PERFORMANCE SHARE UNIT AGREEMENT

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:

***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 und