Exhibit
10.2


 


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, and Christopher Soder
(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 him until shares of Stock (as defined below), if any, are issued to
the Participant as described in this Agreement.


 


1.             Definitions


 


(a)           “Adjusted Domestic
EBITDA” shall mean priceline.com Incorporated’s domestic operating income
before interest, taxes, depreciation and amortization (including amortization
of acquisition related intangibles) determined in accordance with U.S. GAAP,
adjusted to exclude the impact of stock-based compensation expense.  The Committee shall have the authority to
make equitable adjustments to Adjusted Domestic EBITDA in recognition of
unusual or non-recurring events affecting the financial results of priceline.com
Incorporated, or  in response to changes
in 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 acquisition of a business or the disposition of a
business or a segment of a business, or related to a change in accounting
principles.  All adjustments made to
Adjusted Domestic EBITDA will be consistent with adjustments made to
priceline.com Incorporated’s publicly disclosed “pro forma” EBITDA, except for
those adjustments made in connection with an acquisition of a business or the
disposition of a business or a segment of a business, which, in the Committee’s
discretion, may not be consistent with adjustments made to priceline.com
Incorporated’s publicly disclosed “pro forma” EBITDA.


 


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


 


(c)           “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.


 






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


 

















 


(d)           “Code” shall mean the
U.S. Internal Revenue Code of 1986, as amended.


 


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


 


(f)            “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.


 


(g)           “Cumulative Adjusted
Domestic EBITDA” shall mean the Adjusted Domestic EBITDA during the Performance
Period, calculated on a cumulative basis, net of any losses.


 


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


 


(i)            “Disability” shall
mean that (i) the Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months or (ii) the
Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the Company.


 


(j)            “Good Reason” shall
mean (i) a material diminution in the Participant’s authority, duties or
responsibilities, (ii) relocation of the Company’s executive office in
Connecticut to a location more than thirty-five (35) miles from its current
location or more than thirty-five (35) miles further from the Participant’s
residence at the time of relocation, or (iii) any material breach of an
employment agreement, if any, that is in effect at any time between the
Participant and the Company.


 


Before a termination by a
Participant will constitute termination for Good Reason, the Participant must
give the Company a Notice of Good Reason within ninety (90) calendar days
following the occurrence of the event that constitutes Good Reason.  Failure to provide such Notice of Good Reason
within such 90-day period shall be conclusive proof that the Participant shall
not have Good Reason to terminate employment.


 


Good Reason shall exist
only if (A) the Employer fails to remedy the event or events constituting
Good Reason within thirty (30) calendar days after receipt of the Notice of
Good Reason from the Participant and (B) the Participant terminates his
employment within sixty (60) days after the end of the period set forth in
clause (A) above.  If the
Participant determines that Good Reason for termination exists and timely files
a Notice of Good Reason, such determination shall be presumed to be true and
the Company will have the burden of proving that Good Reason does not exist.


 


(k)           “Notice
of Good Reason” means a written notice by the Participant to the Company which
sets forth in reasonable detail the specific reason for a termination of


 






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


 


2

















 


employment for Good
Reason and the facts and circumstances claimed to provide a basis for such
termination and is provided to the Company in accordance with the terms set
forth in Section 1(j) hereof.


 


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


 


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


 


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


 


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


 


(p)           “Vesting Factor” means
the factor by which to multiply the Target Amount determined in accordance with
the following table:


 


	
  If
  the Cumulative Adjusted Domestic EBITDA

  for the Performance Period is:

  	
   

  	
  Then
  the Vesting Factor or Vesting

  Factor Range is:

  
	
  [***]

  	
   

  	
  0x

  
	
  [***]

  	
   

  	
  0x to 1x

  
	
  [***]

  	
   

  	
  1x

  
	
  [***]

  	
   

  	
  1x to 2x

  
	
  [***]

  	
   

  	
  2x

  



 


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.


 


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.  The “Applicable
Vesting Factor” shall be equal to either (i) the sole Vesting Factor that
corresponds to the actual Cumulative Adjusted Domestic EBITDA set forth in the
table in Section 1(p) above in the event there is no Vesting Factor
Range, or (ii) the sum of (A) the lowest Vesting Factor in the
applicable Vesting Factor Range that corresponds to the actual Cumulative
Adjusted Domestic EBITDA set forth in the table in Section 1(p) above,
plus (B) the ProRata Vesting Factor Increase.  The “ProRata Vesting Factor Increase” is the
quotient


 






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


 


3

















 


of (1) the excess of
the actual Cumulative Adjusted Domestic EBITDA over the lowest Cumulative
Adjusted Domestic EBITDA in the range of numbers in which the actual Cumulative
Adjusted Domestic EBITDA falls (set forth in the table in Section 1(p) above),
divided by (2) the result of a fraction, the numerator of which is the
difference between the lowest and highest Cumulative Adjusted Domestic EBITDA
in the range of numbers in which the actual Cumulative Adjusted Domestic EBITDA
falls (set forth in the table in Section 1(p) above), and the
denominator of which is the difference between the lowest and highest
applicable Vesting Factor in the applicable Vesting Factor Range (set forth in
the table in Section 1(p) above). 
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 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 Good Reason, death or Disability, then the Participant shall receive
no shares of Stock under this Agreement.


 


(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 Good Reason, 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.  Subject to Section 3(k), all shares of
Stock to be issued to the Participant under this Section 3(c), 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 is terminated 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.


 


(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 Good Reason, death or Disability,
then the Participant’s Performance Share Unit number shall be determined (or
that of the Participant’s designated beneficiary in the event of the
Participant’s death) in accordance with Exhibit 1, and the
Participant shall at the time of such termination be vested in a number of
shares of Stock determined by the product of (i) such Performance Share
Unit number, multiplied by (ii) a fraction, the numerator of which is the
lesser of 36 or the number of full months completed since January 1, 2008
as of the date of such termination, and the denominator of which is 36.  Subject to Section 3(k), all shares of
Stock to be issued to the Participant under this Section 3(d), 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 is terminated but in no event later than March 15
of the calendar year following the calendar year


 






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


 


4

















 


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 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.  Subject to Section 3(k),
all shares of Stock to be issued to the Participant under this Section 3(e),
if any, shall be issued to the Participant as soon as practicable after the
Six-Month Date but in no event later than March 15 of the calendar year
following the calendar year in which the Six-Month Date occurs; provided,
however, that if the Change in Control triggering the right to payment
under this Section 3(e) does not constitute a permitted distribution
event under Section 409A(a)(2) of the Code, then notwithstanding
anything in this Section 3(e) to the contrary, issuance of the shares
of Stock will be made, to the extent necessary to comply with Section 409A
of the Code, to the Participant on (or within 60 days after) the earlier of (i) the
Participant’s “separation from service” with the Company (determined in
accordance with Section 409A of the Code); (ii) the Determination
Date; or (iii) the Participant’s death.


 


(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’s Performance Share Unit number shall
be determined in accordance with Exhibit 1, and the Participant
shall, on such Six-Month Date, be vested in a number of shares of Stock
determined by the product of (i) such Performance Share Unit number,
multiplied 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
date of the Six-Month Date, and the denominator of which is 36.  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)(ii) 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 Good Reason, death or Disability, 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 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 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 (A) subject to Section 3(k),
as soon as practicable after the Participant’s Continuous Service is
terminated, or (B) as soon as practicable after the Determination Date,
but in either such case, in no event later than March 15, 2011, whichever
occurs earlier.  If the Participant
becomes entitled to any shares of Stock or cash under this Section 3(f),
he shall not be entitled to receive any shares of Stock under any other
subsection of this Section 3.


 






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


 


5

















 


(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 Good Reason, 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.  Subject
to Section 3(k), all shares of Stock to be issued to the Participant under
this Section 3(g), 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 is terminated
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.


 


(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 Good Reason, death or Disability, then the Participant’s Performance Share
Unit number (or that of the Participant’s designated beneficiary in the event
of the Participant’s death) shall be determined in accordance with Exhibit 1,
and the Participant shall be vested at the time of such termination in the sum
of (i) a number of shares of Stock determined by multiplying such
Performance Share Unit number by 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,
and (ii) 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(h)(i) of this paragraph.  Subject to Section 3(k), 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 is terminated 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.  If the Participant
becomes entitled to any shares of Stock under this Section 3(h), he 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 such event results from the acquisition of Company Voting
Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below);


 






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


 


6

















 


(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


 


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


 






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


 


7

















 


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(f)), 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)           Notwithstanding
anything in this Agreement to the contrary, if the Participant is a “specified
employee” (within the meaning of Section 409A of the Code) and the
issuance of the shares of Stock pursuant to Sections 3(c), 3(d), 3(g), or 3(h),
clause (i) of the proviso in Section 3(e), or clause (A) of the
next to last sentence of Section 3(f) is considered to be a “deferral
of compensation” (as such phrase is defined for purposes of Section 409A of
the Code), then the Participant’s date of issuance of the shares of Stock shall
be the date that is the first day of the seventh month after the date of the
Participant’s “separation from service” with the Company (determined in
accordance with Section 409A of the Code).


 


(l)            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).


 






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


 


8

















 


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.


 


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.


 






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


 


9

















 


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.


 


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 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,
the Company shall cause the Participant to be the record owner of any shares of
Stock to which the Participant becomes entitled to receive under this Agreement
in accordance with the payment terms described in Section 3.


 


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.


 






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


 


10

















 


12.           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 Section 1(p) and
Exhibit 1 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 Section 1(p) and Exhibit 1.  The Participant agrees that he 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.  To the extent applicable, it is intended that
this Agreement comply with the provisions of Section 409A of the Code, so
that the income inclusion provisions of Section 409A(a)(1) of the
Code do not apply to the Participant. 
This Agreement shall be administered in a manner consistent with this
intent.  References to Section 409A
of the Code will also include any regulations or any other formal guidance
promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service.


 


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


 


(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


 






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


 


11

















 


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.


 


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

  	
   

  



 






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


 


12

















 


Exhibit 1


 


The Performance Share Unit number shall be determined
in accordance with the following chart if, prior to January 1, 2011, the
Six-Month Date occurs or the Participant’s Continuous Service terminates.  If the Six-Month Date occurs or the
Participant’s Continuous Service terminates on or after January 1, 2011,
the Performance Share Unit number shall be determined in accordance with the
table in Section 1(p) hereof. 
Upon any date of determination before January 1, 2011 as set forth
in the Agreement, the Participant’s Performance Share Unit number shall be
determined as of the most recently completed fiscal quarter for the period
commencing January 1, 2008.  Such
Performance Share Unit number shall be equal to the product of (1) the
Target Amount, multiplied by either (2)(a) the sole Mid-Period Vesting
Factor under the column with the heading “Mid-Period Vesting Factor Ranges” in
the chart below corresponding to the actual Cumulative Adjusted Domestic EBITDA
per applicable quarter for which the determination is made or (b) the sum
of (i) the lowest Mid-Period Vesting Factor in the applicable Mid-Period
Vesting Factor Range corresponding to the actual Cumulative Adjusted Domestic
EBITDA per applicable quarter for which the determination is made, plus (ii) the
ProRata Mid-Period Vesting Factor Increase.


 


All amounts are in millions of U.S. dollars.


 


	
  Cumulative

  Adjusted

  Domestic

  EBITDA

  per

  specified

  quarter

  	
   

  	
  4th
  fiscal

  quarter

  completed

  since

  l/l/08

  	
   

  	
  5th
  fiscal

  quarter

  completed

  since

  1/l/08

  	
   

  	
  6th
  fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  7th
  fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  8th
  fiscal

  quarter

  completed

  since

  l/l/08

  	
   

  	
  9th
  fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  10th
  fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  11th
  fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  Mid-

  Period

  Vesting

  Factor

  Ranges

  (Earned

  shares as a

  factor of the

  Target

  Amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Equals Zero

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  greater than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Equals Zero to 1x

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  greater than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Equals 1x

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  greater than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Equals 1x to 2x

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  greater than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Equals 2x

  



 






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


 


13

















 


The “ProRata Mid-Period Vesting  Factor Increase” means the quotient of (1) the
excess of the actual Cumulative Adjusted Domestic EBITDA over the lowest
Cumulative Adjusted Domestic EBITDA within the specified range per the
applicable quarter for which the determination is made, divided by (2) the
result of a fraction, the numerator of which is the difference between the
lowest and highest Cumulative Adjusted Domestic EBITDA within such specified
range per the applicable quarter for which the determination is made, and the
denominator of which is the difference between the lowest and highest specified
Mid-Period Vesting Factor for such quarter.


 


EXAMPLES


 


[***]


 






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


 


14