Exhibit 10.85


 


Terms and Conditions of Participation in the
priceline.com International Limited Management Incentive Plan (the “Plan”)


 


Participation in the Plan allows eligible employees
to hold the Granted Securities subject to the provisions of the memorandum and articles of association
of priceline.com International Limited (the “Company”), and the terms and conditions set out below.


 


Definitions:


 


“Bad Leaver” means if you cease to be an
employee of a Group Company other than as a Good Leaver;


 


“Good Leaver” means if you cease to be an
employee of a Group Company as a result of:


 


(i)                                     your death; or


 


(ii)                                  you being dismissed by reason of your absence
from work due to ill health or accident (save for ill health which arises as a
result of an abuse of drink or drugs), provided that you deliver to the Company
a medical certificate signed by a doctor duly evidencing your ill health or
accident and provided further that the Company reserves the right to require
you to undergo a medical examination by a doctor or consultant nominated by it;
or


 


(iii)                               your retirement once you have reached the age of 60; or


 


(iv)                              you being made redundant by a Group Company;


 


“Group Company” means the Company and any
subsidiary, parent or associated company;


 


“Vest” means the process of you becoming
entitled (i) to exercise the Put Option in respect of Granted Securities and (ii) to be paid an
Option Price equal to Fair Market Value for such Granted Securities (as defined in Article 10
of the Company’s articles of association).


 


Terms & Conditions


 


1.                                       You agree that the Granted Securities shall
Vest as follows:


 


1.1                                 1/3 on 15 September 2005;


 


1.2                                 1/3 on 15 September 2006; and


 


1.3                                 1/3 on 15 September 2007,


 


provided
that you are either (i) an employee of a Group Company or (ii) a Good
Leaver in either case at the relevant date of Vesting.


 


2.                                       For the avoidance of doubt, if you are a Bad
Leaver, any Granted Securities that have not Vested shall not be capable of
Vesting.


 


3.                                       You shall be deemed to cease to be an employee
of a Group Company for the purposes of this Plan, as follows:


 


(i)                                     if you serve notice on a Group Company of your
intention to terminate your employment, immediately on the date upon which you
serve such notice on a Group


 


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Company;


 


(ii)                                  if a Group Company serves a termination notice
on you, the date upon which you cease to actively work for the Company and for
the avoidance of doubt if you are on ‘garden leave’ you shall be deemed to have
ceased actively working for a Group Company; or


 


(iii)                               if a Group Company dismisses you for cause or
gross misconduct, immediately thereon.


 


4.                                       You agree that you have no entitlement to
compensation or damages as a result of any loss or diminution in the value of
the shares you acquire pursuant to the Plan, including, without limitation, as
a result of the termination of your employment by the Company or any subsidiary
or affiliate for any reason whatsoever and whether or not in breach of
contract, and, upon commencing participation in the Plan, you will be deemed
irrevocably to have waived any such entitlement.


 


5.                                       You understand that the Company, its Parent and
its subsidiaries and affiliates (“the Data
Holder”) hold certain personal
information (“Data”) in connection
with the Plan. You further understand that recipients of Data may be located in
the European Economic Area or elsewhere, such as the US.  You authorise recipients (including the Data
Holder) to receive, possess, use and transfer the Data (including any requisite
transfer to a broker or other third party) in electronic or other form as may
be required for the administration of the Plan. You understand that withdrawal
of this consent may affect your ability to participate in the Plan.


 


6.                                       You agree that, where in relation to the Plan
your employing company is liable to account to the Inland Revenue for any sum
in respect of any income tax or employees’ national insurance contributions
under the Pay As You Earn system, the Company or any parent, subsidiary or
affiliate company shall be entitled to: (i) withhold any tax and employees’
national insurance contributions payable in respect of the Plan by deduction
from any salary or any other payment payable to you at any time on or after the
date the income tax charge arises, or (ii) to require that you make an
immediate payment of the tax and employees’ national insurance contributions to
the Company in cleared funds.


 


7.                                       Priceline.com Holdco U.K. Limited (the “A Ordinary Shareholder”) agrees with you
and the Company that if the A Ordinary Shareholder ceases to be the holder of
the majority of the A Ordinary Shares in the Company, the A Ordinary
Shareholder shall procure that before it so ceases it shall assign and/or
novate the Plan to the transferee of the majority of the A Ordinary Shares.


 


 


	
  /s/
  Andrew Phillipps

  	
   

  	
  14/7/2005

  	
   

  
	
  Signature  (Dr Andrew James Phillipps)

  	
  Date

  



 


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         /      /                     

  	
   

  
	
  Signature
  (for and on behalf of the Company)

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Position
  in company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
         /      /                     

  	
   

  
	
  Signature

  	
  Date

  
	
  (for
  and on behalf of Priceline.com Holdco U.K. Limited)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Position
  in company

  	
   

  



 


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