Exhibit
10.3


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 


PRICELINE.COM  INCORPORATED 1999 OMNIBUS PLAN


 


PERFORMANCE SHARE UNIT
AGREEMENT


 


THIS PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is
made as of the 5th day of March, 2008 by and between priceline.com
Incorporated, a Delaware corporation, with its principal United States office
at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (“priceline.com”), and
                                      
(the “Participant”).


 


WITNESSETH:


 


Pursuant to terms of the priceline.com Incorporated
1999 Omnibus Plan (the “Plan”), the Board of Directors of the Company (the “Board”)
has authorized this Agreement.  The
Participant has been granted as of March 5, 2008 (the “Grant Date”) the
number of performance share units (the “Performance Share Units”) set forth
below.  Unless otherwise indicated, any
capitalized term used herein, but not defined herein, shall have the meaning
ascribed to such term in the Plan.  The
Performance Share Units comprising this award may be recorded in an unfunded
Performance Share Unit account in the Participant’s name maintained by the
Company.  The Participant will have no
rights as a stockholder of the Company by virtue of any Performance Share Unit
awarded to the Participant until shares of Stock (as defined below), if any,
are issued to the Participant as described in this Agreement.


 


1.                                       Definitions


 


(a)                                  “Adjusted
EBITDA” shall mean Agoda’s operating income before interest, taxes,
depreciation and amortization determined in accordance with U.S. GAAP, adjusted
to exclude the following additional expenses incurred at the direction of
priceline.com by Agoda as a result of the companies comprising Agoda being
subsidiaries of priceline.com:


 


                                                                                                (i) costs
related to initial network security and network connectivity to priceline.com’s
global communication network (meaning establishing e-mail linkage and internet
protocol telephony linkage, and not any ongoing expense related to the use or
improvement of such systems);


 


                                                                                                (ii) external
auditor and consultant costs related to (A) reviews of Agoda’s internal
control over financial reporting, or (B) any other requirements of the
Sarbanes-Oxley Act and regulations, the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules thereunder, and regulations
of any applicable stock exchange;


 


                                                                                                (iii) incremental
annual audit expenses (including for quarterly reviews) during the Performance
Period incurred by Agoda in connection with priceline.com’s annual audit of its
financial statements as required under the Exchange Act and rules thereunder,
in excess of the amount of such expenses incurred by Agoda during its fiscal
year 2006; and


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


1

















 


                                                                                                (iv) priceline.com’s corporate headquarters’ overhead
allocations.


 


If, and to the extent, priceline.com or any of its
affiliates provide capital to Agoda, the cost of such capital (in terms of
interest expense) will be included in Adjusted EBITDA; provided, however,
that such cost of capital will be determined by reference to the interest then
payable by priceline.com under its existing revolving credit facility (or, if
priceline.com does not have a revolving credit facility at that time, then by
reference to the interest payable under a credit facility, on substantially
similar terms, that priceline.com could reasonably seek in the debt markets at
that time).  The grant of restricted
stock units and performance shares units on November 13, 2007 by
priceline.com in connection with the acquisition of Agoda will be excluded from
Adjusted EBITDA.


 


The Committee shall have the
authority to make equitable adjustments to Adjusted EBITDA in recognition of
unusual or non-recurring events affecting the financial results of Agoda, or  in response to changes in laws or
regulations, or to account for items of gain, loss or expenses determined to be
extraordinary or unusual in nature or infrequent in occurrence, or related to
the acquisition of a business or the disposition of a business or a segment of
a business, or related to a change in accounting principles.


 


Any currency conversion
needed with respect to the calculation of Adjusted EBITDA shall be calculated
in a manner consistent with the Company’s generally applicable currency
conversion practices.


 


(b)                                 “Adjusted EBITDA Vesting Factor” shall be
determined in accordance with the following table:


 


	
  If the Cumulative Adjusted EBITDA for the 

  Performance Period is:

  	
   

  	
  Then, the Adjusted EBITDA Vesting Factor 

  or Adjusted EBITDA Vesting Factor Range

  is:

  
	
  [***]

  	
   

  	
  0x

  
	
  [***]

  	
   

  	
  0x to 1x

  
	
  [***]

  	
   

  	
  1x to 1.3482x

  
	
  [***]

  	
   

  	
  1.3482x to
  1.7282x

  
	
  [***]

  	
   

  	
  1.7282x to
  2.1717x

  
	
  [***]

  	
   

  	
  2.1717x to
  2.6641x

  
	
  [***]

  	
   

  	
  2.6641x to
  3.2054x

  
	
  [***]

  	
   

  	
  3.2054x

  



 


Notwithstanding any other provision of this Agreement
to the contrary, the Committee, in its sole discretion, may adjust the terms of
the table set forth above in connection with the acquisition of a business or
the disposition of a business or a segment of a business.


 


(c)                                  “Adjusted Gross Bookings” shall mean the
amount, during the Performance Period, in U.S. dollars, for the applicable year
of (i) stayed bookings (calculated on a departure 


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


2

















 


basis
and including all taxes and fees) on which Agoda, either alone or acting
through priceline.com or an affiliate of priceline.com, has collected
commissions and/or retained a mark-up; and (ii) all net revenue of Agoda
(net revenue being revenue after being reduced for any actual or accrued
cancellation, uncollectible, or other such provision) that is not part of a
travel transaction that is processed by Agoda, such as advertising, travel
insurance, or travel that is processed by another person (including the
Company), multiplied by the inverse of Agoda’s average commission rate (whether
actual commission rate or the equivalent if the transaction is a merchant
transaction) for the year in which the revenue was received.


 


The Committee shall have the authority to make
equitable adjustments to the Adjusted Gross Bookings in recognition of unusual
or non-recurring events affecting the financial results of Agoda, or  in response to changes in laws or
regulations, or to account for items of gain, loss or expenses determined to be
extraordinary or unusual in nature or infrequent in occurrence, or related to
the acquisition of a business or the disposition of a business or a segment of
a business, or related to a change in accounting principles.


 


Any currency conversion
needed with respect to the calculation of Adjusted Gross Bookings shall be
calculated in a manner consistent with the Company’s generally applicable
currency conversion practices.


 


(d)                                 “Adjusted
Gross Bookings Vesting Factor” shall be determined
in accordance with the following table:


 


	
  If the Cumulative Adjusted Gross Bookings for the

  Performance Period is:

  	
   

  	
  Then, the Adjusted Gross Bookings Vesting

  Factor or Adjusted Gross Bookings Vesting 

  Factor Range is:

  
	
  [***]

  	
   

  	
  0x

  
	
  [***]

  	
   

  	
  0x to 1x

  
	
  [***]

  	
   

  	
  1x to 1.3482x

  
	
  [***]

  	
   

  	
  1.3482x to
  1.7282x

  
	
  [***]

  	
   

  	
  1.7282x to
  2.1717x

  
	
  [***]

  	
   

  	
  2.1717x to
  2.6641x

  
	
  [***]

  	
   

  	
  2.6641x to
  3.2054x

  
	
  [***]

  	
   

  	
  3.2054x

  



 


Notwithstanding any other provision of this Agreement
to the contrary, the Committee, in its sole discretion, may adjust the terms of
the table set forth above in connection with the acquisition of a business or
the disposition of a business or a segment of a business.


 


(e)                                  “Agoda”
shall mean collectively Agoda Company Ltd., a company incorporated in
Mauritius, Agoda Company Pte. Ltd., a company incorporated in Singapore, and
Agoda Services Co. Ltd., a company incorporated in Thailand.


 


(f)                                    “Applicable
Vesting Factor” shall mean the vesting factor that is the lesser of (i) or
(ii) below:


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


3

















 


(i)                                     either
(A) the sole Adjusted EBITDA Vesting Factor corresponding to the
applicable Cumulative Adjusted EBITDA on the table set forth in Section 1(b) above
or (B) the sum of (1) the lowest Adjusted EBITDA Vesting Factor in
the applicable Adjusted EBITDA Vesting Factor Range corresponding to the
applicable Cumulative Adjusted EBITDA on the table set forth in Section 1(b) above,
plus (2) the ProRata Vesting Factor Increase; or


 


(ii)                                  either
(A) the sole Adjusted Gross Bookings Vesting Factor corresponding to the
applicable Cumulative Adjusted Gross Bookings on the table set forth in Section 1(d) above
or (B) the sum of (1) the lowest Adjusted Gross Bookings Vesting
Factor in the applicable Adjusted Gross Bookings Vesting Factor Range
corresponding to the applicable Cumulative Adjusted Gross Bookings on the table
set forth in Section 1(d) above, plus (2) the ProRata Vesting
Factor Increase.


 


For Section 1(f)(i),
“ProRata Vesting Factor Increase” shall mean the quotient of (x) the
excess of the actual Cumulative Adjusted EBITDA over the lowest Cumulative
Adjusted EBITDA in the applicable Cumulative Adjusted EBITDA range in which the
actual Cumulative Adjusted EBITDA falls (as set forth in the table in Section 1(b)),
divided by (y) the result of a fraction, the numerator of which is the
difference between the lowest and highest Cumulative Adjusted EBITDA in the
range in which the actual Cumulative Adjusted EBITDA falls, and the denominator
of which is the difference between the lowest and highest applicable Adjusted
EBITDA Vesting Factor in the applicable Adjusted EBITDA Vesting Factor Range
set forth in the table in Section 1(b) above.


 


For Section 1(f)(ii), “ProRata Vesting Factor
Increase” shall mean the quotient of (x) the excess of the actual
Cumulative Adjusted Gross Bookings over the lowest Cumulative Adjusted Gross
Bookings in the applicable Cumulative Adjusted Gross Bookings range in which
the actual Cumulative Adjusted Gross Bookings falls (as set forth in the table
in Section 1(d)), divided by (y) the result of a fraction, the
numerator of which is the difference between the lowest and highest Cumulative
Adjusted Gross Bookings in the range in which the actual Cumulative Adjusted
Gross Bookings falls, and the denominator of which is the difference between
the lowest and highest applicable Adjusted Gross Bookings Vesting Factor in the
applicable Adjusted Gross Bookings Vesting Factor Range set forth in the table
in Section 1(d) above.


 


(g)                                 “Change
in Control” shall have the meaning given such term under Section 3(i).


 


(h)                                 “Change
in Control Period” shall mean the period commencing on the effective date of
the Change in Control and ending on the date immediately prior to the date
which is six (6) months after the effective date of the Change in Control.


 


(i)                                     “Company”
shall mean priceline.com, any of its subsidiaries or affiliates.


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


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(j)                                     “Continuous
Service” shall mean the Participant’s service with the Company or any
Subsidiary or Affiliate whether as an employee, director or consultant, which
is not interrupted or terminated.


 


(k)                                  “Cumulative
Adjusted EBITDA” shall mean the Adjusted EBITDA during the Performance Period,
calculated on a cumulative basis.


 


(l)                                     “Cumulative
Adjusted Gross Bookings” shall mean the Adjusted Gross Bookings during the
Performance Period, calculated on a cumulative basis.


 


(m)                               “Determination
Date” shall mean March 1, 2011.


 


(n)                                 “Disability”
shall mean (i) any physical or mental condition that would qualify a
Participant for a disability benefit under any long-term disability plan
maintained by the Company and applicable to him or her, (ii) if there is
no such plan, such condition provided in any applicable governmental statute or
regulation that constitutes a Disability, or (iii) if there is no such
applicable statute or regulation, such other condition as may be determined by
the Committee in its sole discretion to constitute a Disability.


 


(o)                                 “Performance
Period” shall mean the period commencing on January 1, 2008 and ending on December 31,
2010.


 


(p)                                 “Plan
Year” shall mean the calendar year.


 


(q)                                 “Stock”
shall mean shares of common stock, par value $0.008, of the Company.


 


(r)                                    “Target
Amount” shall have the meaning given such term under Section 2.


 


2.                                       The
Grant


 


Subject to the terms and conditions set forth herein,
the Participant is granted
                    
(                    )
Performance Share Units as of the Grant Date (the “Target Amount”).


 


3.                                       Vesting;
Effect of Termination of Continuous Service; Change in Control


 


(a)                                  Vesting
at End of Performance Period.  If the
Participant remains in Continuous Service through and including the
Determination Date, then the Participant shall be entitled to receive a number
of shares of Stock determined by multiplying the Target Amount by the
Applicable Vesting Factor.  All shares of
Stock to be issued to the Participant under this Section 3(a), if any,
shall be issued to the Participant as soon as practicable after the Determination
Date but in no event later than March 15, 2011.  If the Participant becomes entitled to any
shares of Stock under this Section 3(a), he or she shall not be entitled
to receive any shares of Stock under any other subsection of this Section 3.


 


(b)                                 Termination
for Cause.  If, prior to the
Determination Date, the Participant’s Continuous Service is (i) terminated
by the Company  for Cause or (ii) voluntarily
terminated by the Participant other than on account of death or Disability, then the Participant shall receive no shares of
Stock under this Agreement.


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


5

















 


(c)                                  Pre-2009
Termination Without a Change in Control. 
Subject to Section 3(e), if, on or prior to December 31, 2008,
the Participant’s Continuous Service is terminated by the Company other than
for Cause or by the Participant on account of death or Disability, then the
Participant (or the Participant’s designated beneficiary in the event of the
Participant’s death) shall receive a number of shares of Stock equal to the
Target Amount, multiplied by a fraction, the numerator of which is the number
of full months completed since January 1, 2008 as of the date of such
termination, and the denominator of which is 36.


 


(d)                                 Post-2008
Termination Without a Change in Control. 
Subject to Section 3(f), if, after December 31, 2008, but
prior to the Determination Date and prior to a Change in Control, the
Participant’s Continuous Service is terminated by the Company other than for
Cause or by the Participant on account of death or Disability, then the
Participant (or the Participant’s designated beneficiary in the event of the
Participant’s death) shall be entitled to receive a number of shares of Stock
equal to the product of (i) the Target Amount and (ii) the Applicable
Vesting Factor multiplied by (iii) a fraction, the numerator of which is
the lesser of 36 and the number of full months completed since January 1,
2008 as of the date of such termination, and the denominator of which is 36;
provided that the Applicable Vesting Factor shall be determined in accordance
with Appendix A1.  All shares of
Stock to be issued to the Participant under this Section 3(d), if any,
shall be issued to the Participant as soon as practicable after the Participant’s
Continuous Service terminates but in no event later than March 15 of the
calendar year following the calendar year in which the Participant’s Continuous
Service is terminated (or, if the Participant’s Continuous Service is
terminated on or after January 1, 2011, March 15, 2011).  If the Participant becomes entitled to any
shares of Stock under this Section 3(d), he or she shall not be entitled
to receive any shares of Stock under any other subsection of this Section 3.


 


(e)                                  Pre-2009
Change in Control Without Termination. 
If there is a Change in Control on or prior to December 31, 2008,
and the Participant remains in Continuous Service through the date which is six
(6) months after the effective date of the Change in Control (“Six-Month
Date”), then the Participant shall be vested in a number of shares of Stock
equal to the Target Amount, multiplied by a fraction, the numerator of which is
the number of full months completed since January 1, 2008 as of the
Six-Month Date, and the denominator of which is 36.


 


(f)                                    Post-2008
Change in Control Without Termination. 
If there is a Change in Control after December 31, 2008, but prior
to the Determination Date, and the Participant remains in Continuous Service
through the Six-Month Date, then the Participant shall be entitled to receive a
number of shares of Stock equal to the product of (i) the Target Amount
and (ii) the Applicable Vesting Factor multiplied by (iii) a
fraction, the numerator of which is the lesser of 36 and the number of full
months completed since January 1, 2008 as of the Six-Month Date, and the
denominator of which is 36; provided that the Applicable Vesting Factor shall
be determined in accordance with Appendix A2.  Thereafter, the Participant shall become
vested as of the Determination Date in a number of shares of Stock equal to the
product of the Target Amount, multiplied by the fraction resulting from one (1) minus
the fraction set forth in Section 3(f)(iii) of this paragraph;
provided that in the event that the Participant’s Continuous Service is
terminated prior to the Determination Date by the Company other than for Cause
or by the Participant on account of death or Disability, the Participant (or
the Participant’s designated beneficiary in the event of the Participant’s
death) shall be vested in a number of shares of Stock equal to the Target
Amount, multiplied by a fraction, the numerator of which is the number of 


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


6

















 


full months that have
been completed during the period commencing on the Six-Month Date and ending on
the date of such termination, and the denominator of which is the number of
full months during the period commencing on the Six-Month Date and ending on December 31,
2010.  All shares of Stock to be issued
to the Participant under this Section 3(f), if any, shall be issued to the
Participant as soon as practicable after such Six-Month Date occurs but in no
event later than March 15 of the calendar year following the calendar year
in which the Six-Month Date occurs.  If
the Participant becomes entitled to any shares of Stock or cash under this Section 3(f),
he or she shall not be entitled to receive any shares of Stock under any other
subsection of this Section 3.


 


(g)                                 Termination
During a Pre-2009 Change in Control Period. 
If there is a Change in Control on or prior to December 31, 2008, and
the Participant’s Continuous Service is terminated by the Company other than
for Cause or by the Participant on account of death or Disability during the
Change in Control Period, then the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) shall receive a number of
shares of Stock equal to the Target Amount, multiplied by a fraction, the
numerator of which is the number of full months completed since January 1,
2008 as of the date of such termination, and the denominator of which is 36.


 


(h)                                 Termination
During a Post-2008 Change in Control Period.  If there is a Change in Control after December 31,
2008, but prior to the Determination Date, and the Participant’s Continuous
Service is terminated during the Change in Control Period  by the Company other than for Cause or by
the Participant on account of death or Disability, then the Participant (or the
Participant’s designated beneficiary in the event of the Participant’s death)
shall be entitled to receive a number of shares of Stock equal to the sum of (i) the
product of (A) the Target Amount and (B) the Applicable Vesting
Factor multiplied by (C) a fraction, the numerator of which is the lesser
of 36 and the number of full months completed since January 1, 2008 as of
the date of such Change in Control, and the denominator of which is 36;
provided that the Applicable Vesting Factor shall be determined in accordance
with Appendix A3, and (ii) the product of the Target Amount,
multiplied by the fraction resulting from one (1) minus the fraction set
forth in Section 3(h)(i)(C) of this paragraph.  All shares of Stock to be issued to the
Participant under this Section 3(h) as a result of the Participant’s
termination of Continuous Service after the effective date of the Change in
Control, if any, shall be issued to the Participant (or the Participant’s
designated beneficiary in the event of the Participant’s death) as soon as
practicable after the Participant’s Continuous Service terminates but in no
event later than March 15 of the calendar year following the calendar year
in which the Participant’s Continuous Service terminates.  If the Participant becomes entitled to any
shares of Stock under this Section 3(h), he or she shall not be entitled
to receive any shares of Stock under any other subsection of this Section 3.


 


(i)                                     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 


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE COMMISSION.


 


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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 Grant 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 Grant
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 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


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


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(iv)                              the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.


 


Notwithstanding the foregoing, 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 to a percentage
equal to or greater than 35, a Change in Control of the Company shall then be
deemed to occur.


 


(j)            For
the purposes of Section 3(i) (and with respect to Section 3(j)(i),
for purposes of Section 1(j)), 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 U.S. 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 13d3 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 Stock or (5) the
Participant or any group of persons including the Participant, or any entity
controlled by the Participant or any group of persons including the
Participant; provided the Participant is an executive officer, director or more
than 10% owner of Stock.


 


(k)                                  For
purposes of calculations made under this Section 3, results shall be
rounded to the nearest 100th using the common rounding method (i.e.,
increase the last digit by 1 if the next digit is 5 or more).


 


4.                                       Nontransferability
of Grant


 


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


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


9
















 


5.             Distribution
and Voting Rights


 


Performance Share Units shall have no distribution,
dividend or voting rights.


 


6.             Stock;
Adjustment Upon Certain Events


 


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


 


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


 


(c)                                  If
an acquiring entity does not agree to the continuation and future vesting of
the Performance Share Units hereunder and other conditions that apply in the
event of a Change in Control, then the number of Performance Share Units
granted hereunder shall be fully vested upon a Change in Control.


 


(d)                                 In
the event of 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 that affects the Stock such that an adjustment is
required in order to prevent dilution or enlargement of the rights of holders
of Performance Share Units under the Plan, then the Committee shall make such
equitable changes or adjustments 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 the Performance Share Units granted under the Plan, (ii) the
number and kind of shares of Stock or other property (including cash) issued or
issuable in respect of outstanding Performance Share Units, (iii) performance
targets, and (iv) any individual limitations applicable to the Performance
Share Units granted under the Plan.


 


7.             Determinations


 


The Committee (by proper delegation or otherwise)
shall determine the extent to which an award has been earned, if at all, in
accordance with Section 3 of this Agreement on or prior to the
Determination Date.  Such determination
and all other determinations, interpretations or other actions made or taken
pursuant to the provisions of this Agreement by the Committee or the Board in
good faith shall be final, conclusive and binding for all purposes and upon all
persons, including, without limitation, the Participant and the Company, and
their respective heirs, executors, administrators, personal representatives and
other successors in interest.


 






[***] =
CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION; REDACTED PORTION HAS
BEEN FILED SEPARATELY WITH THE COMMISSION.


 


10

















 


8.                                       Other
Conditions


 


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


 


9.                                       Withholding
Taxes


 


The Participant shall be liable for any and all taxes
and contributions of any kind required by law to be withheld with respect to
the delivery of any shares of Stock under this Agreement.  The Participant agrees that the Participant’s
employer may, in its discretion, (a) require the Participant to remit to
the Company on the date on which the Participant becomes the owner of shares of
Stock under this Agreement cash in an amount sufficient to satisfy all
applicable required withholding taxes and social security contributions related
to such vesting, (b) deduct from his or her regular salary payroll cash,
on a payroll date coincident with or following the date on which the
Participant becomes the owner of shares of Stock under this Agreement, in an
amount sufficient to satisfy such obligations, or (c) withhold from the
total number of shares of Stock the Participant is to receive on a
determination date a number of shares that has a total value equal to the
amount necessary to satisfy any and all such withholding tax obligations.


 


10.                                 Distribution
of Stock


 


Subject to Section 8, as soon as administratively
practicable after the time the Participant becomes entitled to receive shares
of Stock, if any, under this Agreement, (but in no event later than the time
periods described in Sections 3(a) through 3(h), as the case may be) the
Company shall cause the Participant to be the record owner of such shares of
Stock.


 


11.                                 Incorporation
of the Plan


 


The Plan, as it exists on the date of this Agreement
and as amended from time to time, is hereby incorporated by reference and made
a part hereof, and the Performance Share Units and this Agreement shall be
subject to all terms and conditions of the Plan.  In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the terms of the
Plan shall control, except as expressly stated otherwise.


 


12.                                 Electronic
Delivery


 


The Company may, in its sole discretion, deliver any
documents related to the Performance Share Units and the Participant’s
participation in the Plan, or future awards that may be granted under the Plan,
by electronic means or to request the Participant’s consent to participate in
the Plan by electronic means.  The
Participant hereby consents to receive such documents by electronic delivery
and, if requested, agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party
designated by the Company.


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


11

















 


13.                                 Nature
of Grant


 


The Participant acknowledges and agrees that: (a) the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time; (b) the grant of Performance Share Units is voluntary and occasional
and does not create any contractual or other right to receive future grants of
Performance Shares Units, or benefits in lieu of Performance Shares Units, even
if Performance Shares Units have been granted repeatedly in the past; (c) all
decisions with respect to future Performance Shares Unit grants, if any, will
be at the sole discretion of the Company; (d) participation in the Plan is
voluntary; (e) the Performance Shares Units are not a part of normal or
expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments; (f) the future value of the underlying shares of
Stock is unknown and cannot be predicted with certainty; and (g) in
consideration of the grant of Performance Shares Units, no claim or entitlement
to compensation or damages shall arise from termination of the Performance
Shares Units or diminution in value of the Performance Shares Units or shares
received upon vesting including (without limitation) any claim or entitlement
resulting from termination of the Participant’s Continuous Service by the
Company or a Subsidiary or Affiliate (for any reason whatsoever and whether or
not in breach of local labor laws) and the Participant hereby releases the
Company and its Subsidiaries and Affiliates from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, then, by signing this Agreement, the
Participant shall be deemed irrevocably to have waived the Participant’s
entitlement to pursue such claim.


 


14.                                 Data
Privacy


 


The Participant explicitly and unambiguously consents
to the collection, use and transfer, in electronic or other form, of the
Participant’s personal data by and among, as applicable, the Company and its
Subsidiaries and Affiliates, namely priceline.com (located in the United States
of America), priceline.com International Limited (located in the United
Kingdom), Booking.com Ltd. (located in the United Kingdom), and Booking.com
B.V. (located in The Netherlands) for the exclusive purpose of implementing,
administering and managing the Participant’s participation in the Plan.  The Participant hereby understands that the
Company and its Subsidiaries and Affiliates hold (but only process or transfer
to the extent required or permitted by local law) the following personal
information about the Participant: the Participant’s name, home address and
telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Stock or
directorships held in the Company, details of all Performance Share Units or
any other entitlement to shares of Stock awarded, canceled, exercised, vested,
unvested or outstanding in the Participant’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”).  The Participant hereby understands that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, including Computershare Limited (located in the United States of America),
Mellon Investor Services (located in the United States of America), and Morgan
Stanley (located in the United States of America), that these recipients
may be located in the Participant’s country or elsewhere (including countries
outside of the European Union such as the United States of America), and that
the recipient’s country may have different 


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


12

















 


data privacy laws and
protections than the Participant’s country. 
The Participant hereby understands that the Participant may request a
list with the names and addresses of any potential recipients of the Data by
contacting the Participant’s local human resources representative.  The Participant authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom the
Participant may elect to deposit any shares acquired upon vesting of the
Performance Share Unit.  The Participant
hereby understands that Data will be held only as long as is necessary to
implement, administer and manage the Participant’s participation in the Plan
and in accordance with local law.  The
Participant hereby understands that the Participant may, at any time, view
Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Participant’s
local human resources representative. 
The Participant hereby understands, however, that refusing or
withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan.  For more
information on the consequences of the Participant’s refusal to consent or
withdrawal of consent, the Participant hereby understands that the Participant
may contact the Participant’s local human resources representative.


 


15.                                 Miscellaneous


 


(a)                                  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, personal legal representatives, successors,
trustees, administrators, distributees, devisees and legatees.  The Company shall assign to, and require, any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree in writing to perform this
Agreement.  Notwithstanding the
foregoing, this Agreement may not be assigned by the Participant.


 


(b)                                 The
Participant acknowledges that the Company intends for the information contained
in Sections 1(b) and 1(d) hereof to remain confidential.  Notwithstanding any other provision hereof,
the Participant’s entitlement to any award or payment hereunder is contingent
upon the Participant maintaining the confidentiality of the information
contained in Sections 1(b) and 1(d). 
The Participant agrees that he or she shall not disclose or cause the
disclosure of such information and shall hold such information confidential.


 


(c)                                  No
modification or waiver of any of the provisions of this Agreement shall be
effective unless in writing and signed by the party against whom it is sought
to be enforced; provided, however, that, notwithstanding any
other provision of this Agreement or the Plan to the contrary, the parties
shall in good faith amend this Agreement to the limited extent necessary to
comply with the requirements under Section 409A of the U.S. Internal
Revenue Code of 1986, as amended, in order to ensure that any amounts paid or
payable hereunder are not subject to the additional 20% income tax thereunder
while maintaining to the maximum extent practicable the original intent of this
Agreement.


 


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


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


13

















 


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


 


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


 


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


 


(h)                                 All
notices, consents, requests, approvals, instructions and other communications
provided for herein shall be in writing and validly given or made when
delivered, or on the second succeeding business day after being mailed by
registered or certified mail, whichever is earlier, to the persons entitled or
required to receive the same, at the addresses set forth at the heading of this
Agreement or to such other address as either party may designate by like
notice.  Notices to the Company shall be
addressed to its principal office, attention of the Company’s General Counsel.


 


(i)                                     The
Plan and this Agreement constitute the entire Agreement and understanding
between the parties with respect to the matters described herein and supersede
all prior and contemporaneous agreements and understandings, oral and written,
between the parties with respect to such subject matter.


 


(j)                                     This
Agreement shall be governed and construed and the legal relationships of the
parties determined in accordance with the laws of the state of Delaware without
reference to principles of conflict of laws.


 


(k)                                  The
Company represents and warrants that it is duly authorized by its Board and/or
the Committee (and by any other person or body whose authorization is required)
to enter into this Agreement, that there is no agreement or other legal
restriction which would prevent it from entering into, and carrying out its
obligations under, this Agreement, and that the officer signing this Agreement
is duly authorized and empowered to sign this Agreement on behalf of the
Company.


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


14

















 


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


 


PRICELINE.COM INCORPORATED


 


Jeffery Boyd

Chief Executive Officer


 


ACCEPTANCE OF AGREEMENT


 


The undersigned hereby (a) acknowledges receiving
a copy of the Plan, which has either been previously delivered or is provided
with this Agreement, and represents that he or she is familiar with and
understands all provisions of the Plan and this Agreement, (b) accepts the
Performance Share Units granted hereunder, and (c) explicitly consents to
the transfer of Data outside of the European Economic Area in accordance with
the terms set forth in Section 14 hereof.


 


	
  Date:

  	
   

  	
   

  	
  Participant:

  	
   

  	
   

  



 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


15

















 


Appendix A1


 


To determine the Cumulative Adjusted EBITDA and
Cumulative Adjusted Gross Bookings that must be used to calculate the
Applicable Vesting Factor for payments made pursuant to Section 3(d) of
the Agreement, the Adjusted EBITDA and the Adjusted Gross Bookings as of the
date on which the Participant’s Continuous Service terminates must be adjusted
as follows:


 


                                                The
Cumulative Adjusted EBITDA shall be the quotient of (i) the actual
Adjusted EBITDA through the end of the most recently completed month prior to
the Participant’s termination, divided by (ii) a fraction, the numerator
of which is the lesser of 36 and the number of full months completed since January 1,
2008 as of the Participant’s termination, and the denominator of which is 36.


 


                                                The
Cumulative Adjusted Gross Bookings shall be the quotient of (i) the actual
Adjusted Gross Bookings through the end of the most recently completed month
prior to the Participant’s termination, divided by (ii) a fraction, the
numerator of which is the lesser of 36 and the number of full months completed
since January 1, 2008 as of the Participant’s termination, and the
denominator of which is 36.


 


Appendix A2


 


To determine the Cumulative Adjusted EBITDA and
Cumulative Adjusted Gross Bookings that must be used to calculate the
Applicable Vesting Factor for payments made pursuant to Section 3(f) of
the Agreement, the Adjusted EBITDA and the Adjusted Gross Bookings as of the
Six-Month Date must be adjusted as follows:


 


                                                The
Cumulative Adjusted EBITDA shall be the quotient of (i) the actual Adjusted
EBITDA through the end of the most recently completed month prior to the
Six-Month Date, divided by (ii) a fraction, the numerator of which is the
lesser of 36 and the number of full months completed since January 1, 2008
as of the Six-Month Date, and the denominator of which is 36.


 


                                                The
Cumulative Adjusted Gross Bookings shall be the quotient of (i) the actual
Adjusted Gross Bookings through the end of the most recently completed month
prior to the Six-Month Date, divided by (ii) a fraction, the numerator of
which is the lesser of 36 and the number of full months completed since January 1,
2008 as of the Six-Month Date, and the denominator of which is 36.


 


Appendix A3


 


To determine the Cumulative Adjusted EBITDA and
Cumulative Adjusted Gross Bookings that must be used to calculate the
Applicable Vesting Factor for payments made pursuant to Section 3(h) of
the Agreement, the Adjusted EBITDA and the Adjusted Gross Bookings as of the
effective date of the Change in Control must be adjusted as follows:


 


                                                The
Cumulative Adjusted EBITDA shall be the quotient of (i) the actual
Adjusted EBITDA through the end of the most recently completed month prior to
the effective date 


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


16

















 


of the Change in Control, divided by (ii) a
fraction, the numerator of which is the lesser of 36 and the number of full
months completed since January 1, 2008 as of the effective date of the
Change in Control, and the denominator of which is 36.


 


The Cumulative Adjusted Gross Bookings shall be the
quotient of (i) the actual Adjusted Gross Bookings through the end of the
most recently completed month prior to the effective date of the Change in
Control, divided by (ii) a fraction, the numerator of which is the lesser
of 36 and the number of full months completed since January 1, 2008 as of
the effective date of the Change in Control, and the denominator of which is 36.


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


17

















 


EXAMPLES


 


[***]


 






[***] = CONFIDENTIAL TREATMENT REQUESTED FOR
REDACTED PORTION; REDACTED PORTION HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.


 


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