Exhibit 10.1


 


PRICELINE.COM  INCORPORATED 1999 OMNIBUS PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is
made as of the 4th day of March, 2009 by and between priceline.com
Incorporated, a Delaware corporation, with its principal United States office
at 800 Connecticut Avenue, Norwalk, Connecticut 06854, and
                                      
(the “Participant”).


 


WITNESSETH:


 


Pursuant to terms of the priceline.com Incorporated
1999 Omnibus Plan, as amended (the “Plan”), the Board of Directors of the
Company (the “Board”) has authorized this Agreement.  The Participant has been granted as of March 4,
2009 (the “Grant Date”) the number of restricted stock units (“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 the Participant until shares of Stock, if any, are
issued to the Participant as described in this Agreement.


 


1.                                       Definitions


 


(a)           “Applicable 20-Day Period” shall mean (i) for purposes of applying
Section 3(a), the period of twenty (20) consecutive trading days during
the six-month period preceding the Target Vesting Date, as compared to all
other periods of twenty (20) consecutive trading days during such six-month period,
for which the lowest closing price of Stock on the national securities exchange
on which the Stock is traded during such 20-day period is higher than the
lowest closing price during any other such 20-day period, and (ii) for
purposes of applying Section 3(c), the period of twenty (20) consecutive
trading days during the six-month period preceding the date on which the
Participant’s Continuous Service terminates, as compared to all other periods
of twenty (20) consecutive trading days during such six-month period, for which
the lowest closing price of Stock on the national securities exchange on which
the Stock is traded during such 20-day period is higher than the lowest closing
price during any other such 20-day period.


 


(b)           “Change in Control Closing Price”
shall mean, for purposes of applying Section 3(d) or 3(e), the
closing price of Stock on the principal national securities exchange on which
the Stock is traded on the effective date of the Change in Control or, in a
going private transaction, the acquisition price of a share of Stock.


 


(c)           “Change in Control Period” shall mean
the period commencing on 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)           “Code” shall mean the U.S. Internal
Revenue Code of 1986, as amended.


 


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(e)           “Company” shall mean priceline.com
Incorporated, any of its subsidiaries or affiliates.


 


(f)            “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.


 


(g)           “Disability” shall mean (i) any
physical or mental condition that would qualify a Participant for a disability
benefit under any long-term disability plan maintained by the Company and
applicable to him or her, (ii) if there is no such plan, such condition
provided in any applicable governmental statute or regulation that constitutes
a Disability, or (iii) if there is no such applicable statute or
regulation, such other condition as may be determined by the Committee in its
sole discretion to constitute a Disability.


 


(h)           “Measurement Price” shall mean the
lowest closing price of Stock on the principal national securities exchange on
which the Stock is traded during the Applicable 20-Day Period.


 


(i)            “Six-Month Date” shall mean the date
that is six (6) months after the effective date of a Change in Control.


 


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


 


(k)           “Target Amount” shall have the
meaning given such term under Section 2.


 


(l)            “Target Vesting Date” shall mean March 4,
2012.


 


(m)          “Vesting Factor” shall mean the factor
by which to multiply the Target Amount determined in accordance with the
following table:


 


	
  If the Measurement Price or the Change in Control

  Closing Price, as applicable, is:

  	
   

  	
  Then the Vesting Factor is:

  
	
  Equal to or
  greater than $97.05, but less than $104.69

  	
   

  	
  0.5x

  
	
  Equal to or
  greater than $104.69, but less than $113.03

  	
   

  	
  0.75x

  
	
  Equal to or
  greater than $113.03

  	
   

  	
  1x

  



 


2.                                       The
Grant


 


(a)           Subject to the terms and conditions
set forth herein, the Participant is granted
                    
(                    )
RSUs on the Grant Date (the “Target Amount”).


 


(b)           Subject to the vesting requirements
set forth in Section 3 below, the Company shall issue the Participant one (1) share
of Stock free and clear of any restrictions for each vested RSU on the
applicable payment date specified in Section 3.


 


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


 


(a)           Vesting on Target Vesting Date.  If (i) the Participant remains in
Continuous Service through and including the Target Vesting Date and (ii) the
Measurement Price is equal to or exceeds $97.05, then the Participant shall
become vested in a number of RSUs determined by multiplying the Target Amount
by the applicable Vesting Factor.  All
shares of Stock underlying the vested RSUs to be issued to the Participant
under this Section 3(a), if any, shall be issued to the Participant within
ten (10) days after the Target Vesting Date, but in any event, no later
than March 15, 2013.


 


(b)           Termination for Cause; Voluntary
Termination.  If, prior to the Target
Vesting 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 of death or Disability prior to the Target Vesting Date, then the RSUs
granted under this Agreement shall be immediately forfeited and cancelled.


 


(c)           Termination Without a Change in
Control.  If (i) on or prior to
the Target Vesting Date and the occurrence of a Change in Control, the
Participant’s Continuous Service is terminated by the Company other than for
Cause or by the Participant on account of death or Disability and (ii) the
Measurement Price is equal to or exceeds $97.05, then the Participant (or the
Participant’s designated beneficiary in the event of the Participant’s death)
shall become vested in a number of RSUs determined by multiplying (A) the
Target Amount by (B) the applicable Vesting Factor by (C) a fraction,
the numerator of which is the number of full months completed since the Grant Date
as of the date of such termination, and the denominator of which is 36.  Subject to Section 3(f), all shares of
Stock underlying the vested RSUs to be issued to the Participant under this Section 3(c),
if any, shall be issued to the Participant within ten (10) days after the
termination of the Participant’s Continuous Service, but in any event, no later
than March 15 of the calendar year following the calendar year in which
the termination occurs.


 


(d)           Change in Control Without
Termination.  If (i) there is a
Change in Control on or prior to the Target Vesting Date, (ii) the
Participant remains in Continuous Service through the earlier of the Target
Vesting Date or the Six-Month Date, and (iii) the Change in Control
Closing Price is equal to or exceeds $97.05, then the Participant shall become
vested in a number of RSUs determined by multiplying the Target Amount by the
applicable Vesting Factor.  Subject to Section 3(f),
all shares of Stock underlying the vested RSUs to be issued to the Participant
under this Section 3(d), if any, shall be issued to the Participant within
ten (10) days of the Six-Month Date, but in any event, no later than March 15
of the calendar year following the calendar year in which the Six-Month Date
occurs; provided, however, that if issuance of the shares of
Stock pursuant to this Section 3(d) is considered to be a “deferral
of compensation” (as such phrase is defined for purposes of Section 409A
of the Code) and if the Change in Control triggering the right to payment under
this Section 3(d) does not constitute a permitted distribution event
under Section 409A(a)(2) of the Code, then notwithstanding anything
in this Section 3(d) to the contrary, the shares of Stock to be
issued to the Participant under this Section 3(d) shall be issued, to
the extent necessary to comply with Section 409A of the Code, to the
Participant on (or within 10 days after) the earliest of (1) the
Participant’s “separation from service” with the Company (determined in
accordance with Section 409A of the Code); (2) the Target Vesting
Date; or (3) the Participant’s death.


 


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(e)           Termination During a Change in
Control Period.  If (i) there is
a Change in Control on or prior to the Target Vesting Date, (ii) the Participant’s
Continuous Service is terminated by the Company other than for Cause or by the
Participant on account of death or Disability during the Change in Control
Period, and (iii) the Change in Control Closing Price is equal to or
exceeds $97.05, then the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) shall become vested in a
number of RSUs determined by multiplying the Target Amount by the applicable
Vesting Factor.  Subject to Section 3(f),
all shares of Stock underlying the vested RSUs to be issued to the Participant
under this Section 3(e), if any, shall be issued to the Participant within
ten (10) days after the termination of the Participant’s Continuous
Service, but in any event, no later than March 15 of the calendar year
following the calendar year in which the termination occurs.


 


(f)            Notwithstanding anything in this
Agreement to the contrary, if the Participant is a “specified employee” (within
the meaning of Section 409A of the Code) and if the issuance of the shares
of Stock pursuant to Section 3(c) or 3(e) is considered to be a “deferral
of compensation” (as such phrase is defined for purposes of Section 409A
of the Code), then the Participant’s date of issuance of the shares of Stock
shall be the date that is the first day of the seventh month after the date of
the Participant’s “separation from service” with the Company (determined in
accordance with Section 409A of the Code).


 


4.                                       Nontransferability
of Grant


 


Except as otherwise provided herein or in the Plan, no
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 such RSUs, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. 
Immediately upon any attempt to transfer such rights, such RSUs, and all
of the rights related thereto, shall be forfeited by the Participant.


 


5.                                       No
Dividend Equivalents


 


The Participant shall not be entitled to receive any
dividends or dividend equivalents in respect of any distributions paid with
respect to any share of Stock underlying the RSUs granted under this Agreement
that become declared or payable with respect to a record date prior to the date
on which shares of Stock are issued to the Participant pursuant to this
Agreement.


 


6.                                       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 the
RSUs granted under this Agreement prior to the date on which shares of Stock
are issued to the Participant pursuant to this Agreement.


 


7.                                       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.


 


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(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 the RSUs pursuant to Section 3 hereof shall
apply, and further provided that if the acquiring entity does not agree to such
vesting requirements upon the substituted property, then the RSUs shall be
fully vested upon a Change in Control.


 


8.                                       Determinations


 


The Committee shall determine the extent to which an
award has been earned, if at all, in accordance with Section 3 of this
Agreement on or prior to the Target Vesting Date.  Such determination and all other
determinations, interpretations or other actions 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.  In addition, the
Chairperson of the Committee is hereby authorized to make any determination
with respect to an award’s vesting and payment in the event the Participant’s
Continuous Service terminates pursuant to Sections 3(c) or 3(e) of
this Agreement, and such determination shall be likewise conclusive and
binding.


 


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 the RSUs.  The Participant
agrees that the Participant’s employer (the “Employer”) may, in its discretion,
(a) require the Participant to remit to the Employer on the date on which
the RSUs vest cash in an amount sufficient to satisfy all applicable required
withholding taxes and contributions related to such vesting, (b) deduct
from his or her regular salary payroll cash, on a payroll date following the
date on which the RSUs vest, in an amount sufficient to satisfy such
obligations, or (c) withhold sufficient shares of Stock that become
issuable to the Participant on the applicable vesting date to satisfy such
obligations.


 


10.                                 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.


 


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11.                                 Electronic
Delivery


 


The Company may, in its sole discretion, deliver any
documents related to the RSUs 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.


 


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)           The Participant acknowledges that the
Company intends for the information contained in Section 1(m) 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).  The Participant agrees that he 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.  To the extent applicable, it is intended that
this Agreement comply with the provisions of Section 409A of the Code, so
that the income inclusion provisions of Section 409A(a)(1) of the
Code do not apply to the Participant. 
This Agreement shall be administered in a manner consistent with this
intent.  References to Section 409A
of the Code will also include any regulations or any other formal guidance
promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service.


 


(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.


 


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(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.


 


[Signature on the following page]


 


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


 


	
  PRICELINE.COM INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  PARTICIPANT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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