Exhibit 10.1


 


PRICELINE.COM
INCORPORATED 1999 OMNIBUS PLAN


 


PERFORMANCE SHARE UNIT
AGREEMENT


 


THIS PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made as of the
1st day of December, 2007 by and between priceline.com Incorporated, a Delaware
corporation, with its principal United States office at 800 Connecticut Avenue,
Norwalk, Connecticut 06854, and [name of
participant] (the “Participant”).


 


WITNESSETH:


 


Pursuant to terms of the priceline.com Incorporated 1999 Omnibus Plan
(the “Plan”), the Board of Directors of the Company (the “Board”) has
authorized this Agreement.  The
Participant has been granted as of December 1, 2007 (the “Grant Date”), subject
to execution of this Agreement and simultaneously herewith, a Non-Competition
and Non-Solicitation Agreement, attached hereto as Appendix A, the
number of performance share units (the “Performance Share Units”) set forth
below.  Unless otherwise indicated, any
capitalized term used herein, but not defined herein, shall have the meaning
ascribed to such term in the Plan.  The
Performance Share Units comprising this award may be recorded in an unfunded
Performance Share Unit account in the Participant’s name maintained by the
Company.  The Participant will have no
rights as a stockholder of the Company by virtue of any Performance Share Unit
awarded to him until shares of Stock (as defined below), if any, are issued to
the Participant as described in this Agreement.


 


1.             Definitions


 


(a)           “Adjusted EBITDA” shall
mean priceline.com International Limited’s operating income before interest,
taxes, depreciation and amortization (including amortization of acquisition
related intangibles), adjusted to exclude the impact of stock-based
compensation expense.  The Committee
shall have the authority to make equitable adjustments to the Adjusted EBITDA
in recognition of unusual or non-recurring events affecting the financial
results of priceline.com International Limited, or  in response to changes in laws or regulations, or to account
for items of gain, loss or expenses determined to be extraordinary or unusual
in nature or infrequent in occurrence, or related to the acquisition of a
business or the disposition of a business or a segment of a business, or
related to a change in accounting principles.


 


(b)           “Change in Control” shall
have the meaning given such term under Section 3(i).


 


(c)           “Change in Control
Period” shall mean the period commencing on the effective date of the Change in
Control and ending on the date immediately prior to the date which is six (6)
months after the effective date of the Change in Control.


 


(d)           “Company” shall mean
priceline.com Incorporated, any of its subsidiaries or affiliates.


 


(e)           “Continuous Service”
shall mean the Participant’s service with the Company or any Subsidiary or
Affiliate whether as an employee, director or consultant, which is not
interrupted or terminated.


 






Confidential
Treatment requested by priceline.com incorporated — confidential portions of
this document have been redacted and have been separately filed with the commission.


 

















 


(f)            “Cumulative Adjusted
EBITDA” shall mean the adjusted EBITDA during the Performance Period,
calculated on a cumulative basis, net of any losses.


 


(g)           “Determination Date”
shall mean March 1, 2011.


 


(h)           “Disability” shall mean
(i) any physical or mental condition that would qualify a Participant for a
disability benefit under any long-term disability plan maintained by the
Company and applicable to him or her, (ii) if there is no such plan, such
condition provided in any applicable governmental statute or regulation that
constitutes a Disability, or (iii) if there is no such applicable statute or
regulation, such other condition as may be determined by the Committee in its
sole discretion to constitute a Disability.


 


(i)            “Performance Period”
shall mean the period commencing on January 1, 2008 and ending on December 31,
2010.


 


(j)            “Plan Year” shall mean
the calendar year.


 


(k)           “Stock” shall mean
shares of common stock, par value $0.008, of the Company.


 


(l)            “Target Amount” shall
have the meaning given such term under Section 2.


 


(m)          “Vesting Factor” means
the factor by which to multiply the Target Amount determined in accordance with
the following table:


 


	
  If the
  Cumulative Adjusted EBITDA Range

  for the Performance Period is:

  	
   

  	
  Then
  the Vesting Factor or Vesting Factor

  Range is:

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  



 


Notwithstanding any other provision of this Agreement
to the contrary, the Committee, in its sole discretion, may adjust the terms of
the table set forth above in connection with the acquisition of a business or
the disposition of a business or a segment of a business.


 


2.             The
Grant


 


Subject to the terms and conditions set forth herein, the Participant
is granted [number of units] Performance Share Units as of the Grant Date (the “Target
Amount”).


 


3.             Vesting;
Effect of Termination of Continuous Service; Change in Control


 


(a)           Vesting at End of
Performance Period.  If the
Participant remains in Continuous Service through and including the Determination
Date, then the Participant shall be entitled to


 






[***] = CONFIDENTIAL material
redacted and filed separately with the commission.


 


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receive a number of
shares of Stock determined by multiplying the Target Amount by the Applicable
Vesting Factor.  The “Applicable Vesting
Factor” shall be equal to either (i) the sole Vesting Factor that corresponds
to the applicable Cumulative Adjusted EBITDA Range set forth in the table in
Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the
sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range
that corresponds to the applicable Cumulative Adjusted EBITDA Range set forth
in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor
Increase.  The “ProRata Vesting Factor
Increase” is the quotient of (1) the excess of the actual Cumulative Adjusted
EBITDA over the lowest Cumulative Adjusted EBITDA in the applicable Cumulative
Adjusted EBITDA Range set forth in the table in Section 1(m) above, divided by
(2) the result of a fraction, the numerator of which is the difference between
the lowest and highest Cumulative Adjusted EBITDA within such applicable
Cumulative Adjusted EBITDA Range, and the denominator of which is the
difference between the lowest and highest applicable Vesting Factor in the
applicable Vesting Factor Range set forth in the table in Section 1(m)
above.  All shares of Stock to be issued
to the Participant under this Section 3(a), if any, shall be issued to the
Participant as soon as practicable after the Determination Date but in no event
later than March 15, 2011.  If the
Participant becomes entitled to any shares of Stock under this Section 3(a), he
shall not be entitled to receive any shares of Stock under any other subsection
of this Section 3.


 


(b)           Termination for
Cause.  If, prior to the
Determination Date, the Participant’s Continuous Service is (i) terminated by
the Company  for Cause or (ii)
voluntarily terminated by the Participant other than on account of death or Disability prior to March 1,
2011, then the Participant shall receive no shares of Stock under this
Agreement.


 


(c)           Pre-2009 Termination
Without a Change in Control.  Subject
to Section 3(e), if, on or prior to December 31, 2008, the Participant’s
Continuous Service is terminated by the Company other than for Cause or by the
Participant on account of death or Disability, then the Participant (or the
Participant’s designated beneficiary in the event of the Participant’s death)
shall receive a number of shares of Stock equal to the Target Amount,
multiplied by a fraction, the numerator of which is the number of full months
completed since January 1, 2008 as of the date of such termination, and the
denominator of which is 36.


 


(d)           Post-2008
Termination Without a Change in Control. 
Subject to Section 3(f), if, after December 31, 2008, but prior to the
Determination Date and prior to a Change in Control, the Participant’s
Continuous Service is terminated by the Company other than for Cause or by the
Participant on account of death or Disability, then the Participant’s
Performance Share Unit number shall be determined (or that of the Participant’s
designated beneficiary in the event of the Participant’s death) in accordance
with Exhibit 1, and the Participant shall at the time of such
termination be vested in a number of shares of Stock determined by the product
of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the
numerator of which is the number of full months completed since January 1, 2008
as of the date of such termination, and the denominator of which is 36.  All shares of Stock to be issued to the
Participant under this Section 3(d), if any, shall be issued to the Participant
as soon as practicable after the Participant’s Continuous Service terminates
but in no event later than March 15 of the calendar year following the calendar
year in which the Participant’s Continuous Service terminates.  If the Participant becomes entitled to any
shares of Stock under this Section 3(d), he shall not be entitled to receive
any shares of Stock under any other subsection of this Section 3.


 


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(e)           Pre-2009 Change in
Control Without Termination.  If
there is a Change in Control on or prior to December 31, 2008, and the
Participant remains in Continuous Service through the date which is six (6)
months after the effective date of the Change in Control (“Six-Month Date”),
then the Participant shall be vested in a number of shares of Stock equal to
the Target Amount, multiplied by a fraction, the numerator of which is the
number of full months completed since January 1, 2008 as of the Six-Month Date,
and the denominator of which is 36.


 


(f)            Post-2008 Change in
Control Without Termination.  If
there is a Change in Control after December 31, 2008, but prior to the
Determination Date, and the Participant remains in Continuous Service through
the Six-Month Date, then the Participant’s Performance Share Unit number shall
be determined in accordance with Exhibit 1, and the Participant shall on
such Six-Month Date be vested in a number of shares of Stock determined by the
product of (i) such Performance Share Unit number, multiplied by (ii) a
fraction, the numerator of which is the number of full months completed since
January 1, 2008 as of the date of the Six-Month Date, and the denominator of
which is 36.  Thereafter, the Participant
shall become vested as of the Determination Date in a number of shares of Stock
equal to the product of the Target Amount, multiplied by the fraction resulting
from one (1) minus the fraction set forth in Section 3(f)(ii) of this
paragraph, provided that, in the event that the Participant’s Continuous
Service is terminated prior to the Determination Date by the Company other than
for Cause or by the Participant on account of death or Disability, the
Participant shall be vested in a number of shares of Stock equal to the number
of remaining Performance Share Units, multiplied by a fraction, the numerator
of which is the number of full months that have been completed during the
period commencing on the Six-Month Date and ending on the date of such
termination, and the denominator of which is the number of full months during
the period commencing on the Six-Month Date and ending on the Determination
Date.  Notwithstanding any provision
hereof, to the extent that cash is substituted for all or part of any
Performance Share Unit incident to the Change in Control, then each such Performance
Share Unit shall to that extent be immediately vested upon the Change in
Control.  All shares of Stock (or any
cash substituted therefore) to be issued to the Participant under this Section
3(f), if any, shall be issued to the Participant as soon as practicable after
such Six-Month Date occurs but in no event later than March 15 of the calendar
year following the calendar year in which the Six-Month Date occurs. If the
Participant becomes entitled to any shares of Stock or cash under this Section
3(f), he shall not be entitled to receive any shares of Stock under any other
subsection of this Section 3.


 


(g)           Termination During a
Pre-2009 Change in Control Period. 
If there is a Change in Control on or prior to December 31, 2008, and
the Participant’s Continuous Service is terminated by the Company other than
for Cause or by the Participant on account of death or Disability during the
Change in Control Period, then the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) shall receive a number of
shares of Stock equal to the Target Amount, multiplied by a fraction, the
numerator of which is the number of full months completed since January 1, 2008
as of the date of such termination, and the denominator of which is 36.


 


(h)           Termination During a
Post-2008 Change in Control Period. 
If there is a Change in Control after December 31, 2008, but prior to
the Determination Date, and the Participant’s Continuous Service is terminated
during the Change in Control Period  by
the Company other than for Cause or by the Participant on account of death or
Disability, then the Participant’s Performance Share Unit number (or that of
the Participant’s designated beneficiary in the event


 


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of the Participant’s
death) shall be determined in accordance with Exhibit 1, and the
Participant shall be vested at the time of such termination in the sum of (i) a
number of shares of Stock determined by multiplying such Performance Share Unit
number by a fraction, the numerator of which is the number of full months
completed since January 1, 2008 as of the date of such Change in Control, and
the denominator of which is 36, and (ii) a number of shares of Stock equal to
the product of the Target Amount, multiplied by the fraction resulting from one
(1) minus the fraction set forth in Section 3(h)(i) of this paragraph.  All shares of Stock to be issued to the
Participant under this Section 3(h) as a result of the Participant’s
termination of Continuous Service on or prior to the Change in Control, if any,
shall be issued to the Participant no later than March 15 of the calendar year
following the calendar year in which the effective date of the Change in
Control occurs.  All shares of Stock to
be issued to the Participant under this Section 3(h) as a result of the
Participant’s termination of Continuous Service after the effective date of the
Change in Control, if any, shall be issued to the Participant as soon as
practicable after the Participant’s Continuous Service terminates but in no event
later than March 15 of the calendar year following the calendar year in which
the Participant’s Continuous Service terminates.  If the Participant becomes entitled to any
shares of Stock under this Section 3(h), he shall not be entitled to receive
any shares of Stock under any other subsection of this Section 3.


 


(i)            For purposes of this
Agreement, the term “Change in Control” shall mean 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
Grant Date, 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 Grant Date, 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


 


5

















 


“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


 


(iv)          the stockholders of the
Company approve a plan of complete liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, 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.


 


(j)            For the purposes of
Section 3(i) (and with respect to Section 3(i)(i), for purposes of Section
1(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 U.S. 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 13d3 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


 


6

















 


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 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.


 


4.             Nontransferability
of Grant


 


Except as otherwise provided herein or in the Plan, no Performance
Share Units shall be assigned, negotiated, pledged, or hypothecated in any way
or be subject to execution, attachment or similar process.  No transfer of the Participant’s rights with
respect to such Performance Share Units, whether voluntary or involuntary, by
operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such
rights, such Performance Share Units, and all of the rights related thereto,
shall be forfeited by the Participant.


 


5.             Distribution
and Voting Rights


 


Performance Share Units shall have no distribution, dividend or voting
rights.


 


6.             Stock;
Adjustment Upon Certain Events


 


(a)           Stock to be issued
under this Agreement, if any, shall be made available, at the discretion of the
Board, either from authorized but unissued Stock, from issued Stock reacquired
by the Company or from Stock purchased by the Company on the open market
specifically for this purpose.


 


(b)           The existence of this
Agreement and the Performance Share Units granted hereunder shall not affect in
any way the right or power of the Board or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, any merger or
consolidation of the Company or any affiliate, any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock, the
authorization or issuance of additional shares of Stock, the dissolution or
liquidation of the Company or any affiliate or sale or transfer of all or part
of the assets or business of the Company or any affiliate, or any other
corporate act or proceeding.


 


(c)           If an acquiring entity
does not agree to the continuation and future vesting of the Performance Share
Units hereunder and other conditions that apply in the event of a Change in
Control, then the number of Performance Share Units granted hereunder shall be
fully vested upon a Change in Control.


 


(d)           In the event of any
dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, Stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange, or
other similar corporate transaction or event that affects the Stock such that
an adjustment is required in order to prevent dilution or enlargement of the
rights of holders of Performance Share Units under the Plan, then the Committee
shall make such equitable changes or adjustments to any or all of (i) the
number


 


7

















 


and kind of shares of
Stock or other property (including cash) that may thereafter be issued in
connection with the Performance Share Units granted under the Plan, (ii) the
number and kind of shares of Stock or other property (including cash) issued or
issuable in respect of outstanding Performance Share Units, (iii) performance
targets, and (iv) any individual limitations applicable to the Performance
Share Units granted under the Plan.


 


7.             Determinations


 


The Committee shall determine the extent to which an award has been
earned, if at all, in accordance with Section 3 of this Agreement on or prior
to the Determination Date.  Such
determination and all other determinations, interpretations or other actions
made or taken pursuant to the provisions of this Agreement by the Committee or
the Board in good faith shall be final, conclusive and binding for all purposes
and upon all persons, including, without limitation, the Participant and the Company,
and their respective heirs, executors, administrators, personal representatives
and other successors in interest.  In
addition, the Chairperson of the Committee is hereby authorized to make any
determination with respect to an award’s vesting and payment in the event of
the termination of the Participant’s Continuous Service pursuant to Sections
3(b), 3(c), or 3(d) of this Agreement, and such determination shall be likewise
conclusive and binding.


 


8.             Other
Conditions


 


The transfer of any Stock under this Agreement, if any, shall be
effective only at such time as counsel to the Company shall have determined
that the issuance and delivery of such Stock is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which Stock is traded.


 


9.             Withholding
Taxes


 


The Participant shall be liable for any and all taxes and contributions
of any kind required by law to be withheld with respect to the delivery of any
shares of Stock under this Agreement. 
The Participant agrees that the Participant’s employer may, in its
discretion, (a) require the Participant to remit to the Company on the date on
which the Participant becomes the owner of shares of Stock under this Agreement
cash in an amount sufficient to satisfy all applicable required withholding
taxes and social security contributions related to such vesting, (b) deduct
from his regular salary payroll cash, on a payroll date coincident with or
following the date on which the Participant becomes the owner of shares of
Stock under this Agreement, in an amount sufficient to satisfy such
obligations, or (c) withhold from the total number of shares of Stock the
Participant is to receive on a determination date a number of shares that has a
total value equal to the amount necessary to satisfy any and all such
withholding tax obligations.


 


10.           Distribution
of Stock


 


Subject to Section
8, as soon as administratively practicable after the time the Participant
becomes entitled to receive shares of Stock, if any, under this Agreement, (but
in no event later than the time periods described in Sections 3(a) through
3(h), as the case may be) the Company shall cause the Participant to be the
record owner of such shares of Stock.


 


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11.           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 Performance Share Units 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 of the Plan, the terms of the Plan shall control, except as
expressly stated otherwise.


 


12.           Electronic
Delivery


 


The Company may, in its sole discretion, deliver any documents related
to the Performance Share Units and the Participant’s participation in 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.


 


13.           Nature
of Grant


 


The Participant acknowledges and agrees that: (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;
(b) the grant of Performance Share Units is voluntary and occasional and does
not create any contractual or other right to receive future grants of
Performance Shares Units, or benefits in lieu of Performance Shares Units, even
if Performance Shares Units have been granted repeatedly in the past; (c) all
decisions with respect to future Performance Shares Unit grants, if any, will
be at the sole discretion of the Company; (d) participation in the Plan is voluntary;
(e) the Performance Shares Units 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; (f) the future value of the underlying shares of Stock is
unknown and cannot be predicted with certainty; and (g) in consideration of the
grant of Performance Shares Units, no claim or entitlement to compensation or
damages shall arise from termination of the Performance Shares Units or
diminution in value of the Performance Shares Units or shares received upon
vesting including (without limitation) any claim or entitlement resulting from termination
of the Participant’s Continuous Service by the Company or a 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 its
Subsidiaries and Affiliates 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.


 


14.           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 its Subsidiaries and
Affiliates, namely priceline.com Incorporated (located in the United States of
America), priceline.com International Limited (located in the United Kingdom), 


 


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Booking.com Ltd. (located in the United Kingdom), and
Booking.com B.V. (located in The Netherlands), for the exclusive purpose of
implementing, administering and managing the Participant’s participation in the
Plan.  The Participant hereby understands
that the Company and its Subsidiaries and Affiliates hold (but only process or
transfer to the extent required or permitted by local law) the following
personal information about the Participant: 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 Performance Share Units 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, including Computershare Limited (located in the United States of
America), Mellon Investor Services (located in the United States of America),
and Morgan Stanley (located in the United States of America), that these
recipients may be located in the Participant’s country or elsewhere (including
countries outside of the European Union such as the United States of America),
and that the recipient’s country may have different data privacy laws and
protections than the Participant’s 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 upon vesting of the
Performance Share Unit.  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
and in accordance with local law.  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.


 


15.           Miscellaneous


 


(a)           This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, personal legal representatives, successors, trustees,
administrators, distributees, devisees and legatees.  The Company shall assign to, and require, any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree in writing to perform this
Agreement.  Notwithstanding the
foregoing, this Agreement may not be assigned by the Participant.


 


(b)           The Participant
acknowledges that the Company intends for the information contained in Section
1(m) and Exhibit 1 hereof to remain confidential.  Notwithstanding any other provision hereof,
the Participant’s entitlement to any award or payment hereunder is


 


10

















 


contingent upon the
Participant maintaining the confidentiality of the information contained in
Section 1(m) and Exhibit 1.  The
Participant agrees that he or she shall not disclose or cause the disclosure of
such information and shall hold such information confidential.


 


(c)           No modification or
waiver of any of the provisions of this Agreement shall be effective unless in
writing and signed by the party against whom it is sought to be enforced; provided,
however, that, notwithstanding any other provision of this Agreement or the
Plan to the contrary, the parties shall in good faith amend this Agreement to
the limited extent necessary to comply with the requirements under Section 409A
of the U.S. Internal Revenue Code of 1986, as amended, in order to ensure that
any amounts paid or payable hereunder are not subject to the additional 20%
income tax thereunder while maintaining to the maximum extent practicable the
original intent of this Agreement.


 


(d)           This Agreement may be
executed in one or more counterparts, all of which taken together shall
constitute one agreement.


 


(e)           The failure of any
party hereto at any time to require performance by another party of any
provision of this Agreement shall not affect the right of such party to require
performance of that provision, and any waiver by any party of any breach of any
provision of this Agreement shall not be construed as a waiver of any
continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right under this Agreement.


 


(f)            The headings of the
sections of this Agreement have been inserted for convenience of reference only
and shall in no way restrict or modify any of the terms or provisions hereof.


 


(g)           The Company shall pay
all fees and expenses necessarily incurred by the Company in connection with
this Agreement and will from time to time use its reasonable efforts to comply
with all laws and regulations which, in the opinion of counsel to the Company,
are applicable thereto.


 


(h)           All notices, consents,
requests, approvals, instructions and other communications provided for herein
shall be in writing and validly given or made when delivered, or on the second
succeeding business day after being mailed by registered or certified mail,
whichever is earlier, to the persons entitled or required to receive the same,
at the addresses set forth at the heading of this Agreement or to such other
address as either party may designate by like notice.  Notices to the Company shall be addressed to
its principal office, attention of the Company’s General Counsel.


 


(i)            The Plan and this
Agreement constitute the entire Agreement and understanding between the parties
with respect to the matters described herein and supersede all prior and
contemporaneous agreements and understandings, oral and written, between the
parties with respect to such subject matter.


 


(j)            This Agreement shall
be governed and construed and the legal relationships of the parties determined
in accordance with the laws of the state of Delaware without reference to
principles of conflict of laws.


 


11

















 


(k)           The Company represents
and warrants that it is duly authorized by its Board and/or the Committee (and
by any other person or body whose authorization is required) to enter into this
Agreement, that there is no agreement or other legal restriction which would
prevent it from entering into, and carrying out its obligations under, this
Agreement, and that the officer signing this Agreement is duly authorized and
empowered to sign this Agreement on behalf of the Company.


 


 


[Signature
on the following page]


 


12

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


PRICELINE.COM INCORPORATED


 


Jeffery Boyd

Chief Executive Officer


 


ACCEPTANCE
OF AGREEMENT


 


The undersigned hereby (a) acknowledges
receiving a copy of the Plan, which has either been previously delivered or is
provided with this Agreement, and represents that he or she is familiar with
and understands all provisions of the Plan and this Agreement, (b) accepts the
Performance Share Units granted hereunder, (c) acknowledges the execution of a
Non-Competition and Non-Solicitation Agreement, attached hereto as Appendix
A, simultaneously herewith, and (d) explicitly consents to the transfer of
Data outside of the European Economic Area in accordance with the terms set
forth in Section 14 hereof.


 


 


	
  Date:

  	
   

  	
   

  	
  Participant:

  	
   

  	
   

  



 


13

















 


Exhibit 1


 


The Performance Share Unit number shall be determined in accordance
with the following chart.  Upon any date
of determination as set forth in the Agreement, the Participant’s Performance
Share Unit number shall be determined as of the most recently completed fiscal
quarter for the period commencing January 1, 2008.  Such Performance Share Unit number shall be
equal to the product of (1) the Target Amount, multiplied by either (2)(a) the
sole Mid-Period Vesting Factor under the column with the heading “Mid-Period
Vesting Factor Ranges” in the chart below corresponding to the applicable
Cumulative EBITDA Range per applicable quarter for which the determination is
made or (b) the sum of (i) the lowest Mid-Period Vesting Factor in the
applicable Mid-Period Vesting Factor Range corresponding to the applicable
Cumulative EBITDA Range per applicable quarter for which the determination is
made, plus (ii) the ProRata Mid-Period Vesting Factor Increase.


 


All amounts are in millions of Euros.


 


	
  Cumulative

  Adjusted

  EBITDA

  Ranges

  per

  specified

  quarter

  	
   

  	
  4th fiscal

  quarter

  completed

  since

  l/l/08

  	
   

  	
  5th fiscal

  quarter

  completed 

  since

  1/l/08

  	
   

  	
  6th fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  7th fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  8th fiscal

  quarter

  completed

  since

  l/l/08

  	
   

  	
  9th fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  10th fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  11th fiscal

  quarter

  completed

  since

  1/1/08

  	
   

  	
  Mid-

  Period

  Vesting

  Factor

  Ranges

  (Earned

  shares as a

  factor of the

  Target

  Amount)

  	
   

  
	
  Less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  More than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  More than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  More than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  More than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  But less than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Greater than

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


The “ProRata Mid-Period Vesting  Factor
Increase” means the quotient of (1) the increase in the Cumulative Adjusted
EBITDA within the specified range per the applicable quarter for which the
determination is made, divided by (2) the result of a fraction, the numerator
of which is the difference between the lowest and highest Cumulative Adjusted
EBITDA within such specified range per the applicable quarter for which the
determination is made, and the denominator of which is the difference between
the lowest and highest specified Mid-Period Vesting Factor for such quarter.


 






[***] = Confidential material
redacted and filed separately with the commission.


 


14