Exhibit
10.56


 





 


December 16, 2008


 


Daniel Finnegan


c/o priceline.com Incorporated


800 Connecticut Avenue


Norwalk, CT 06854


 


Dear
Dan:


 


This letter serves to amend the letter
agreement between you and priceline.com Incorporated (the “Company”), dated October 19,
2005 (the “Severance
Agreement”), to account for the effect of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A of the Code”)
on the Severance Agreement.  Capitalized
terms that are used herein shall have the same meaning as those terms used in
the Severance Agreement.


 


First, in the event you terminate your
employment with the Company for Good Reason or your employment is terminated by
the Company without Cause, the Severance Agreement shall be modified to provide
that any severance amount payable to you under clause (A) in the second
paragraph of the Severance Agreement shall be paid in equal
installments over a period of twelve (12) months after the termination of your
employment in accordance with the Company’s regular payroll practices.


 


Second, in the event you terminate your
employment with the Company for Good Reason or your employment is terminated by
the Company without Cause, the Severance Agreement shall be modified to provide
that any bonus amounts payable to you under clause (E) in the second
paragraph of the Severance Agreement shall be paid in a lump sum when bonuses
for the applicable period are paid to the Company’s other executives, but, in
any event, in the fiscal year following the fiscal year in which the applicable
bonus is earned.


 


Third, notwithstanding anything in
the Severance Agreement to the contrary, if you are a “specified employee”
(within the meaning of Section 409A of the Code) and any payment made
pursuant to the Severance Agreement is considered to be a “deferral of
compensation” (as such phrase is defined for purposes of Section 409A of
the Code) that is payable upon your “separation from service” (within the
meaning of Section 409A of the Code), then the payment date for such
payment shall be the date that is the first day of the seventh month after the
date of your “separation from service” with the Company (determined in
accordance with Section 409A of the Code). 
In addition, if the event triggering your right to benefits or payments
under the Severance Agreement is your termination of employment, but such
termination of employment does not constitute a “separation from service” with
the Company within the meaning of Section 409A of the Code, then the
benefits or payments under your Severance Agreement payable by reason of such
termination of employment that are considered to be a “deferral of compensation”
under Section 409A of the Code shall not be paid upon such termination of
employment, but instead, shall remain an obligation of the Company to you and
shall be paid or provided to you upon the first to occur of the following
events: (i) your “separation from service” (within the meaning of Section 409A
of the Code) (any amount payable upon such “separation from service” being
subject to the first sentence of this of this paragraph); (ii) your
disability (within the meaning of Section 409A of the Code); (iii) a “change
of control” of the Company (within the meaning of Section 409A of the
Code); or (iv) your death.


 

















 


Fourth, the Severance Agreement is amended to provide that each payment
and the provision of each benefit under the Severance Agreement shall be
considered a separate payment and not one of a series of payments for purposes
of Section 409A of the Code.


 


To the extent applicable, it is intended that this letter and the
Severance Agreement  comply with
the provisions of Section 409A of the Code so that the income inclusion
provisions of Section 409A(a)(1) do not apply to you.  This letter and the Severance Agreement shall
be administered in a manner consistent with this intent.  References to Section 409A of the Code
also include any regulations, or any other formal guidance, promulgated with
respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service.


 


This letter shall be
governed by and construed in accordance with the laws of the State of Delaware  without reference to principles of
conflict of laws.  Furthermore,
the Company may, without your consent, assign its rights and obligations under
this letter and the Severance Agreement, and the terms of this letter and the
Severance Agreement shall be fully enforceable by any such assignee.


 


Except as otherwise provided herein, the Severance Agreement shall
continue in full force and effect in accordance with its terms.


 


 


	
  Warm regards,

  	
   

  	
  Acknowledged and Agreed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jeffery H. Boyd

  	
   

  	
  /s/ Daniel Finnegan

  
	
   

  	
   

  	
   

  
	
  Jeffery H. Boyd

  	
   

  	
  Daniel Finnegan

  



 


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