Exhibit 10.1


 


priceline.com
Incorporated 1999 Omnibus Plan


 


RESTRICTED STOCK UNIT AGREEMENT – NON-U.S. PARTICIPANTS


 


THIS RESTRICTED STOCK
UNIT AGREEMENT (“Agreement”) is made as of the           
day of                  ,
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”).


 


W I T N E S S E T H:


 


Pursuant to terms of the
priceline.com Incorporated 1999 Omnibus Plan (the “Plan”), the Board of
Directors of the Company has authorized this Agreement.  The Participant has been granted on                                   
(the “Grant Date”) the number of restricted stock units (the “RSUs”)
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 RSUs comprising this award may be recorded in an unfunded RSU
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 RSU awarded to the Participant
until shares of Stock, if any, are issued to the Participant as described in
this Agreement.


 


1.             The
Grant


 


(a)           Subject
to the terms and conditions set forth herein, the Participant hereby is granted
                     
(          ) RSUs on the
Grant Date.


 


(b)           Subject
to Section 4 hereof, 86% of the RSUs granted under this Agreement (              
RSUs) shall vest on March 1, 2011 (the “First Vesting Date”) and the
remaining 14% of the RSUs (               
RSUs) shall vest on the third anniversary of the Grant Date (the “Second
Vesting Date”); provided that the Participant has been in Continuous Service
through each such date.  For avoidance of
doubt, subject to Section 4 hereof, the Participant shall become vested in
the RSUs only on the First Vesting Date and Second Vesting Date pursuant to
this Section 1(b).


 


(c)           Upon
satisfaction of the vesting requirement set forth in Section 1(b) and
as soon as administratively practicable following the First Vesting Date and
the Second Vesting Date, the Company shall issue the Participant one (1) share
of Stock free and clear of any restrictions for each vested RSU.


 


(d)           For
purposes of this Agreement, “Continuous Service” shall mean that the
Participant’s service with the Company or any Subsidiary or Affiliate whether
as an employee, director or consultant, is not interrupted or terminated.


 


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2.                                       No Dividend Equivalents


 


The Participant shall not be entitled to receive a
cash payment equal to any dividends and distributions paid with respect to any
share of Stock underlying each RSU granted under this Agreement that become
declared or payable prior to the vesting date.


 


3.                                       No Voting Rights


 


The Participant shall not be a stockholder of record
and shall have no voting rights with respect to shares of Stock underlying an
RSU prior to the Company’s issuance of such shares following the applicable
vesting date to the Participant.


 


4.                                       Effect of Termination of Continuous
Service; Change in Control


 


(a)           Subject to Sections 4(b), (c), (d),
and (e), upon the Participant’s termination of Continuous Service, any portion
of the RSUs granted under this Agreement that is not then vested shall be
immediately forfeited and canceled.


 


(b)           Notwithstanding Sections 1(b) or
4(a), upon the date of a termination of Continuous Service that occurs prior to
a Change in Control (i) by the Company other than for Cause or (ii) by
the Participant on account of death or Disability, if any portion of the RSUs
granted under this Agreement are not vested, the Participant (or the
Participant’s designated beneficiary in the event of the Participant’s death)
shall become vested in a ProRata Number of RSUs, and any remaining unvested
RSUs shall be immediately forfeited and canceled.


 


(c)           Notwithstanding Sections 1(b) or
4(a), in the event of a Change in Control, a Participant who was in Continuous
Service immediately prior to the Change in Control and who is in Continuous
Service on a date which is six (6) months after the Change in Control (the
“Six-Month Date”) shall become vested as of such date in a ProRata Number of
RSUs that are then not vested and, subject to Section 4(d), shall become
vested in the remaining unvested portion of such RSUs on the Second Vesting
Date, provided that, the Participant remains in Continuous Service through the
Second Vesting Date, and notwithstanding any other provision hereof, to the
extent that any RSUs (or fraction thereof) are exchanged for cash incident to
the Change in Control, the Participant shall, as of the date of the Change in
Control, be fully vested in such number of RSUs (or fraction thereof) exchanged
for cash.


 


(d)           Notwithstanding Sections 1(b) or
4(a), in the event that, on or after a Change in Control, a Participant’s
employment is terminated by the Company other than for Cause or by the
Participant on account of death or Disability, the Participant (or the
Participant’s designated beneficiary in the event of the Participant’s death)
shall be fully vested in any RSUs granted under this Agreement that remain
unvested as of the date of such termination.


 


(e)           A “ProRata Number of RSUs” means (i) if,
at the time of the applicable vesting date described in Section 4(b) or
4(c), the First Vesting Date has not yet occurred, a number of RSUs equal to
the number of RSUs granted under this Agreement, multiplied by a fraction, the
numerator of which is the number of fully completed months that have elapsed
during the period commencing on the Grant Date and ending on the date of
termination of Continuous Service or the Six-Month Date, whichever is
applicable pursuant to Section 4(b) or 4(c), and the 


 


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denominator of which is 36 and (ii) if the First
Vesting Date has occurred, a number of RSUs equal to the number of RSUs
scheduled to vest on the Second Vesting Date, multiplied by a fraction, the
numerator of which is the number of fully completed months that have elapsed
during the period commencing on the First Vesting Date and ending on the date
of termination of Continuous Service or the Six-Month Date, whichever is
applicable pursuant to Section 4(b) or 4(c), and the denominator of
which is 5; provided, however, that if the Change in Control
occurs so that the Six-Month Date falls after the Second Vesting Date, the
numerator shall be 5.


 


(f)            The determinations of partial
vesting upon a Change in Control and whether the Participant’s Continuous
Service is terminated by the Company other than for Cause shall be made by the
Committee, in its sole discretion.


 


(g)           For the purposes of Section 4,
the following terms shall have the following meanings:


 


                “Cause”
shall have the meaning set forth in (i) the Participant’s employment
agreement with the Company, if any, in force at the time of the Participant’s
termination of employment, and, if none, (ii) the Plan.


 


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


 


(h)           For purposes of calculations made
under this Section 4, 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).


 


5.                                       Nontransferability of Grant


 


Except as otherwise provided herein or in the Plan,
RSUs shall not 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 an RSU, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. 
Immediately upon any attempt to transfer such rights, such RSU, and all
of the rights related thereto, shall be forfeited by the Participant.


 


6.                                       Stock; Adjustment Upon Certain Events


 


(a)           Stock to be issued under this
Agreement 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 RSU granted hereunder shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or 


 


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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)           In the event of a Change in Control,
the consideration payable to other stockholders of the Company shall be
substituted for the stock issuable hereunder, provided that the vesting
requirements with respect to such RSUs pursuant to Sections 1 and 4 hereof
shall apply, except as otherwise provided in Section 4(c), and further
provided that if the acquiring entity does not agree to such restrictions upon
the substituted property, then such RSUs 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 shares of Stock underlying an RSU
shall be effective only at such time as counsel to the Company shall have
determined that the issuance and delivery of such shares are 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 vesting of an RSU.  The Participant
agrees that the Participant’s employer (the “Employer”) may, in its discretion,
(a) require the Participant to remit to the Employer on the date on which
an RSU vests cash in an amount sufficient to satisfy all applicable required
withholding taxes and contributions related to such vesting, (b) deduct
from his or her regular salary payroll cash, on a payroll date following the
date on which an RSU vests, in an amount sufficient to satisfy such
obligations, or (c) withhold sufficient shares of Stock that become
issuable to the Participant on the applicable vesting date to satisfy such
obligations.


 


10.                                 Data Privacy


 


The Participant explicitly and unambiguously consents
to the collection, use and transfer, in electronic or other form, of the
Participant’s personal data by and among, as applicable, the Company and its
Subsidiaries and Affiliates, namely priceline.com (located in the United States
of America), priceline.com International Limited (located in the United
Kingdom), Booking.com Ltd. (located in the United Kingdom), and Booking.com
B.V. (located in The Netherlands), for 


 


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the exclusive purpose of implementing, administering
and managing the Participant’s participation in the Plan.  The Participant hereby understands that the
Company and its Subsidiaries and Affiliates hold (but only process or transfer
to the extent required or permitted by local law) the following personal
information about the Participant: the Participant’s name, home address and
telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Stock or
directorships held in the Company, details of all RSUs or any other entitlement
to shares of Stock awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). 
The Participant hereby understands that Data may be transferred to any
third parties assisting in the implementation, administration and management of
the Plan, including Computershare Limited (located in the United States of
America), Mellon Investor Services (located in the United States of America),
and Morgan Stanley (located in the United States of America), that these recipients may be located in
the Participant’s country or elsewhere (including countries outside of the
European Union such as the United States of America), and that the recipient’s
country may have different data privacy laws and protections than the
Participant’s country.  The Participant
hereby understands that the Participant may request a list with the names and
addresses of any potential recipients of the Data by contacting the Participant’s
local human resources representative. 
The Participant authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the
Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom the Participant may elect to deposit any
shares acquired upon vesting of the RSUs. 
The Participant hereby understands that Data will be held only as long
as is necessary to implement, administer and manage the Participant’s
participation in the Plan and in accordance with local law.  The Participant hereby understands that the
Participant may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Participant’s local human resources representative.  The Participant hereby understands, however,
that refusing or withdrawing the Participant’s consent may affect the
Participant’s ability to participate in the Plan.  For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant
hereby understands that the Participant may contact the Participant’s local
human resources representative.


 


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 RSUs 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.


 


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12.           Electronic Delivery


 


The Company may, in its sole discretion, deliver any
documents related to this RSU 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.           Nature of Grant


 


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


 


14.           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)           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.


 


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


 


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(d)           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.


 


(e)           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.


 


(f)            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.


 


(g)           All notices, consents, requests,
approvals, instructions and other communications provided for herein shall be
validly given or made when delivered 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.


 


(h)           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.


 


(i)            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.


 


(j)            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.


 


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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’s Name]


 


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