Exhibit 10.57


 


Execution
Copy


 


AMENDED AND RESTATED


EMPLOYMENT CONTRACT


 


The
undersigned:


 


BOOKING.COM B.V., a private limited
liability company (‘besloten vennootschap met beperkte
aansprakelijheid’), having its registered office at Weteringschans 28,1017 SG
Amsterdam, the Netherlands (‘Booking.com’);


 


and


 


Cornelis
Petrus Henricus Maria Koolen, residing at Hengeloseweg 11, 7251 PA Vorden (‘Employee’);


 


Whereas:


 


	
  ·

  	
   

  	
  Employee
  has been employed by Booking.com since December 18, 2001.

  
	
  ·

  	
   

  	
  Booking.com
  and Employee are currently parties to an Employment Contract, dated
  July 14, 2005 (‘Prior Employment
  Contract’).

  
	
  ·

  	
   

  	
  Booking.com
  has promoted Employee to the position of Chief Executive Officer of
  Booking.com, effective as of September 1, 2008.

  
	
  ·

  	
   

  	
  In
  connection with Employee’s promotion, Booking.com and Employee desire to
  amend and restate the Prior Employment Contract.

  
	
  ·

  	
   

  	
  This Amended and Restated Employment Contract (this ‘Agreement’) shall
  supercede and completely replace the Prior Employment Contract as of
  September 1, 2008 (the ‘Effective Date’).

  



 


Hereby
agrees as follows:


 


	
  1.

  	
   

  	
  Commencement,
  Term and Notice

  
	
  1.1.

  	
   

  	
  This
  Agreement is a continuation of the Prior Employment Contract and is entered
  into for an indefinite period of time (the ‘Employment
  Term’).

  
	
  1.2.

  	
   

  	
  This
  Agreement may be terminated by either party with due observance of the
  statutory notice period. Notice may be given in writing only.

  



 

















 


	
  1.3.

  	
   

  	
  This
  Agreement will end in any event without notice being required at the end of
  the month in which Employee reaches the age of 65.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Reserved

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Employee Manual

  
	
  3.1.

  	
   

  	
  Employee
  acknowledges receipt of Booking.com’s Employee Manual, the provisions of which
  form an integral part of this Agreement.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Position

  
	
  4.1.

  	
   

  	
  Employee
  will hold the position of Chief Executive Officer of Booking.com and report
  to Jeff Boyd, Chief Executive Officer and President of priceline.com
  Incorporated.

  
	
  4.2.

  	
   

  	
  Employee
  may be assigned to work for an affiliate of Booking.com and covenants that
  Employee, to the extent reasonable, will also perform duties other than those
  considered Employee’s usual duties.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Working Hours
  and Work Place

  
	
  5.1.

  	
   

  	
  The
  usual work week runs for 5 days and Employee is expected to work at least 40
  hours per week.

  
	
  5.2.

  	
   

  	
  Employee
  covenants that, at Booking.com’s request, Employee will work overtime
  whenever a proper performance of Employee so requires. Overtime is not paid
  or otherwise compensated for.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Salary

  
	
  6.1.

  	
   

  	
  Employee
  will receive a gross monthly base salary of EUR 20,061.72 on the basis of a
  40 hour work week (‘Base Salary’).

  
	
  6.2.

  	
   

  	
  Employee
  will be entitled to an annual holiday allowance of 8% of the gross annual
  base salary, payable in May each year. If Employee was employed during
  only a part of the calendar year, the holiday allowance will be reduced pro
  rata.

  
	
  6.3.

  	
   

  	
  During
  the Employment Term, Employee will be eligible to participate in any annual
  bonus plans that the Company may implement at any time during the Employment
  Term for senior executives of the Company at a level commensurate with his
  position. The grant of a bonus in any given year or during several years
  shall not create a precedent for any subsequent years. For purposes of this
  Agreement, a bonus in respect of services performed in a fiscal year will not
  be considered to be earned until after the Board of Directors of
  priceline.com Incorporated (the ‘Board’)
  or a committee established thereunder has reviewed the Company’s performance
  and Employee’s performance in

  



 


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  respect
  of such year and has determined the amount of the bonus, if any, to be
  payable to Employee in respect of such year’s performance; provided, however,
  that if Employee is still employed by Booking.com as of December 31 of
  any year, Employee shall be considered to have earned the bonus in respect of
  services performed in such year (to the extent that the Board or applicable
  committee determine that such bonus would otherwise have been payable to
  Employee had Employee remained employed through the relevant payment date for
  such bonus) unless Employee’s employment is subsequently terminated by
  Booking.com for “Cause” (as defined in Appendix A attached hereto) or
  by Employee without “Good Reason” (as defined in Appendix A attached
  hereto).

  
	
  6.4.

  	
   

  	
  During
  the Employment Term, Employee will be eligible to participate in any
  long-term incentive compensation plan generally made available to senior executives
  of the Company at a level commensurate with his position in accordance with
  and subject to the terms of such plan.

  
	
  6.5.

  	
   

  	
  During
  the Employment Term, Employee shall be entitled to participate in all fringe
  benefit and perquisite programs generally provided to comparable senior
  executives of the Company.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Expenses

  
	
  7.1.

  	
   

  	
  Booking.com
  will reimburse Employee’s reasonable expenses directly related to the
  performance of Employee’s work, provided such reimbursement may be made tax
  and social security premium free and provided itemized expense statements and
  original receipts are submitted in accordance with company policy.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Travel Expenses

  
	
  8.1.

  	
   

  	
  Travel
  expenses for commuting will be reimbursed in accordance with applicable tax
  rules up to an amount of EUR 0.19 per kilometer along the most customary
  route, subject to a maximum of EUR 135 per month (applicable rates in 2008).

  
	
  8.2.

  	
   

  	
  Booking.com
  is entitled to unilaterally change the allowance under Article 8.1 of
  this Agreement in the event of an adjustment thereof under tax law.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Pension

  
	
  9.1.

  	
   

  	
  During
  the Employment Term, Employee will be entitled to participate in
  Booking.com’s pension plan, if and as soon as Employee meets the relevant
  requirements. If and insofar as tax law and/or pension law are amended,
  Booking.com will be entitled to unilaterally adapt the pension plan to bring
  it into compliance with such amendments.

  



 


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  10.

  	
   

  	
  Holidays

  
	
  10.1.

  	
   

  	
  During the Employment Term, Employee
  will be entitled to 26 days of holiday each calendar year. If Employee works
  for only a part of the year, the number of days of holiday will be reduced
  pro rata.

  
	
  10.2.

  	
   

  	
  Holidays
  are set by Booking.com after consultation with Employee.

  
	
  10.3.

  	
   

  	
  To the
  extent possible, holidays must be taken in the year in which they are
  accrued. A maximum of five days may be carried forward to the next calendar
  year.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Illness or
  Other Incapacity to Work

  
	
  11.1.

  	
   

  	
  If Employee is unable to perform
  work due to illness or any other medical incapacity, Employee is obliged to
  inform Booking.com thereof before 9am on the first day of illness or
  incapacity, stating the reasons for such illness or incapacity, the expected
  period of such illness or incapacity, and the address at which Employee may
  be reached during that period. As soon as work can be resumed, Employee will
  inform Booking.com thereof immediately.

  
	
  11.2.

  	
   

  	
  If
  Employee is unable to perform work due to illness or other medical
  incapacity, Employee will remain entitled to continued payment of 85% of
  Employee’s Base Salary, but in no case less than the statutory minimum wage,
  for a maximum period of 104 weeks commencing on the first day of illness or
  incapacity.

  
	
  11.3.

  	
   

  	
  Periods
  in which Employee is unable to perform work due to illness or other medical
  incapacity will be aggregated if they follow one another at intervals of less
  than four weeks.

  
	
  11.4.

  	
   

  	
  Employee
  is not entitled to continued payment under the circumstances set out in
  Article 7:629 of the Dutch Civil Code.

  
	
  11.5.

  	
   

  	
  Employee’s
  salary during illness or other medical capacity will be reduced by financial
  benefits that Employee receives under any contractual or statutory insurance
  and any other income earned by Employee.

  
	
  11.6.

  	
   

  	
  If
  Employee’s illness or other incapacity to work ensues from an event for which
  a third party is liable, Employee shall provide Booking.com with all relevant
  information and do everything in Employee’s power to enable Booking.com to
  exercise its right of recourse pursuant to Article 6:107a of the Dutch
  Civil Code.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Payments Upon
  Termination

  
	
  12.1.

  	
   

  	
  If the Employment Term ends due to Employee’s death and
  if a bonus plan is in place at such time, Employee is entitled to receive the
  product of (a) the target annual bonus for the fiscal year in which
  Employee dies, multiplied by (b) a fraction, the numerator of which is
  the number of days that

  



 


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  Employee worked during the fiscal year in which
  Employee died, and the denominator of which is 365. Such bonus shall be paid
  when such bonuses are paid to other executives of Booking.com.

  
	
  12.2.

  	
   

  	
  If the Employment Term ends due to the termination of
  Employee’s employment with Booking.com as a result of a termination by
  Booking.com without “Cause” (as defined in Appendix A attached hereto)
  or as a result of a termination by Employee for “Good Reason” (as defined in Appendix
  A attached hereto), Employee shall be entitled to receive (a) over a
  period of 12 months after his termination, an amount equal to 2 times the sum
  of Employee’s Base Salary and target bonus, if any, for the year in which
  such termination occurs (provided, however, in the event that the Base Salary
  or target bonus, if any, has been decreased in the twelve months prior to the
  termination, the amount to be used shall be the highest Base Salary and
  target bonus, if any, during such 12 month period); and (b) if a bonus
  plan is in place, Employee will be entitled to receive the product of
  (i) the target annual bonus for the fiscal year in which Employee is
  terminated, multiplied by (ii) a fraction, the numerator of which is the
  number of days that Employee worked during the fiscal year in which Employee
  is terminated, and the denominator of which is 365. Such bonus shall be paid
  when such bonuses are paid to other executives of Booking.com.

  
	
  12.3.

  	
   

  	
  If the Agreement is rescinded pursuant to Article 7:685 of the
  Dutch Civil Code and the court awards compensation to Employee, or if a court
  awards any compensation as a result of proceedings on the basis of
  Article 7:681 of the Dutch Civil Code, the amount of such award shall be
  deducted from the amount of compensation to which Employee would be entitled
  pursuant to Article 12.1 or Article 12.2 of this Agreement,
  whichever is applicable, in the event of Employee’s termination of employment
  as a result of his death, a termination without “Cause” or a termination for
  “Good Reason.”

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Confidentiality

  
	
  13.1.

  	
   

  	
  Neither
  during the Employment Term nor upon termination thereof, may Employee inform
  any third party in any form, directly or indirectly, of any particulars
  concerning or related to the business conducted by Booking.com or its
  affiliated companies, regardless of whether such information includes any
  reference to its confidential nature or ownership and regardless of how
  Employee learned of the particulars.

  
	
  13.2.

  	
   

  	
  Notwithstanding
  the provisions of Article 7:650(3), (4) and (5) of the Dutch
  Civil Code, if Employee violates Article 13.1, Employee will forfeit to
  Booking.com an immediately due and payable penalty of EUR 5,000 for each
  violation, as well as a penalty of EUR 1,000 for each day the violation
  continues, without prejudice to Booking.com’s right to claim full
  compensation instead of such penalties.

  



 


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  14.

  	
   

  	
  Non Competition

  
	
  14.1.

  	
   

  	
  For a
  period of 12 months after termination, Employee may not, without
  Booking.com’s prior written consent:

  
	
   

  	
   

  	
  (a)

  	
  engage
  in any activities that in any way, directly or indirectly, compete with
  Booking.com or its affiliates (including priceline.com Incorporated) in the
  European Union, including, without limitation, the research into, development
  or provision of any online or call centre accommodation booking or
  reservation services, nor establish, conduct (alone or with others) or cause
  the conduct of any competing business, nor take any interest in or be
  employed in any way whatsoever by such business, whether or not for
  consideration;

  
	
   

  	
   

  	
  (b)

  	
  directly
  or indirectly induce employees of Booking.com or its affiliates to terminate
  their employment contracts with Booking.com or its affiliates;

  
	
   

  	
   

  	
  (c)

  	
  in relation to any
  contract or arrangement which Booking.com or it affiliates have with any
  supplier for the supply of goods and services, for the duration of such contract
  or arrangement, directly or indirectly, interfere with the supply of such
  goods or services from any supplier, nor, directly or indirectly, induce any
  supplier to cease or decline to supply such goods or services to Booking.com;

  
	
   

  	
   

  	
  (d)

  	
  make any statements,
  written or oral, which disparage or defame the goodwill or reputation of
  Booking.com or its affiliates, or any of their directors or senior officers,
  in public or in a manner that is intended to become public.

  
	
  14.2

  	
   

  	
  Notwithstanding
  the provisions of Article 7:650(3), (4) and (5) of the Dutch
  Civil Code, if Employee violates Article 14.1 of this Agreement,
  Employee will forfeit to Booking.com an immediately due and payable penalty
  of EUR 5,000 for each violation, as well as a penalty of EUR 1,000 for each
  day the violation continues, without prejudice to Booking.com’s right to
  claim full compensation instead of such penalties.

  
	
  14.3

  	
   

  	
  Upon
  each breach of Article 14.1 of this Agreement, the period referred to
  therein will be extended by the duration of such breach.

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Sidelines

  
	
  15.1.

  	
   

  	
  Without
  Booking.com’s prior written consent, Employee will not perform any other work
  for pay during the Employment Term, nor will Employee, alone or with others,
  directly or indirectly, establish or conduct a business that is competitive
  with Booking.com’s business, whatever its form, or take any financial
  interest in or perform work for such business, whether or not for
  consideration.

  
	
  15.2.

  	
   

  	
  During
  the Employment Term, Employee must refrain from undertaking or holding any
  sidelines or additional posts, such as committee work, managerial or other
  activities for organizations of an

  



 


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  idealistic,
  cultural, sporting, political or other nature, whether or not for consideration,
  without Booking.com’s prior written consent.

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Return of
  Property

  
	
  16.1.

  	
   

  	
  Upon
  the end of the Employment Term, Employee shall immediately return to
  Booking.com all property belonging to Booking.com, including materials,
  documents and information copied in any form whatsoever.

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Intellectual
  and Industrial Property Rights

  
	
  17.1.

  	
   

  	
  All
  intellectual property rights, including, but not limited to, patent rights,
  design rights, copyrights and neighbouring rights, database rights, trademark
  rights, chip rights, trade name rights and know how, ensuing, during or after
  this employment contract, in The Netherlands or abroad, from the work
  performed by Employee under this Agreement (collectively: ‘Intellectual Property Rights’) will exclusively vest in
  Booking.com.

  
	
  17.2.

  	
   

  	
  Insofar
  as any Intellectual Property Rights are not vested in Booking.com by
  operation of law, Employee covenants that Employee, at first request of
  Booking.com, will transfer to Booking.com and, insofar as possible, hereby
  transfers those rights to Booking.com, which transfer is hereby accepted by
  Booking.com.

  
	
  17.3.

  	
   

  	
  Insofar
  as any Intellectual Property Rights are not capable of being transferred from
  Employee to Booking.com, Employee hereby grants Booking.com the exclusive,
  royalty free, worldwide, perpetual right, with the right to grant
  sublicenses, to use the Intellectual Property Rights in the broadest way,
  which right is hereby accepted by Booking.com.

  
	
  17.4.

  	
   

  	
  Insofar
  as any personal rights vest in Employee, and insofar as permitted by law,
  Employee hereby waives all of Employee’s personal rights, including, without
  limitation, the right to have one’s name stated pursuant to the Dutch
  Copyright Act 1912 (‘Auteurswet 1912’).

  
	
  17.5.

  	
   

  	
  Employee
  shall promptly disclose all works, inventions, information, Intellectual
  Property Rights and other results from the work performed by Employee under
  this Agreement to Booking.com.

  
	
  17.6.

  	
   

  	
  Employee
  shall upon Booking.com’s request, during or after the Employment Term,
  perform all acts that may be necessary in order to record the Intellectual
  Property Rights in the name of Booking.com with any competent authority in
  the world. Reasonable costs thereof will be borne by Booking.com.

  
	
  17.7.

  	
   

  	
  In case
  Employee, for any reason, is unable to provide the cooperation in accordance
  with Articles 17.2 and 17.6 of this Agreement, Employee hereby grants
  Booking.com irrevocable power of attorney to represent Employee with respect
  to the assignment and registration of Intellectual Property Rights referred
  to in Articles 17.2 and 17.6 of this Agreement.

  



 


7

















 


	
  17.8.

  	
   

  	
  Employee
  acknowledges that Employee’s salary includes reasonable compensation for the
  loss of intellectual and industrial property rights.

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Applicable Law

  
	
  18.1.

  	
   

  	
  This
  Agreement and its appendix shall be governed by the laws of The Netherlands.

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Complete Agreement

  
	
  19.1.

  	
   

  	
  This Agreement embodies
  the complete agreement and understanding between the parties with respect to
  the subject matter hereof and effective as of its date supersedes and
  preempts any prior understandings, agreements or representations by or
  between the parties, written or oral, including the Prior Employment
  Contract, which may have related to the subject matter hereof in any way.

  



 


Drawn up
in duplicate originals and signed in Amsterdam on January 29, 2009


 


 


	
  /s/ Rutger Prakke

  	
   

  	
  /s/ Cornelis Petrus Henricus Maria Koolen

  
	
  Booking.com B.V.

  	
   

  	
  Cornelis Petrus Henricus Maria Koolen

  
	
  Name: Ruger Prakke

  	
   

  	
   

  
	
  Position: Director

  	
   

  	
   

  



 


8

















 


APPENDIX A


 


For purposes of this
Agreement, the following terms have the following meanings where they appear in
the Agreement:


 


“Cause” shall mean (a) willful misconduct by Employee
with regard to Booking.com which has a material adverse effect on Booking.com; (b) the
willful refusal of Employee to attempt to follow the proper written direction
of the Board or a more senior officer of the Company, provided that the
foregoing refusal shall not be “Cause” if Employee in good faith believes that
such direction is illegal, unethical or immoral and promptly so notifies the
Board or the more senior officer (whichever is applicable); (c) substantial
and continuing willful refusal by Employee to attempt to perform the duties
required of him hereunder (other than any such failure resulting from
incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered to Employee by the Board or a more senior
officer of the Company which specifically identifies the manner in which it is
believed that Employee has substantially and continually refused to attempt to
perform his duties hereunder; or (d) Employee being convicted of a felony
(other than a felony involving a traffic violation or as a result of vicarious
liability).  For purposes of this
definition, no act, or failure to act, on Employee’s part shall be considered “willful”
unless done, or omitted to be done, by Employee in bad faith and without
reasonable belief that his action or omission was in the best interest of
Booking.com.


 


“Company” shall mean priceline.com
Incorporated, any of its subsidiaries or affiliates, including Booking.com.


 


“Good Reason” shall mean (a) a material diminution in
Employee’s authority, duties or responsibilities, (b) relocation of
Booking.com’s office in The Netherlands to a location more than thirty-five
(35) miles from its current location or more than thirty-five (35) miles
further from Employee’s residence at the time of relocation, or (c) any
material breach of the Agreement or any other employment agreement in effect at
any time between Booking.com and Employee.


 


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