Exhibit 10.5


PRICELINE.COM
INCORPORATED


1999
OMNIBUS PLAN


AWARD
AGREEMENT — RESTRICTED STOCK UNITS


FOR
EMPLOYEES IN THE NETHERLANDS


                THIS
AGREEMENT (the “Agreement”) is made and entered into as of                
(the “Date of Grant”), by and between priceline.com Incorporated, a Delaware
corporation (the “Company”), and                       
(the “Participant”). This grant of restricted stock units is made pursuant to
Section 9 of the priceline.com Incorporated 1999 Omnibus Plan (the “Plan”),
which is incorporated herein by reference, and subject to the terms and
conditions thereof.  Capitalized terms
not defined herein shall have the meaning ascribed to them in the Company’s
1999 Omnibus Plan (the “Plan”).   Where
the context permits, references to the Company or any of its Subsidiaries or
affiliates shall include the successors to the foregoing.


 


Pursuant to the Plan, the
Administrator has determined that the Participant is to be granted restricted
stock units (“RSUs”), which entitles the Participant to receive shares of Stock
(“Shares”), subject to the terms and conditions set forth in the Plan and
herein, and hereby grants such RSU in accordance with the terms set forth
below:


 


1.               Number of RSUs.  The Participant hereby is granted                    
RSUs on the Date of Grant.  Each RSU
entitles the Participant to receive one (1) Share upon vesting in accord with
Paragraph 2 of this Agreement.


 


2.               Vesting.  Unless otherwise determined under the Plan,
1/3 of the RSUs will vest on the first anniversary of the Date of Grant, an
additional 1/3 of the RSUs will vest on the second anniversary of the Date of
Grant, and the remaining RSUs will vest on the third anniversary of the Date of
Grant; provided, the Participant has been in Continuous Service through the applicable
vesting date.  Upon vesting and as soon
as administratively practicable following each vesting date, the Company will
issue the Participant one (1) Share for each newly vested RSU.  For purposes of this Agreement, “Continuous
Service” means the Participant’s service with the Company or any Subsidiary or
Affiliate whether as an employee, director or consultant, is not interrupted or
terminated.


 


3.               Term of RSU. The RSUs will expire ten (10) years from the Date of
Grant.


 


4.               Effect of Change in Control
on Vesting.


 


                                        (a)  In the event of a Change in Control, all
unvested RSUs granted under this Agreement will become fully vested as of the
effective date of the Change in Control 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, all unvested RSUs granted under this
Agreement will become fully vested as of the Participant’s termination
date.  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.


 


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                                        (b)  For purposes of this Agreement, the term “Change
in Control” means 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
Date of Grant, 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 Date of Grant, 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 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


 


 


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(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).


 


                                        (c) For the purposes of
Paragraph 4(b), 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
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.


 


5.               Effect of Termination on Vesting. 
Except as otherwise provided in Paragraph 4(b), in the event the
employment of the Participant is terminated for any reason (including, but not
limited to, termination for Cause or termination by reason of the Participant’s
death, Disability, or retirement), any unvested RSUs granted to the Participant
will expire and be forfeited at the close of business on the date of such
termination.


 


6.               Dividend Equivalents and Voting Rights. 
(a)  The Participant will not be
entitled to receive a cash payment equal to any cash dividends paid (“dividend
equivalents”) with respect to the Shares underlying the RSUs granted under this
Agreement that are declared prior to the vesting date of such Shares. (b)  The Participant will not be a shareholder of
record and will have no voting rights with respect to the Shares underlying the
RSUs prior to the Company’s issuance of such Shares following the applicable 


 


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                        vesting date.


 


7.               Withholding Requirements. (a) Pursuant to Section 14 of the Plan,
the Company (or Subsidiary or affiliate, as the case may be) has the right to
require the Participant to remit to the Company (or Subsidiary or affiliate, as
the case may be) in cash an amount sufficient to satisfy any income tax, social
insurance contributions, payroll tax or other tax-related withholding related
to the RSUs (“Tax-Related Items”). 
Regardless of any action the Company (or Subsidiary or affiliate) takes
with respect to any or all Tax-Related Items, the Participant has the ultimate
liability for all Tax-Related Items legally due by the Participant and remains
responsible for payment of same.  The
Company or Subsidiary (or affiliate): (1) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the RSUs, including the grant or vesting of the RSUs, the
subsequent holding or sale of Shares acquired pursuant to the RSUs and the
receipt of any dividends or Dividend Equivalents; and (2) does not commit to
structure the terms of the grant or any aspect of the RSUs to reduce or
eliminate the Participant’s liability for Tax-Related Items.  (b) The Participant shall pay or make
adequate arrangements satisfactory to the Company and/or the Subsidiary (or
affiliate) to satisfy all withholding obligations of the Company and/or the
Subsidiary (or affiliate) within 90 days after the vesting, assignment or
release of the RSU or the receipt of a benefit in money or money’s worth in
respect of the RSU (the “Due Date”). 
With the approval of the Administrator and if permissible under local
law, the Participant may elect to have the Company withhold from delivery
Shares or may deliver Shares to the Company, in each case, having a value equal
to the aggregate required minimum Tax-Related Items withholding to be collected
by the Company or any Subsidiary or affiliate thereof.  Such Shares shall be valued at their Fair
Market Value on the date on which the amount of tax to be withheld is
determined.  The Participant agrees to
allow the Company and/or the Subsidiary (or affiliate) to withhold all
applicable Tax-Related Items legally payable by the Participant from any salary
or other payment payable by the Company and/or the Subsidiary (or affiliate) at
any time after any Tax-Related Item becomes payable or from the proceeds of the
sale of the Shares.  Alternatively, or in
addition, if permissible under local law, to the extent that Participant is
unable to otherwise pay the Tax-Related Items withholding, the Participant
agrees that the Company may sell or arrange for the sale of Shares that the
Participant acquires pursuant to the RSUs to meet the withholding obligation
for Tax-Related Items; and/or withhold from delivery Shares having a value
equal to the aggregate required minimum Tax-Related Items withholding.  Finally, the Participant shall pay to the
Company or the Subsidiary (or affiliate) any amount of Tax-Related Items that
the Company or the Subsidiary (or affiliate) may be required to withhold as a
result of the Participant’s participation in the Plan that cannot be satisfied
by the means previously described.  If
payment or withholding is not made by the Due Date and assuming that
Participant is not an executive officer of the Company as the term is used in
Section 402 of the U.S. Sarbanes-Oxley Act of 2002, the amount of the
uncollected tax shall constitute a full recourse loan owed by the Participant
to the local employer, effective on the Due Date of the tax withholding.  The Participant agrees that the loan will
bear interest at a fixed rate based on the market rate on the date the loan is
made and it will be due and repayable to the Company and/or the local employer
six months from the date the loan is made. 
Payment may be made by any means referred to above as long as any Shares
withheld do not exceed minimum required tax withholding amounts.  If any of the foregoing methods of collection
are not allowed under applicable law or if the Participant fails to comply with
his or her obligations in connection with the Tax-Related Items as described in
this paragraph, the Company may refuse to deliver the Shares.


 


8.               Incorporation of the Plan. 
The Plan, as it exists on the date of this Agreement and as amended from
time to time, is hereby incorporated by reference and made a part hereof, and
the RSU and this Agreement shall be subject to all terms and conditions of the
Plan.  In the event of any conflict
between the provisions of this Agreement and the provisions 


 


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of the Plan, the terms of the Plan shall control,
except as expressly stated otherwise. 
The term “Section “ generally refers to provisions within the Plan,
provided, however, that the term “Paragraph” shall refer to a provision of this
Agreement.


 


9.               Nature of Grant.  (a) The Plan
is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan and this Agreement;  (b) The grant of the RSUs is voluntary and
occasional and does not create any contractual or other right to receive future
grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted
repeatedly in the past; (c) All decisions with respect to future RSU grants, if
any, will be at the sole discretion of the Company; (d) Participation in the
Plan is voluntary; (e) The RSUs are an extraordinary item that do not
constitute compensation of any kind for services of any kind rendered to the Company
or the subsidiary (or affiliate), and which is outside the scope of the
Participant’s employment contract, if any; (f) The RSUs are not a part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; (g) The future value of the Shares underlying the
RSUs is unknown and cannot be predicted with certainty; (h) If the Participant
obtains Shares pursuant to the RSUs, the value of those Shares may increase or
decrease in value; (i) In consideration of the grant of the RSUs, no claim or
entitlement to compensation or damages shall arise from termination of the RSUs
or diminution in value of the RSUs or Shares obtained pursuant to the RSUs
including (without limitation) any claim or entitlement resulting from
termination of the Participant’s active employment by the Company or the
Subsidiary (or affiliate) (for any reason whatsoever and whether or not in
breach of local labor laws) and the Participant hereby releases the Company and
the Subsidiary (or affiliate) from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by signing this Agreement, the Participant
shall be deemed irrevocably to have waived the Participant’s entitlement to
pursue such claim; and (j) Notwithstanding any terms or conditions of the Plan
to the contrary, in the event of involuntary termination of the Participant’s
employment (whether or not in breach of local labor laws), the Participant’s
right to receive the RSUs and vest in RSUs under the Plan, if any, will
terminate effective as of the date that the Participant is no longer actively
employed and will not be extended by any notice period mandated under local
law; furthermore, in the event of involuntary termination of employment
(whether or not in breach of local labor laws), the Participant’s right to vest
in the RSUs after termination of employment, if any, will be measured by the
date of termination of the Participant’s active employment and will not be
extended by any notice period mandated under local law.


 


10.         Data Privacy.  The Participant
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Participant’s personal data by and among, as
applicable, the Company and the Subsidiary and affiliates for the exclusive
purpose of implementing, administering and managing the Participant’s
participation in the Plan.  The
Participant hereby understands that the Company and the Subsidiary (or
affiliates) hold certain personal information about the Participant, including,
but not limited to, the Participant’s name, home address and telephone number,
date of birth, social insurance number or other identification number, salary,
nationality, job title, any Shares of stock or directorships held in the
Company, details of all options or any other entitlement to Shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the purpose of implementing, administering and
managing the Plan (“Data”).  The
Participant hereby understands that Data may be transferred to any third
parties assisting in the implementation, administration and management of the
Plan, that these recipients may be located in the Participant’s country or
elsewhere (including countries outside of the European Union), and that the recipient’s
country may have different data privacy laws and protections than the
Participant’s


 


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country.  The
Participant hereby understands that the Participant may request a list with the
names and addresses of any potential recipients of the Data by contacting the
Participant’s local human resources representative.  The Participant authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom the
Participant may elect to deposit any Shares acquired pursuant to the RSUs.  The Participant hereby understands that Data
will be held only as long as is necessary to implement, administer and manage
the Participant’s participation in the Plan. 
The Participant hereby understands that the Participant may, at any
time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing the Participant’s local human resources representative.  The Participant hereby understands, however,
that refusing or withdrawing the Participant’s consent may affect the
Participant’s ability to participate in the Plan.  For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant
hereby understands that the Participant may contact the Participant’s local
human resources representative. The obligation of the Company to sell and
deliver any stock under these RSUs is specifically subject to all provisions of
the Plan and all applicable laws, rules, regulations and governmental and
stockholder approvals.


 


11.         Notices. Any notice by the Participant to the Company
hereunder shall be in writing and shall be deemed duly given only upon receipt
thereof by the Company at the address specified below. Any notice by the
Company to the Participant shall be in writing and shall be deemed duly given
if mailed to the Participant at the address last specified to the Company by
the Participant.


 




	
  If to the Company:

  	
   

  	
  Priceline.com
  Incorporated

  
	
   

  	
   

  	
  Attn: Human Resources
  Department

  
	
   

  	
   

  	
  800 Connecticut Avenue,

  
	
   

  	
   

  	
  Norwalk, Connecticut
  06854

  






 


12.         Non-solicitation. Commencing on the date of the Participant’s
cessation of employment with the Company or any Subsidiary or affiliate and
continuing for twelve (12) months thereafter, Participant (a) shall not
(whether for Participant’s own account or on behalf of any person, corporation,
partnership, or other business entity, and whether directly or indirectly)
solicit or endeavor to entice away from the Company or any Subsidiary or
affiliate, any employee or group of employees thereof and (b) shall not take
any action or make any statements, written or oral, which disparage or defame
the goodwill or reputation of the Company, its directors, officers or
employees.


 


13.         Agreement Not A Contract of Employment. 
Neither the Plan, the granting of the RSUs, this Agreement nor any other
action taken pursuant to the Plan shall constitute or be evidence of any agreement
or understanding, express or implied, that the Participant has a right to
continue to be employed by, or to provide services as a director, consultant or
advisor to, the Company, any Subsidiary or affiliate thereof for any period of
time or at any specific rate of compensation.


 


14.         Tax Representation.  The
Participant has reviewed with his or her own tax advisors any applicable taxes
consequences, including Dutch, U.S. or worldwide, of the transactions
contemplated by this Agreement. The Participant is relying solely on such
advisors and not on any statement or representations of the Company or any of
its agents.  The Participant understands
that he or she (and not the Company) shall be responsible for any tax liability
that may arise as a result of the transaction contemplated by the 


 


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                        Agreement.


 


15.         Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the RSUs granted under the Plan, or future
awards that may be granted under the Plan, by electronic means or to request
the Participant’s consent to participate in the Plan by electronic means.  The Participant hereby consents to receive
such documents by electronic delivery and, if requested, agrees to participate
in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


16.         Governing Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Delaware, without reference to
its principles of conflicts of law.


 


By electronically
signing this Agreement on the broker’s website, the Participant accepts and
agrees to all of the foregoing terms and provisions and to all of the terms and
provisions of the Plan, as amended from time to time, incorporated herein by
reference and confirms that he or she has received a copy of the Plan as in
effect on the date hereof.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by a duly authorized
representative and the Participant has hereunto set his hand as of the date set
forth above.


 


PRICELINE.COM INCORPORATED


 


Jeffery Boyd 

Chief Executive Officer


 


 


	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


 


 


Telephone No.: 


Identification No.: 


 


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