Exhibit 10.84


 


Andrew Phillipps


c/o Active Hotels Limited


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


The Directors


Active Hotels Limited


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


Dear Sirs


 


Active Hotels Limited Management Incentive
Plan (the “Plan”)


 


I, the undersigned, hereby irrevocably apply for the
allotment and issue to me of 4,727 B Ordinary Shares of 0.1 pence each in the
capital of Active Hotels Limited (the “Company”)
(the “Granted Securities”)
credited as fully paid at 0.1 pence per share and for that purpose I undertake
to forward payment of 472 pence.


 


I acknowledge that this application is made on the
basis that I will hold any Granted Securities allotted to me subject to the
provisions of the memorandum and Articles of Association of the Company and the
terms and conditions of the Plan (attached as Appendix I to this letter).  If this application is accepted, I request
that my name and address as detailed below be entered in the register of
members of the Company as the holder of the Granted Securities.


 


Yours faithfully


 


 


	
  /s/ Andrew Phillipps

  	
   

  
	
  Andrew Phillipps

  



 


c/o Active Hotels


Compass House


80 Newmarket Road


Cambridge


CB5 8DZ


 


Dated: 21 September 2004


 


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Appendix 1


 


TERMS AND CONDITIONS OF PARTICIPATION IN THE


ACTIVE HOTELS LIMITED MANAGEMENT INCENTIVE
PLAN (the “PLAN”)


 


Participation in the Plan
allows eligible employees to subscribe for the Granted Securities subject to the provisions of the memorandum and articles of association
of the Company, and the terms and conditions set out below.


 


Definitions:


 


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


 


“Good Leaver”
means if you cease to be an employee of the 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 the Company.

  



 


 


“Vest”
means the process of you becoming entitled (i) to exercise the Put Option
in respect of Granted Shares and (ii) to be paid an Option Price equal to
Fair Market Value for such Shares (as defined in Article 44 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 the 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 the Company for
the purposes of this Plan, as follows:


 


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  (i)

  	
   

  	
  if you serve notice on the Company of your intention
  to terminate your employment, immediately on the date upon which you serve
  such notice on the Company;

  
	
  (ii)

  	
   

  	
  if the 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 the Company; or

  
	
  (iii)

  	
   

  	
  if the 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.                                       You agree that you will enter into a joint election within section 431(1) of
the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”)
in the form attached to this letter as Appendix II in respect of computing any
tax charge on the acquisition of “Restricted Securities”
(as defined in sections 423 and 424 of ITEPA 2003) and submit such signed joint
election to the Company along with this letter.


 


8.                                       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

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature

  	
  (Employee)

  	
  Date

  
					



 


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  /s/ Matthew Witt

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature (for and on behalf of the Company)

  	
  Date

  
	
   

  	
   

  
	
  Operations Director

  	
   

  	
   

  
	
  Position in company

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mitchell Truwit

  	
   

  	
  21/9/2004

  	
   

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

  	
  Date

  
	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
  Position in company

  	
   

  



 


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Appendix II


 


Active Hotels
Limited Management Incentive Plan


 


Joint Election
under section 431(1) of the Income Tax (Earnings and Pensions) Act
2003 for full disapplication of Chapter 2, Part 7 of the Income Tax
(Earnings and Pensions) Act 2003


 


1.              Between


 


	
  The Employee

  	
   

  	
  Andrew
  Phillipps

  
	
   

  	
   

  	
   

  
	
  whose National Insurance
  Number is

  	
   

  	
  NR
  320975C

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  the Company (who is the
  Employee’s employer)

  	
   

  	
  Active
  Hotels Ltd.

  
	
   

  	
   

  	
   

  
	
  of Company Registration
  Number

  	
   

  	
  3512889

  



 


2.              Purpose of
Election


 


This joint election is made
pursuant to section 431(1) Income Tax (Earnings and Pensions) Act
2003 (ITEPA) and applies where employment-related securities, which are
restricted securities by reason of section 423 ITEPA, are acquired.


 


The effect of an election
under section 431(1) is that, for the relevant Income Tax and NIC
purposes, the employment-related securities and their market value will be
treated as if they were not restricted securities and that sections 425 to 430
ITEPA do not apply.  Additional Income
Tax will be payable (with PAYE and NIC where the securities are Readily
Convertible Assets).


 


Should the
value of the securities fall following the acquisition, it is possible that
Income Tax/NIC that would have arisen because of any future chargeable event
(in the absence of an election) would have been less than the Income Tax/NIC
due by reason of this election.  Should
this be the case, there is no Income Tax/NIC relief available under Part 7
of ITEPA 2003; nor is it available if the securities acquired are subsequently
transferred, forfeited or revert to the original owner.


 


3.              Application


 


This joint election is made
not later than 14 days after the date of acquisition of the securities by the
Employee and applies to:


 


	
  Number of securities

  	
   

  	
  4,727

  
	
   

  	
   

  	
   

  
	
  Description of securities

  	
   

  	
  B
  Ordinary Shares of .01 pence each

  
	
   

  	
   

  	
   

  
	
  Name of issuer of
  securities

  	
   

  	
  Active
  Hotels Ltd.

  



 


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acquired by the Employee on
21 September 2004 or to be acquired under the terms of the Active Hotels Limited Management
Incentive Plan.


 


4.              Extent of
Application


 


This election under section 431(1) ITEPA
disapplies all restrictions attaching to the securities.


 


5.              Declaration


 


This election will become
irrevocable upon the later of its signing or the acquisition and each
subsequent acquisition of employment-related securities to which this election
applies.


 


In signing this joint
election, we agree to be bound by its terms as stated above.


 


 


	
  /s/ Andrew Phillipps

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature

  	
  (Employee)

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Matthew Witt

  	
   

  	
  21/9/2004

  	
   

  
	
  Signature (for and on behalf of the Company)

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Operations Director

  	
   

  	
   

  	
   

  
	
  Position in company

  	
   

  	
   

  
					



 


Note:                   Where the election
is in respect of multiple acquisitions, prior to the date of any subsequent
acquisition of a security it may be revoked by agreement between the employee
and employer in respect of that and any later acquisition.


 


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