior to the vesting date.













 


3.             No
Voting Rights


The Participant shall not
be a shareholder of record and shall have no voting rights with respect to
shares of Stock underlying an RSU prior to the Company’s issuance of such
shares following the applicable vesting date to the Participant.


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


(a)           Subject to Sections 4(b), (c), (d),
(e), and (f), upon the Participant’s termination of Continuous Service, the
unvested portion of the RSU granted under this Agreement shall be immediately
forfeited and canceled.


(b)           Notwithstanding Sections 1(b) or
4(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 death or Disability, the Participant
shall be vested in a ProRata Number of RSUs, and any unvested RSUs shall be
immediately forfeited and canceled.


(c)           Notwithstanding Sections 1(b) or
4(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 RSUs and, subject to Section
4(d), shall become vested in the remaining portion of any RSUs on the Vesting
Date, provided that, notwithstanding any other provision hereof, to the extent
that any RSUs (or fraction thereof) are 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 RSUs (or fraction thereof) exchanged
for cash.


(d)           Notwithstanding Sections 1(b) or
4(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 death or
Disability, the Participant shall be fully vested in the RSUs 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
4(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 RSUs granted under this Agreement.


(f)            A “ProRata Number of RSUs” means a
number of RSUs equal to the number of RSUs granted under this Agreement subject
to Sections 4(b) and 4(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);


(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.


(h)           For the purposes of Section 4, 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.


“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 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.













5.             Nontransferability
of Grant


Except as otherwise
provided herein or in the Plan, RSUs 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 an RSU, whether voluntary or involuntary, by operation of
law or otherwise, shall be permitted. 
Immediately upon any attempt to transfer such rights, such RSU, and all
of the rights related thereto, shall be forfeited by the Participant.


6.             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 RSU 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 stock issuable hereunder, provided that the vesting
requirements with respect to such RSUs pursuant to Sections 1 and 4 hereof
shall apply, except as otherwise provided in Section 4(c), and further provided
that if the acquiring entity does not agree to such restrictions upon the
substituted property, then such RSUs 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
shares of Stock underlying an RSU shall be effective only at such time as
counsel to the Company shall have determined that the issuance and delivery of
such shares are 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 taxes and contributions of any kind required by law to
be withheld with respect to the vesting of an RSU.  The Participant agrees that the Participant’s
employer (the “Employer”) may, in its discretion, (i) require the Participant
to remit to the Employer on the date on which an RSU vests cash in an amount
sufficient to satisfy all applicable required withholding taxes and
contributions related to such vesting, (ii) deduct from his regular salary
payroll cash, on a payroll date following the date on which an RSU vests, in an
amount sufficient to satisfy such obligations, or (iii) withhold and sell
sufficient shares of Stock that become issuable to the Participant on the
applicable vesting date to satisfy such obligations.


10.           Data
Privacy


The Participant
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Participant’s personal data by and among, as
applicable, the Company and its Subsidiaries and Affiliates for the exclusive
purpose of implementing, administering and managing the Participant’s
participation in the Plan.  The
Participant hereby understands that the Company and its Subsidiaries and
Affiliates hold certain personal information about the Participant, including,
but not limited to, the Participant’s name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of Stock or directorships held in the
Company, details of all RSUs or any other entitlement to shares of Stock
awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the purpose of implementing, administering and
managing the Plan (“Data”).  The
Participant hereby understands that Data may be transferred to any third
parties assisting in the implementation, administration and management of the
Plan, that these recipients may be located in the Participant’s country or
elsewhere (including countries outside of the European Union), and that the
recipient’s country may have different data privacy laws and protections than
the Participant’s country.  The
Participant hereby understands that the Participant may request a list with the
names and addresses of any potential recipients of the Data by contacting the
Participant’s local human resources representative.  The Participant authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom the
Participant may elect to deposit any shares acquired upon vesting of the
RSU.  The Participant hereby understands
that Data will be held only as long as is necessary to implement, administer
and manage the Participant’s participation in the Plan.  The Participant hereby understands that the
Participant may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Participant’s local human resources representative.  The Participant hereby understands, however,
that refusing or withdrawing the Participant’s consent may affect the
Participant’s ability to participate in the Plan.  For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant
hereby understands that the Participant may contact the Participant’s local
human resources representative.


 













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 RSUs 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 this RSU 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.           Nature
of Grant


The Participant
acknowledges and agrees that: (a) the Plan is established voluntarily by the
Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time;  (b) the grant of RSUs is voluntary and
occasional and does not create any contractual or other right to receive future
grants of RSUs, or benefits in lieu of RSUs, even if RSUs has been granted
repeatedly in the past; (c) all decisions with respect to future RSU grants, if
any, will be at the sole discretion of the Company; (d) Participation in the
Plan is voluntary; (e) the RSU is not a part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (f) the future value of the underlying shares is unknown and cannot
be predicted with certainty; and (g) in consideration of the grant of RSUs, no
claim or entitlement to compensation or damages shall arise from termination of
the RSUs or diminution in value of the RSUs or shares received upon vesting
including (without limitation) any claim or entitlement resulting from
termination of the Participant’s active employment by the Company or a
Subsidiary or Affiliate (for any reason whatsoever and whether or not in breach
of local labor laws) and the Participant hereby releases the Company and its
Subsidiaries and Affiliates from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by signing this Agreement, the Participant
shall be deemed irrevocably to have waived the Participant’s entitlement to
pursue such claim.


14.           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
validly given or made when delivered 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.


(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