Sample Business Contracts

Employment Agreement [Amendment] - Inc. and Richard Braddock

Employment Forms

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     This Amendment, dated June 12, 2000 ("Amendment"), to the Amended and
Restated Employment Agreement, dated as of August 15, 1998 ("Employment
Agreement") between Incorporated, a Delaware corporation
("priceline") and Richard Braddock ("Employee").

     WHEREAS, priceline and Employee desire to amend the Employment
Agreement to reflect certain changes in Employee's status and duties, as
approved by priceline's Board of Directors.

     NOW THEREFRE, intending to be legally bound thereby, the parties agree
as follows:

     1.   Sections 1 and 2 of the Employment Agreement are hereby amended
          to read in their entirety as follows:

          "1.  Employment.

          (a)  priceline hereby agrees to employ the Employee, and the
               Employee hereby agrees to serve, as the Chairman of the
               Board of Directors of priceline upon the terms subject to
               the conditions set forth herein.

          (b)  During the Term (as defined herein), the Employee shall
               serve as the Chairman of the Board of Directors of
               priceline, shall be an employee of priceline and shall have
               such responsibilities, duties and authority consistent with
               such position as may from time to time be determined by the
               Board of Directors of priceline.

          (c)  During the Term, the Employee shall diligently and
               faithfully serve priceline and shall devote a substantial
               portion of his working time and efforts to the business and
               affairs of priceline at a location in the greater New York
               metropolitan area. Priceline agrees that the Employee may
               retain his current position and responsibilities as
               non-executive Vice Chairman of Walker Digital LLC and may
               also serve as non-executive Chairman of affiliates of Walker
               Digital LLC from time to time.

               2.   Term. Subject to Section 4 hereof, the term of employment
               by priceline of the Employee pursuant to this Agreement (the
               "Term") is for a period commencing on August 15, 1998 and
               terminating on the third anniversary thereof; provided, that
               the Term shall automatically be extended on the third
               anniversary and each anniversary thereafter for successive
               one year terms unless either party gives not less than 180
               days' prior notice of termination of the Agreement effective
               on the next such anniversary."

     2.   This Amendment shall be effective as of the date hereof and the
          Employment Agreement, as so amended shall remain in full force
          and effect. The Employment Agreement, as amended hereby, the
          Option Agreement and the Confidentiality Agreement (each as
          defined in the Employment Agreement) constitute the sole and
          exclusive agreements of the parties with respect to Employee's
          continuing employment with and obligations to priceline and
          supersede all prior agreements or arrangements of the parties,
          whether written or oral, relating to Employee's employment with
          and obligations to priceline.

      IN WITNESS WHREOF, the parties hereto have executed this Amendment as
      of the date first above written.


                                                /s/ Richard Braddock
                                                Richard Braddock

                                                PRICELINE.COM INCORPORATED

                                                /s/ Daniel H. Schulman
                                                Daniel H. Schulman