Exhibit 10.2


 


PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN


RESTRICTED STOCK AGREEMENT


 


THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as
of the 19th day of October 2005 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 Daniel J.
Finnegan (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 October 19, 2005 (the “Grant Date”),
subject to execution of this Agreement, the number of restricted shares of
Company Stock (the “Restricted Stock”) 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.


 


1.                                       The
Grant


 


(a)                                  Subject
to the terms and conditions set forth herein, the Participant is granted ten
thousand (10,000) shares of Restricted Stock.


 


(b)                                 Subject
to Section 2 hereof, four thousand (4,000) shares of the Restricted Stock
granted under this Agreement shall vest on each of October 19, 2006 and
2007 and one thousand (1,000) shares of the Restricted Stock granted under this
Agreement shall vest on each of October 19, 2008 and 2009, if on each such
vesting date, the Participant has been in Continuous Service through such
date.  For avoidance of doubt, there
shall be no proportionate or partial vesting in the periods prior to each
vesting date and vesting shall occur only on the applicable vesting dates
pursuant to this Section 1(b).  Upon
satisfaction of the vesting requirements set forth in this Section 1(b),
the restrictions on the vested Restricted Stock, as set forth in Section 2
of this Agreement, shall lapse.  For
purposes of this Agreement, “Continuous Service” shall mean the Participant’s
service with the Company or any Subsidiary or Affiliate whether as an employee,
director or consultant, is not interrupted or terminated.


 


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


 


(a)                                  Subject
to Section 2(b) below, upon the Participant’s termination of
Continuous Service, the unvested portion of the Restricted Stock granted under
this Agreement shall be immediately forfeited and canceled.


 


(b)                                 In
the event of a Change in Control, the Participant shall be fully vested in all
Restricted Stock granted under this Agreement, if  (i) the Participant was in Continuous
Service immediately prior to the Change in Control and (ii) the
Participant remains in Continuous Service through the date which is six (6) months
after the effective date of the Change in Control.  In the event that the Participant’s
Continuous Service is terminated (other than for Cause) by the Company in
anticipation of a Change in Control or within six (6) months after the


 





















 


effective date of a Change in Control, then the
Participant shall be fully vested in all Restricted Stock granted under this
Agreement.  The determination of whether
the Participant’s Continuous Service is terminated by the Company in
anticipation of a Change in Control shall be made by the Company, in its sole
discretion.


 


(c)                                  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 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


 


2





















 


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, (I) 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 and (II) the acquisition following the
Effective Date of Company Voting Securities by Hutchison Whampoa Limited,
Cheung Kong (Holdings) Limited or any of their Affiliates shall be deemed not
to result in a Change in Control until such time as Hutchison Whampoa Limited,
Cheung Kong (Holdings) Limited or any of their Affiliates become the Beneficial
Owners in the aggregate of 50% or more of the combined voting power of Company
Voting Securities (and for this purpose the preceding clause (I) shall not
apply).


 


(d)                                 For
the purposes of Section 2(c), 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”);


 


(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


 


3





















 


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.


 


3.                                       Nontransferability
of Grant


 


Except as otherwise provided herein or in the Plan, no
unvested Restricted Stock shall be assigned, negotiated, pledged, or
hypothecated in any way or be subject to execution, attachment or similar
process.  Prior to the vesting of any
Restricted Stock, no transfer of the Participant’s rights with respect to such
Restricted Stock, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. 
Immediately upon any attempt to transfer such rights, such Restricted
Stock, and all of the rights related thereto, shall be forfeited by the
Participant.


 


4.                                       Dividend
and Distribution Rights


 


The Committee in its discretion may require any
dividends or distribution paid on the Restricted Stock be held in escrow until all
restrictions on such Restricted Stock have lapsed.


 


5.                                       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 Restricted Stock granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its
business, any merger or consolidation of the Company or any affiliate, any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Stock, the authorization or issuance of additional shares of
Stock, the dissolution or liquidation of the Company or any affiliate or sale
or transfer of all or part of the assets or business of the Company or any
affiliate, or any other corporate act or proceeding.


 


6.                                       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.


 


7.                                       Other
Conditions


 


The transfer of any shares of Restricted Stock shall
be effective only at such time as counsel to the Company shall have determined
that the issuance and delivery of such shares of


 


4





















 


Restricted
Stock are in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which Stock is
traded.


 


8.                                       Notification
of Election Under Section 83(b) of the Code


 


If the Participant shall, in connection with the grant
of Restricted Stock under this Agreement, make the election permitted under Section 83(b) of
the Internal Revenue Code (i.e.,
an election to include in gross income in the year of transfer the amounts
specified in Section 83(b) of the Internal Revenue Code), then the
Participant shall notify the Company of such election within 10 days of filing
notice of the election with the Internal Revenue Service.


 


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 vesting of
Restricted Stock.  When the Restricted
Stock vests, the Participant shall surrender to the Company a sufficient number
of whole shares of Stock as necessary to cover all applicable required
withholding taxes and social security contributions related to such
vesting.  The Company will provide the
Participant with a cash refund for any fraction of surrendered shares of Stock
not necessary for required withholding taxes and social security
contributions.  Instead of requiring the
Participant to surrender 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
Restricted Stock vests 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 Restricted Stock vests, in an
amount sufficient to satisfy such obligations.


 


In
lieu of surrendering shares of Stock to cover all applicable required
withholding taxes and social security contributions, the Participant may, by
providing notice to the Company within 30 days of the Grant Date (a) elect
to remit to the Company on the date on which the Restricted Stock vests cash in
an amount sufficient to satisfy such obligations, or (b) request the
Company to deduct from his regular salary payroll cash, on a payroll date
following the date on which the Restricted Stock vests, in an amount sufficient
to satisfy such obligations, which request the Committee may choose to honor in
its sole discretion.  Notwithstanding the
foregoing, if the Participant makes an election under Section 8 above, the
Participant shall remit to the Company in cash an amount sufficient to satisfy
any withholding obligations at the time the notice described in Section 8
is delivered to the Company.


 


10.                                 Distribution
of Restricted Stock


 


Upon
the vesting of any Restricted Stock pursuant to the terms hereof, the
restrictions of Sections 2 and 3 shall lapse with respect to such vested
Restricted Stock.  Reasonably promptly
after any Restricted Stock vests, the Company shall cause to be delivered to
the Participant a certificate evidencing such Stock.


 


5





















 


11.                                 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.


 


(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 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.


 


(h)                                 The
Plan and this Agreement constitute the entire Agreement and understanding
between the parties with respect to the matters described herein and supercede
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.


 


6





















 


(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.


 


IN WITNESS WHEREOF, the parties hereto have 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

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel J. Finnegan

  	
   

  
	
   

  	
  Daniel J. Finnegan

  



 


7