Exhibit 10.87


 


PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN


RESTRICTED STOCK AGREEMENT


 


THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as
of the 1st day of February 2005, 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
Jeffery H. Boyd (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 February 1, 2005 (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 fifty
thousand (50,000) shares of Restricted Stock.


 


(b)                                 Subject
to Section 2 hereof, ten thousand (10,000) shares of the Restricted Stock
granted under this Agreement (the “Consideration Shares”) shall vest on February 28,
2006.  For avoidance of doubt, there
shall be no proportionate or partial vesting of Consideration Shares prior to February 28,
2006.  All other shares of Restricted
Stock granted under this Agreement which are not Consideration Shares shall be
referred to as “General Shares”.


 


(c)                                  Subject
to Section 3 hereof, all of the General Shares shall vest on February 28,
2008.


 


(d)                                 For
purposes of this Agreement, “Continuous Service” shall mean the Participant’s
service with the Company or any Subsidiary or Affiliate as an employee is not
interrupted or terminated.


 


2.                                       Restrictions
On Consideration Shares


 


(a)                                  Notwithstanding
anything in the Employment Agreement (as defined in this Section 2(a)) to
the contrary, if, prior to February 28, 2006, the Participant in any way
fails to comply with the terms and conditions of Section 15(b) and 15(c)
of that certain employment agreement, dated February 7, 2005, by and
between the Company and Participant (the “Employment Agreement”), all
Consideration Shares shall be immediately forfeited and canceled.


 





















 


(b)                                 Notwithstanding
anything in the Employment Agreement to the contrary, if the Participant has a
termination of Continuous Service as a result of the Participant’s death prior
to February 28, 2006, all Consideration Shares shall be immediately
forfeited and canceled.


 


(c)                                  In
the event of a Change in Control occurring prior to February 28, 2006, the
Participant shall be fully vested in all Consideration Shares, if  (i) the Participant was in Continuous Service
immediately prior to the Change in Control and (ii) the Participant remains in
Continuous Service through the date which is the earlier of February 28,
2006 or six (6) months after the effective date of the Change in Control.  In the event that the Participant’s
Continuous Service is terminated prior to February 28, 2006 (other than
for Cause) by the Company in anticipation of a Change in Control, then the
Participant shall be fully vested in all Consideration Shares. The
determination of whether the Participant’s Continuous Service is terminated by
the Company in anticipation of a Change in Control shall be made by the
Company, in its sole discretion.  If
there is a Change in Control prior to February 28, 2006 and the
Participant’s Continuous Service is terminated by the Company during the period
beginning on the effective date of such Change in Control and ending on the
earlier of February 28, 2006 or the date which is six (6) months after the
effective date of a Change in Control, then the Participant shall be fully
vested in all Consideration Shares.  For
purposes of this Section 2(c), the term “Change in Control” shall have the
meaning given such term under the Employment Agreement.


 


3.                                       Restrictions
on General Shares


 


(a)                                  Except
as otherwise provided under the Employment Agreement and subject to Section 3(b)
below, upon the Participant’s termination of Continuous Service, the unvested
portion of the General Shares shall be immediately forfeited and canceled.


 


(b)                                 If
the Participant has a termination of Continuous Service as the result of a “Termination
without Cause” or a “Termination for Good Reason” (as those terms are defined
under the Employment Agreement), the Participant shall be fully vested in (i)
the number of General Shares determined by multiplying the total number of
General Shares granted under this Agreement by a fraction, the numerator of
which is the number of full calendar months elapsed since the Grant Date and
the denominator of which is 36, plus
(ii) fifty percent (50%) of the total General Shares granted under this
Agreement which do not become vested in accordance with clause (i) of this Section 3(b).


 


4.                                       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.


 


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5.                                       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.


 


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 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.


 


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 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.


 


9.                                       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.


 


10.                                 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


 


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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 Company will provide the Participant with
a cash refund for any fraction of surrendered shares of Stock not necessary for
required withholding taxes and social security contributions.  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 9 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 9
is delivered to the Company.


 


11.                                 Distribution
of Restricted Stock


 


Upon
the vesting of any Restricted Stock pursuant to the terms hereof, the
restrictions of Sections 2 or 3 (as the case may be) and Section 4 shall
lapse with respect to such vested Restricted Stock.  Reasonably promptly after any Restricted
Stock vests, the Company shall cause to be delivered to the Participant a
certificate evidencing such Stock.


 


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


 


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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 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 supercede
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.


 


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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:

  	
  /s/
  Ralph M. Bahna

  	
   

  
	
   

  	
   

  	
   Ralph
  M. Bahna

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
  Jeffery H. Boyd

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffery H.
  Boyd

  	
   

  
	
   

  	
  Signature

  



 


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