Exhibit 10.68


 


PRICELINE.COM INCORPORATED


 


1999 OMNIBUS PLAN


 


AWARD AGREEMENT


 


This Stock Option Agreement (this “Agreement”) is executed and
delivered as of the Option Grant Date by and between priceline.com Incorporated
(the “Company”) and the Optionee. The Optionee and the Company hereby agree as
follows:


 


1.               The
Company, pursuant to the priceline.com Incorporated 1999 Omnibus Plan (“Plan”),
which is incorporated herein by reference, and subject to the terms and
conditions thereof, hereby grants to the Optionee an option to purchase the
Optioned Shares at the Exercise Price Per Share indicated on the Certificate of
Stock Option Grant on the Transcentive website. Unless otherwise determined
under the Plan, the Option shall become exercisable in accordance with the
schedule set forth in the Certificate.


 


2.               The
Option granted hereby shall be treated as a Non-Qualified stock option under
the Internal Revenue Code.


 


3.               The
Option granted hereby shall terminate, subject to the provisions of the Plan,
no later than at the close of business on the Termination Date.


 


4.               The
Optionee shall comply with and be bound by all the terms and conditions
contained in the Plan.


 


5.               The
obligation of the Company to sell and deliver any stock under these Options is
specifically subject to all provisions of the Plan and all applicable laws,
rules, regulations and governmental and stockholder approvals.


 


6                  Any
notice by the Optionee to the Company hereunder shall be in writing and shall
be deemed duly given only upon receipt thereof by the Company at its principal
offices.  Any notice by the Company to
the Optionee shall by in writing and shall be deemed duly given if mailed to
the Optionee at the address last specified to the Company by the Optionee.


 


7                  Commencing
on the date of Optionee’s cessation of employment with the Company or any
subsidiary or affiliate and continuing for twelve (12) months thereafter,
Optionee (a) shall not (whether for Optionee’s own account or on behalf of any
person, corporation, partnership, or other business entity, and whether
directly or indirectly) solicit or endeavor to entice away from the Company or
any subsidiary or affiliate, any empolyee or group of employees thereof and (b)
shall not take any action or make any statements, written or oral, which
disparage or defame the goodwill or reputation of the Company, its directors,
officers or employees.


 


8                  The
validity and construction of this Agreement shall be goverened by the laws of
the State of Delaware, without reference to its principles of conflicts of law.


 


THIS AGREEMENT is made under and subject to the provisions of the Plan,
as the same may be amended from time to time and all of the provisions of the
Plan are, and all amendments hereafter made thereto will be upon their adoption
by the Company, also provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, as amended
from time to time, the provisions of the Plan, as amended, shall govern. By
electronically signing this Agreement on the Transcentive website, the Optionee
accepts and agrees to all of the foregoing terms and provisions and to all of
the terms and provisions of the Plan, as amended from time to time, incorporated
herein by reference and confirms that he or she has received a copy of the Plan
as in effect on the date hereof.  IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized representative and the Optionee has hereunto set his hand as of the
date set forth above.


PRICELINE.COM INCORPORATED


 





















 


 


	
  Jeffery Boyd

  	
   

  
	
  Chief Executive Officer.