Exhibit 10.3


 


PART-TIME EMPLOYMENT AND TRANSITION AGREEMENT


 


PART-TIME EMPLOYMENT AND
TRANSITION AGREEMENT (the “Agreement”),
dated as of October 19, 2005 (the “Effective Date”),
by and between priceline.com Incorporated, a Delaware corporation, with its principal
office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and Thomas P. D’Angelo (“Executive”).


 


W I  T  N  E
S  S  E  T  H:


 


WHEREAS, Executive has been employed as the
Controller and Chief Accounting Officer of the Company; and


 


WHEREAS, the parties desire and agree to enter into
this Agreement to facilitate a smooth transition of Executive’s
responsibilities;


 


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.                                       Duration of  Part-Time Employment Relationship.  On
and after December 15, 2005, the Company agrees to employ Executive on a
part-time basis through March 31, 2006 (the “Part-Time
Employment Period”).  In this
capacity, Executive shall continue to report to the Chief Financial Officer of
the Company.


 


2.                                       Obligations.  During the Part-Time
Employment Period, Executive shall devote up to ten (10) hours per week to
the Company’s business.  In providing
services pursuant to this Agreement, Executive agrees to act on a timely basis
and to use his good faith efforts to perform those services professionally and
diligently.  Executive may perform
services from home.


 


3.                                       Base Salary. During the Part-Time Employment Period, the Company shall pay
Executive a base salary of $35,000.  Base
salary shall be payable in accordance with the usual payroll practices of the
Company.  In addition, Executive shall be
paid $120.00 for each hour of work he does on the Company’s behalf during the
Part-Time Employment Period that is in excess of the ten (10) hour
commitment per week set forth in Section 3 above, provided,
that the nature of the additional work and the additional time are pre-approved
in writing by the Company’s Chief Financial Officer.


 


4.                                       2005 Bonus.  Executive shall be eligible to receive a
bonus for services performed during 2005 as if he had been a full-time employee
of the Company for all of 2005; provided, however,
the amount of the bonus, if any, shall be subject to the complete discretion of
the Compensation Committee of the Company’s Board of Directors.  Any bonus payment shall be paid to Executive
by March 31, 2005.


 


(a)                                  Long Term
Compensation.  During the Part-Time
Employment Period, any stock options or restricted stock held by Executive
shall continue to vest in accordance with their terms.  In accordance with the terms of priceline.com’s
1999 Omnibus Plan, any stock options that are
exercisable on March 31, 2006 (the “Separation Date”)
shall remain exercisable until the date that is 90 days after such Separation Date,
on which date they shall expire.  Any
stock options scheduled to vest after the Separation Date shall not be
exercisable, and shall expire at the close of business on such date.  Executive specifically acknowledges,
understands and agrees that he is not
entitled to receive, and hereby gives up any right to, the future issuance of
any priceline.com Incorporated equity, including, without limitation, stock
options or restricted stock.


 


(b)                                 Employee Benefits.  The
Company shall continue Executive’s medical and dental insurance coverage during
the Part-Time Employment Period, at the same level as he would have received had


 





















 


he been employed by the Company as a full-time
employee during the Part-Time Employment Period, provided that Executive makes
the periodic benefit payments required of other employees of the Company.


 


5.                                       Company Policies. 
Executive agrees that during the Part-Time Employment Period, he shall
continue to abide by all of the Company policies in existence on the Effective
Date and shall not work for or on behalf of any of the following companies or
their successors:  (i) any travel
businesses of InterActive Corporation; (ii) Expedia, Hotels.com &
Hotwire; (iii) Sabre Group and Travelocity; (iv) any companies or
divisions owned or controlled by Cendant’s Travel Distribution Services (a
subsidiary of Cendant Corporation) including, without limitation,  Orbitz, CheapTickets, Lodging.com, the Neat
Group  and Galileo.


 


6.                                       Section 409(A) of the Internal
Revenue Code of 1986.  Notwithstanding any other provision contained
in this Agreement to the contrary, the parties shall, in good faith, take
any and all reasonable actions necessary to amend this Agreement to
the extent necessary to comply with the requirements under Section 409A
of the Internal Revenue Code of 1986, as amended, in order to ensure that any
amounts paid or payable hereunder are not subject to any additional income
taxes thereunder while maintaining to the maximum extent practicable the
original intent of this Agreement.


 


7.                                       Miscellaneous.


 


(a)                                  Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Connecticut without reference to principles of conflict of laws.


 


(b)                                 Entire Agreement/Amendments.  This
Agreement and the instruments contemplated herein, contain the entire
understanding of the parties with respect to the employment of Executive by the
Company and supersedes any prior agreements between the Company and
Executive.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein and therein.  This Agreement may
not be altered, modified, or amended except by written instrument signed by the
parties hereto.


 


(c)                                  Assignment.  This Agreement shall not be
assignable by Executive.  This Agreement
shall be assignable by the Company only to an acquirer of all or substantially
all of the assets of the Company, provided such acquirer promptly assumes all
of the obligations hereunder of the Company in a writing delivered to the
Executive and otherwise complies with the provisions hereof with regard to such
assumption.


 


(d)                                 Successors; Binding Agreement; Third Party
Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees legatees and
permitted assignees of the parties hereto.


 


(e)                                  Withholding Taxes.  The
Company may withhold from any and all amounts payable under this Agreement such
Federal, state and local taxes as may be required to be withheld pursuant to
any applicable law or regulation.


 


(f)                                    Counterparts.  This
Agreement may be signed in counterparts (including via facsimile), each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


(g)                                 Headings.  The headings of the sections
contained in this Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any provision of this
Agreement.


 





















 


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


 


	
   

  	
  priceline.com Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Mylod Jr.

  	
   

  
	
   

  	
   

  	
  Robert J. Mylod Jr.

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Thomas P. D’Angelo

  	
   

  
	
   

  	
   

  	
  Thomas
  P. D’Angelo