Exhibit 10.3
PART-TIME EMPLOYMENT AND
TRANSITION AGREEMENT
PART-TIME EMPLOYMENT AND TRANSITION
AGREEMENT (the “ Agreement ”), dated as of
October 19, 2005 (the “ Effective Date ”),
by and between priceline.com Incorporated, a Delaware corporation,
with its principal office at 800 Connecticut Avenue, Norwalk,
Connecticut 06854 (the “ Company ”), and Thomas
P. D’Angelo (“ Executive ”).
W
I T N
E S S E T H
:
WHEREAS , Executive has been employed as the Controller
and Chief Accounting Officer of the Company; and
WHEREAS , the parties desire and agree to enter into
this Agreement to facilitate a smooth transition of
Executive’s responsibilities;
NOW, THEREFORE
, in consideration of the premises
and mutual covenants contained herein and for other good and
valuable consideration, the parties agree as follows:
1.
Duration of Part-Time
Employment Relationship . On and after December 15, 2005, the
Company agrees to employ Executive on a part-time basis through
March 31, 2006 (the “ Part-Time Employment Period
”). In this capacity, Executive shall continue to
report to the Chief Financial Officer of the Company.
2.
Obligations
. During the Part-Time
Employment Period, Executive shall devote up to ten (10) hours
per week to the Company’s business. In providing
services pursuant to this Agreement, Executive agrees to act on a
timely basis and to use his good faith efforts to perform those
services professionally and diligently. Executive may perform
services from home.
3.
Base Salary
. During the Part-Time Employment
Period, the Company shall pay Executive a base salary of
$35,000. Base salary shall be payable in accordance with the
usual payroll practices of the Company. In addition,
Executive shall be paid $120.00 for each hour of work he does on
the Company’s behalf during the Part-Time Employment Period
that is in excess of the ten (10) hour commitment per week set
forth in Section 3 above, provided , that the nature of
the additional work and the additional time are pre-approved in
writing by the Company’s Chief Financial Officer.
4.
2005
Bonus . Executive shall be
eligible to receive a bonus for services performed during 2005 as
if he had been a full-time employee of the Company for all of 2005;
provided, however , the amount of the bonus, if any, shall
be subject to the complete discretion of the Compensation Committee
of the Company’s Board of Directors. Any bonus payment
shall be paid to Executive by March 31, 2005.
(a)
Long Term
Compensation . During the Part-Time
Employment Period, any stock options or restricted stock held by
Executive shall continue to vest in accordance with their
terms. In accordance with the terms of priceline.com’s
1999 Omnibus Plan, any stock options that are exercisable on
March 31, 2006 (the “ Separation Date ”)
shall remain exercisable until the date that is 90 days after such
Separation Date, on which date they shall expire. Any stock
options schedu
