Exhibit 10.1


 


SEPARATION AGREEMENT


 


This Separation
Agreement (this “Agreement”), dated as of                   ,
2008 (the “Effective Date”), is entered into by and between Booking.com
B.V., a private limited liability company (‘besloten vennootschap met beperkte
aansprakelyheid’), having its registered office at Weteringschans 28, 1017 SG
Amsterdam, The Netherlands (the “Company”), and Stoffer Anko Norden,
residing at Broekmaatweg 110, 7548 RV Enschede (“Executive”).


 


RECITALS


 


WHEREAS, Executive is currently
the Managing Director of the Company;


 


WHEREAS, the Company and
Executive are parties to an Employment Contract, dated as of July 14, 2005
(the “Employment Contract”), attached hereto as Exhibit A;


 


WHEREAS, Executive has
voluntarily resigned from his position as the Managing Director of the Company,
effective as of the Effective Date; and


 


WHEREAS, in conjunction with
Executive’s termination of his employment, the Company and Executive desire to
enter into an agreement setting forth the following terms and conditions.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the
parties agree as follows:


 


1.             Termination of Employment.  The effective date of Executive’s voluntary
termination of employment is September 1, 2008.  Executive recognizes that he will be removed
from the Company’s payroll and that his employment relationship with the
Company will be terminated for all purposes on the Effective Date.  Further, Executive hereby resigns all other
positions and offices, if any, that he holds with the Company or any entity
that is a subsidiary of, or is otherwise related to or affiliated with, the
Company and ceases to serve as a director of the Company and any of its
affiliates, excluding priceline.com International Limited, as of the same date.


 


2.             Effect of
Termination.  As of the Effective
Date, Executive shall cease to have any rights to salary, expense
reimbursements or other benefits to which Executive was entitled under the
Employment Contract, except that Executive shall be entitled to (a) any
base salary which has accrued but is unpaid as of the Effective Date, (b) any
reimbursable expenses which have been incurred but are unpaid as of the
Effective Date, (c) subject to the sole discretion of the Compensation Committee
of priceline.com’s Board of Directors, a pro-rata bonus for the 2008 fiscal
year, payable in accordance with the terms of the Company’s 2008 bonus plan,
and (d) any unexpired vacation days which have accrued under the Company’s
vacation policy but are unused, as of the Effective Date.  In addition, Executive acknowledges and
agrees that the unvested portions of all equity awards granted to him pursuant
to the award agreements listed on Exhibit B and as summarized on Exhibit B
shall be forfeited as of the Effective Date. 
Notwithstanding the foregoing, any nonqualified stock options that have
vested, 


 

















 


but have not
been exercised as of the Effective Date, will continue to be exercisable for
ninety (90) days following the Effective Date pursuant to the terms of the
applicable stock option agreement.


 


3.             Affirmation
of Non-Competition, Confidentiality and Non-Solicitation Obligations.  In executing this Agreement, Executive hereby
reaffirms his non-competition, confidentiality, non-solicitation and other
obligations set forth in Sections 12 and 13 of the Employment Contract, which
shall continue in full force and effect (including any definitions applicable
thereto defined elsewhere in the Employment Contract); provided  however
that Executive and the Company hereby agree that Section 13.1 of the
Employment Contract is hereby amended by deleting the phrase “For a period of
12 months after termination,” where it appears therein and replacing it with the
phrase “For a period of 12 months after the date on which Employee ceases to be
a member of the Board of Directors of priceline.com International Limited,”.


 


4.             Assignment.  This Agreement shall inure to the benefit of,
and shall be binding upon, the Company and its successors and assigns.


 


5.             Modifications.  No change or modification of this Agreement
shall be valid unless it is in writing specifically referencing this Agreement
and signed by all the parties hereto.  No
waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the party against whom it is sought to be enforced.


 


6.             Entire
Agreement.  Except as set forth
herein, this Agreement embodies the complete agreement and understanding
between the parties with respect to the subject matter hereof and effective as
of this date supersedes and preempts any prior understandings, agreements or
representations by or between the parties, written or oral (including, without
limitation, the Employment Contract), which may have related to the subject
matter hereof in any way.


 


7.             Survival.  Subject to any limits on applicability contained
therein, Paragraph 5 hereof shall survive and continue in full force in
accordance with its terms.


 


8.             Severability.  If any provision of this Agreement or the
application thereof to any party hereto or circumstance is adjudged or ruled to
be invalid or unenforceable, the remaining provisions of this Agreement and the
application thereof will be unaffected.


 


9.             Governing
Law.  This Agreement shall in all
respects be interpreted, construed and governed by and in accordance with the
internal substantive laws of The Netherlands.


 


10.           Headings.  The headings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of this Agreement.


 


11.           Counterparts.  This Agreement may be executed in two or more
counterparts, including via facsimile transmission, each of which shall be
deemed an original and all of which, taken together, shall constitute one and the
same instrument.


 


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


 


	
   

  	
  BOOKING.COM B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOFFER ANKO NORDEN,

  
	
   

  	
  in his individual capacity

  



 


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Exhibit A


 


Employment Contract


 


5

















 


Exhibit A


 


EMPLOYMENT CONTRACT


 


The undersigned:


 


BOOKINGS EUROPE B.V., a private limited
liability company (‘besloten vennootschap met beperkte aansprakelyheid’),
having its registered office at Weteringschans 28,1017 SG Amsterdam, the
Netherlands (‘Bookings’), duly represented by
C.P.H.M. Koolen;


 


and


 


Stoffer Anko Norden, residing at Broekmaatweg 110, 7548 RV Enschede, (‘Employee’);


 


Whereas:


 


·      Employee
has been employed by Bookings as of August 1st 2003.


·      Bookings
has recently been acquired by a subsidiary of US based Priceline.com
Incorporated.


·      Employee
agrees to continue employment with Bookings, subject to the terms and
conditions set forth herein.


 


Hereby agrees as follows:


 


1.         Commencement, Term and
Notice


 


1.1.      This employment contract is
a continuation of the employment contract referred to in the first  recital and is entered into for an indefinite period of
time.


 


1.2.      The employment contract may
be terminated by either party with due observance of the statutory notice
period. Notice may be given in writing only.


 


1.3.      The employment contract will
end in any event without notice being required at the end of the month in which
Employee reaches the age of 65.


 


2.         Change of Employment
Terms


 


2.1.      Bookings may unilaterally
amend the employment terms in this contract if it has a weighty reason to do so
and provided Employee’s interests, insofar as they are harmed by such change,
must yield thereto in accordance with the principle of reasonableness and
fairness.


 

















 


3.         Employee Manual


 


3.1.      Employee acknowledges
receipt of Bookings’ Employee Manual, the provisions of which form an integral
part of this employment contract.


 


4.         Position


 


4.1.      Employee will hold the
position of Managing Director and reports to Andy Phillipps.


 


4.2.      Employee may be assigned to
work for a Bookings affiliate and covenants that Employee, to the extent
reasonable, will also perform duties other than those considered Employee’s
usual duties.


 


5.         Working Hours and Work
Place


 


5.1.      The usual workweek is a 5
days, 40 hours week.


 


5.2.      Employee covenants that, at
Bookings’ request, Employee will work overtime whenever a proper performance of
Employee’s so requires. Overtime is not paid or otherwise compensated for.


 


6.         Salary


 


6.1.      Employee will receive a
gross monthly base salary of EUR 14.818,67 on the basis of a 40 hours workweek.


 


6.2.      Employee will be entitled to
an annual holiday allowance of 8% of the gross annual base salary, payable in May each
year. If Employee was employed during only a part of the calendar year, the
holiday allowance will be reduced pro rata.


 


6.3.      Employee’s participation in
Bookings’ bonus plans, as applicable from time to time, and any grant of
bonuses thereunder is entirely at Bookings’ discretion.  The grant of a bonus in any given year or
during several years shall not create a precedent for any subsequent years.


 


7.         Expenses


 


7.1.      Bookings will reimburse
Employee’s reasonable expenses directly related to the performance of Employee’s
work, provided such reimbursement may be made tax and social security premium
free and provided itemised expense statements and original receipts are
submitted in accordance with company policy.


 


8.         Travel Expenses


 


8.1.      Travel expenses for
commuting will be reimbursed in accordance with applicable tax rules up to
an amount of EUR 0.18 per kilometre along the most customary route, subject to
a maximum of EUR 135 per month (applicable rates in 2005).


 


8.2.      Bookings is entitled to
unilaterally change the allowance under Article 8.1 in the event of an
adjustment thereof under tax law.


 


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9.         Pension


 


9.1.      For the duration of the
employment contract, Employee will be entitled to participate in Bookings’
pension plan, if and as soon as Employee meets the relevant requirements. If
and insofar as tax law and/or pension law are amended, Bookings will be entitled
to unilaterally adapt the pension plan to bring it into compliance with such
amendments.


 


10.       Holidays


 


10.1.    Employee will be entitled to
26 days’ holiday each calendar year. If Employee performed work during only a
part of the year, the number of days’ holiday will be reduced pro rata.


 


10.2.    Days’ holidays are set by
Bookings after consultation with Employee.


 


10.3.    Days’ holiday must be taken as
much as possible in the year in which they are accrued. A maximum of five days
may be carried forward to the next year.


 


11.       Illness or Other Incapacity
to Work


 


11.1.    If Employee is unable to
perform work due to illness or any other medical incapacity, Employee is
obliged to inform Bookings thereof before 9arn on the first day of illness or
incapacity, stating the reasons, the expected period of such illness or
incapacity and the address at which Employee may be reached during that period.
As soon as work can be resumed, Employee will inform Bookings thereof
immediately.


 


11.2.    If Employee is unable to perform
work due to illness or other medical incapacity, Employee will remain entitled
to continued payment of 70% of Employee’s most recent gross base salary, but in
no case less than the statutory minimum wage, for a maximum period of 104 weeks
commencing on the first day of illness or incapacity.


 


11.3.    Periods in which Employee is
unable to perform work due to illness or other medical incapacity will be
aggregated if they follow one another at intervals of less than four weeks.


 


11.4.    Employee is not entitled to
continued payment under the circumstances set out in article 7:629 Dutch Civil
Code.


 


11.5.    Employee’s salary during
illness or other medical capacity will be reduced by financial benefits that
Employee receives under any contractual or statutory insurance and any other
income earned by Employee.


 


11.6.    If Employee’s illness or other
incapacity to work ensues from an event for which a third party is liable,
Employee shall provide Bookings with all relevant information and do everything
in Employee’s power to enable Bookings to exercise its right of recourse
pursuant to Article 6:107a Dutch Civil Code.


 


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12.       Confidentiality


 


12.1.    Neither during the term of the
employment contract nor upon termination thereof, may Employee inform any third
party in any form, directly or indirectly, of any particulars concerning or
related to the business conducted by Bookings or its affiliated companies,
regardless of whether such information includes any reference to its
confidential nature or ownership and regardless of how Employee learned of the
particulars.


 


12.2.    Notwithstanding the provisions
of Article 7:650(3), (4) and (5) Dutch Civil Code, if Employee
violates Article 12.1, Employee will forfeit to Bookings an immediately
due and payable penalty of EUR 2,500 for each violation, as well as a penalty
of EUR 500 for each day the violation continues, without prejudice to Bookings’
right to claim full compensation instead of such penalties.


 


13.       Non Competition


 


13.1.    For a period of 12 months
after termination, Employee may not, without Bookings’ prior written consent


 


(i)         engage in any activities
that in any way, directly or indirectly, compete with Bookings or its
affiliates, including, without limitation, the research into, development or
provision of any online or call centre accommodation booking or reservation
services, nor establish, conduct (alone or with others) or cause the conduct of
any competing business, nor take any interest in or be employed in any way whatsoever
by such business, whether or not for consideration;


 


(ii)        directly or indirectly
induce employees of Bookings or its affiliates to terminate their employment
contracts with Bookings or its affiliates;


 


(iii)       directly or indirectly,
solicit, assist in soliciting, accept or facilitate the acceptance of the
custom or business of firms that or individuals who were clients, customers or
other business relations of Bookings or its affiliates at the time of
termination, or at any time during the 2 year period preceding termination;


 


(iv)       in relation to any contract
or arrangement which Bookings or it affiliates have with any supplier for the
supply of goods and services, for the duration of such contract or arrangement,
directly or indirectly, interfere with the supply of such goods or services
from any supplier, nor, directly or indirectly, induce any supplier to cease or
decline to supply such goods or services to Bookings.


 


13.2.    Notwithstanding the provisions
of Article 7:650(3), (4) and (5) Dutch Civil Code, if Employee
violates Article 13.1, Employee will forfeit to Bookings an immediately
due and payable penalty of EUR 2,500 for each violation, as well as a penalty
of EUR 500 for each day the violation continues, without prejudice to Bookings’
right to claim full compensation instead of such penalties.


 


13.3.    Upon each breach of Article 13.1,
the period referred to therein will be extended by the duration of such breach.


 


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14.       Sidelines


 


14.1.    Without Bookings’ prior
written consent, Employee will not perform any other work for pay during
Employee’s employment term, nor will Employee, alone or with others, directly
or indirectly, establish or conduct a business that is competitive with
Bookings’ business, whatever its form, or take any financial interest in or
perform work for such business, whether or not for consideration.


 


14.2.    During the term of the
employment contract, Employee must refrain from undertaking or holding any
sidelines or additional posts, such as committee work, managerial or other
activities for organisations of an idealistic, cultural, sporting, political or
other nature, whether or not for consideration, without Bookings’ prior written
consent.


 


15.       Return of Property


 


15.1.    Upon termination of the
employment contract, Employee shall immediately return to Bookings all property
belonging to Bookings, including materials, documents and information copied in
any form whatsoever.


 


16.       Intellectual and Industrial
Property Rights


 


16.1.    All intellectual property
rights, including but not limited to patent rights, design rights, copyrights
and neighbouring rights, database rights, trademark rights, chip rights, trade
name rights and know how, ensuing, during or after this employment contract, in
the Netherlands or abroad, from the work performed by Employee under this
employment contract (collectively: ‘Intellectual Property
Rights’) will exclusively vest in Bookings.


 


16.2.    Insofar as any Intellectual
Property Rights are not vested in Bookings by operation of law, Employee
covenants that Employee, at first request of Bookings, will transfer to
Bookings and, insofar as possible, hereby transfers those rights to Bookings,
which transfer is hereby accepted by Bookings.


 


16.3.    Insofar as any Intellectual
Property Rights are not capable of being transferred from Employee to Bookings,
Employee hereby grants Bookings the exclusive, royalty free, worldwide,
perpetual right, with the right to grant sublicenses, to use the Intellectual
Property Rights in the broadest way, which right is hereby accepted by
Bookings.


 


16.4.    Insofar as any personal rights
vest in Employee, and insofar as permitted by law, Employee hereby waives all
of Employee’s personal rights, including, without limitation, the right to have
one’s name stated pursuant to the Dutch Copyright Act 1912 (‘Auteurswet 1912’).


 


16.5.    Employee shall promptly
disclose all works, inventions, information, Intellectual Property Rights and
other results from the work performed by Employee under this employment
contract to Bookings.


 


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16.6.    Employee shall upon Bookings’
request, during or after this employment contract, perform all acts that may be
necessary in order to record the Intellectual Property Rights in the name of
Bookings with any competent authority in the world. Reasonable costs thereof
will be borne by Bookings.


 


16.7.    In case Employee, for any
reason, is unable to provide the cooperation in accordance with article 16.2
and 16.6, Employee hereby grants Bookings irrevocable power of attorney to
represent Employee with respect to the assignment and registration of
Intellectual Property Rights referred to in article 16.2 and 16.6.


 


16.8.    Employee acknowledges that
Employee’s salary includes reasonable compensation for the loss of intellectual
and industrial property rights.


 


17.       Applicable Law


 


17.1.    This employment contract and
its annexes shall be governed by the laws of the Netherlands.


 


 


Drawn up in duplicate originals and signed in                           
on                       2005


 


 


	
   

  	
   

  	
   

  
	
  Bookings BV

  	
  [employee]

  
	
  [Name]

  	
   

  
	
  [Position]

  	
   

  



 


6

















 


Exhibit B


 


Award Agreements


 


Nonqualified Stock Option Agreement between the Company and Executive,
dated July 14, 2005.


 


Nonqualified Stock Option Agreement between the Company and Executive,
dated November 8 2005.


 


Restricted Stock Unit Agreement between the Company and Executive,
dated November 8, 2005.


 


Restricted Stock Unit Agreement between the Company and Executive,
dated March 5, 2007.


 


Performance Share Unit Agreement between the Company and Executive,
dated December 1, 2007.


 


Performance Share Unit Agreement between the Company and Executive,
dated March 5, 2008.


 


Summary of Awards


 


	
  Award Type

  	
   

  	
  Date of Grant

  	
   

  	
  Unvested Portion of

  Award as of the Effective

  Date

  (Unvested Portion of

  Award is Forfeited as of

  the Effective Date)

  	
   

  
	
  Nonqualified
  Stock Option

  	
   

  	
  July 14, 2005

  	
   

  	
  0 Options

  	
   

  
	
  Nonqualified
  Stock Option

  	
   

  	
  November 8, 2005

  	
   

  	
  3,334 Options

  	
   

  
	
  Restricted
  Stock Units

  	
   

  	
  November 8, 2005

  	
   

  	
  3,333 RSUs

  	
   

  
	
  Restricted
  Stock Units

  	
   

  	
  March 5, 2007

  	
   

  	
  9,000 RSUs

  	
   

  
	
  Performance
  Share Units

  	
   

  	
  December 1, 2007

  	
   

  	
  25,000 PSUs

  	
   

  
	
  Performance
  Share Units

  	
   

  	
  March 5, 2008

  	
   

  	
  6,108 PSUs

  	
   

  



 


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