Exhibit
10.69


 


PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN


RESTRICTED STOCK AGREEMENT


 


THIS
RESTRICTED STOCK AGREEMENT (“Agreement”) effective as of the 2nd day of June,
2004, 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 June 2,
2004 (the “Grant Date”) 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 two
thousand (2,000) shares of Restricted Stock.


 


(b)           Subject
to Section 2 hereof, one-fourth (1/4) of the Restricted Stock granted under
this Agreement shall vest on the first anniversary of the Grant Date and an
additional one-fourth (1/4) of the Restricted Stock granted under this
Agreement shall vest on each of the second, third and fourth anniversaries of
the Grant Date if on each such vesting date, the Participant has been in
Continuous Service through such date. 
For avoidance of doubt, there shall be no proportionate or partial
vesting in the periods prior to each vesting date and vesting shall occur only
on the applicable vesting dates pursuant to this Section 1(b).  Upon satisfaction of the vesting requirements
set forth in this Section 1(b), the restrictions on the vested Restricted
Stock, as set forth in Section 2 of this Agreement, shall lapse.  For purposes of this Agreement, “Continuous
Service” shall mean the Participant’s service as a director on the Board is not
interrupted or terminated.


 


2.             Effect
of Termination of Continuous Service


 


(a)           If
the Participant’s Continuous Service terminates for any reason other than the Participant’s  (i)
Disability, (ii) retirement after attaining age 65, or (iii) failure to be
renominated for election to the Board, then the unvested portion of the Restricted
Stock granted under this Agreement shall be immediately forfeited and canceled.


 


(b)           If
the Participant’s Continuous Service terminates as a result of the Participant’s  (i) Disability, (ii) retirement after
attaining age 65, or (iii) failure to be renominated for election to the Board,
then all shares of Restricted Stock granted under this Agreement shall be fully
vested on the date the Participant’s Continuous Service terminates.


 





















 


3.             Nontransferability
of Grant


 


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


 


4.             Dividend
and Distribution Rights


 


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


 


5.             Stock;
Adjustment Upon Certain Events.


 


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


 


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


 


6.             Determinations


 


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


 


7.             Other
Conditions


 


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


 


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


 


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


 


9.             Withholding
Taxes


 


The Participant shall be
liable for any and all U.S. federal, state or local taxes of any kind required
by law to be withheld with respect to the vesting of Restricted Stock.  When the Restricted Stock
vests, the Participant shall surrender to the Company a sufficient number of
whole shares of Stock as necessary to cover all applicable required withholding
taxes and social security contributions related to such vesting.  The 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 8 above, the Participant shall remit
to the Company in cash an amount sufficient to satisfy any withholding
obligations at the time the notice described in Section 8 is delivered to the
Company.


 


10.           Distribution
of Restricted Stock


 


Upon the vesting of any
Restricted Stock pursuant to the terms hereof, the restrictions of Sections 2
and 3 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.


 


11.           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


 


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or
substantially all of the business and/or assets of the Company to expressly
assume and agree in writing to perform this Agreement.  Notwithstanding the foregoing, this Agreement
may not be assigned by the Participant.


 


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


 


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


 


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


 


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


 


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


 


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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
					



 


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