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

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:

1.1                                 1/3 on 15 September 2005;

1.2                                 1/3 on 15 September 2006; and

1.3                                 1/3 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: