Exhibit 10.1
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
,
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
(the “Grant Date”) 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 the
Participant 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, 86% of the RSUs granted under
this Agreement
(
RSUs) shall vest on March 1, 2011 (the “First Vesting
Date”) and the remaining 14% of the RSUs
(
RSUs) shall vest on the third anniversary of the Grant Date (the
“Second Vesting Date”); provided that the Participant
has been in Continuous Service through each such date. For
avoidance of doubt, subject to Section 4 hereof, the
Participant shall become vested in the RSUs only on the First
Vesting Date and Second 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 First Vesting Date and the Second 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.
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2.
No 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 become declared or
payable prior to the vesting date.
3.
No Voting Rights
The Participant shall not be a
stockholder 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), and (e), upon the
Participant’s termination of Continuous Service, any portion
of the RSUs granted under this Agreement that is not then vested
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 on account of death or Disability, if
any portion of the RSUs granted under this Agreement are not
vested, the Participant (or the Participant’s designated
beneficiary in the event of the Participant’s death) shall
become vested in a ProRata Number of RSUs, and any remaining
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 (the “Six-Month Date”) shall become vested as
of such date in a ProRata Number of RSUs that are then not vested
and, subject to Section 4(d), shall become vested in the
remaining unvested portion of such RSUs on the Second Vesting Date,
provided that, the Participant remains in Continuous Service
through the Second Vesting Date, and 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, a Participant’s employment is
terminated by the Company other than for Cause or by the
Participant on account of death or Disability, the Participant (or
the Participant’s designated beneficiary in the event of the
Participant’s death) shall be fully vested in any RSUs
granted under this Agreement that remain unvested as of the date of
such termination.
(e)
A “ProRata Number of RSUs” means (i) if, at the
time of the applicable vesting date described in
Section 4(b) or 4(c), the First Vesting Date has not yet
occurred, a number of RSUs equal to the number of RSUs granted
under this Agreement, multiplied by a fraction, 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
date of termination of Continuous Service or the Six-Month Date,
whichever is applicable pursuant to Section 4(b) or 4(c),
and the
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denominator of which is 36 and (ii) if the
First Vesting Date has occurred, a number of RSUs equal to the
number of RSUs scheduled to vest on the Second Vesting Date,
multiplied by a fraction, the numerator of which is the number of
fully completed months that have elapsed during the period
commencing on the First Vesting Date and ending on the date of
termination of Continuous Service or the Six-Month Date, whichever
is applicable pursuant to Section 4(b) or 4(c), and the
denominator of which is 5; provided , however , that
if the Change in Control occurs so that the Six-Month Date falls
after the Second Vesting Date, the numerator shall be 5.
(f)
The determinations of partial vesting upon a Change in Control and
whether the Participant’s Continuous Service is terminated by
the Company other than for Cause shall be made by the Committee, in
its sole discretion.
(g)
For the purposes of Section 4, the following terms shall have
the following meanings:
“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 mean
(i) any physical or mental condition that would qualify a
Participant for a disability benefit under any long-term disability
plan maintained by the Company and applicable to him or her,
(ii) if there is no such plan, such condition provided in any
applicable governmental statute or regulation that constitutes a
Disability, or (iii) if there is no such applicable statute or
regulation, such other condition as may be determined by the
Committee in its sole discretion to constitute a
Disability.
(h)
For purposes of calculations made under this Section 4,
results shall be rounded to the nearest 100 th using the
common rounding method ( i.e. , increase the last digit by 1
if the next digit is 5 or more).
5.
Nontransferability of
Grant
Except as otherwise provided herein
or in the Plan, RSUs shall not 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) &
