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                                                                   EXHIBIT 10.67

                           PRICELINE.COM INCORPORATED
                                1999 OMNIBUS PLAN

1.    ESTABLISHMENT AND PURPOSE.

      There is hereby adopted the priceline.com Incorporated 1999 Omnibus Plan
(the "Plan"). The Plan is intended to promote the interests of priceline.com
Incorporated (the "Company") by providing employees of the Company with
appropriate incentives and rewards to encourage them to enter into and continue
in the employ of the Company and to acquire a proprietary interest in the
long-term success of the Company; and to reward the performance of individual
officers, other employees, consultants and directors in fulfilling their
responsibilities for long-range achievements.

2.    DEFINITIONS.

      As used in the Plan, the following definitions apply to the terms
indicated below:

      (a)   "Affiliate" means an affiliate of the Company, as defined in Rule
          12b-2 promulgated under Section 12 of the Exchange Act.

      (b)   "Agreement" shall mean the written agreement between the Company and
          a Participant evidencing an Award.

      (c)   "Award" means any Option, Restricted Stock or Other Stock-Based
          Award granted under the Plan.

      (d)   "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
          under the Exchange Act.

      (e)   "Board" shall mean the Board of Directors of the Company.

      (f)   "Cause" shall mean (1) the willful and continued failure by the
          Participant substantially to perform his or her duties and obligations
          to the Company (other than any such failure resulting from his or her
          incapacity due to physical or mental illness); (2) the willful
          engaging by the Participant in misconduct which is materially
          injurious to the Company; (3) the commission by the Participant of a
          felony; or (4) the commission by the Participant of a crime against
          the Company which is materially injurious to the Company. For purposes
          of this Section 2(f), no act, or failure to act, on a Participant's
          part shall be considered "willful" unless done, or omitted to be done,
          by the Participant in bad faith and without reasonable belief that his
          or her action or omission was in the best interest of the Company.
          Determination of Cause shall be made by the Committee in its sole
          discretion.

      (g)   "Change in Control" means 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 (not including in the
               securities beneficially owned by such person any securities
               acquired directly from the Company or its Affiliates)
               representing 25% or more of the combined voting power of the
               Company's then outstanding voting securities;

          (ii)    the following individuals cease for any reason to constitute a
               majority of the number of directors then serving: individuals
               who, on the Effective Date, constitute the Board and any new
               director (other than a director whose initial assumption of
               office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Company) whose
               appointment or election by the Board or


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               nomination for election by the Company's stock holders was
               approved or recommended by a vote of at least two-thirds (2/3) of
               the directors then still in office who either were directors on
               the Effective Date or whose appointment, election or nomination
               for election was previously so approved or recommended;

         (iii)    there is consummated a merger or consolidation of the Company
               or any direct or indirect subsidiary of the Company with any
               other corporation, other than (A) a merger or consolidation which
               would result in the voting securities of the Company outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving or parent entity) more than 50% of
               the combined voting power of the voting securities of the Company
               or such surviving or parent entity out standing immediately after
               such merger or consolidation or (B) a merger or consolidation
               effected to implement a recapitalization of the Company (or
               similar transaction) in which no Person, directly or indirectly,
               acquired 25% or more of the combined voting power of the
               Company's then outstanding securities (not including in the
               securities beneficially owned by such person any securities
               acquired directly from the Company or its Affiliates); or

          (iv)    the stockholders of the Company approve a plan of complete
               liquidation of the Company or there is consummated an agreement
               for the sale or disposition by the Company of all or
               substantially all of the Company's assets (or any transaction
               having a similar effect), other than a sale or disposition by the
               Company of all or substantially all of the Company's assets to an
               entity, at least 50% of the combined voting power of the voting
               securities of which are owned by stockholders of the Company in
               substantially the same proportions as their ownership of the
               Company immediately prior to such sale.

      (h)   "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time, and any regulations promulgated thereunder.

      (i)   "Committee" means (1) with respect to the application of this Plan
          to employees and consultants, a committee established by the Board,
          which committee shall be intended to consist of two or more
          non-employee directors, each of whom shall be a "non-employee
          director" as defined in Rule 16b-3 of the Exchange Act and an "outside
          director" as defined under Section 162(m) of the Code and (2) with
          respect to the application of this Plan to Non-Employee Directors, the
          Board.

      (j)   "Company" means priceline.com Incorporated, a corporation organized
          under the laws of the State of Delaware, or any successor corporation.

      (k)   "Director" shall mean a member of the Board.

      (l)   "Disability" shall mean: (1) any physical or mental condition that
          would qualify a Participant for a disability benefit under the
          long-term disability plan maintained by the Company and applicable to
          him or her; (2) when used in connection with the exercise of an
          Incentive Stock Option following termination of employment, disability
          within the meaning of Section 22(e)(3) of the Code, or (3) such other
          condition as may be determined in the sole discretion of the Committee
          to constitute Disability.

      (m)   "Effective Date" shall mean the effective date of the Initial Public
          Offering, provided that the Plan had been approved by the stockholders
          of the Company prior to the Initial Public Offering.

      (n)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.

      (o)   "Executive Officer" shall have the meaning set forth in Rule 3b-7
          promulgated under the Exchange Act.

      (p)   The "Fair Market Value" of a share of Stock as of a particular date
          shall mean the closing sales price


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          per share of Stock on the national securities exchange on which the
          Stock is principally traded, for the last preceding date on which
          there was a sale of such Stock on such exchange.

      (q)   "Incentive Stock Option" shall mean an Option that is an "incentive
          stock option" within the meaning of Section 422 of the Code, or any
          successor provision, and that is designated by the Committee as an
          Incentive Stock Option.

      (r)   "Initial Public Offering" shall mean the initial public offering of
          shares of Stock of the Company, as more fully described in the
          preliminary Registration Statement on Form S-1 in tended to be filed
          with the Securities and Exchange Commission on or about December 23,
          1998, as such Registration Statement may be amended from time to time.

      (s)   "Issue Date" shall mean the date established by the Company on which
          certificates representing Restricted Stock shall be issued by the
          Company pursuant to the terms of Section 8(e).

      (t)   "Non-Employee Director" shall mean a member of the Board who is not
          and has never been an employee of the Company.

      (u)   "Non-Qualified Option" shall mean an Option other than an Incentive
          Stock Option.

      (v)   "Option" shall mean an option to purchase a number of shares of
          Stock granted pursuant to Section 7.

      (w)   "Other Stock-Based Award" shall mean an award granted pursuant to
          Section 9 hereof.

      (x)   "Partial Exercise" shall mean an exercise of an Award for less than
          the full extent permitted at the time of such exercise.

      (y)   "Participant" shall mean (1) an employee, consultant or Non-Employee
          Director of the Company to whom an Award is granted hereunder and (2)
          any such persons successors, heirs, executors and administrators, as
          the case may be, in such capacity.

      (z)   "Performance Goals" means performance goals based on one or more of
          the following criteria: (i) pre-tax income or after-tax income, (ii)
          operating profit, (iii) return on equity, as sets, capital or
          investment, (iv) earnings or book value per share, (v) sales or
          revenues, (vi) operating expenses, (vii) Stock price appreciation and
          (viii) implementation or completion of critical projects or processes.
          Where applicable, the Performance Goals may be expressed in terms of
          attaining a specified level of the particular criteria or the
          attainment of a percentage increase or decrease in the particular
          criteria, and may be applied to one or more of the Company, a
          Subsidiary or Affiliate, or a division or strategic business unit of
          the Company, or may be applied to the performance of the Company
          relative to a market index, a group of other companies or a
          combination thereof, all as determined by the Committee. The
          Performance Goals may include a threshold level of performance below
          which no vesting will occur, levels of performance at which specified
          vesting will occur, and a maximum level of performance at which full
          vesting will occur. Each of the foregoing Performance Goals shall be
          determined in accordance with generally accepted accounting principles
          and shall be subject to certification by the Committee; provided that
          the Committee shall have the authority to make equitable adjustments
          to the Performance Goals in recognition of unusual or non-recurring
          events affecting the Company or any Subsidiary or Affiliate or the
          financial statements of the Company or any Subsidiary or Affiliate, in
          response to changes in applicable laws or regulations, or to account
          for items of gain, loss or expense determined to be extraordinary or
          unusual in nature or infrequent in occurrence or related to the
          disposal of a segment of a business or related to a change in
          accounting principles.

      (aa)  "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, (2)


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          a trustee or other fiduciary holding securities under an employee
          benefit plan of the Company, (3) an underwriter temporarily holding
          securities pursuant to an offering of such securities or (4) a
          corporation owned, directly or indirectly, by the stockholders of the
          Company in substantially the same proportions as their ownership of
          shares of Stock of the Company.

      (bb)  "Plan" means the priceline.com 1999 Omnibus Plan, as amended from
          time to time.

      (cc)  "Reload Option" shall mean a Non-Qualified Stock Option granted
          pursuant to Section 7(c)(5).

      (dd)  "Restricted Stock" shall mean a share of Stock which is granted
          pursuant to the terms of Section 8 hereof and which is subject to the
          restrictions set forth in Section 8(c).

      (ee)  "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the
          Exchange Act, as amended from time to time.

      (ff)  "Securities Act" shall mean the Securities Act of 1933, as amended
          from time to time.

      (gg)  "Stock" means shares of the common stock, par value $.01 per share,
          of the Company.

      (hh)  "Subsidiary" means any corporation in an unbroken chain of
          corporations beginning with the Company if, at the time of granting of
          an Award, each of the corporations (other than the last corporation in
          the unbroken chain) owns stock possessing 50% or more of the total
          combined voting power of all classes of stock in one of the other
          corporations in the chain.

      (ii)  "Vesting Date" shall mean the date established by the Committee on
          which Restricted Stock may vest.

3.    STOCK SUBJECT TO THE PLAN.

      The maximum number of shares of Stock reserved for the grant or settlement
of Awards under the Plan shall be 35,375,000 shares, subject to adjustment as
provided herein. No more than 7,500,000 shares of Stock may be awarded in
respect of Options, no more than 2,500,000 shares of Stock may be awarded in
respect of Restricted Stock and no more than 5,000,000 shares of Stock may be
awarded in respect of Other Stock-Based Awards to a single individual in any
given year during the life of the Plan, which amounts shall be subject to
adjustment as provided herein. Determinations made in respect of the limitation
set forth in the preceding sentence shall be made in a manner consistent with
Section 162(m) of the Code. Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or may be reacquired by the
Company in the open market, in private transactions or otherwise. If any shares
subject to an Award are forfeited, canceled, exchanged or surrendered or if an
Award otherwise terminates or expires without a distribution of shares to the
holder of such Award, the shares of Stock with respect to such Award shall, to
the extent of any such forfeiture, cancellation, exchange, surrender,
termination or expiration, again be available for Awards under the Plan.

      Except as provided in an Award Agreement, in the event that the Committee
shall determine that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
Stock such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of holders of Awards under the Plan, then the
Committee shall make such equitable changes or adjustments as it deems necessary
or appropriate to any or all of (i) the number and kind of shares of Stock or
other property (including cash) that may thereafter be issued in connection with
Awards, (ii) the number and kind of shares of Stock or other property (including
cash) issued or issuable in respect of outstanding Awards, (iii) the exercise
price, grant price, or purchase price relating to any Award; provided that, with
respect to Incentive Stock Options, such adjustment shall be made in accordance
with Section 424(h) of the Code, (iv) the Performance Goals and (v) the
individual limitations applicable to Awards.



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4.    ADMINISTRATION OF THE PLAN.

      The Plan shall be administered by the Committee. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, with out
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions, restrictions and Performance Goals
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, canceled, forfeited, exchanged, or
surrendered; to make adjustments in the Performance Goals in recognition of
unusual or non-recurring events affecting the Company or the financial
statements of the Company (to the extent not inconsistent with Section 162(m) of
the Code, if applicable), or in response to changes in applicable laws,
regulations, or accounting principles; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Agreements; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

      The Committee may, in its absolute discretion, without amendment to the
Plan, (a) accelerate the date on which any Option granted under the Plan becomes
exercisable, waive or amend the operation of Plan provisions respecting exercise
after termination of employment or otherwise adjust any of the terms of such
Option, (b) accelerate the Vesting Date or waive any condition imposed hereunder
with respect to any Restricted Stock and (c) otherwise adjust any of the terms
applicable to any Award; provided, however, in each case, that in the event of
the occurrence of a Change in Control, the provisions of Section 10 hereof shall
govern vesting and exercisability schedule of any Award granted hereunder.

      No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify (to the
extent permitted under Delaware law) and hold harmless each member of the
Committee and each other director or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has been
delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Committee) arising out of any action, omission or determination relating to the
Plan, unless, in either case, such action, omission or determination was taken
or made by such member, director or employee in bad faith and without reasonable
belief that it was in the best interests of the Company.

5.    ELIGIBILITY.

      Incentive Stock Options shall be granted only to key employees (including
officers and directors who are also employees) of the Company, its parent or any
of its Subsidiaries. All other Awards may be granted to officers, independent
contractors, key employees and non-employee directors of the Company or of any
of its Subsidiaries and Affiliates.

6.    AWARDS UNDER THE PLAN; NON-EMPLOYEE DIRECTOR GRANTS

      (a) Grants. The Committee may grant Options, Restricted Stock and Other
      Stock-Based Awards to Participants in such amounts and on such terms and
      conditions, not inconsistent with the Plan, as the Committee shall
      determine in its sole and absolute discretion.

      (b) Non-Employee Director Grants. Unless determined otherwise by the
      Committee in its sole and absolute discretion, and without further action
      by the Board or the stockholders of the Company, each Non-Employee
      Director shall, subject to the terms of the Plan, be granted a
      Non-Qualified Option to purchase (1) 20,000 shares of Stock as of the date
      the Non-Employee Director begins service as a Non-Employee Director and
      (2) an additional Option to purchase 20,000 shares of Stock as of the
      first business day following each annual meeting of stockholders of the
      Company, provided that the individual is a Non-Employee Director on such
      date. Unless otherwise determined by the Committee at the time of grant,
      each such Option shall


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      be for a ten (10) year term, shall become exercisable as to one-third of
      the shares subject to the Option on the first anniversary of the date of
      grant and as to the balance monthly in equal installments over the next
      twenty-four months following such first anniversary, shall be granted at a
      per share exercise price equal to the Fair Market Value and otherwise be
      in accordance with Section 7 of this Plan.

      (c) Agreements. Each Award granted under the Plan shall be evidenced by an
      Agreement that shall contain such provisions as the Committee may, in its
      sole and absolute discretion, deem necessary or desirable. By accepting an
      Award, a Participant thereby agrees that the Award shall be subject to all
      terms and provisions of the Plan and the applicable Agreement.

      (d) Notwithstanding the above, no grants under Section (b) above shall be
      made to the extent it would exceed the limitations set forth in Section 3
      of the Plan with any grants then due being cut back pari passu and such
      non-made grants automatically being made at such time as they may be made
      under Section 3 (other than as a result of an amendment thereof).

7.    OPTIONS.

      (a)   IDENTIFICATION OF OPTIONS. Each Option shall be clearly identified
          in the applicable Agreement as either an Incentive Stock Option or a
          Non-Qualified Option.

      (b)   EXERCISE PRICE. Each Agreement with respect to an Option shall set
          forth the exercise price per share of Stock payable by the grantee to
          the Company upon exercise of the Option. The exercise price per share
          of Stock shall be determined by the Committee; provided, however, that
          in no case shall an Option have an exercise price per share of Stock
          that is less than the Fair Market Value of a share of Stock on the
          date the Option is granted.

      (c)   TERM AND EXERCISE OF OPTIONS.

            (1)   Unless the applicable Agreement provides otherwise, an Option
               shall become cumulatively exercisable as to 33 1/3% percent of
               the Units covered thereby on each of the first, second and third
               anniversaries of the date of grant. The Committee shall determine
               the expiration date of each Option; provided, however, that no
               Option shall be exercisable more than 10 years after the date of
               grant. Unless the applicable Agreement provides otherwise and
               except in the event of a Change in Control, no Option shall be
               exercisable prior to the first anniversary of the date of grant.

            (2)   An Option may be exercised for all or any portion of the Stock
               as to which it is exercisable, provided that no Partial Exercise
               of an Option shall be for an aggregate exercise price of less
               than $100.00. The Partial Exercise of an Option shall not cause
               the expiration, termination or cancellation of the remaining
               portion thereof.

            (3)   An Option shall be exercised by delivering notice to the
               Company's principal office, to the attention of its Secretary.
               Such notice shall be accompanied by the applicable Agreement,
               shall specify the number of shares of Stock with respect to which
               the Option is being exercised and the effective date of the
               proposed exercise and shall be signed by the Participant or other
               person then having the right to exercise the Option. Payment for
               Stock purchased upon the exercise of an Option shall be made on
               the effective date of such exercise by one or a combination of
               the following means: (i) in cash or by personal check, certified
               check, bank cashier's check or wire transfer; (ii) subject to the
               approval of the Committee, in Stock owned by the Participant for
               at least six months prior to the date of exercise and valued at
               their Fair Market Value on the effective date of such exercise;
               or (iii) subject to the approval of the Committee, by such other
               provision as the Committee may from time to time authorize.


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            (4)   Certificates for Stock purchased upon the exercise of an
               Option shall be issued in the name of the Participant or other
               per son entitled to receive such Stock, and delivered to the
               Participant or such other person as soon as practicable following
               the effective date on which the Option is exercised.

            (5)   The Committee shall have the authority to specify, at the time
               of grant or, with respect to Non-Qualified Options, at or after
               the time of grant, that a Participant shall be granted a new
               Non-Qualified Option (a "Reload Option") for a number of shares
               of Stock equal to the number of shares of Stock surrendered by
               the Participant upon exercise of all or a part of an Option in
               the manner described in Section 7(c)(3)(ii) above, subject to the
               availability of Stock under the Plan at the time of such
               exercise; provided, however, that no Reload Option shall be
               granted to a Non-Employee Director. Reload Options shall be
               subject to such conditions as may be specified by the Committee
               in its discretion, subject to the terms of the Plan.

      (d)   LIMITATIONS ON INCENTIVE STOCK OPTIONS.

            (1)   To the extent that the aggregate Fair Market Value of Stock of
               the Company with respect to which Incentive Stock Options are
               exercisable for the first time by a Participant during any
               calendar year under the Plan and any other option plan of the
               Company (or any Subsidiary) shall exceed $100,000, such Options
               shall be treated as Non-Qualified Options. Such Fair Market Value
               shall be determined as of the date on which each such Incentive
               Stock Option is granted.

            (2)   No Incentive Stock Option may be granted to an individual if,
               at the time of the proposed grant; such individual owns (or is
               attributed to own by virtue of the Code) Stock possessing more
               than ten (10) percent of the total combined voting power of all
               classes of stock of the Company or any Subsidiary unless (i) the
               exercise price of such Incentive Stock Option is at least 110
               percent of the Fair Market Value of a share of Stock at the time
               such Incentive Stock Option is granted and (ii) such Incentive
               Stock Option is not exercisable after the expiration of five
               years from the date such Incentive Stock Option is granted.

      (e)   EFFECT OF TERMINATION OF EMPLOYMENT.

            (1)   Unless the applicable Agreement provides otherwise, in the
               event that the employment, directorship or consultancy (together,
               hereinafter referred to as "employment") of a Participant with
               the Company shall terminate for any reason other than Cause,
               Disability or death, (i) Options granted to such Participant, to
               the extent that they are exercisable at the time of such
               termination, shall remain exercisable until the date that is 90
               days after such termination, on which date they shall expire, and
               (ii) Options granted to such Participant, to the extent that they
               were not exercisable at the time of such termination, shall
               expire at the close of business on the date of such termination.
               The 90 day period described in this Section 7(e)(1) shall be
               extended to one year from such termination, in the event of the
               Participant's death during such 90 day period. Notwithstanding
               the foregoing, no Option shall be exercisable after the
               expiration of its term.

            (2)   Unless the applicable Agreement provides otherwise, in the
               event that the employment of a Participant with the Company shall
               terminate on account of the Disability or death of the
               Participant, (i) Options granted to such Participant, to the
               extent that they were exercisable at the time of such
               termination, shall remain exercisable until the first anniversary
               of such termination, on which date they shall expire, and (ii)
               Options granted to such Participant, to the extent that they were
               not exercisable at the time of such termination, shall expire at
               the close of business on the date of such termination; provided,
               however, that no Option shall be exercisable after the expiration
               of its term.


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            (3)   In the event of the termination of a Participant's employment
               for Cause, all out standing Options granted to such Participant
               shall expire as of the commencement of business on the date of
               such termination.

8.    RESTRICTED STOCK.

      (a)   ISSUE DATE AND VESTING DATE. At the time of the grant of Restricted
          Stock, the Committee shall establish an Issue Date or Issue Dates and
          a Vesting Date or Vesting Dates with respect to such shares of
          Restricted Stock. The Committee may divide such shares of Restricted
          Stock into classes and assign a different Issue Date and/or Vesting
          Date for each class. If the grantee is employed by the Company on an
          Issue Date (which may be the date of grant), the specified number of
          shares of Restricted Stock shall be issued in accordance with the
          provisions of Section 8(e). Provided that all conditions to the
          vesting of Restricted Stock imposed pursuant to Section 8(b) are
          satisfied, and except as provided in Section 8(g), upon the occurrence
          of the Vesting Date with respect to Restricted Stock, such Restricted
          Stock shall vest and the restrictions of Section 8(c) shall lapse.

      (b)   CONDITIONS TO VESTING. At the time of the grant of Restricted Stock,
          the Committee may impose such restrictions or conditions to the
          vesting of such Restricted Stock as it, in its absolute discretion,
          deems appropriate, including the attainment of Performance Goals.

      (c)   RESTRICTIONS ON TRANSFER PRIOR TO VESTING. Prior to the vesting of
          any Restricted Stock, no transfer of a 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.

      (d)   DIVIDENDS ON RESTRICTED STOCK. The Committee in its discretion may
          require that any dividends or distributions paid on Restricted Stock
          be held in escrow until all restrictions on such Restricted Stock has
          lapsed.

      (e)   ISSUANCE OF CERTIFICATES.

            (1)   Reasonably promptly after the Issue Date with respect to
               Restricted Stock, the Company shall cause to be issued a
               certificate, registered in the name of the Participant to whom
               such shares of Restricted Stock were granted, evidencing such
               shares of Restricted Stock; provided that the Company shall not
               cause such a certificate to be issued unless it has received a
               power of attorney duly endorsed in blank with respect to such
               shares of Restricted Stock. Each such certificate shall bear the
               following legend:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE STOCK
                  REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND
                  CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS
                  AGAINST TRANSFER) CONTAINED IN THE PRICELINE.COM 1999 OMNIBUS
                  PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
                  OWNER OF SUCH STOCK AND PRICELINE.COM. A COPY OF THE 1999
                  OMNIBUS PLAN AND AGREEMENT IS ON FILE WITH THE SECRETARY OF
                  THE COMPANY.

               Such legend shall not be removed until such Stock vests pursuant
      to the terms hereof.

            (2)   Each certificate issued pursuant to this Section 8(e),
               together with the powers relating to the Restricted Stock
               evidenced by such certificate, shall be held by the Company
               unless the Committee determines otherwise.

      (f)   CONSEQUENCES OF VESTING. Upon the vesting of any Restricted
          Stock pursuant to the terms hereof, the


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          restrictions of Section 8(c) shall lapse with respect to such
          Restricted Stock. Reasonably promptly after any Restricted Stock
          vests, the Company shall cause to be delivered to the Participant to
          whom such shares of Restricted Stock were granted a certificate
          evidencing such Stock, free of the legend set forth in Section 8(e).

      (g)   EFFECT OF TERMINATION OF EMPLOYMENT. Subject to such other provision
          as the Committee may set forth in the applicable Agreement, and to the
          Committee's amendment authority pursuant to Section 4, upon the
          termination of a Participant's employment for any reason other than
          Cause, any and all Stock to which restrictions on transferability
          apply shall be immediately forfeited by the Participant and
          transferred to, and reacquired by, the Company; provided that if the
          Committee, in its sole discretion, shall within thirty (30) days after
          such termination of employment notify the Participant in writing of
          its decision not to terminate the Participant's rights in such shares
          of Stock, then the Participant shall continue to be the owner of such
          shares of Stock subject to such continuing restrictions as the
          Committee may prescribe in such notice. In the event of a forfeiture
          of Stock pursuant to this section, the Company shall repay to the
          Participant (or the Participant's estate) any amount paid by the
          Participant for such shares of Stock. In the event that the Company
          requires a return of Stock, it shall also have the right to require
          the return of all dividends or distributions paid on such Stock,
          whether by termination of any escrow arrangement under which such
          dividends or distributions are held or otherwise.

            (1)   In the event of the termination of a Participant's employment
               for Cause, all shares of Restricted Stock granted to such
               Participant which have not vested as of the date of such
               termination shall immediately be returned to the Company,
               together with any dividends or distributions paid on such shares
               of Stock, in return for which the Company shall repay to the
               Participant any amount paid by the Participant for such shares of
               Stock.

      (h)   SPECIAL PROVISIONS REGARDING AWARDS. Notwithstanding anything to the
          contrary contained herein, Restricted Stock granted pursuant to this
          Section 8 to Executive Officers may be based on the attainment by the
          Company (or a Subsidiary or division of the Company if applicable) of
          Performance Goals pre-established by the Committee.

9.    OTHER STOCK-BASED AWARDS.

      Other forms of Awards valued in whole or in part by reference to, or
otherwise based on, shares of Stock ("Other Stock-Based Awards") may be granted
either alone or in addition to other Awards under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Other
Stock-Based Awards shall be granted, the number of shares of Stock to be granted
pursuant to such Other Stock-Based Awards and all other conditions of such Other
Stock-Based Awards, including the attainment of Performance Goals.

10.   CHANGE IN CONTROL.

      Notwithstanding anything in the Plan to the contrary, upon the occurrence
of a Change in Control, any Award issued prior to April 25, 2000 carrying a
right to exercise that was not previously exercisable and vested, shall become
fully exercisable and vested and the restriction and forfeiture conditions
applicable to any other such Award shall lapse and such Award shall be deemed
fully vested. In the case of any Award made on or after the aforesaid date, no
acceleration of exercisability, vesting or lapsing shall occur on a Change in
Control except to the extent, if any, provided in the specific Award Agreement
or as otherwise determined by the Committee or the Board. Notwithstanding
anything in the Plan to the contrary, upon the occurrence of a Change in
Control, the purchaser(s) of the Company's assets or stock may, in his, her, or
its discretion, deliver to the holder of an Award the same kind of consideration
that is delivered to the stockholders of the Company as a result of such sale,
conveyance or Change in Control, or the Board may cancel all outstanding Options
in exchange for consideration in cash or in kind which consideration in both
cases shall be equal in value to the higher of (i) the Fair Market Value of
those shares of Stock or other securities the holder of such Option would have
received had the Option been exercised and no disposition of the shares acquired
upon such exercise been


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<PAGE>

made prior to such sale, conveyance or Change in Control, less the exercise
price there for, and (ii) the Fair Market Value of those shares of Stock or
other securities the holder of the Option would have received had the Option
been exercised and no disposition of the shares acquired upon such exercise been
made immediately following such sale, conveyance or Change in Control, less the
exercise price therefor.

      Upon dissolution or liquidation of the Company, all Options and other
Awards granted under this Plan shall terminate, but each holder of an Option
shall have the right, immediately prior to such dissolution or liquidation, to
exercise his or her Option to the extent then exercisable.

11.   RIGHTS AS A STOCKHOLDER.

      No person shall have any rights as a stockholder with respect to any
shares of Stock covered by or relating to any Award until the date of issuance
of a certificate with respect to such shares of Stock. Except as otherwise
expressly provided in Section 3(b), no adjustment to any Award shall be made for
dividends or other rights prior to the date such certificate is issued.

12.   NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO AWARD.

      Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant.

      No person shall have any claim or right to receive an Award hereunder. The
Committee's granting of an Award to a participant at any time shall neither
require the Committee to grant any other Award to such Participant or other
person at any time or preclude the Committee from making subsequent grants to
such Participant or any other person.

13.   SECURITIES MATTERS.

      (a)   The Company shall be under no obligation to effect the registration
          pursuant to the Securities Act of any interests in the Plan or any
          Stock to be issued hereunder or to effect similar compliance under any
          state laws. Notwithstanding anything herein to the contrary, the
          Company shall not be obligated to cause to be issued or delivered any
          certificates evidencing Stock pursuant to the Plan unless and until
          the Company is advised by its counsel that the issuance and delivery
          of such certificates is in compliance with all applicable laws,
          regulations of governmental authority and the requirements of any
          securities exchange on which shares of Stock are traded. The Committee
          may require, as a condition of the issuance and delivery of
          certificates evidencing shares of Stock pursuant to the terms hereof,
          that the recipient of such shares of Stock make such agreements and
          representations, and that such certificates bear such legends, as the
          Committee, in its sole discretion, deems necessary or desirable.

      (b)   The transfer of any shares of Stock hereunder shall be effective
          only at such time as counsel to the Company shall have determined that
          the issuance and delivery of such shares of Stock is in compliance
          with all applicable laws, regulations of governmental authority, the
          requirements of any securities exchange on which shares of Stock are
          traded. The Committee may, in its sole discretion, defer the
          effectiveness of any transfer of Stock hereunder in order to allow the
          issuance of such Stock to be made pursuant to registration or an
          exemption from registration or other methods for compliance available
          under federal or state securities laws. The Committee shall inform the
          Participant in writing of its decision to defer the effectiveness of a
          transfer. During the period of such deferral in connection with the
          exercise of an Option, the Participant may, by written notice,
          withdraw such exercise and obtain the refund of any amount paid with
          respect thereto.


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<PAGE>

14.   WITHHOLDING TAXES.

      Whenever shares of Stock are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local withholding
tax requirements related thereto. With the approval of the Committee, a
Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery shares of Stock having a value equal to the
amount of tax to be withheld. Such shares of Stock shall be valued at their Fair
Market Value on the date of which the amount of tax to be withheld is deter
mined (the "Tax Date"). Fractional shares of Stock amounts shall be settled in
cash. Such a withholding election may be made with respect to all or any portion
of the Stock to be delivered pursuant to an Award.

15.   NOTIFICATION OF ELECTION UNDER SECTION 83(b) OF THE CODE.

      If any Participant shall, in connection with the acquisition of Stock
under the Plan, make the election permitted under Section 83(b) of the Code
(i.e., an election to include in gross income in the year of transfer the
amounts specified in Section 83(b)), such Participant shall notify the Company
of such election within 10 days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and a notification required
pursuant to regulation issued under the authority of Section 83(b) of the Code.

16.   NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(b) OF THE
      CODE.

      Each Participant shall notify the Company of any disposition of Stock
issued pursuant to the exercise of an Incentive Stock Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within 10 days of such disposition.

17.   AMENDMENT OR TERMINATION OF THE PLAN.

      The Board may, at any time, suspend or terminate the Plan or revise or
amend it in any respect whatsoever; provided, however, that stockholder approval
shall be required if and to the extent the Board determines that such approval
is appropriate for purposes of satisfying Section 162(m) or 422 of the Code or
is otherwise required by law or applicable stock exchange requirements. Awards
may be granted under the Plan prior to the receipt of such approval but each
such grant shall be subject in its entirety to such approval and no award may be
exercised, vested or otherwise satisfied prior to the receipt of such approval.
Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority pursuant to Section 4, which discretion may be exercised
without amendment to the Plan. No action hereunder may, without the consent of a
Participant, reduce the Participant's rights under any outstanding Award.

18.   TRANSFERS UPON DEATH; NONASSIGNABILITY.

      Upon the death of a Participant, outstanding Awards granted to such
Participant may be exercised only by the executor or administrator of the
Participant's estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution. No transfer of an
Award by will or the laws of descent and distribution shall be effective to bind
the Company unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Committee
may deem necessary to establish the validity of the transfer and (b) an
agreement by the transferee to comply with all the terms and conditions of the
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Award.

      During a Participant's lifetime, the Committee may permit the transfer,
assignment or other encumbrance of an outstanding Option unless (y) such Option
is an Incentive Stock Option and the Committee and the Participant intend that
it shall retain such status, or (z) such Option is meant to qualify for the
exemptions available under Rule 16b-3, nontransferability is necessary under
Rule 16b-3 in order for the award to so qualify and the Committee and the
Participant intend that it shall continue to so qualify. Subject to any
conditions as the Committee may prescribe, a Participant may, upon providing
written notice to the Secretary of the Company, elect to transfer any or all
Options


                                       21
<PAGE>

granted to such Participant pursuant to the Plan to members of his or her
immediate family, including, but not limited to, children, grandchildren and
spouse or to trusts for the benefit of such immediate family members or to
partnerships in which such family members are the only partners; provided,
however, that no such transfer by any Participant may be made in exchange for
consideration.

19.   EXPENSES AND RECEIPTS.

      The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Award will be used for general
corporate purposes.

20.   FAILURE TO COMPLY.

      In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Agreement, unless such failure is
remedied by such Participant (or beneficiary) within ten days after notice of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Award, in whole or in part, as the Committee, in its absolute
discretion, may determine.

21.   EFFECTIVE DATE AND TERM OF PLAN.

      The Plan became effective on the Effective Date and, unless earlier
terminated by the Board, the right to grant Awards under the Plan will terminate
on the tenth anniversary of the Effective Date. Awards outstanding at Plan
termination will remain in effect according to their terms and the provisions of
the Plan.

22.   APPLICABLE LAW.

      Except to the extent preempted by any applicable federal law, the Plan
will be construed and administered in accordance with the laws of the State of
Delaware, without reference to its principles of conflicts of law.

23.   PARTICIPANT RIGHTS.

      No Participant shall have any claim to be granted any award under the
Plan, and there is no obligation for uniformity of treatment for Participants.
Except as provided specifically herein, a Participant or a transferee of an
Award shall have no rights as a stockholder with respect to any shares of Stock
covered by any award until the date of the issuance of a certificate or
certificates to him or her for such shares of Stock.

24.   UNFUNDED STATUS OF AWARDS.

      The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Agreement
shall give any such Participant any rights that are greater than those of a
general creditor of the Company.

25.   BENEFICIARY.

      A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.

26.   INTERPRETATION.

      The Plan is designed and intended to comply with Rule l6b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.



                                       22
<PAGE>

27.   SEVERABILITY.

If any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the Plan.




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