Exhibit 10.82


 


EMPLOYMENT AGREEMENT


 


BY AND BETWEEN


 


 


PRICELINE.COM
INCORPORATED


 


AND


 


JEFFERY H. BOYD


 


 


FEBRUARY 7, 2005


 





















 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT, dated as of February 7, 2005 (the “Effective Date”), by and between Priceline.com Incorporated,
a Delaware corporation, with its principal office at 800 Connecticut Avenue,
Norwalk, Connecticut 06854 (the “Company”), and
Jeffery H. Boyd (“Executive”).


 


W I T N E
S S E T H:


 


WHEREAS, the Company and
Executive entered into an employment arrangement, dated December 30, 1999,
which was amended on August 21, 2000, amended and restated on November 20, 2000
and further amended on December 20, 2001 (collectively, the “Original Employment Agreement”);


 


WHEREAS, the Company desires
that Executive continue to be employed as President and Chief Executive Officer
of the Company; and


 


WHEREAS, the Company and
Executive desire to replace and supersede the Original Employment Agreement in
its entirety and enter into this agreement (the “Agreement”)
providing for the terms of his employment by the Company.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein and for other good and
valuable consideration, the parties agree as follows:


 


1.                                       Term
of Employment.  Except for earlier
termination as provided in Section 8 hereof, Executive’s employment under this
Agreement shall commence on the Effective Date and end on the second
anniversary of the Effective Date (the “Initial Employment Term”),
provided that the Initial Employment Term shall be automatically extended for
additional terms of successive one (1) year periods (each, an “Additional Employment Term”) unless the Company or Executive
gives written notice to the other at least ninety (90) days prior to the
expiration of the Initial Employment Term or then-current Additional Employment
Term that the Executive’s employment shall not be so extended.  The Initial Employment Term and each
Additional Employment Term shall be referred to herein as the “Employment Term.”


 


2.                                       Positions.  (a) Executive shall serve as
President and Chief Executive Officer of the Company.  Executive shall also serve, if requested by
the Board of Directors of the Company (the “Board”), as an
executive officer and director of subsidiaries and a director of Affiliates of
the Company and shall comply with the policy of the Compensation Committee of
the Board (the “Compensation Committee”) with
regard to retention or forfeiture of director’s fees.  Executive shall serve during the Employment
Term as a member of the Board.  Upon
termination of Executive’s employment with the Company, Executive shall resign
from the Board and any committees thereof (and, if applicable, from the board
of directors (and any committees thereof) of any subsidiary or Affiliate of the
Company) to the extent Executive is then serving thereon.


 


(b)                                 Executive
shall report directly to the Board and shall have such duties and authority,
consistent with his then position, as shall be assigned to him from time to
time by the Board.


 


(c)                                  During
the Employment Term, Executive shall devote substantially all of his business
time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the
extent that such activities do not materially interfere with the performance of
his duties and responsibilities hereunder, to manage his personal financial and
legal affairs and to serve on corporate, civic, charitable industry boards or
committees.  Notwithstanding the foregoing,
the Executive shall only serve on corporate boards of directors if approved in
advance by the Board.


 


3.                                       Base
Salary. During the Employment Term, the Company shall pay Executive a base
salary at the annual rate of not less than $400,000.  Base salary shall be payable in accordance
with the usual payroll practices of the Company.  Executive’s base salary shall be subject to
annual review by the Board or the


 





















 


Compensation Committee during the Employment Term and may be increased,
but not decreased, from time to time by the Board or the Compensation
Committee.  The base salary as determined
as aforesaid from time to time shall constitute “Base Salary”
for purposes of this Agreement.


 


4.                                       Incentive
Compensation.  (a)  Bonus.  Executive shall be eligible to participate in
any annual bonus plan the Company may implement at any time during Executive’s
Employment Term for senior executives at a level commensurate with his
position.


 


(b)                                 Long
Term Compensation.  For each fiscal
year or portion thereof during the Employment Term, Executive shall be eligible
to participate in any long-term incentive compensation plan generally made
available to senior executives of the Company at a level commensurate with his
position in accordance with and subject to the terms of such plan.


 


(c)                                  May
25, 2001 Stock Option Grant.  On May
25, 2001, Executive was granted by the Company, pursuant to the Company’s 1999
Omnibus Plan, as amended (the “1999 Plan”)
stock options to purchase 266,666 (after giving effect to the Company’s June
2003 one-for-six reverse stock split) shares of the Company’s issued and
outstanding common stock (the “Common Stock”),
at an exercise price per share of $30.66 (the “May 2001
Stock Options”).  As of the
date hereof, the May 2001 Stock Options are fully vested and exercisable.  The May 2001 Stock Options shall expire on
the earlier of (i) May, 25, 2011 or (ii)(A) eighteen (18) months after any
termination of employment if such termination is as of the result of Executive’s
death, Termination for Disability, Termination without Cause, Termination for
Good Reason or non-extension of the Employment Term in accordance with Section
1 hereof as a result of notice from the Company, and (B) ninety (90) days after
such termination if such termination is a result of Executive’s Termination for
Cause, voluntary Termination by Executive without Good Reason, or non-extension
of the Employment Term in accordance with Section 1 hereof as a result of
notice by Executive.


 


(d)                                 Other
Compensation.  The Company may, upon
recommendation of the Compensation Committee, award to the Executive such other
bonuses and compensation as it deems appropriate and reasonable.


 


5.                                       [Intentionally
Deleted.]


 


6.                                       Employee
Benefits and Vacation.  (a) 
During the Employment Term, Executive shall be entitled to participate
in all benefit plans and arrangements and fringe benefits and perquisite
programs generally provided to comparable senior executives of the Company.


 


(b)                                 During
the Employment Term, Executive shall be entitled to vacation each year in
accordance with the Company’s policies in effect from time to time, but in no
event less than four (4) weeks paid vacation per calendar year.  The Executive shall also be entitled to such
periods of sick leave as is customarily provided by the Company for its senior
executive employees.


 


7.                                       Business
Expenses.  The Company shall
reimburse Executive for the travel, entertainment and other business expenses
incurred by Executive in the performance of his duties hereunder, in accordance
with the Company’s policies as in effect from time to time.


 


8.                                       Termination.  (a)  The employment of Executive under this
Agreement shall terminate upon the earliest to occur of any of the following
events:


 


(i)                  the death of the Executive;


 


(ii)               the termination of the Executive’s employment by the Company
due to the Executive’s Disability pursuant to Section 8(b) hereof;


 


(iii)            the termination of the Executive’s employment by the
Executive for Good Reason pursuant to Section 8(c) hereof;


 


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(iv)           the termination of the Executive’s employment by the Company
without Cause;


 


(v)              the termination of employment by the Executive without Good
Reason upon sixty (60) days prior written notice; or


 


(vi)           the termination of the Executive’s employment by the Company
for Cause pursuant to Section 8(e).


 


(b)                                 Disability.  If by reason of the same or related physical
or mental illness or incapacity, the Executive is unable to carry out his
material duties pursuant to this Agreement for more than six (6) consecutive
months, the Company may terminate Executive’s employment for Disability.  Such termination shall be upon thirty (30)
days written notice by a Notice of Disability Termination, at any time
thereafter while Executive consecutively continues to be unable to carry out
his duties as a result of the same or related physical or mental illness or
incapacity.  A Termination for Disability
hereunder shall not be effective if Executive returns to the full time
performance of his material duties within such thirty (30) day period.


 


(c)                                  Termination
for Good Reason.  A Termination for
Good Reason means a termination by Executive by written notice given within
ninety (90) days after the occurrence of the Good Reason event, unless such
circumstances are fully corrected prior to the date of termination specified in
the Notice of Termination for Good Reason (as defined in Section 8(d)
hereof).  For purposes of this Agreement,
“Good Reason” shall mean the occurrence
or failure to cause the occurrence, as the case may be, without Executive’s
express written consent, of any of the following circumstances:  (i) any
material diminution of Executive’s positions, duties or responsibilities
hereunder (except in each case in connection with the termination of Executive’s
employment for Cause or Disability or as a result of Executive’s death, or
temporarily as a result of Executive’s illness or other absence), or, the
assignment to Executive of duties or responsibilities that are inconsistent
with Executive’s then position; (ii) removal
of, or the non-reelection of, the Executive from officer positions with the
Company specified herein without election to a higher position or removal of
the Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in
Connecticut  to a location more than
thirty-five (35) miles from its current location or more than thirty-five (35)
miles further from the Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to
continue any bonus plan, program or arrangement in which Executive is entitled
to participate (the “Bonus Plans”),
provided that any such Bonus Plans may be modified at the Company’s discretion
from time to time but shall be deemed terminated if (x) any such plan does not
remain substantially in the form in effect prior to such modification and (y)
if plans providing Executive with substantially similar benefits are not
substituted therefor (“Substitute Plans”),
or (B) to continue Executive as a participant in the Bonus Plans and
Substitute Plans on at least the same basis as to potential amount of the bonus
as Executive participated in prior to any change in such plans or awards, in
accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of
any provision of this Agreement, including without limitation Section 13
hereof; or (vi) failure of any successor to the Company (whether direct or
indirect and whether by merger, acquisition, consolidation or otherwise) to
assume in a writing delivered to Executive upon the assignee becoming such, the
obligations of the Company hereunder.


 


(d)                                 Notice
of Termination for Good Reason.  A
Notice of Termination for Good Reason shall mean a notice that shall indicate
the specific termination provision in Section 8(c) relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for Termination for Good Reason. 
The failure by Executive to set forth in the Notice of Termination for
Good Reason any facts or circumstances which contribute to the showing of Good
Reason shall not waive any right of Executive hereunder or preclude Executive
from asserting such fact or circumstance in enforcing his rights
hereunder.  The Notice of Termination for
Good Reason shall provide for a date of termination not less than ten (10) nor
more than sixty (60) days after the date such Notice of Termination for Good Reason
is given, provided that in


 


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the case of the events set forth in Sections 8(c)(i) or (ii) or the
date may be five (5) days after the giving of such notice.


 


(e)                                  Cause.  Subject to the notification provisions of
Section 8(f) below, Executive’s employment hereunder may be terminated by
the Company for Cause.  For purposes of
this Agreement, the term “Cause” shall be limited to (i) willful
misconduct by Executive with regard to the Company which has a material adverse
effect on the Company; (ii) the willful refusal of Executive to attempt to
follow the proper written direction of the Board, provided that the foregoing
refusal shall not be “Cause” if Executive in good faith believes that such
direction is illegal, unethical or immoral and promptly so notifies the Board;
(iii) substantial and continuing willful refusal by the Executive to
attempt to perform the duties required of him hereunder (other than any such
failure resulting from incapacity due to physical or mental illness) after a
written demand for substantial performance is delivered to the Executive by the
Board which specifically identifies the manner in which it is believed that the
Executive has substantially and continually refused to attempt to perform his
duties hereunder; or (iv) the Executive being convicted of a felony (other than
a felony involving a traffic violation or as a result of vicarious
liability).  For purposes of this
paragraph, no act, or failure to act, on Executive’s part shall be considered “willful”
unless done or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interests of the
Company.  A notice by the Company of a
non-renewal of the Employment Term pursuant to Section 1 hereof shall be deemed
an involuntary termination of Executive by the Company without Cause as of the
end of the then Employment Term, but Executive may terminate at any time after
the receipt of such notice and shall be treated as if he was terminated without
Cause as of such date.


 


(f)                                    Notice
of Termination for Cause.  A Notice
of Termination for Cause shall mean a notice that shall indicate the specific
termination provision in Section 8(e) relied upon and shall set forth in
reasonable detail the facts and circumstances which provide for a basis for
Termination for Cause.  Further, a Notification
for Cause shall be required to include a copy of a resolution duly adopted by
at least two-thirds (2/3) of the entire membership of the Board at a meeting of
the Board which was called for the purpose of considering such termination and
which Executive and his representative had the right to attend and address the
Board, finding that, in the good faith of the Board, Executive engaged in
conduct set forth in the definition of Cause herein and specifying the
particulars thereof in reasonable detail. 
The date of termination for a Termination for Cause shall be the date
indicated in the Notice of Termination. 
Any purported Termination for Cause which is held by a court not to have
been based on the grounds set forth in this Agreement or not to have followed
the procedures set forth in this Agreement shall be deemed a Termination by the
Company without Cause.


 


9.                                       Consequences
of Termination of Employment.


 


(a)                                  Death.  If, Executive’s employment is terminated by
reason of Executive’s death, the employment period under this Agreement shall
terminate without further obligations to the Executive’s legal representatives
under this Agreement except for: 
(i) any compensation earned but not yet paid, including and without
limitation, any bonus if declared or earned but not yet paid for a completed
fiscal year, any amount of Base Salary earned but unpaid, any accrued vacation
pay payable pursuant to the Company’s policies, and any unreimbursed business
expenses payable pursuant to Section 7 (collectively “Accrued
Amounts”), which amounts shall be promptly paid in a lump sum to
Executive’s estate; (ii) any other amounts or benefits owing to the Executive
under the then applicable employee benefit plans, long term incentive plans or
equity plans and programs of the Company which shall be paid or treated in accordance
with Section 4(c) hereof with regard to the May 2001 Stock Options and
otherwise in accordance with the terms of such plans and programs; (iii)
continuation, for twelve (12) months following the date of death, of Executive’s
health benefits for Executive’s dependents at the same level and cost as if
Executive was an employee of the Company; and (iv) if a bonus plan is in place,
the product of (x) the target annual bonus for the fiscal year of Executive’s
death, multiplied by (y) a fraction, the numerator of which is the number of
days of the current fiscal year during which Executive


 


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was employed by the Company, and the denominator of which is 365, which
bonus shall be paid when bonuses for such period are paid to the other
executives.


 


(b)                                 Disability.  If Executive’s employment is terminated by
reason of Executive’s Disability, Executive shall be entitled to receive the
payments and benefits to which his representatives would be entitled in the event
of a termination of employment by reason of his death plus Executive shall be
entitled to continuation, for twelve (12) months following such termination of
employment, of group life and disability insurance benefits as if Executive was
an active employee of the Company.


 


(c)                                  Termination
by Executive for Good Reason or Termination by the Company without Cause.  If Executive terminates his employment
hereunder for Good Reason during the Employment Term or Executive’s employment
with the Company is terminated by the Company without Cause, then:


 


(i) if such termination occurs on a date that does not fall within the
Protection Period (as defined below), Executive shall be entitled to receive,
(A) over a period of twenty-four (24) months after such termination (except as
provided below), an amount equal to two (2) times the sum of his Base Salary
and target bonus, if any, for the year in which such termination occurs
(provided, however, in the event that the Base Salary or target bonus, if any,
has been decreased in the twelve (12) months prior to the termination, the
amount to be used shall be the highest Base Salary and target bonus, if any,
during such twelve (12) month period); (B) any Accrued Amounts at the date of
termination; (C) any other amounts or benefits owing to Executive under the
then applicable employee benefit, long term incentive or equity plans and
programs of the Company, which shall be paid or treated in accordance with
Section 4(c) hereof with regard to the May 2001 Stock Options and otherwise in
accordance with the terms of such plans and programs, except that (1) the
portion of each outstanding option to acquire shares of Common Stock held by
Executive that would have otherwise vested with the passage of time during the
one-year period immediately following the Executive’s termination of employment
had the Executive remained employed with the Company during such one-year
period shall be treated as immediately vested as of the date of such
termination, (2) each outstanding vested option to acquire shares of Common
Stock held by Executive as of the date of such termination (taking into account
the additional vesting described in the preceding clause (1)) shall remain
exercisable until the earlier of (x) the expiration of such option’s original
term or (y) 18 months following the date of termination and (3) with respect to
each outstanding grant of shares of restricted Common Stock held by Executive,
such grant shall be deemed to be vested with respect to a number of shares
determined as the product of (I) the total number of shares subject to such
grant and (II) the quotient obtained by dividing (aa) the number of days in the
relevant restricted period that the Executive was employed with the Company
(assuming for such purpose that the Executive remained employed with the
Company for the one-year period immediately following the Executive’s
termination of employment) by (bb) the number of days in the relevant
restricted period, but only to the extent that the application of this clause
(3) would result in more shares being vested than would otherwise be vested
under the terms of such plans and programs and applicable award agreements; (D)
continuation, for two years following such termination of employment, of group
health, life and disability insurance benefits as if Executive was an employee
of the Company; and (E) if a bonus plan is in place, the product of (x) the
target annual bonus for the fiscal year of Executive’s termination, multiplied
by (y) a fraction, the numerator of which is the number of days of the current
fiscal year during which Executive was employed by the Company, and the
denominator of which is 365, which bonus shall be paid when bonuses for such
period are paid to the other executives; and


 


(ii) if such termination occurs during the period (the “Protection Period”) commencing on the date of a Change in
Control (as defined in Section 11(a)) and ending on the third anniversary of
such Change in Control, Executive shall be entitled to receive, (A) a lump sum
cash payment in an amount equal to three (3) times the sum of his Base Salary
and target bonus, if any, for the year in which such termination occurs
(provided, however, in the event that the Base Salary or target bonus, if any,
has been decreased in the twelve (12) months prior to the termination, the
amount to be used shall be the highest Base Salary and target bonus, if


 


5





















 


any, during such twelve (12) month period); (B) any Accrued Amounts at
the date of termination; (C) any other amounts or benefits owing to Executive
under the then applicable employee benefit, long term incentive or equity plans
and programs of the Company, which shall be paid or treated in accordance with
the terms of such plans and programs, except that (1) each outstanding option
to acquire shares of Common Stock held by Executive as of the date of such
termination shall become immediately fully vested and remain exercisable until
the earlier of (x) the expiration of such option’s original term or (y) 36 months
following the date of termination and (2) each outstanding share of restricted
Common Stock held by Executive shall be immediately fully vested as of the date
of such termination; (D) continuation, for three years following such
termination of employment, of group health, life and disability insurance
benefits as if Executive was an employee of the Company; and (E) if a bonus
plan is in place, the product of (x) the target annual bonus for the fiscal
year of Executive’s termination, multiplied by (y) a fraction, the numerator of
which is the number of days of the current fiscal year during which Executive
was employed by the Company, and the denominator of which is 365, which bonus
shall be paid when bonuses for such period are paid to the other executives.


 


To the extent that
any portion of the amount payable pursuant to clause (i)(A) of this Section
9(c) would be subject to the additional 20% tax imposed under Section 409A of
the Code (the “409A Affected Amount”), the
parties shall negotiate in good faith an alternative arrangement that will
provide Executive with payments that are equivalent in value to the value of
the 409A Affected Amount but would not be subject to such additional 20% tax; provided,
however, that to the extent the “short-term deferral” exception as
promulgated in Internal Revenue Service Notice 2005-1 is still applicable, the
Company shall pay the portion of the 409A Affected Amount otherwise due after
the latest date it could be paid and still maintain the benefit of such “short-term
deferral” exception in the form of a lump sum cash payment, on the latest
possible date permitted pursuant to such “short-term deferral” exception that
would avoid such additional 20% tax, in an amount equal to the present value of
the 409A Affected Amount on such payment date, with such present value
determined based on an interest rate equal to the Company’s then applicable
cost of short-term borrowing.  In
addition, to the extent that any extension, pursuant to clause (i)(C)(2) or
clause (ii)(C)(1) of this Section 9(c), of the period of exercisability of any
outstanding option to acquire shares of Common Stock would result in the
imposition on Executive of the additional 20% tax under Section 409A of the
Code, such extension shall not apply without the consent of the Executive.


 


(d)                                 Termination
with Cause or Voluntary Resignation without Good Reason.  If, Executive’s employment hereunder is
terminated (i) by the Company for Cause or (ii) by Executive without Good
Reason, the Executive shall be entitled to receive only his Base Salary through
the date of termination, and any unreimbursed business expenses payable
pursuant to Section 7 and, if such termination is by Executive without Good
Reason, any bonus that has been declared or earned but not yet paid for a
completed fiscal year.  Executive’s
rights under all benefits plans and equity grants shall be determined in
accordance with the Company’s plans, programs and grants, except as provided in
Section 4(c) hereof with respect to the May 2001 Stock Options.


 


(e)                                  Determination
of Earned Bonus.  For purposes of
this Agreement, a bonus in respect of services performed in a fiscal year shall
not be considered to be earned until after the Committee and/or the Board, as
applicable, has reviewed the Company’s performance and Executive’s performance
in respect of such year  and has
determined the amount of the bonus, if any, to be payable to Executive in
respect of such year’s performance; provided, however, that if
the Executive is still employed by the Company as of December 31 of any year,
the Executive shall be considered to have earned the bonus in respect of
services performed in such year (to the extent that the Committee and/or the
Board determine that such bonus would otherwise have been payable to the Executive
had the Executive remained employed through the relevant payment date for such
bonus) unless the Executive’s employment is subsequently terminated by the
Company for Cause or by the Executive without Good Reason.


 


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10.                                 No
Mitigation; No Set-Off.  In the event
of any termination of employment hereunder, Executive shall be under no
obligation to seek other employment and there shall be no offset against any
amounts due Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that Executive may obtain.  The amounts payable hereunder shall not be
subject to setoff, counterclaim, recoupment, defense or other right which the
Company may have against the Executive or others, except upon obtaining by the
Company of a final unappealable judgment against Executive.


 


11.                                 Change
in Control.  (a)  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 Effective 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 Effective 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


 


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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, (I) 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 and
(II) the acquisition following the Effective Date of Company Voting Securities
by Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their
Affiliates shall be deemed not to result in a Change in Control until such time
as Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their
Affiliates become the Beneficial Owners in the aggregate of 50% or more of the
combined voting power of Company Voting Securities (and for this purpose the
preceding clause (I) shall not apply).


 


(b)                                 For
purposes of this Agreement, the following terms shall have the following
meanings:


 


(i) “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”);


 


(ii) “Beneficial Owner” shall have the meaning set forth in Rule
13d-3 under the Exchange Act;


 


(iii) “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 Common
Stock or (5) the Executive or any group of persons including Executive (or any
entity controlled by Executive or any group of persons including Executive).


 


(c)                                For purposes of this Agreement, if (i)
Executive’s employment is terminated prior to a Change in Control by the
Company without Cause or by Executive for Good Reason, (ii) Executive
reasonably demonstrates that such termination of employment (or the event
giving rise to Executive’s termination of employment for Good Reason) occurred
at the request of a third party who had indicated an intention or taken steps
reasonably calculated to effect a Change in Control and (z) a Change in Control
involving such third party (or a party competing with such third party to
effectuate a Change in Control) does occur, then the date immediately preceding
the date of such termination of employment (or such event giving rise to Good
Reason) shall be treated as the date of the Change in Control, except that for
purposes of determining the timing of payments and benefits to Executive, the
date of the actual Change in Control shall be treated as the Executive’s date
of termination of employment.


 


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12.                                 Confidential
Information.  (a) 
Executive acknowledges that as a result of his employment by the
Company, Executive will obtain Confidential Information as to the Company and
its Affiliates and the Company and its Affiliates will suffer substantial
damage, which would be difficult to ascertain, if Executive should use such
Confidential Information and that because of the nature of the information that
will be known to Executive it is necessary for the Company and its Affiliates
to be protected by the confidentiality restrictions set forth herein.  For purposes of this Agreement, “Confidential Information” means information, observations
and data concerning the business or affairs of the Company and its subsidiaries
and Affiliates, including, without limitation, all business information
(whether or not in written form) which relates to the Company, its subsidiaries
or Affiliates, or their customers, suppliers or contractors or any other third
parties in respect of which the Company or its subsidiaries or Affiliates has a
business relationship or owes a duty of confidentiality, or their respective
businesses or products, and which is not known to the public generally other
than as a result of the Executive’s breach of this Agreement, including but not
limited to:  technical information or
reports; trade secrets; unwritten knowledge and “know-how”; operating
instructions; training manuals; customer lists; customer buying records and
habits; product sales records and documents, and product development, marketing
and sales strategies; market surveys; marketing plans; profitability analyses;
product cost; long-range plans; information relating to pricing, competitive
strategies and new product development; information relating to any forms of
compensation or other personnel-related information; contracts; and supplier
lists.  Confidential Information will not
include (i) such information known to the Executive prior to the Executive’s
involvement with the Company or its subsidiaries or Affiliates or information
obtained from a third party (other than pursuant to a breach by the Executive
of this Agreement) or (ii) contact information contained in the Executive’s
personal rolodex or electronic address book.


 


(b)                                 During
and for a period of five (5) years after the Employment Term, Executive shall
not use for his own benefit or disclose Confidential Information obtained by
Executive during his employment by the Company and its Affiliates and not (i)
otherwise public knowledge or known within the applicable industry or (ii) in
connection with performance of his duties hereunder as he deems in good faith
to be necessary or desirable.  Executive
shall not, without prior written consent of the Company, unless compelled
pursuant to the order of a court or other governmental or legal body having
jurisdiction over such matter, communicate or divulge any such Confidential
Information to anyone other than the Company and those designated by it.  In the event Executive is compelled by order
of a court or other governmental or legal body to communicate or divulge any
such Confidential Information to anyone other than the foregoing, he shall
promptly notify the Company of any such order so it may seek a protective order.


 


(c)                                  Upon
termination of his employment with the Company and its Affiliates, or at any
time as the Company may request, Executive will promptly deliver to the
Company, as requested, all documents (whether prepared by the Company, an
Affiliate, Executive or a third party) relating to the Company, an Affiliate or
any of their businesses or property which he may possess or have under his
direction or control other than documents provided to Executive in his capacity
as a participant in any employee benefit plan, policy or program of the Company
or any agreement by and between Executive and the Company with regard to
Executive’s employment or severance.


 


(d)                                 (i) 
In the event of a breach or potential breach of this Section 12
and/or Section 15 by Executive, Executive acknowledges that the Company and its
Affiliates will or could be caused irreparable injury and that money damages
may not be an adequate remedy and agree that the Company and its Affiliates
shall be entitled to injunctive relief (in addition to its other remedies at
law) to have the provisions of this Section 12 and/or Section 15 enforced.  It is hereby acknowledged that the provisions
of this Section 12 and Section 15 are for the benefit of the Company and all of
the Affiliates of the Company and each such entity may enforce the provisions
of this Section 12 and/or Section 15 and only the applicable entity can waive
the rights hereunder with respect to its Confidential Information and
employees.


 


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(ii)                                  In
the event of a breach or potential breach of Section 15(c)(ii)
by the Company, the Company acknowledges that the Executive will or could be
caused irreparable injury and that money damages may not be an adequate remedy
and agree that the Executive shall be entitled to injunctive relief (in
addition to its other remedies at law) to have the provisions of Section
15(c)(ii) enforced.


 


13.                                 Indemnification.
The Company shall indemnify and hold harmless Executive to the fullest extent
permitted by law for any action or inaction of Executive while serving as an
officer and director of the Company or, at the Company’s request, as an officer
or director of any other entity or as a fiduciary of any benefit plan.  The Company shall cover the Executive under
directors and officers liability insurance both during and, while potential
liability exists, after the Employment Term in the same amount and to the same
extent as the Company covers its other officers and directors.


 


14.                                 Legal
Fees.


 


(a)                                  The
Company shall pay the Executive’s reasonable legal fees and costs associated
with entering into this Agreement.


 


(b)                                 All
disputes and controversies arising under or in connection with this Agreement,
other than the seeking of injunctive or other equitable relief pursuant to
Section 12 hereof, shall be settled by arbitration conducted before a panel of
three (3) arbitrators sitting in New York City, New York, or such other
location agreed by the parties hereto, in accordance with the rules for
expedited resolution of commercial disputes of the American Arbitration
Association then in effect.  The
determination of the majority of the arbitrators shall be final and binding on
the parties.  Judgment may be entered on
the award of the arbitrator in any court having proper jurisdiction.  All expenses of such arbitration, including
the fees and expenses of the counsel of the Executive, shall be borne by the
Company unless the arbitrators determine that Executive’s position was overall
frivolous or otherwise taken in bad faith, in which case the arbitrators may
determine that Executive shall bear his own legal fees.


 


(c)                                  In
the event after a Change in Control either party files for arbitration to
resolve any dispute as to whether a termination is for Cause or Good Reason,
until such dispute is determined by the arbitrators, the Executive shall
continue to be treated economically and benefit wise in the manner asserted by
him in the arbitration effective as of the date of the filing of the
arbitration, subject to the Executive promptly refunding any amounts paid to
him, paying the cost of any benefits provided to him and paying to the Company
the profits in any stock option or other equity awards exercised or otherwise
realized by him during the pendency of the arbitration which he is ultimately
held not to be entitled to; provided the arbitrators may terminate such
payments and benefits in the event that they determine at any point that the
Executive is intentionally delaying conclusion of the arbitration.


 


15.                                 Non-Competition/Non-Solicitation/Non-Disparagement.


 


(a)  Acknowledgments.   Executive acknowledges that the Company has
expended and shall continue to expend substantial amounts of time, money and
effort to develop business strategies, employee and customer relationships and
goodwill and build an effective organization. 
The Executive acknowledges that the Executive is and shall become
familiar with the Company’s Confidential Information (as defined below),
including trade secrets, and that the Executive’s services are of special,
unique and extraordinary value to the Company, its subsidiaries and
Affiliates.  The Executive acknowledges
that the Company has a legitimate business interest and right in protecting its
Confidential Information, business strategies, employee and customer
relationships and goodwill, and that the Company would be seriously damaged by
the disclosure of Confidential Information and the loss or deterioration of its
business strategies, employee and customer


 


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relationships and goodwill. 
Executive acknowledges (i) that the business of the Company, its
subsidiaries and Affiliates will be global in scope and without geographical
limitation and (ii) notwithstanding the jurisdiction of formation or principal
office of the Company, its subsidiaries and Affiliates, or any of their
respective executives or employees (including, without limitation, the
Executive), it is expected that the Company and its subsidiaries and Affiliates
will have business activities and have valuable business relationships within
its industry throughout the world.  In
addition, the Executive agrees and acknowledges that the potential harm to the
Company of the non-enforcement of Section 15(b) and (c) (including (c)(ii) as
it relates to a breach by the Executive of such provision) outweighs any
potential harm to Executive of its enforcement by injunction or otherwise.  The Executive acknowledges that he has
carefully read this Agreement and has given careful consideration to the
restraints imposed upon Executive by this Agreement, and is in full accord as
to their necessity for the reasonable and proper protection of the Confidential
Information, business strategies, employee and customer relationships and
goodwill of the Company and its subsidiaries and Affiliates now existing or to
be developed in the future.  Executive
expressly acknowledges and agrees that each and every restraint imposed by this
Agreement is reasonable with respect to subject matter, time period and
geographical area.  The Executive further
acknowledges that although the Executive’s compliance with the covenants
contained in Section 15(b) and (c)(i) may prevent the Executive from earning a
livelihood in a business similar to the business of the Company, the Executive’s
experience and capabilities are such that the Executive has other opportunities
to earn a livelihood and adequate means of support for the Executive and the
Executive’s dependents.


 


(b)  Noncompetition.  (i)  The Executive agrees that the Executive
shall not, while an employee of the Company, and for the one-year period
following termination of Executive’s employment with the Company for any
reason, directly or indirectly, without the prior written consent of the
Company, (A) engage in any activities, in any capacity, for or on behalf of any
of the following companies or their successors (the “Competitive Activities”):  (1) any travel businesses of InterActive
Corporation, provided that the restriction in this clause (1) shall cease to
apply upon the completion of the spin-off of Expedia from InterActive
Corporation; (2) Expedia, Hotels.com & Hotwire; (3) Sabre Group; (4)
Lastminute.com plc; (5) the following companies or divisions owned or
controlled by Cendant’s Travel Distribution Services (a subsidiary of Cendant
Corporation):  Orbitz, CheapTickets,
Lodging.com, the Neat Group and Galileo; (6) the following on-line travel
aggregators: SideStep, Inc. (owner and operator of the website SideStep.com),
Mobissimo, Inc. (owner and operator of the website Mobissimo.com), Cheapflights
Limited (owner and operator of the website Cheapflights.com), Farechase,
Kayak.com, or any substantially similar on-line travel search business; and (7)
on-line travel search businesses of Yahoo!, MSN, AOL or Google;
(B) solicit or attempt to solicit any customer or client or actively
sought prospective customer or client of the Company or any of its subsidiaries
or Affiliates, with respect to the businesses actively operated by the Company
or any of its subsidiaries or Affiliates (it being intended that businesses
owned but not operated by the Company or any of its subsidiaries or Affiliates,
such as, as of the Effective Date, the Company’s mortgage business, are not to
be covered by this clause (B)), to purchase any goods or services of the type
sold by the Company or any of its subsidiaries or Affiliates from anyone other
than the Company or any of its subsidiaries or Affiliates; or (C) assist
any person or entity in any way to do, or attempt to do, anything prohibited by
(A) or (B) above; or


 


(ii)  Notwithstanding anything to
the contrary contained in this Agreement, the restrictions in Section 15(b)(i)
will not be deemed breached as a result of (A) the Executive’s passive
ownership of less than an aggregate of 5% of any class of securities of a
person or entity engaged, directly or indirectly, in Competitive Activities; provided,
however, that such stock is listed on a national securities exchange or
is quoted on the National Market System of NASDAQ or (B) the Executive’s
engaging in activities for a person or entity that directly or indirectly has
an ownership interest in any of the companies or businesses listed or described
in Section 15(b)(i)(A)(1) through (7) provided that the services performed by
Executive in the course of such activities are not in any way connected with
the activities of such companies or businesses.


 


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(iii)  If a final and
non-appealable judicial determination is made that any of the provisions of
this Section 15 constitutes an unreasonable or otherwise unenforceable
restriction against the Executive, the provisions of this Section 15 will
not be rendered void but will be deemed to be modified to the minimum extent
necessary to remain in force and effect for the longest period and largest
geographic area that would not constitute such an unreasonable or unenforceable
restriction.  Moreover, notwithstanding
the fact that any provision of this Section 15 is determined not to be
specifically enforceable, the Company will nevertheless be entitled to seek to
recover monetary damages as a result of the Executive’s breach of such
provision.


 


(c)  Non-Solicitation/Non-Disparagement.  While an employee of the Company, and
for the one-year period following termination of Executive’s employment with
the Company for any reason,  (i)
Executive shall not (whether for Executive’s own account or on behalf of any
person, corporation, partnership, or other business entity, and whether
directly or indirectly) (A) solicit, recruit or hire any employees of the
Company or any of its subsidiaries or Affiliates or any persons who within one
year of such solicitation, recruitment or hiring have worked for the Company or
any of its subsidiaries or Affiliates; (B) solicit or encourage any employee
of Company or any of its subsidiaries or Affiliates to leave the services of
the Company or any of its subsidiaries or Affiliates; and
(C) intentionally interfere with the relationship of the Company or any of
its subsidiaries or Affiliates with any person who or which is employed by or
otherwise engaged to perform services for the Company or any of its
subsidiaries or Affiliates; provided, however, that neither (1)
the general advertisement for employees or the general solicitation of
employees by a recruiter or (2) Executive’s being named as an employment
reference for a current or former employee of the Company and responding to
ordinary course inquiries made of Executive by prospective employers of such
employee in connection with such reference, shall be deemed a violation of this
clause (i) and (ii) neither Executive nor the Company shall publicly or with
the intent to become public make any statements, written or oral, which
disparage or defame the goodwill or reputation of, in Executive’s case, the Company
formally or, its directors or senior officers or, in the Company’s case,
Executive.


 


16.                                 Certain
Additional Payments by the Company.


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its Affiliates) or any entity which effectuates a Change in Control (or
any of its Affiliates) to or for the benefit of Executive (whether pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 16) (the “Payments”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any
interest or penalties are incurred by Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”),
then the Company shall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by
Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the sum
of (x) the Excise Tax imposed upon the Payments and (y) the product
of any deductions disallowed because of the inclusion of the Gross-up Payment
in Executive’s adjusted gross income and the highest applicable marginal rate
of federal income taxation for the calendar year in which the Gross-up Payment
is to be made.  For purposes of
determining the amount of the Gross-up Payment, the Executive shall be deemed
to (i) pay federal income taxes at the highest marginal rates of federal
income taxation for the calendar year in which the Gross-up Payment is to be
made, and (ii) pay applicable state and local income taxes at the highest
marginal rate of taxation for the calendar year in which the Gross-up Payment
is to be made, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.  Notwithstanding the foregoing provisions of
this Section 16(a), if it shall be determined that Executive is entitled
to a Gross-Up Payment, but that the Payments would not be subject to the Excise
Tax if the Payments were reduced by an


 


12





















 


amount that is less than 5% of the portion of the Payments that would
be treated as “parachute payments” under Section 280G of the Code, then the
amounts payable to Executive under this Agreement shall be reduced (but not
below zero) to the maximum amount that could be paid to Executive without
giving rise to the Excise Tax (the “Safe Harbor Cap”),
and no Gross-Up Payment shall be made to Executive.  The reduction of the amounts payable
hereunder, if applicable, shall be made by reducing first the payments under
Section 16, unless an alternative method of reduction is elected by
Executive.  For purposes of reducing the
Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and
no other Payments) shall be reduced.  If
the reduction of the amounts payable hereunder would not result in a reduction
of the Payments to the Safe Harbor Cap, no amounts payable under this Agreement
shall be reduced pursuant to this provision.


 


(b)                                 Subject to
the provisions of Section 16(a), all determinations required to be made under
this Section 16, including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment, the reduction of the Payments to the Safe
Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by the public accounting firm that is retained by
the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and Executive within fifteen
(15) business days of the receipt of notice from the Company or the
Executive that there has been a Payment, or such earlier time as is requested
by the Company (collectively, the “Determination”).  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, Executive may appoint another nationally recognized
public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm
hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company and the Company shall
enter into any agreement requested by the Accounting Firm in connection with
the performance of the services hereunder. 
The Gross-up Payment under this Section 16 with respect to any
Payments shall be made no later than thirty (30) days following such
Payment.  If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion to such effect, and to the effect that failure
to report the Excise Tax, if any, on Executive’s applicable federal income tax
return will not result in the imposition of a negligence or similar
penalty.  In the event the Accounting
Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it shall
furnish Executive with a written opinion to such effect.  The Determination by the Accounting Firm
shall be binding upon the Company and Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the Determination,
it is possible that Gross-up Payments which will not have been made by the
Company should have been made (“Underpayment”)
or Gross-up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to
be made hereunder.  In the event that the
Executive thereafter is required to make payment of any Excise Tax or
additional Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall
be promptly paid by the Company to or for the benefit of Executive.  In the event the amount of the Gross-up
Payment exceeds the amount necessary to reimburse the Executive for his Excise
Tax, the Accounting Firm shall determine the amount of the Overpayment that has
been made and any such Overpayment (together with interest at the rate provided
in Section 1274(b)(2) of the Code) shall be promptly paid by Executive (to
the extent he has received a refund if the applicable Excise Tax has been paid
to the Internal Revenue Service) to or for the benefit of the Company; provided,
however, that such repayment obligation shall not apply to the extent it
would be treated as a prohibited personal loan from the Company to the
Executive for purposes of the Sarbanes-Oxley Act of 2002.  Executive shall cooperate, to the extent his
expenses are reimbursed by the Company, with any reasonable requests by the
Company in connection with any contests or disputes with the Internal Revenue
Service in connection with the Excise Tax.


 


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17.                                 Miscellaneous.


 


(a)                                  Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
without reference to principles of conflict of laws.


 


(b)                                 Entire
Agreement/Amendments.  This Agreement
and the instruments contemplated herein, contain the entire understanding of
the parties with respect to the employment of Executive by the Company from and
after the Commencement Date and supersedes any prior agreements between the
Company and Executive.  There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and therein. 
This Agreement may not be altered, modified, or amended except by
written instrument signed by the parties hereto.


 


(c)                                  No
Waiver.  The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver of such party’s rights or deprive such party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.  Any such
waiver must be in writing and signed by Executive or an authorized officer of
the Company, as the case may be.


 


 (d)                              Assignment.  This Agreement shall not be assignable by
Executive.  This Agreement shall be
assignable by the Company only to an acquirer of all or substantially all of
the assets of the Company, provided such acquirer promptly assumes all of the
obligations hereunder of the Company in a writing delivered to the Executive
and otherwise complies with the provisions hereof with regard to such
assumption.


 


(e)                                  Successors;
Binding Agreement; Third Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees legatees and
permitted assignees of the parties hereto.


 


(f)                                    Communications.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given (i) when faxed or delivered, or
(ii) two (2) business days after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the initial page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the
Secretary of the Company, or to such other address as any party may have
furnished to the other in writing in accordance herewith.  Notice of change of address shall be
effective only upon receipt.


 


(g)                                 Withholding
Taxes.  The Company may withhold from
any and all amounts payable under this Agreement such Federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or
regulation.


 


(h)                                 Survivorship.  The respective rights and obligations of the
parties hereunder, including without limitation Section 12 and Section 15
hereof, shall survive any termination of Executive’s employment to the extent
necessary to the agreed preservation of such rights and obligations.


 


(i)                                     Counterparts.  This Agreement may be signed in counterparts
(including via facsimile), each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


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(j)                                     Headings.  The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any provision of this Agreement.


 


15





















 


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


 


 


	
   

  	
  priceline.com
  Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph M.
  Bahna

  	
   

  
	
   

  	
   

  	
  Ralph M. Bahna

  
	
   

  	
   

  	
  Chairman of the
  Board

  
	
   

  	
   

  	
  priceline.com
  Incorporated

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffery H. Boyd

  	
   

  
	
   

  	
   

  	
  Jeffery H. Boyd

  



 


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