Exhibit
10.3


 


[BAND
17]


 


PRICELINE.COM
INCORPORATED 1999 OMNIBUS PLAN


 


PERFORMANCE SHARE UNIT AGREEMENT

(AS AMENDED AND RESTATED EFFECTIVE               
    , 2008)


 


THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”),
which was originally entered into on the 5th day of March, 2007 (the “Grant
Date”) by and between priceline.com Incorporated, a Delaware corporation, with
its principal United States office at 800 Connecticut Avenue, Norwalk,
Connecticut 06854 (the “Company”), and                                   
(the “Participant”), is amended and restated effective               
    , 2008.


 


W I T
N E S S E T H:


 


WHEREAS, the
Company and Participant are currently parties to a Performance Share Unit
Agreement, dated March 5, 2007 (the “Prior Agreement”), pursuant to which Participant was granted the
number of performance share units (the “Performance Share Units”) set
forth below;


 


WHEREAS, the
Company and Participant desire to amend the Prior Agreement to account for the
effect of Section 409A of the Internal Revenue Code (“Section 409A”)
on the agreement; and


 


WHEREAS, the
Company and Participant desire to replace and supersede the Prior Agreement in
its entirety and enter into this Agreement,
effective as of               
    , 2008.


 


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


 


1.             Definitions.  Unless otherwise indicated, any capitalized
term used herein, but not defined herein, shall have the meaning ascribed to
such term in the priceline.com Incorporated 1999 Omnibus Plan, as amended (the “Plan”).


 


(a)           “Cause” shall mean (i) if
the Participant is employed pursuant to an employment agreement which defines “cause”
in such agreement, “cause” as defined in such agreement and (ii) if the
Participant is not described in (i) it shall mean “cause” as defined in
the Plan.


 


(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 six (6) months prior to 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.


 

















 


(d)           “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.


 


(e)           “Cumulative EPS Range”
shall have the meaning set forth in the schedules contained in Section 1(m) and
Appendix A.


 


(f)            “Determination Date”
shall mean March 5, 2010.


 


(g)           “Disability” shall have
the meaning given such term under the Plan.


 


(h)           “EPS” shall mean the
Company’s consolidated pro forma net income applicable to common stockholders
per diluted share as publicly disclosed annually or quarterly, as applicable,
in connection with the Company’s annual and quarterly earnings
announcements.  In the event the Company
changes the way EPS is calculated, EPS shall mean the publicly disclosed annual
non-GAAP financial measure which is intended to replace (or which is
substantially similar to) the EPS prior to such change.


 


(i)            “Good Reason” shall
have the meaning set forth in the Participant’s employment agreement, if any,
in force at the time of the Participant’s termination of employment, and, if
none, then no shares of Performance Share Unit granted under this Agreement
shall be vested on account of a termination of employment by the Participant
other than on account of death or Disability.


 


(j)            “Performance Period”
shall mean the period commencing on January 1, 2007 and ending on December 31,
2009.


 


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


 


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


 


(m)          “Vesting Percentage”
means the percentage determined in accordance with the following table,
provided that, notwithstanding any other provision hereof, in the event the EPS
for 2009 is less than $2.00, the Vesting Percentage shall be deemed to be zero:


 


	
  If the Cumulative EPS Range for the

  three-year period ending December

  31, 2009, is:

  	
   

  	
  Then the Vesting Percentage range is:

  
	
  Less than $8.00

  	
   

  	
  0%

  
	
   

  	
   

  	
   

  
	
  Between $8.00 and $8.88

  	
   

  	
  75% to 100%

  
	
   

  	
   

  	
   

  
	
  Between $8.88 and $10.89

  	
   

  	
  100% to 200%

  
	
   

  	
   

  	
   

  
	
  More than $10.49

  	
   

  	
  200%

  



 


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2.             The
Grant


 


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


 


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


 


(a)           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 number of Performance Share Units granted
hereunder by the Applicable Vesting Percentage. 
The Applicable Vesting Percentage shall be equal to the sum of the
lowest Vesting Percentage in the applicable Vesting Percentage Range set forth
in the schedule above, plus the ProRata Vesting Percentage Point Increase.  The “ProRata Vesting Percentage Point
Increase” is the quotient of (i) the excess of the actual Cumulative EPS
over the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided
by (ii) the result of a fraction, the numerator of which is the difference
between the lowest and highest Cumulative EPS within such applicable Cumulative
EPS Range, and the denominator of which is the difference between the lowest
and highest applicable Vesting Percentages in the applicable Vesting Percentage
Range.  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, 2010.  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)           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, as applicable, of Good Reason, death or Disability, then
the Participant shall receive no shares of Stock under this Agreement.


 


(c)           Subject to Section 3(e),
if, on or prior to December 31, 2007, the Participant’s Continuous Service
is terminated by the Company other than for Cause or by the Participant, as
applicable, on account of Good Reason, death or Disability, then the
Participant shall receive a number of shares of Stock equal to the number of
Performance Share Units granted hereunder, multiplied by a fraction, the
numerator of which is the number of full months completed since the date hereof
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) within 10 days 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)           Subject to Section 3(f),
if, after December 31, 2007, 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, as applicable, 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 Appendix
A, and the Participant shall at the time of such termination 


 


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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
number of full months completed since the date hereof 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) within 10 days 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(d),
he shall not be entitled to receive any shares of Stock under any other
subsection of this Section 3.


 


(e)           If there is a Change in
Control on or prior to December 31, 2007, 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 number
of Performance Share Units granted hereunder, multiplied by a fraction, the
numerator of which is the number of full months that have elapsed since the
date hereof 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(e),
if any, shall be issued to the Participant within 10 days 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
10 days after) the earliest 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)            If there is a Change
in Control after December 31, 2007, 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 (or
that of the Participant’s designated beneficiary in the event of the
Participant’s death) in accordance with Appendix A, 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 number of
full months completed since the date hereof as of the date of such termination,
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 number of
Performance Share Units granted hereunder, 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 employment
is terminated prior to the Determination Date by the Company other than for
Cause or by the Participant, as applicable, on account of Good Reason, death or
Disability, the Participant shall be vested in a number of shares of Stock
equal to the number of Remaining Performance Share Units, multiplied by a
fraction, the numerator of which is the number of full months that have elapsed
for 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 for the
period commencing on the Six-Month Date and ending on the Determination
Date.  Notwithstanding any provision
hereof, to the extent 


 


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that cash is substituted
for all or part of any Performance Share Unit incident to the Change in
Control, then each such Performance Share Unit shall to that extent be
immediately vested upon the Change in Control. 
All shares of Stock (or any cash substituted therefore) 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), within 10 days after the
Participant’s Continuous Service is terminated, or (B) within 10 days
after the Determination Date, but in either such case, no later than March 15,
2010, 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.


 


(g)           If there is a Change in
Control on or prior to December 31, 2007, and the Participant’s Continuous
Service is terminated by the Company other than for Cause or by the
Participant, as applicable, on account of Good Reason, death or Disability
during the Change in Control Period, then the Participant shall receive a
number of shares of Stock equal to the number of Performance Share Units
granted hereunder, multiplied by a fraction, the numerator of which is the
number of full months completed since the date hereof 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, as
a result of the termination of the Participant’s Continuous Service that occurs
during the six-month period prior to the effective date of the Change in
Control shall be issued to the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) within 10 days after the
effective date of the Change in Control but in no event later than March 15
of the calendar year following the calendar year in which the Change in Control
occurs; provided, however, that if the Change in Control
triggering the right to payment under this Section 3(g) does not
constitute a permitted distribution event under Section 409A(a)(2) of
the Code, then notwithstanding anything in this Section 3(g) 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
10 days after) the earlier of (i) the Determination Date or (ii) the
Participant’s death.  Notwithstanding
anything herein to the contrary, subject to Section 3(k), all shares of
Stock to be issued to the Participant under this Section 3(g), if any, as
a result of the termination of the Participant’s Continuous Service that occurs
during the six-month period following the effective date of the Change in
Control shall be issued to the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) within 10 days 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)           If there is a Change in
Control after December 31, 2007, 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, as
applicable, on account of Good Reason, death or Disability, then the
Participant’s Performance Share Unit number shall be determined in accordance
with Appendix A, 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 number of full months completed since the date hereof 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 number of Performance
Share Units granted hereunder, multiplied by the fraction resulting from one (1) minus
the fraction set forth in Section 3(h)(i) of this paragraph.  Subject to Section 


 


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3(k) all shares of
Stock to be issued to the Participant under this Section 3(h), if any, as
a result of the Participant’s termination of Continuous Service during the
six-month period prior to the effective date of the Change in Control shall be
issued to the Participant (or the Participant’s designated beneficiary in the
event of the Participant’s death) within 10 days of the effective date of the
Change in Control, but in no event later than March 15 of the calendar
year following the calendar year in which the effective date of the Change in
Control occurs; provided, however, that if the Change in Control
triggering the right to payment under this Section 3(h) does not
constitute a permitted distribution event under Section 409A(a)(2) of
the Code, then notwithstanding anything in this Section 3(h) 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
10 days after) the earlier of (i) the Determination Date or (ii) the
Participant’s death.  Notwithstanding
anything herein to the contrary, subject to Section 3(k), all shares of Stock
to be issued to the Participant under this Section 3(h), if any, as a
result of the Participant’s termination of Continuous Service after the
effective date of the Change in Control shall be issued to the Participant (or
the Participant’s designated beneficiary in the event of the Participant’s
death) within 10 days 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);


 


(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 


 


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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.


 


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, 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(i)(i), for purposes of Section 1(b)), the
following terms shall have the following meanings:


 


(i)            “Affiliate” shall mean an affiliate of
the Company, as defined in Rule 12b-2 promulgated under Section 12 of
the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);


 


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


 


(iii)          “Person” shall have the meaning set forth in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (1) the Company or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities under an
employee benefit plan (or related trust) sponsored or maintained by the Company
or any of its subsidiaries, (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, (4) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of shares of Common Stock
or (5) the 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).


 


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 


 


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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)           In the event of a Change in Control, the
consideration payable to other shareholders of the Company shall be substituted
for the Stock issuable hereunder.  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.


 


7.             Determinations


 


Each determination, interpretation or other
action 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 U.S. federal, state or local taxes of any kind required by law to be
withheld with respect to the delivery of any shares of Stock under this
Agreement.  The Company shall withhold from the total number of shares of Stock the
Participant is to receive on a settlement date a number of shares that has a
total value equal to the amount necessary to satisfy any and all such
withholding tax obligations.  The
value of any fraction of retained shares not necessary for required withholding
shall be applied to the Participant’s federal income tax withholding by the
Company generally.  Instead of
withholding shares as described above, the Company 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, or (b) deduct from his regular
salary payroll cash, on a payroll date 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. 
The option described in clause (b) of the preceding sentence shall
not be available if the Participant is an
officer subject to Section 16 of the Exchange Act as amended and/or Rule 144 promulgated under the
Securities Act of 1933 as amended.


 


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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.


 


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.


 


13.           Miscellaneous


 


(a)           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, if any, are issued to the Participant as described
in this Agreement.


 


(b)           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.


 


(c)           The Participant
acknowledges that the Company intends for the information contained in Section 1(m) and
Appendix A 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(m) and Appendix A.  The Participant agrees that he or she shall
not disclose or cause the disclosure of such information and shall hold such
information confidential.


 


2

















 


(d)           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.


 


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


 


(f)            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.


 


(g)           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.


 


(h)           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.


 


(i)            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.


 


(j)            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, including the Prior Agreement.


 


(k)           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.


 


(l)            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.


 


2

















 


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


 


PARTICIPANT


 

















 


Appendix A


 


The Performance Share Unit number shall be determined
in accordance with the following chart. 
Upon any date of determination 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,
2007.  Such Performance Share Unit number
shall be equal to the product of (1) the number of Performance Share Units
granted hereunder, multiplied by (2) the sum of (a) the lowest
Percentage of Target in the applicable Percentage of Target Range, plus (b) the
ProRata Target Percentage Point Increase.


 


	
  Cumulative

  EPS Ranges

  per specified

  quarter

  	
   

  	
  4th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  5th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  6th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  7th fiscal

  quarter

  completed 

  since 1/1/07

  	
   

  	
  8th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  9th fiscal quarter

  completed since

  1/1/07

  	
   

  	
  10th fiscal

  quarter

  completed

  since 1/1/07

  	
   

  	
  11th fiscal

  quarter

  completed

  since 1/1/07

  	
   

  	
  Percentage of Target

  ranges (Earned Shares

  as% of Target)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than

  	
   

  	
  $

  	
  2.50

  	
   

  	
  $

  	
  2.90

  	
   

  	
  $

  	
  3.69

  	
   

  	
  $

  	
  4.36

  	
   

  	
  $

  	
  5.03

  	
   

  	
  $

  	
  5.77

  	
   

  	
  $

  	
  6.51

  	
   

  	
  $

  	
  7.25

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Between

  	
   

  	
  2.50 and 2.75

  	
   

  	
  2.90 and 3.15

  	
   

  	
  3.69 and 4.10

  	
   

  	
  4.36 and 4.84

  	
   

  	
  5.03 and 5.59

  	
   

  	
  5.77 and 6.41

  	
   

  	
  6.51 and 7.23

  	
   

  	
  7.25 and 8.05

  	
   

  	
  75% to 100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (pro rata)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Between

  	
   

  	
  2.75 and 3.50

  	
   

  	
  3.15 and 3.90

  	
   

  	
  4.10 and 5.10

  	
   

  	
  4.84 and 6.01

  	
   

  	
  5.59 and 6.93

  	
   

  	
  6.41 and 7.92

  	
   

  	
  7.23 and 8.91

  	
   

  	
  8.05 and 9.89

  	
   

  	
  100% to 200%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (pro rata)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  More than

  	
   

  	
  3.50

  	
   

  	
  3.90

  	
   

  	
  5.1

  	
   

  	
  6.01

  	
   

  	
  6.93

  	
   

  	
  7.92

  	
   

  	
  8.91

  	
   

  	
  9.89

  	
   

  	
  200%

  	
   

  
																												



 


The “ProRata Percentage Point Increase” means the
quotient of (1) the increase in the Cumulative EPS 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 ESP 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 Percentage
of Target for such quarter.