8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 25, 2005

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Connecticut Avenue, Norwalk, Connecticut		06854
(Address of principal office)		(zip code)

Registrant’s telephone number, including area code

(203) 299-8000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into Material Definitive Agreements.

In connection with a reorganization of priceline.com Incorporated’s (“priceline.com”) European operations as part of its acquisition of Bookings B.V., priceline.com International Limited (“Priceline.com International”), a newly formed, indirectly owned English subsidiary of priceline.com, named Dr. Andrew J. Phillipps as Chief Executive Officer for Priceline.com International and gave him responsibility for all of priceline.com’s European operations (including Active Hotels Limited (“AHL”) and Bookings B.V. (“Bookings”), indirectly owned subsidiaries of priceline.com).  Dr. Phillipps also serves as Chief Executive Officer of AHL.  In connection with the reorganization, Dr. Phillipps exchanged his equity arrangements with AHL into similar equity arrangements with Priceline.com International, the material terms of which are summarized below.

(a)Employment Agreement.

Term and Position.  The employment agreement by and between Dr. Phillipps and AHL, which was entered into in September 2004, does not have a fixed term and is terminable at will by either party upon six months written notice.  The agreement automatically terminates upon Dr. Phillipps reaching the age of 60.  The agreement with Dr. Phillipps provides for a salary of £110,000 per year (approximately $191,000), and that Dr. Phillipps will be eligible to receive a bonus payment up to £40,000 per year (approximately $69,000) as part of AHL’s annual bonus plan.

Other.  Dr. Phillipps’ employment agreement includes certain non-compete, non-solicitation and non-interference provisions.

(b)Equity Arrangements.

In connection with the reorganization of priceline.com’s European operations, Priceline.com International entered into certain equity arrangements with the managers of AHL (including Dr. Phillipps).  Dr. Phillipps held Series B ordinary shares in AHL for which he paid fair market value at the time of the acquisition of AHL by priceline.com in September 2004 (“Purchased Securities”) and also held certain Series B ordinary shares (the “Granted Securities”) which were granted to him at the same time at nominal value on the basis that such securities would be forfeited for a payment equal to their nominal value if they did not vest.  In connection with the reorganization and as described below, Dr. Phillipps acquired securities in the form of Series B ordinary shares of Priceline.com International (with such rights attaching to the securities, as were attached to his Series B ordinary shares in AHL) in exchange for the Purchased Securities and the Granted Securities.  As provided in the Articles of Association of Priceline.com International, the holders of the exchanged Purchased Securities of Priceline.com International have the right to put their shares to priceline.com (through a wholly (indirectly) owned subsidiary) and priceline.com (through a wholly (indirectly) owned subsidiary) has the right to call the exchanged Purchased Securities, in each case, at a purchase price reflecting the fair market value of the shares at the time of exercise.  Subject to certain exceptions, one-third of the exchanged Granted Securities will vest and be subject to the put and call options in each of 2005, 2006 and 2007, respectively, during the relevant annual option exercise period.The exchanged Granted Securities will not vest if the manager is not a “good leaver” or no longer a “group” employee at the vesting date.  “Good leaver” includes an employee terminated without cause after a change in control of priceline.com.

(i) Purchased Securities.  Dr. Phillipps exchanged 88,634 Series B ordinary shares of AHL into 88,634 Series B ordinary shares of Priceline.com International (representing approximately .93% of the issued capital of Priceline.com International).

(ii) Granted Securities.  Dr. Phillipps exchanged 4,727 Series B ordinary shares of AHL into 4,727 Series B ordinary shares of Priceline.com International (representing approximately .05% of the issued capital of Priceline.com International).

(iii) priceline.com Incorporated Stock Options.  On September 21, 2004, in connection with priceline.com’s acquisition of AHL, Dr. Phillipps was granted stock options to purchase 100,000 shares of priceline.com common stock with an exercise price of $19.50.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)Priceline.com International named Dr. Andrew J. Phillipps, age 36, as Chief Executive Officer for Priceline.com International and gave him responsibility for all of priceline.com’s European operations.  Dr. Phillipps is also Chief Executive Officer of Active Hotels Limited.  Dr. Phillipps is a founder of Active Hotels Limited and has been its Chief Executive Officer since 1999.  A description of Dr. Phillipps’ employment agreement is provided in Item 1.01 above and is incorporated into this Item 5.02(c) by reference.

Item 9.01Financial Statements and Exhibits

C.	Exhibits
	10.82 Employment Agreement, dated September 21, 2004, by and between Andrew J. Phillipps and Active

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Hotels Limited.

10.83 Subscription Letter for Purchased Securities, dated September 21, 2004.

10.84 Subscription Letter for Granted Securities, dated September 21, 2004.

10.85 Terms and Conditions of Participation in the priceline.com International Limited Management Incentive Plan, dated July 14, 2005, by and between Andrew J. Phillipps and priceline.com International Limited.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRICELINE.COM INCORPORATED
	By:	/s/ Jeffery H. Boyd
		Jeffery H. Boyd
		President and Chief Executive Officer
Dated: July 25, 2005

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Exhibit Index

Exhibit No.	Description
10.82	Employment Agreement, dated September 21, 2004, by and between Andrew J. Phillipps and Active Hotels Limited.
10.83	Subscription Agreement for Purchased Securities, dated September 21, 2004.
10.84	Subscription Agreement for Granted Securities, dated September 21, 2004.
10.85	Terms and Conditions of Participation in the priceline.com International Limited Management Incentive Plan, dated July 14, 2005, by and between Andrew J. Phillipps and priceline.com International Limited.

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EX-10.82

Exhibit 10.82

Andrew Phillipps

21 September 2004

Dear Andrew

TERMS AND CONDITIONS OF EMPLOYMENT

The following Terms and Conditions of Employment apply to your employment with Active Hotels Limited (“the Company”) as at the date of issue.  They are given to you pursuant to s.1 Employment Rights Act 1996.

1.Date of Commencement

Your employment under this Contract commenced on 21 September 2004 and will continue until terminated in accordance with paragraph 15 below.  Your period of continuous employment with the Company commenced on 1 October 1999.

2.Duties

2.1You are employed as a Chief Executive Officer in which capacity during working hours you shall devote all your time, attention and skill to your duties of employment. You shall faithfully and diligently perform such duties and exercise such powers consistent with them as may from time to time be assigned to you by the Company.

2.2You will perform all acts, duties and obligations and comply with such orders as may be designated by the Company and which are reasonably consistent with your job title. The Company may require you to undertake the duties of another position, either in addition to or instead of the above duties, it being understood that you will not be required to perform duties which are not reasonably within your capabilities.

2.3You shall obey the reasonable and lawful orders of the Board, given by or with the authority of the Board, and shall comply with all the Company’s rules, regulations, policies and procedures from time to time in force.

2.4The Company may require you (as part of your duties of employment) to perform duties or services not only for the Company but also for any Associated Company where such duties or services are of a similar status to or consistent with your position with the Company.  The Company may at its sole discretion assign your employment to any Associated Company on the same terms and conditions as set out, or referred to, in this letter.

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3.Hours of Work

3.1Normal working hours are Monday to Friday 9.00am to 5.00pm including one hour for lunch.  However, the Company reserves the right to change your start and finish times and the days upon which you work.

3.2You may also be required to work additional hours by way of overtime either as and when requested to do so by the Company or when the proper performance of your work so requires.  You will not be entitled to be paid extra remuneration for any such additional hours worked in excess of your basic weekly hours.

4.Place of Work

4.1Your place of work is the Company’s premises located at Cambridge, England, with occasional work to be carried out in London, England. However you may be required to work at any other premises which the Company currently has or may later acquire in the United Kingdom.

4.2You may also be required to undertake reasonable levels of travel within the UK and abroad for the performance of your duties.

5.Remuneration, Expenses and Deductions

5.1Your basic salary is £110,000 per annum (or such higher sum as the Company may subsequently determine and notify to you) payable by credit transfer monthly in arrears, less tax and NI contributions. Although the Company will review your basic salary annually, you have no entitlement to a salary increase in any year.

5.2You will be paid or reimbursed for any reasonable expenses properly incurred by you while performing your duties on behalf of the Company, subject to your producing receipts in respect of such expenses when requested by the Company, and subject to your compliance with the Company’s rules and policies relating to expenses.

5.3The Company shall be entitled at any time during your employment, or in any event on termination, to deduct from your remuneration hereunder any monies properly due from you to the Company including but not limited to any outstanding loans, advances, relocation expenses, training costs, the cost of repairing any damage or loss to the Company’s property caused by you (and of recovering the same), any sums due from you under paragraph 6.2 below and any other monies owed by you to the Company.

5.4The Executive shall also be entitled to receive by way of further remuneration a bonus of up to £40,000 per annum subject to reasonable performance targets being met and calculated in accordance with a formula to be set in advance and decided upon at the sole discretion of the Board, following discussion with the Executive.  The bonus entitlement, calculation and payment thereof shall be agreed on a six monthly basis.

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6.Holidays

6.1In addition to the Public holidays normally applicable in England, you are also entitled to 25 working days’ paid holiday in each complete calendar year.  The Company’s holiday year is from 1 January to 31 December.

6.2On the commencement and termination of your employment, you will be treated as having accrued holiday on a pro rata basis of 2 days’ holiday for each complete month of service in that holiday year calculated by reference to your first or last date at work (as appropriate).  If, on the termination of your employment, you have exceeded your accrued holiday entitlement, this excess will be deducted from any sums due to you.  If you have holiday entitlement still owing the Company may, at its sole discretion, require you to take all or part of your outstanding holiday during your notice period or to pay you a sum in lieu of accrued holiday.

6.3You must obtain the prior approval of the Board before booking holiday dates.  Not more than two weeks may be taken at any one time, save at the Board’s discretion.

6.4Holiday entitlement for one holiday year must be taken in the same holiday year.Failure to do so will result in forfeiture of any such accrued holiday not taken unless you obtain prior consent from the Board for excess holiday to be carried over to the following holiday year.  In that case, any rolled-over holiday undertaken by 31 March of the following year, shall be forfeited.

7.Sickness

7.1If you are absent from work due to sickness or other medical incapacity, the Company will continue to pay your normal salary (“Company sick pay”) up to a maximum of 130 working days (whether consecutive or not) if any period of 12 consecutive months.  Thereafter you shall continue to be paid Company Sick pay or salary only at the discretion of the Board.

7.2Company sick pay is inclusive of any Statutory Sick Pay (“SSP”) to which you may be entitled, and will be based on your normal salary less any State benefits claimable by you on account of your sickness or injury, less normal deductions for tax and NI contributions etc.

7.3After your Company sick pay is exhausted, you will continue to receive SSP when you qualify for it under the prevailing legislation.  Where Company sick pay and SSP are payable for the same day of sickness, you will receive the higher of the two sums.  Further details of the SSP Scheme are available from the HR Department.

7.4In all cases of absence you must notify the Company on the first morning of your absence, giving the reason for the absence and its anticipated duration.  If you are sick or otherwise medically incapacitated for more than seven consecutive days, then a medical certificate (signed by a doctor) must be produced to the Company.  Thereafter medical certificates should be submitted regularly to cover the full period of absence.  On each occasion a medical certificate expires and you do not anticipate you will be returning to work, you must notify the Company on the first morning following the expiry of the medical certificate.

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7.5You are also required to complete the Company’s Absence Notification Form for all absences (regardless of duration) and submit it to the HR Department.

7.6The Company reserves the right to require you to undergo a medical examination by a doctor or consultant nominated by it, in which event the Company will bear the cost thereof.

7.7Your entitlement to Company sick pay and SSP are subject to the Company’s right to terminate your employment in accordance with paragraph 16 below and the Company shall not be liable to provide, or compensate for the loss of, such benefit(s).

8.Pension and other benefits

The Company does not operate an occupational pension scheme in respect of your employment and there is therefore no contracting-out certificate in force in relation to the State Earnings Related Pensions Scheme.

9.Confidential Information

9.1You shall neither during your employment (except in the proper performance of your duties) nor at any time (without limit) after its termination directly or indirectly

(a)use for your own purposes or those of any other person, company, business entity or other organisation whatsoever; or

(b)disclose to any person, company, business entity or other organisation whatsoever;

any trade secrets or confidential information relating or belonging to the Company or any of its Associated Companies including but not limited to any such information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and sales information, business plans or dealings, employees or officers, financial information and plans, designs, formulae, product lines, prototypes, services, research activities, source codes and computer systems, software, any document marked “Confidential” (or with a similar expression), or any information which you have been told is confidential or which you might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any Associated Company in confidence by customers, suppliers and other persons.

9.2You shall not at any time during the continuance of your employment with the Company make any notes or memoranda relating to any matter within the scope of the Company’s or any Associated Company’s business, dealings or affairs otherwise than for the benefit of the Company or any Associated Company.

9.3The obligations contained in paragraph 9.1 shall not apply to any disclosures required by law, and shall cease to apply to any information or knowledge which may subsequently come into the public domain after the termination of your employment, other than by way of unauthorised disclosure.

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10.Exclusivity of Service

10.1You are required to devote your full time, attention and abilities to your job duties during working hours, and to act in the best interests of the Company and its Associated Companies at all times.

10.2You must not, without the written consent of the Company, in any way directly or indirectly (i) be engaged or employed in, or (ii) concerned with (in any capacity whatsoever) or (iii) provide services to, any other business or organisation where this is, or is likely to be, in conflict with the interests of the Company or its Associated Companies or where this may adversely affect the efficient discharge of your duties. However this does not preclude your holding up to 5% of any class of securities in any company which is quoted on a recognised Stock Exchange.

11.Receipt of Payments and Benefits from Third Parties

Subject to any written regulations issued by the Company which may be applicable, neither you nor your Immediate Relatives, nor any company or business entity in which you or they have an interest, are entitled to receive or obtain directly or indirectly any payment, discount, rebate, commission or other benefit from third parties in respect of any business transacted (whether or not by you) by or on behalf of the Company or any Associated Company and if you, your Immediate Relatives or any company or business entity in which you or they have an interest, directly or indirectly obtain any such payment, discount, rebate, commission or other benefit you will forthwith account to the Company or the relevant Associated Company for the amount received or the value of the benefit so obtained.

12.Copyright, Inventions and Patents

12.1All records, documents, papers (including copies and summaries thereof) and other copyright protected works made or acquired by you in the course of your employment shall, together with all the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of the Company.

12.2You hereby irrevocably and unconditionally waive all rights granted by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 that vest in you (whether before, on or after the date hereof) in connection with your authorship of any copyright works in the course of your employment with the Company, wherever in the world enforceable, including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment.

12.3You and the Company acknowledge the provisions of Sections 39 to 42 of the Patents Act 1977 (“the Act”) relating to the ownership of employees’ inventions and the compensation of employees for certain inventions respectively.  If you make any inventions that do not belong to the Company under the Act, you agree that you will forthwith license or assign (as determined by the Company) to the Company your rights in relation to such inventions and will deliver to the Company all documents and other materials relating to them.  The Company will pay to you such

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compensation for the licence or assignment as the Company will determine in its absolute discretion, subject to Section 40 of the Act.

13.Disciplinary/Grievance Procedure

13.1If you are unhappy about any aspect of your employment with the Company you should raise the matter at first instance with a member of the Board.  If you are still unhappy you should take up the grievance with the entire Board whose decision shall be final within the Company.

13.2A copy of the disciplinary procedure relating to your employment can be obtained from the HR department.

14.Collective Agreements

There are no collective agreements applicable to your employment.

15.Termination of Employment

15.1Subject to paragraphs 15.2 and 15.3 below, your contract of employment is terminable by 6 months written notice of termination from either party to the other.

15.2The Company reserves the right to terminate your contract without notice, or pay in lieu of notice, if it has reasonable grounds to believe you are guilty of gross misconduct, gross negligence or in material breach of one of the terms of your employment. Examples of gross misconduct can be obtained from the HR Department.

15.3Your employment with the Company will terminate automatically and by mutual consent on the date upon which you reach the age of 60, which is the normal retirement age within the Company.

15.4You agree that the Company may at its absolute discretion make a payment or payments representing salary in lieu of any notice of termination of employment which you or the Company is required to give.  For the avoidance of doubt, such payment or payments shall be less deductions for tax and NI contributions and shall include the value of any benefits, bonus/incentive, commission, or holiday entitlement which would have accrued to you had you been employed until the expiry of yournotice entitlement under Clause 15.1 above.

15.5The Company reserves the right to require you not to attend at work and/or not to undertake all or any of your duties of employment during any period of notice (whether given by you or the Company), provided always that the Company shall continue to pay your basic salary and contractual benefits whilst you remain employed by the Company.

15.6On termination of your employment, you must immediately return to the Company in accordance with its instructions all equipment, correspondence, records, specifications, software, disks, models, notes, reports and other documents and any copies thereof and any other property belonging to the Company or its Associated

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Companies (including but not limited to the Company car, keys, credit cards, equipment and passes) which are in your possession or under your control.  You must, if so required by the Company, confirm in writing that you have complied with your obligations under this paragraph 15.6.

15.7The Company shall have the right to suspend you on full pay and benefits pending any investigation into potential dishonesty, gross misconduct or other circumstances which (if proved) would entitle the Company to dismiss you summarily.

16.Restrictions on Termination of Employment

16.1You hereby agree that you shall not (without the prior consent in writing of the Company) for a period of 6 months immediately following the Relevant Date within the UK and whether on your own behalf or in conjunction with or on behalf of any other person, firm, company or other organisation, (and whether as an employee, director, principal, agent, consultant or in any other capacity whatsoever), in competition with the Company directly or indirectly (a) be employed or engaged in, or (b) perform services in respect of, or (c) be otherwise concerned with:-

16.1.1

the research into, development or provision of any online or call centre accommodation booking or reservation services (including but not limited to technical and product support, or consultancy or customer services); and

16.1.2

the research into, development or provision of any services (including but not limited to technical and product support, or consultancy or customer services) which are of the same or similar type to any services provided by the Company during the 12 months preceding the Relevant Date PROVIDED ALWAYS that the provisions of this paragraph 16.1.2 shall apply only in respect of services with which you were either personally concerned or for which you were responsible whilst employed by the Company during the 12 months immediately preceding the Relevant Date

PROVIDED THAT this paragraph 16.1 shall not apply if your employment is terminated by reason of redundancy (as defined in the Employment Rights Act 1996).

16.2You hereby agree that you will not for a period of 12 months immediately following the Relevant Date, whether on your own behalf or in conjunction with or on behalf of any other person, company, business entity or other organisation, (and whether as an employee, director, principal, agent, consultant or in any other capacity whatsoever), directly or indirectly (a) solicit, or (b) assist in soliciting, or (c) accept, or (d) facilitate the acceptance of, or (e) deal with, in competition with the Company the custom or business of any Customer or Prospective Customer :-

16.2.1 with whom you have had personal contact or dealings on behalf of the Company during the 12 months immediately preceding the Relevant Date;

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16.2.2 for whom you were, in a client management capacity on behalf of the Company, directly responsible during the 12 months immediately preceding the Relevant Date.

16.3You hereby agree that you will not for a period of 12 months immediately following the Relevant Date, whether on your own behalf or in conjunction with or on behalf of any other person, company, business entity or other organisation whatsoever, directly or indirectly :-

16.3.1	(a) induce, or (b) solicit, or (c) entice or (d) procure, any person who is a Company Employee to leave the Company’s employment; or
16.3.2	be personally involved to a material extent in (a) accepting into employment or (b) otherwise engaging or using the services of any person who is a Company Employee.

16.4You hereby agree that you will not, whether on your own behalf or in conjunction with or on behalf of any other person, company, business entity or other organisation (and whether as an employee, director, agent, principal, consultant or in any other capacity whatsoever), directly or indirectly, (i) for a period of 12 months immediately following the Relevant Date and (ii) in relation to any contract or arrangement which the Company has with any Supplier for the exclusive supply of goods and services to the Company and/or to any Associated Company, for the duration of such contract or arrangement:

16.4.1	interfere with the supply of goods or services to the Company from any Supplier;
16.4.2	induce any Supplier of goods or services to the Company to cease or decline to supply such goods or services in the future.

16.5Paragraphs 16.1 to 16.4 above and 16.7 below will also apply as though references to each Associated Company were substituted for references to the Company.  These paragraphs will, with respect to each Associated Company, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favour of the Company or any other Associated Company.  The provisions of this paragraph 16 shall only apply in respect of those Associated Companies (i) with whom you have given your services, or (ii) for whom you have been responsible, or (iii) with whom you have otherwise been concerned, in the 12 months immediately preceding the Termination Date.

16.6In relation to each Associated Company referred to in paragraph 16.5 above, the Company contracts as trustee and agent for the benefit of each such Associated Company.  You agree that, if required to do so by the Company, you will enter into covenants in the same terms as those set out in paragraphs 16.1 to 16.4 and 16.7 hereof directly with all or any of such Associated Companies, mutatis mutandis.  If you fail within 7 days of receiving such a request from the Company, to sign the necessary documents to give effect to the foregoing, the Company shall be entitled, and is hereby irrevocably and unconditionally authorised by you, to execute all such documents as are required to give effect to the foregoing, on your behalf.

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16.7The following words and expressions referred to above shall have the meanings set out below:

“Company Employee” means any person who was employed by (i) the Company or (ii) any Associated Company, for at least 3 months prior to and on the Termination Date and

(a)with whom you have had material contact or dealings in performing your duties of employment; and

(b)who had material contact with customers or suppliers of the Company in performing his or her duties of employment with the Company or any Associated Company (as applicable); or

(c)who was a member of the management team of the Company or any Associated Company (as applicable).

“Customer” shall mean any person, firm, company or other organisation whatsoever to whom the Company has supplied goods or services.

“Prospective Customer” shall mean any person, firm, company or other organisation whatsoever to whom the Company has had any negotiations or material discussions regarding the possible supply of goods or services by the Company.

“Relevant Date” means the earlier of the Termination Date and the last day upon which you perform your duties if the Company invokes its powers under clause 15.6 of this Agreement.

“Supplier” means any person, company, business entity or other organisation whatsoever who (i) has supplied to goods or services to the Company during any part of the 12 months immediately preceding the Termination Date; or (ii) has agreed prior to the Termination Date to supply goods or services to the Company to commence at any time in the 12 months following the Termination Date; or (iii) as at the Termination Date, supplies goods or services to the Company under an exclusive contract or arrangement between that Supplier and the Company.

“Termination Date” means the date when your employment terminates.

17.Warranty and Undertaking

17.1You represent and warrant that you are not subject to any agreement, arrangement, contract, understanding, Court Order or otherwise, which in any way directly or indirectly restricts or prohibits you from fully performing the duties of your employment, or any of them, in accordance with the terms and conditions of this letter.

17.2You agree that in the event of receiving from any person, company, business entity or other organisation an offer of employment either during the continuance of the terms and conditions of this letter or during the continuance in force of any of the restrictions set out in paragraph 16 above, you will forthwith provide to such person,

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company, business entity or other organisation a full and accurate copy of the clauses of this Agreement that continue to apply after the Termination of your employment being clauses 9, 12, 15 and 16 of this Agreement.

18.Definitions

18.1“Associated Company” means any firm, company, corporation or other organisation:-

18.1.1	which is directly or indirectly controlled by the Company; or
18.1.2	which directly or indirectly controls the Company; or
18.1.3	which is directly or indirectly controlled by a third party who also directly or indirectly controls the Company; or
18.1.4	of which the Company or any other Associated Company owns or has a beneficial interest in 20% or more of the issued share capital or 20% or more of its capital assets; or
18.1.5	which is the successor in title or assign of the firms, companies, corporations or other organisations referred to above.

18.2“Company” shall include the successors in title and assigns of the Company.

18.3“Control” shall have the meaning set out in S.416 Taxes Act 1988 (as amended).

18.4“Immediate Relatives” shall include husband, wife, common law spouse, children, brothers, sisters, cousins, aunts, uncles, parents, grandparents, and the aforesaid relatives by marriage.

19.Miscellaneous

19.1This letter cancels and is in substitution for all previous letters of engagement, agreements and arrangements whether oral or in writing relating to the subject matter hereof between the Company and yourself, all of which shall be deemed to have been terminated by mutual consent. This letter made between you and the Company, and the Working Time Regulations opt-out form of even date, constitute the entire agreement between you and the Company of the terms upon which you are employed.

19.2The various provisions and sub-provisions of this letter are severable and if any provision or sub-provision or identifiable part thereof is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions or sub-provisions or identifiable parts thereof in this letter.

19.3This letter is governed by and construed in accordance with the laws of England, and you and the Company submit to the exclusive jurisdiction of the English courts.

19.4Paragraph headings are inserted for convenience only and will not affect the construction of this letter.

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Please will you sign both copies of this letter and return the top copy to me.

Yours sincerely

/s/ Mitchell Truwit

For and on behalf of ACTIVE HOTELS LIMITED

I agree with the Terms and Conditions of my Employment as set out or referred to above.

Signed	/s/ Andrew Phillipps	Dated	21/9/2004
	Andrew Phillipps

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Exhibit 10.82

Andrew Phillipps

21 September 2004

Dear Andrew

THE WORKING TIME REGULATIONS 1998

I am writing to you in relation to the Working Time Regulations 1998 (“the Regulations”).  As you may be aware, the Regulations impose certain limits on the hours which employees can be required to work, and guarantee employees minimum daily and weekly rest periods.

One of the principal restrictions contained in the Regulations is that employees must not work more than an average of 48 hours per week over a 17 week period. This includes any overtime worked, irrespective of whether it is voluntary or compulsory.

Employees can choose to “opt-out” of the Regulations, and voluntarily agree to work, where necessary, more than 48 hours per week.  I am therefore writing to you to ask whether you would be prepared to agree to opt-out of the 48 hour limit.  If you agree to opt-out this will not mean that the Company will insist that your hours exceed the 48-hour average limit.  The Company will, of course, continue to ensure that your working hours are not excessive for health and safety reasons.

If you are happy to opt-out please sign, date and return the attached Opt-Out Agreement.  Your other entitlements under the Regulations will be not be affected.

You will see from the attached Agreement that you are entitled to terminate the Opt-Out Agreement by giving 4 weeks’ notice in writing to the Board.  If you do serve notice to “opt-in”, the Company will then be obliged to comply with the 48-hour maximum immediately following the end of that notice period.

I should emphasise that you are not obliged to opt-out of the 48 hour weekly working hours limit, and indeed, apart from our ensuring that your weekly working hours are in compliance with the Regulations, no aspect of your employment with the Company will be adversely affected in the event that you decide not to opt out.

If you have any questions about this letter or the attached Opt-Out Agreement, or should you be concerned about signing the Agreement, please speak to the Board.

I would like to take this opportunity to thank you for your continued commitment to the Company.

Yours sincerely

For and on behalf of

ACTIVE HOTELS LIMITED

1

I understand that the effect of the Working Time Regulations 1998 is to limit my average working time to a maximum of 48 hours, inclusive of overtime, over a 7 day period averaged over 17 weeks.  I understand that should I not wish to work in excess of 48 hours then I will suffer no detriment, nor be treated any less favourably than any other employee.

Given these understandings I wish to dis-apply the effect of the Regulations in relation to the maximum 48 hour limit, the effect of which is to remove the 48 hour maximum limit in relation to my employment indefinitely.  For the avoidance of doubt the terms of my contract of employment referring in particular to my undertaking to workhours in addition to my contractual hours where reasonably necessary are not affected by this agreement.

Additionally I agree that should I wish to revert to the 48 hour maximum as specified in the Working Time Regulations, I will give the Company and in particular my manager a minimum of 4 weeks’ notice, in writing, of the cancellation of this agreement in order that they can make the necessary business arrangements to meet operational/customer requirements.

Signature	/s/ Andrew Phillipps
	Andrew Phillipps
Date         21/9/04

2

EX-10.83

Exhibit 10.83

Andrew Phillipps

c/o Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

The Directors

Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

Dear Sirs

Active Hotels Limited - Subscription for Shares

I, the undersigned, hereby irrevocably apply for the allotment and issue to me of 88,634 B Ordinary Shares of 0.1 pence each in the capital of Active Hotels Limited (the “Company”) (the “Purchased Securities”) credited as fully paid at a premium of 1,692.35 pence per share and for that purpose I undertake to forward payment of 1,499,998.31.

I acknowledge that this application is made on the basis that I will hold any Purchased Securities allotted to me subject to the provisions of the memorandum and Articles of Association of the Company.  If this application is accepted, I request that my name and address as detailed below be entered in the register of members of the Company as the holder of the Purchased Securities.

Yours faithfully

/s/ Andrew Phillipps

Andrew Phillipps

c/o Active Hotels

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

Dated: 21 September 2004

1

Exhibit 10.83

Joint Election - Purchased Securities

Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for full disapplication of Chapter 2, Part 7 of the Income Tax (Earnings and Pensions) Act 2003

1.Between

The Employee	Andrew Phillipps
whose National Insurance Number is	NR 320975C
and
the Company (who is the Employee’s employer)	Active Hotels Limited
of Company Registration Number	3512889

2.Purpose of Election

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply.  Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election.  Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3.Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities	88,634
Description of securities	B Ordinary Shares of .01 p each
Name of issuer of securities	Active Hotels Limited

Acquired by the Employee on 21 September 2004.

2

Exhibit 10.83

4.Extent of Application

This election under section 431(1) ITEPA disapplies all restrictions attaching to the securities.

5.Declaration

This election will become irrevocable upon the later of its signing or the acquisition and each subsequent acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

/s/ Andrew Phillipps		21/9/2004
Signature	(Employee)	Date
/s/ Matthew Witt		21/9/2004
Signature (for and on behalf of the Company)		Date
Operations Director
Position in company

Note:Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.

3

EX-10.84

Exhibit 10.84

Andrew Phillipps

c/o Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

The Directors

Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

Dear Sirs

Active Hotels Limited Management Incentive Plan (the “Plan”)

I, the undersigned, hereby irrevocably apply for the allotment and issue to me of 4,727 B Ordinary Shares of 0.1 pence each in the capital of Active Hotels Limited (the “Company”) (the “Granted Securities”) credited as fully paid at 0.1 pence per share and for that purpose I undertake to forward payment of 472 pence.

I acknowledge that this application is made on the basis that I will hold any Granted Securities allotted to me subject to the provisions of the memorandum and Articles of Association of the Company and the terms and conditions of the Plan (attached as Appendix I to this letter).  If this application is accepted, I request that my name and address as detailed below be entered in the register of members of the Company as the holder of the Granted Securities.

Yours faithfully

/s/ Andrew Phillipps

Andrew Phillipps

c/o Active Hotels

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

Dated: 21 September 2004

1

Appendix 1

TERMS AND CONDITIONS OF PARTICIPATION IN THE

ACTIVE HOTELS LIMITED MANAGEMENT INCENTIVE PLAN (the “PLAN”)

Participation in the Plan allows eligible employees to subscribe for the Granted Securities subject to the provisions of the memorandum and articles of association of the Company, and the terms and conditions set out below.

Definitions:

“Bad Leaver” means if you cease to be an employee of the Company other than as a Good Leaver;

“Good Leaver” means if you cease to be an employee of the Company as a result of:

(i)	your death; or
(ii)	you being dismissed by reason of your absence from work due to ill health or accident (save for ill health which arises as a result of an abuse of drink or drugs), provided that you deliver to the Company a medical certificate signed by a doctor duly evidencing your ill health or accident and provided further that the Company reserves the right to require you to undergo a medical examination by a doctor or consultant nominated by it; or
(iii)	your retirement once you have reached the age of 60; or
(iv)	you being made redundant by the Company.

“Vest” means the process of you becoming entitled (i) to exercise the Put Option in respect of Granted Shares and (ii) to be paid an Option Price equal to Fair Market Value for such Shares (as defined in Article 44 of the Company’s articles of association).

Terms & Conditions

1.You agree that the Granted Securities shall Vest as follows:

1.11/3 on 15 September 2005;

1.21/3 on 15 September 2006; and

1.31/3 on 15 September 2007,

provided that you are either (i) an employee of the Company or (ii) a Good Leaver in either case at the relevant date of Vesting.

2.For the avoidance of doubt, if you are a Bad Leaver, any Granted Securities that have not Vested shall not be capable of Vesting.

3.You shall be deemed to cease to be an employee of the Company for the purposes of this Plan, as follows:

2

(i)	if you serve notice on the Company of your intention to terminate your employment, immediately on the date upon which you serve such notice on the Company;
(ii)	if the Company serves a termination notice on you, the date upon which you cease to actively work for the Company and for the avoidance of doubt if you are on ‘garden leave’ you shall be deemed to have ceased actively working for the Company; or
(iii)	if the Company dismisses you for cause or gross misconduct, immediately thereon.

4.You agree that you have no entitlement to compensation or damages as a result of any loss or diminution in the value of the shares you acquire pursuant to the Plan, including, without limitation, as a result of the termination of your employment by the Company or any subsidiary or affiliate for any reason whatsoever and whether or not in breach of contract, and, upon commencing participation in the Plan, you will be deemed irrevocably to have waived any such entitlement.

5.You understand that the Company, its Parent and its subsidiaries and affiliates (“the Data Holder”) hold certain personal information (“Data”) in connection with the Plan. You further understand that recipients of Data may be located in the European Economic Area or elsewhere, such as the US.  You authorise recipients (including the Data Holder) to receive, possess, use and transfer the Data (including any requisite transfer to a broker or other third party) in electronic or other form as may be required for the administration of the Plan. You understand that withdrawal of this consent may affect your ability to participate in the Plan.

6.You agree that, where in relation to the Plan your employing company is liable to account to the Inland Revenue for any sum in respect of any income tax or employees’ national insurance contributions under the Pay As You Earn system, the Company or any parent, subsidiary or affiliate company shall be entitled to: (i) withhold any tax and employees’ national insurance contributions payable in respect of the Plan by deduction from any salary or any other payment payable to you at any time on or after the date the income tax charge arises, or (ii) to require that you make an immediate payment of the tax and employees’ national insurance contributions to the Company in cleared funds.

7.You agree that you will enter into a joint election within section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in the form attached to this letter as Appendix II in respect of computing any tax charge on the acquisition of “Restricted Securities” (as defined in sections 423 and 424 of ITEPA 2003) and submit such signed joint election to the Company along with this letter.

8.Priceline.com Holdco U.K. Limited (the “A Ordinary Shareholder”) agrees with you and the Company that if the A Ordinary Shareholder ceases to be the holder of the majority of the A Ordinary Shares in the Company, the A Ordinary Shareholder shall procure that before it so ceases it shall assign and/or novate the Plan to the transferee of the majority of the A Ordinary Shares.

/s/ Andrew Phillipps		21/9/2004
Signature	(Employee)	Date

3

/s/ Matthew Witt	21/9/2004
Signature (for and on behalf of the Company)	Date
Operations Director
Position in company
/s/ Mitchell Truwit	21/9/2004
Signature (for and on behalf of Priceline.com Holdco U.K. Limited	Date
Director
Position in company

4

Appendix II

Active Hotels Limited Management Incentive Plan

Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for full disapplication of Chapter 2, Part 7 of the Income Tax (Earnings and Pensions) Act 2003

1.Between

The Employee	Andrew Phillipps
whose National Insurance Number is	NR 320975C
and
the Company (who is the Employee’s employer)	Active Hotels Ltd.
of Company Registration Number	3512889

2.Purpose of Election

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply.  Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election.  Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3.Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities	4,727
Description of securities	B Ordinary Shares of .01 pence each
Name of issuer of securities	Active Hotels Ltd.

5

acquired by the Employee on 21 September 2004 or to be acquired under the terms of the Active Hotels Limited Management Incentive Plan.

4.Extent of Application

This election under section 431(1) ITEPA disapplies all restrictions attaching to the securities.

5.Declaration

This election will become irrevocable upon the later of its signing or the acquisition and each subsequent acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

/s/ Andrew Phillipps		21/9/2004
Signature	(Employee)	Date
/s/ Matthew Witt		21/9/2004
Signature (for and on behalf of the Company)		Date
Operations Director
Position in company

Note:Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.

6

EX-10.85

Exhibit 10.85

Terms and Conditions of Participation in the priceline.com International Limited Management Incentive Plan (the “Plan”)

Participation in the Plan allows eligible employees to hold the Granted Securities subject to the provisions of the memorandum and articles of association of priceline.com International Limited (the “Company”), and the terms and conditions set out below.

Definitions:

“Bad Leaver” means if you cease to be an employee of a Group Company other than as a Good Leaver;

“Good Leaver” means if you cease to be an employee of a Group Company as a result of:

(i)your death; or

(ii)you being dismissed by reason of your absence from work due to ill health or accident (save for ill health which arises as a result of an abuse of drink or drugs), provided that you deliver to the Company a medical certificate signed by a doctor duly evidencing your ill health or accident and provided further that the Company reserves the right to require you to undergo a medical examination by a doctor or consultant nominated by it; or

(iii)your retirement once you have reached the age of 60; or

(iv)you being made redundant by a Group Company;

“Group Company” means the Company and any subsidiary, parent or associated company;

“Vest” means the process of you becoming entitled (i) to exercise the Put Option in respect of Granted Securities and (ii) to be paid an Option Price equal to Fair Market Value for such Granted Securities (as defined in Article 10 of the Company’s articles of association).

Terms & Conditions

1.You agree that the Granted Securities shall Vest as follows:

1.11/3 on 15 September 2005;

1.21/3 on 15 September 2006; and

1.31/3 on 15 September 2007,

provided that you are either (i) an employee of a Group Company or (ii) a Good Leaver in either case at the relevant date of Vesting.

2.For the avoidance of doubt, if you are a Bad Leaver, any Granted Securities that have not Vested shall not be capable of Vesting.

3.You shall be deemed to cease to be an employee of a Group Company for the purposes of this Plan, as follows:

(i)if you serve notice on a Group Company of your intention to terminate your employment, immediately on the date upon which you serve such notice on a Group

1

Company;

(ii)if a Group Company serves a termination notice on you, the date upon which you cease to actively work for the Company and for the avoidance of doubt if you are on ‘garden leave’ you shall be deemed to have ceased actively working for a Group Company; or

(iii)if a Group Company dismisses you for cause or gross misconduct, immediately thereon.

4.You agree that you have no entitlement to compensation or damages as a result of any loss or diminution in the value of the shares you acquire pursuant to the Plan, including, without limitation, as a result of the termination of your employment by the Company or any subsidiary or affiliate for any reason whatsoever and whether or not in breach of contract, and, upon commencing participation in the Plan, you will be deemed irrevocably to have waived any such entitlement.

5.You understand that the Company, its Parent and its subsidiaries and affiliates (“the Data Holder”) hold certain personal information (“Data”) in connection with the Plan. You further understand that recipients of Data may be located in the European Economic Area or elsewhere, such as the US.  You authorise recipients (including the Data Holder) to receive, possess, use and transfer the Data (including any requisite transfer to a broker or other third party) in electronic or other form as may be required for the administration of the Plan. You understand that withdrawal of this consent may affect your ability to participate in the Plan.

6.You agree that, where in relation to the Plan your employing company is liable to account to the Inland Revenue for any sum in respect of any income tax or employees’ national insurance contributions under the Pay As You Earn system, the Company or any parent, subsidiary or affiliate company shall be entitled to: (i) withhold any tax and employees’ national insurance contributions payable in respect of the Plan by deduction from any salary or any other payment payable to you at any time on or after the date the income tax charge arises, or (ii) to require that you make an immediate payment of the tax and employees’ national insurance contributions to the Company in cleared funds.

7.Priceline.com Holdco U.K. Limited (the “A Ordinary Shareholder”) agrees with you and the Company that if the A Ordinary Shareholder ceases to be the holder of the majority of the A Ordinary Shares in the Company, the A Ordinary Shareholder shall procure that before it so ceases it shall assign and/or novate the Plan to the transferee of the majority of the A Ordinary Shares.

/s/ Andrew Phillipps	14/7/2005
Signature  (Dr Andrew James Phillipps)	Date

2

	/      /
Signature (for and on behalf of the Company)	Date
Position in company
	/      /
Signature	Date
(for and on behalf of Priceline.com Holdco U.K. Limited)
Position in company

3