Exhibit 10.4


 


EMPLOYMENT CONTRACT


 


The
undersigned:


 


BOOKINGS EUROPE B.V., a private limited liability company (‘besloten vennootschap met beperkte
aansprakelyheid’), having its registered office at Weteringschans 28,1017 SG
Amsterdam, the Netherlands (‘Bookings’),
duly represented by C.P.H.M. Koolen;


 


and


 


Stoffer
Anko Norden, residing in the Netherlands, (‘Employee’);


 


Whereas:


 


•          Employee has
been employed by Bookings as of August 1st 2003.


 


•          Bookings has
recently been acquired by a subsidiary of US based Priceline.com Incorporated.


 


•          Employee agrees
to continue employment with Bookings, subject to the terms and conditions set
forth herein.


 


Hereby
agrees as follows:


 


1.         Commencement, Term and Notice


 


1.1.      This employment contract is a continuation of the
employment contract referred to in the first recital
and is entered into for an indefinite period of time.


 


1.2.      The employment contract may be terminated by either
party with due observance of the statutory notice period. Notice may be given
in writing only.


 


1.3.      The employment contract will end in any event without
notice being required at the end of the month in which Employee reaches the age
of 65.


 


2.         Change of Employment Terms


 


2.1.      Bookings may unilaterally amend the employment terms in
this contract if it has a weighty reason to do so and provided Employee’s
interests, insofar as they are harmed by such change, must yield thereto in
accordance with the principle of reasonableness and fairness.


 





















 


3.         Employee Manual


 


3.1.      Employee acknowledges receipt of Bookings’ Employee
Manual, the provisions of which form an integral part of this employment
contract.


 


4.         Position


 


4.1.      Employee will hold the position of Managing Director
and reports to Andy Phillipps.


 


4.2.      Employee may be assigned to work for a Bookings
affiliate 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 workweek is a 5 days, 40 hours week.


 


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


 


6.         Salary


 


6.1.      Employee will receive a gross monthly base salary of
EUR 14.818,67 on the basis of a 40 hours workweek.


 


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.      Employee’s participation in Bookings’ bonus plans, as
applicable from time to time, and any grant of bonuses thereunder is entirely
at Bookings’ discretion.  The grant of a
bonus in any given year or during several years shall not create a precedent
for any subsequent years.


 


7.         Expenses


 


7.1.      Bookings 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
itemised 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 0.18 per
kilometre along the most customary route, subject to a maximum of EUR 135 per
month (applicable rates in 2005).


 


8.2.      Bookings is entitled to unilaterally change the
allowance under Article 8.1 in the event of an adjustment thereof under
tax law.


 


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9.         Pension


 


9.1.      For the duration of the employment contract, Employee
will be entitled to participate in Bookings’ pension plan, if and as soon as
Employee meets the relevant requirements. If and insofar as tax law and/or
pension law are amended, Bookings will be entitled to unilaterally adapt the
pension plan to bring it into compliance with such amendments.


 


10.      Holidays


 


10.1.    Employee will be entitled to 26 days’ holiday each
calendar year. If Employee performed work during only a part of the year, the
number of days’ holiday will be reduced pro rata.


 


10.2.    Days’ holidays are set by Bookings after consultation
with Employee.


 


10.3.    Days’ holiday must be taken as much as possible in the
year in which they are accrued. A maximum of five days may be carried forward
to the next 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 Bookings thereof
before 9arn on the first day of illness or incapacity, stating the reasons, 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 Bookings 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
70% of Employee’s most recent gross 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 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
Bookings with all relevant information and do everything in Employee’s power to
enable Bookings to exercise its right of recourse pursuant to Article 6:107a
Dutch Civil Code.


 


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12.      Confidentiality


 


12.1.    Neither during the term of the employment contract 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 Bookings 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.


 


12.2.    Notwithstanding the provisions of Article 7:650(3),
(4) and (5) Dutch Civil Code, if Employee violates Article 12.1,
Employee will forfeit to Bookings an immediately due and payable penalty of EUR
2,500 for each violation, as well as a penalty of EUR 500 for each day the
violation continues, without prejudice to Bookings’ right to claim full compensation
instead of such penalties.


 


13.      Non Competition


 


13.1.    For a period of 12 months after termination, Employee
may not, without Bookings’ prior written consent


 


(i)        engage in any activities that in any way, directly or
indirectly, compete with Bookings or its affiliates, 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;


 


(ii)       directly or indirectly induce employees of Bookings or
its affiliates to terminate their employment contracts with Bookings or its
affiliates;


 


(iii)      directly or indirectly, solicit, assist in soliciting,
accept or facilitate the acceptance of the custom or business of firms that or
individuals who were clients, customers or other business relations of Bookings
or its affiliates at the time of termination, or at any time during the 2 year
period preceding termination;


 


(iv)      in relation to any contract or arrangement which
Bookings 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 Bookings.


 


13.2.    Notwithstanding the provisions of Article 7:650(3),
(4) and (5) Dutch Civil Code, if Employee violates Article 13.1,
Employee will forfeit to Bookings an immediately due and payable penalty of EUR
2,500 for each violation, as well as a penalty of EUR 500 for each day the
violation continues, without prejudice to Bookings’ right to claim full
compensation instead of such penalties.


 


13.3.    Upon each breach of Article 13.1, the period
referred to therein will be extended by the duration of such breach.


 


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14.      Sidelines


 


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


 


14.2.    During the term of the employment contract, Employee
must refrain from undertaking or holding any sidelines or additional posts,
such as committee work, managerial or other activities for organisations of an
idealistic, cultural, sporting, political or other nature, whether or not for
consideration, without Bookings’ prior written consent.


 


15.      Return of Property


 


15.1.    Upon termination of the employment contract, Employee
shall immediately return to Bookings all property belonging to Bookings,
including materials, documents and information copied in any form whatsoever.


 


16.      Intellectual and Industrial Property Rights


 


16.1.    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 employment contract
(collectively: ‘Intellectual Property Rights’)
will exclusively vest in Bookings.


 


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


 


16.3.    Insofar as any Intellectual Property Rights are not
capable of being transferred from Employee to Bookings, Employee hereby grants
Bookings 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 Bookings.


 


16.4.    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’).


 


16.5.    Employee shall promptly disclose all works, inventions,
information, Intellectual Property Rights and other results from the work
performed by Employee under this employment contract to Bookings.


 


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16.6.    Employee shall upon Bookings’ request, during or after
this employment contract, perform all acts that may be necessary in order to
record the Intellectual Property Rights in the name of Bookings with any
competent authority in the world. Reasonable costs thereof will be borne by
Bookings.


 


16.7.    In case Employee, for any reason, is unable to provide
the cooperation in accordance with article 16.2 and 16.6, Employee hereby
grants Bookings irrevocable power of attorney to represent Employee with
respect to the assignment and registration of Intellectual Property Rights
referred to in article 16.2 and 16.6.


 


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


 


17.      Applicable Law


 


17.1.    This employment contract and its annexes shall be
governed by the laws of the Netherlands.


 


 


Drawn up
in duplicate originals and signed in Amsterdam on 14 July, 2005


 


 


	
  /s/ C.P.H.M. Koolen

  	
   

  	
  /s/ Stef Norden

  	
   

  
	
  Bookings BV

  	
  [employee]

  
	
  [Name]

  	
   

  
	
  [Position]

  	
   

  



 


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