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) March 5, 2007

priceline.com Incorporated
(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		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)

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

Priceline.com Incorporated (the “Company”) may, from time to time in the future, grant (a) performance share unit awards, (b) restricted stock awards and (c) restricted stock unit awards to its executive officers under the priceline.com 1999 Omnibus Plan, as amended, a stockholder approved plan, with the terms set forth in those agreements. Forms of award agreements are attached hereto as exhibit 10.1, 10.2 and 10.3, respectively, and are hereby incorporated by reference.

Item 9.01.  Financial Statements and Exhibits

(d)    Exhibits.

Exhibit 10.1+	Form of 2007 Performance Share Unit Agreement for awards under the 1999 Omnibus Plan, as amended.
Exhibit 10.2	Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan, as amended.
Exhibit 10.3	Form of Restricted Stock Agreement for awards under the 1999 Omnibus Plan, as amended.

+ Portions of this document have been omitted pursuant to a confidential treatment request.

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/ Robert J. Mylod Jr.
	Robert J. Mylod Jr.
	Chief Financial Officer

Dated:  March 5, 2007

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1+	Form of 2007 Performance Share Unit Agreement for awards under the 1999 Omnibus Plan, as amended
Exhibit 10.2	Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan, as amended.
Exhibit 10.3	Form of Restricted Stock Agreement for awards under the 1999 Omnibus Plan, as amended

+ Portions of this document have been omitted pursuant to a confidential treatment request.

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED — CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN

PERFORMANCE SHARE UNIT AGREEMENT

THIS PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made as of the 5th day of March, 2007 by and between priceline.com Incorporated, a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and                                  (the “Participant”).

W I T N E S S E T H:

Pursuant to terms of the priceline.com Incorporated 1999 Omnibus Plan (the “Plan”), the Board of Directors of the Company has authorized this Agreement.  The Participant has been granted as of March 5, 2007 (the “Grant Date”), subject to execution of this Agreement, 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)           “Cause” shall mean (i) if the Participant is employed pursuant to an employment agreement which defines “cause” in such agreement, “cause” as defined in such agreement and (ii) if the Participant is not described in (i) it shall mean “cause” as defined in the Plan.

(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 six (6) months prior to 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)           “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.

(e)           “Cumulative EPS Range” shall have the meaning set forth in the schedules contained in Section 1(m) and Appendix A.

(f)            “Determination Date” shall mean March 5, 2010.

(g)           “Disability” shall have the meaning given such term under the Plan.

(h)           “EPS” shall mean the Company’s consolidated pro forma net income applicable to common stockholders per diluted share as publicly disclosed annually or quarterly, as applicable, in connection with the Company’s annual and quarterly earnings announcements.  In the event the Company changes the way EPS is calculated, EPS shall mean the publicly disclosed annual non-GAAP financial measure which is intended to replace (or which is substantially similar to) the EPS prior to such change.

(i)            “Good Reason” shall have the meaning set forth in the Participant’s employment agreement, if any, in force at the time of the Participant’s termination of employment, and, if none, then no shares of Performance Share Unit granted under this Agreement shall be vested on account of a termination of employment by the Participant other than on account of death or Disability.

(j)            “Performance Period” shall mean the period commencing on the January 1, 2007 and ending on December 31, 2009.

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

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

(m)          “Vesting Percentage” means the percentage determined in accordance with the following table, provided that, notwithstanding any other provision hereof, in the event the EPS for 2009 is less than $[***], the Vesting Percentage shall be deemed to be zero:

If the Cumulative EPS Range for the three-year period ending December 31, 2009, is:	Then the Vesting Percentage range is:
Less than $[***]	0%
Between $[***] and $[***]	75% to 100%
Between $[***] and $[***]	100% to 200%
More than $[***]	200%

***CONFIDENTIAL MATERIALS REDACTED AND SEPARATELY FILED
WITH THE COMMISSION***

2.The Grant

Subject to the terms and conditions set forth herein, the Participant is granted                              (                ) Performance Share Units as of the Grant Date.

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

(a)           If the Participant remains in Continuous Service through and including the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the number of Performance Share Units granted hereunder by the Applicable Vesting Percentage.  The Applicable Vesting Percentage shall be equal to the sum of the lowest Vesting Percentage in the applicable Vesting Percentage Range set forth in the schedule above, plus the ProRata Vesting Percentage Point Increase.  The “ProRata Vesting Percentage Point Increase” is the quotient of (i) the excess of the actual Cumulative EPS over the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided by (ii) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative EPS within such applicable Cumulative EPS Range, and the denominator of which is the difference between the lowest and highest applicable Vesting Percentages in the applicable Vesting Percentage Range.  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, 2010.  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)           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, as applicable, of Good Reason, death or Disability, then the Participant shall receive no shares of Stock under this Agreement.

(c)           Subject to Section 3(e), if, on or prior to December 31, 2007, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disablity, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36.

(d)           Subject to Section 3(f), if, after December 31, 2007, 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, as applicable, on account of Good Reason, 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 Appendix A, 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 the date hereof 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 ceases but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceases.  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.

(e)           If there is a Change in Control on or prior to December 31, 2007, 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 number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months that have elapsed since the date hereof as of the date of such termination, and the denominator of which is 36.

(f)            If there is a Change in Control after December 31, 2007, 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 (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Appendix A, 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 the date hereof as of the date of such termination, 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 number of Performance Share Units granted hereunder, 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 employment is terminated prior to the Determination Date by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, 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 number of full months that have elapsed for 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 for 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)           If there is a Change in Control on or prior to December 31, 2007, and the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account for Good Reason, death or Disability during the Change in Control Period, then the Participant shall receive a number of shares of Stock equal to the

 number of Performance Share Units granted hereunder, multiplied by a fraction, the numberator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36.

(h)           If there is a Change in Control after December 31, 2007, 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, as applicable, on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined in accordance with Appendix A, 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 the date hereof 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 number of Performance Share Units granted hereunder, 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 ceases but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceases.  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 “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 Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

(ii)           “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

(iii)          “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock or (5) the Participant or any group of persons including the Participant, or any entity controlled by the Participant or any group of persons including the Participant; provided the Participant is an executive officer, director or more than 10% owner of Stock.

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.

7.Determinations

Each determination, interpretation or other action 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.

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 U.S. federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of any shares of Stock under this Agreement.  The Company shall withhold from the total number of shares of Stock the Participant is to receive on a settlement date a number of shares that has a total value equal to the amount necessary to satisfy any and all such withholding tax obligations.  The value of any fraction of retained shares not necessary for required withholding shall be applied to the Participant’s federal income tax withholding by the Company generally.  Instead of withholding shares as described above, the Company 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, or (b) deduct from his regular salary payroll cash, on a payroll date 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.  The option described in clause (b) of the preceding sentence shall not be available if the Participant is an officer subject to Section 16 of the Exchange Act as amended and/or Rule 144 promulgated under the Securities Act of 1933 as amended.

10.Distribution of Stock

Subject to Section 8, reasonably promptly 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.

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.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 Appendix A hereof to remain confidential.  Notwithstanding any other provision hereof, the Participant’s entitlement to any award or payment hereunder is contingent upon the Participant maintaining the confidentiality of the information contained in Section 1(m) and Appendix A.  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 Code Section 409A 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.

(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.

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

Appendix A

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, 2007.  Such Performance Share Unit number shall be equal to the product of (1) the number of Performance Share Units granted hereunder, multiplied by (2) the sum of (a) the lowest Percentage of Target in the applicable Percentage of Target Range, plus (b) the ProRata Target Percentage Point Increase. 

Cumulative EPS Ranges per specified quarter

4th fiscal quarter completed since 1/1/07

5th fiscal quarter completed since 1/1/07

6th fiscal quarter completed since 1/1/07

7th fiscal quarter completed since 1/1/07

8th fiscal quarter completed since 1/1/07

9th fiscal quarter completed since 1/1/07

10th fiscal quarter completed since 1/1/07

11th fiscal quarter completed since 1/1/07

Percentage of Target ranges (Earned Shares as % of Target)

Less than

$

[***]

$

[***]

$

[***]

$

[***]

$

[***]

$

[***]

$

[***]

$

[***]

0

Between

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

75% to 100% (pro rata)

Between

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

[***] and [***]

100% to 200% (pro rata)

More than

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

200%

The “ProRata Percentage Point Increase” means the quotient of (1) the increase in the Cumulative EPS 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 ESP 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 Percentage of Target for such quarter.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION***

EX-10.2

Exhibit 10.2

priceline.com Incorporated 1999 Omnibus Plan

RESTRICTED STOCK UNIT AGREEMENT — NON-U.S. PARTICIPANTS

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made as of the ___ day of ________, 2007, by and between priceline.com Incorporated, a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and ___________________ (the “Participant”).

W I T N E S S E T H:

Pursuant to terms of the priceline.com Incorporated 1999 Omnibus Plan (the “Plan”), the Board of Directors of the Company has authorized this Agreement.  The Participant has been granted on _______, 2007 (the “Grant Date”), subject to execution of this Agreement, the number of restricted stock units (the “RSUs”) 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 RSUs comprising this award may be recorded in an unfunded RSU 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 RSU awarded to him until shares of Stock, if any, are issued to the Participant as described in this Agreement.

1.             The Grant

(a)           Subject to the terms and conditions set forth herein, the Participant hereby is granted _____________ (_______) RSUs on the Grant Date.

(b)           Subject to Section 4 hereof, all of the RSUs granted under this Agreement shall vest on the third anniversary of the Grant Date (the “Vesting Date”); provided that, on such Vesting Date, the Participant has been in Continuous Service through such date.  For avoidance of doubt, subject to Section 4 hereof, the Participant shall not proportionately or partially vest in any RSUs during any period prior to the Vesting Date, and the Participant shall become vested in the RSUs only on the Vesting Date pursuant to this Section 1(b).

(c)           Upon satisfaction of the vesting requirement set forth in Section 1(b) and as soon as administratively practicable following the Vesting Date, the Company shall issue the Participant one (1) share of Stock free and clear of any restrictions for each vested RSU.

(d)           For purposes of this Agreement, “Continuous Service” shall mean that the Participant’s service with the Company or any Subsidiary or Affiliate whether as an employee, director or consultant, is not interrupted or terminated.

2.             Dividend Equivalents

The Participant shall not be entitled to receive a cash payment equal to any dividends and distributions paid with respect to any share of Stock underlying each RSU granted under this Agreement that becomes declared or payable prior to the vesting date.

3.             No Voting Rights

The Participant shall not be a shareholder of record and shall have no voting rights with respect to shares of Stock underlying an RSU prior to the Company’s issuance of such shares following the applicable vesting date to the Participant.

4.             Effect of Termination of Continuous Service; Change in Control

(a)           Subject to Sections 4(b), (c), (d), (e), and (f), upon the Participant’s termination of Continuous Service, the unvested portion of the RSU granted under this Agreement shall be immediately forfeited and canceled.

(b)           Notwithstanding Sections 1(b) or 4(a), upon the date of a termination of Continuous Service that occurs prior to a Change in Control (i) by the Company other than for Cause or, (ii) by the Participant, as applicable, on account of death or Disability, the Participant shall be vested in a ProRata Number of RSUs, and any unvested RSUs shall be immediately forfeited and canceled.

(c)           Notwithstanding Sections 1(b) or 4(a), in the event of a Change in Control, a Participant who was in Continuous Service immediately prior to the Change in Control and who is in Continuous Service on a date which is six (6) months after the Change in Control shall be vested as of such date in a ProRata Number of RSUs and, subject to Section 4(d), shall become vested in the remaining portion of any RSUs on the Vesting Date, provided that, notwithstanding any other provision hereof, to the extent that any RSUs (or fraction thereof) are exchanged for cash incident to the Change in Control, the Participant shall, as of the date of the Change in Control, be fully vested in such number of RSUs (or fraction thereof) exchanged for cash.

(d)           Notwithstanding Sections 1(b) or 4(a), in the event that, on or after a Change in Control, the Participant’s employment is terminated prior to the Vesting Date by the Company other than for Cause or by the Executive, as applicable, on account of death or Disability, the Participant shall be fully vested in the RSUs granted under this Agreement, as of the date of such termination, provided that the Participant was in Continuous Service immediately prior to the Change in Control.

(e)           Notwithstanding Sections 1(b) or 4(a), in the event that the Participant’s employment is terminated by the Company other than for Cause and prior to and in anticipation of a Change in Control, the Participant shall, as of the date of such termination, be fully vested in the RSUs granted under this Agreement.

(f)            A “ProRata Number of RSUs” means a number of RSUs equal to the number of RSUs granted under this Agreement subject to Sections 4(b) and 4(c), multiplied by a fraction, (A) the numerator of which is the number of fully completed months that have elapsed during the period commencing on the Grant Date and ending on the determination date, and (B) the denominator of which is 36.

(i)            The determinations of partial vesting upon a Change in Control and whether the Participant’s Continuous Service is terminated by the Company in anticipation of a Change in Control or other than for Cause shall be made by the Committee, in its sole discretion.

(g)           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 “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.

(h)           For the purposes of Section 4, the following terms shall have the following meanings:

“Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

“Cause” shall have the meaning set forth in (i) the Participant’s employment agreement with the Company, if any, in force at the time of the Participant’s termination of employment, and, if none, (ii) the Plan.

“Disability” shall have the meaning set forth in the Company’s long-term disability plan.

“Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Stock or (5) the Participant or any group of persons including the Participant, or any entity controlled by the Participant or any group of persons including the Participant; provided the Participant is an executive officer, director or more than 10% owner of Stock.

5.             Nontransferability of Grant

Except as otherwise provided herein or in the Plan, RSUs 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 an RSU, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such rights, such RSU, and all of the rights related thereto, shall be forfeited by the Participant.

6.             Stock; Adjustment Upon Certain Events.

(a)           Stock to be issued under this Agreement 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 RSU 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)           In the event of a Change in Control, the consideration payable to other shareholders of the Company shall be substituted for the stock issuable hereunder, provided that the vesting requirements with respect to such RSUs pursuant to Sections 1 and 4 hereof shall apply, except as otherwise provided in Section 4(c), and further provided that if the acquiring entity does not agree to such restrictions upon the substituted property, then such RSUs shall be fully vested upon a Change in Control.

7.             Determinations

Each determination, interpretation or other action 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.

8.             Other Conditions

The transfer of any shares of Stock underlying an RSU shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares are 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 vesting of an RSU.  The Participant agrees that the Participant’s employer (the “Employer”) may, in its discretion, (i) require the Participant to remit to the Employer on the date on which an RSU vests cash in an amount sufficient to satisfy all applicable required withholding taxes and contributions related to such vesting, (ii) deduct from his regular salary payroll cash, on a payroll date following the date on which an RSU vests, in an amount sufficient to satisfy such obligations, or (iii) withhold and sell sufficient shares of Stock that become issuable to the Participant on the applicable vesting date to satisfy such obligations.

10.           Data Privacy

The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.  The Participant hereby understands that the Company and its Subsidiaries and Affiliates hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  The Participant hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere (including countries outside of the European Union), and that the recipient’s country may have different data privacy laws and protections than the Participant’s 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 RSU.  The Participant hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.  The Participant hereby understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.  The Participant hereby understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant hereby understands that the Participant may contact the Participant’s local human resources representative.

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 RSUs 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 this RSU 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 RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs has been granted repeatedly in the past; (c) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company; (d) Participation in the Plan is voluntary; (e) the RSU is 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 is unknown and cannot be predicted with certainty; and (g) in consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or shares received upon vesting including (without limitation) any claim or entitlement resulting from termination of the Participant’s active employment 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.           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)           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.

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

(d)           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.

(e)           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.

(f)            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.

(g)           All notices, consents, requests, approvals, instructions and other communications provided for herein shall be validly given or made when delivered 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.

(h)           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.

(i)            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.

(j)            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.

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

EX-10.3

Exhibit 10.3

priceline.com Incorporated 1999 Omnibus Plan

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as of the ___ day of __________, 2007, by and between priceline.com Incorporated, a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and ____________________ (the “Participant”).

W I T N E S S E T H:

Pursuant to terms of the priceline.com Incorporated 1999 Omnibus Plan (the “Plan”), the Board of Directors of the Company has authorized this Agreement. The Participant has been granted on __________, 2007, (the “Grant Date”), subject to execution of this Agreement, the number of restricted shares of Company Stock (the “Restricted Stock”) 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.

1.             The Grant

(a)           Subject to the terms and conditions set forth herein, the Participant is granted ________________ (###) shares of Restricted Stock.

(b)           Subject to Section 2 hereof, the Restricted Stock granted under this Agreement shall vest on the third anniversary of the Grant Date (“Vesting Date”), provided that, on such Vesting Date, the Participant has been in Continuous Service through such date. For avoidance of doubt, subject to Section 2 hereof, there shall be no proportionate or partial vesting in the periods prior to such Vesting Date, and vesting shall occur only on the applicable Vesting Date pursuant to this Section 1(b). Upon satisfaction of the vesting requirement set forth in this Section 1(b), the restrictions on the vested Restricted Stock shall lapse. For purposes of this Agreement, “Continuous Service” shall mean that the Participant’s service with the Company or any Subsidiary or Affiliate whether as an employee, director or consultant, is not interrupted or terminated.

2.             Effect of Termination of Continuous Service; Change in Control

(a)           Subject to Section 2(a) and (b), upon the Participant’s termination of Continuous Service, the unvested portion of the Restricted Stock granted under this Agreement shall be immediately forfeited and canceled.

(b)           Notwithstanding Sections 1(b) or 2(a), upon the date of a termination of Continuous Service that occurs prior to a Change in Control (i) by the Company other than for Cause or, (ii) by the Participant, as applicable, on account of Good Reason, death or Disability, the Participant shall be vested in a ProRata Number of Shares of Restricted Stock, and any unvested shares shall be immediately forfeited and canceled.

(c)           Notwithstanding Sections 1(b) or 2(a), in the event of a Change in Control, a Participant who was in Continuous Service immediately prior to the Change in Control and who is in Continuous Service on a date which is six (6) months after the Change in Control shall be vested as of such date in a ProRata Number of Shares of Restricted Stock and, subject to Section 2(d), shall become vested in the remaining portion of any unvested shares of Restricted Stock on the Vesting Date, provided that, notwithstanding the foregoing, to the extent that any share (or fraction thereof) of Restricted Stock is exchanged for cash incident to the Change in Control, the Participant shall, as of the date of the Change in Control, be fully vested in such number of shares of Restricted Stock (or fractions thereof) exchanged for cash.

(d)           Notwithstanding Sections 1(b) or 2(a), in the event that, on or after a Change in Control, the Participant’s employment is terminated prior to the Vesting Date by the Company other than for Cause or by the Executive, as applicable, on account of Good Reason, death or Disability, the Participant shall be fully vested in the Restricted Stock granted under this Agreement, as of the date of such termination, provided that the Participant was in Continuous Service immediately prior to the Change in Control.

(e)           Notwithstanding Sections 1(b) or 2(a), in the event that the Participant’s employment is terminated by the Company other than for Cause and prior to and in anticipation of a Change in Control, the Participant shall, as of the date of such termination, be fully vested in the Restricted Stock granted under this Agreement.

(f)            A “ProRata Number of Shares of Restricted Stock” means a number of shares of Restricted Stock equal to the number of shares of Restricted Stock granted under this Agreement subject to Sections 2(b) and 2(c), multiplied by a fraction, (A) the numerator of which is the number of fully completed months that have elapsed during the period commencing on the Grant Date and ending on the determination date, and (B) the denominator of which is 36.

(i)            The determinations of partial vesting upon a Change in Control and whether the Participant’s Continuous Service is terminated by the Company in anticipation of a Change in Control or other than for Cause shall be made by the Committee, in its sole discretion.

(g)           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);

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(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 “Sale”), unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) the Company (or, if the Company ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of 35% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); or

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

Notwithstanding the foregoing, 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.

(h)           For the purposes of Section 2, the following terms shall have the following meanings:

 “Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

 “Cause” shall have the meaning set forth in (i) the Participant’s employment agreement with the Company, if any, in force at the time of the Participant’s termination of employment, and, if none, (ii) the Plan.

 “Disability” shall have the meaning set forth in the Company’s long-term disability plan covering the Participant.

 “Good Reason” shall have the meaning set forth in the Participant’s employment agreement, if any, in force at the time of the Participant’s termination of employment, and, if none, then no shares of Restricted Stock granted under this Agreement shall be vested on account of a termination of employment by the Participant other than on account of death or Disability.

 “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock or (5) the Participant or any group of persons including the Participant, or any entity controlled by the Participant or any group of persons including the Participant; provided the Participant is an executive officer, director or more than 10% owner of Stock.

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3.             Nontransferability of Grant

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

4.             Dividend and Distribution Rights

The Committee in its discretion may require any dividends or distribution paid on the Restricted Stock be held in escrow until all restrictions on such Restricted Stock have lapsed.

5.             Stock; Adjustment Upon Certain Events.

(a)           Stock to be issued under this Agreement 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 Restricted Stock 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)           In the event of a Change in Control, the consideration payable to other shareholders of the Company shall be substituted for the Restricted Stock, provided that the vesting requirements with respect to such Restricted Stock pursuant to Sections 1 and 2 hereof shall apply and further provided that if the acquiring entity does not agree to such restrictions upon the substituted property, then such Restricted Stock shall be fully vested upon a Change in Control.

6.             Determinations

Each determination, interpretation or other action 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.

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7.             Other Conditions

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

8.             Notification of Election Under Section 83(b) of the Code

If the Participant shall, in connection with the grant of Restricted Stock under this Agreement, make the election permitted under Section 83(b) of the Internal Revenue Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Internal Revenue Code), then the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service.

9.             Withholding Taxes

The Participant shall be liable for any and all U.S. federal, state or local taxes of any kind required by law to be withheld with respect to the vesting of Restricted Stock. When the Restricted Stock vests, the Participant shall surrender to the Company a sufficient number of whole shares of Stock as necessary to cover all applicable required withholding taxes and social security contributions related to such vesting. The value of any fraction of retained shares not necessary for required withholding shall be applied to the Participant’s federal income tax withholding by the Company generally.  Instead of requiring the Participant to surrender shares as described above, the Company may, in its discretion, (a) require the Participant to remit to the Company on the date on which the Restricted Stock vests cash in an amount sufficient to satisfy all applicable required withholding taxes and social security contributions related to such vesting, or (b) deduct from his regular salary payroll cash, on a payroll date following the date on which the Restricted Stock vests, in an amount sufficient to satisfy such obligations.

In lieu of surrendering shares of Stock to cover all applicable required withholding taxes and social security contributions, the Participant may, by providing notice to the Company within 30 days of the Grant Date (a) elect to remit to the Company on the date on which the Restricted Stock vests cash in an amount sufficient to satisfy such obligations, or (b) request the Company to deduct from his regular salary payroll cash, on a payroll date following the date on which the Restricted Stock vests, in an amount sufficient to satisfy such obligations, which request the Committee may choose to honor in its sole discretion.  Notwithstanding the foregoing, if the Participant makes an election under Section 8 above, the Participant shall remit to the Company in cash an amount sufficient to satisfy any withholding obligations at the time the notice described in Section 8 is delivered to the Company.

10.           Distribution of Restricted Stock

Upon the vesting of any shares of Restricted Stock pursuant to the terms hereof, the restrictions of Sections 2 and 3 shall lapse with respect to such shares of vested Restricted Stock. Reasonably promptly after any shares of Restricted Stock vests, the Company shall cause to be delivered to the Participant a certificate evidencing such Stock.

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11.           Non-solicitation

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

12.           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)           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.

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

(d)           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.

(e)           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.

(f)            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.

(g)           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

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party may designate by like notice. Notices to the Company shall be addressed to its principal office, attention of the Company’s General Counsel.

(h)           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.

(i)            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.

(j)            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.

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

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