Employment Agreement [Amendment] - priceline.com Inc. and Heidi G. Miller
Amendment to Employment Agreement
The employment agreement, dated as of February 18, 2000, by and between
priceline.com Incorporated and Ms. Heidi G. Miller, shall be amended by
replacing paragraph 4(c)(i) in its entirety with the following:
"(i) Options in Common Stock of the Company.
On the Commencement Date, Executive was granted stock options (the
"Original Stock Options") under a stand-alone plan having terms substantially
similar to the terms of the priceline.com Incorporated 1999 Omnibus Plan (the
"Plan") to purchase two million five hundred thousand (2,500,000) shares of the
Company's common stock (the "Common Stock"). On August 9, 2000, Executive was
granted certain stock options (the "Refresher Options" and, together with the
Original Stock Options, the "Option") pursuant to the terms of a Stock Option
Award (the "Stock Option Award"), dated August 9, 2000, by and between the
Company and Executive. The grant of the Original Options and the Refresher
Options are each referred to herein as a "Separate Option Grant." The Original
Options shall terminate on the tenth (10) anniversary of the date of grant or,
if earlier, following a termination of Executive's employment with the Company
as provided below. The per share exercise price with respect to one million
(1,000,000) shares of the Common Stock subject to the Original Options is the
Fair Market Value of the Common Stock on the date of grant of the Original
Options which is equal to the closing market price of the Common Stock on the
NASDAQ Stock Market on the last trading day prior to the date of grant (such
portion of the Original Options, the "FMV Options"). The exercise price with
respect to the remaining one million five hundred thousand (1,500,000) shares of
the Common Stock subject to the Original Options is $90.00 per share (such
portion of the Original Options, the "Premium Options"). The Original Options
will vest and become exercisable as to one sixth (1/6) of the Original Options
upon the Commencement Date, as to one sixth (1/6) of the Original Options on
December 31, 2000, as to one-third (1/3) of the Original Options on December 31,
2001 and as to the final one-third (1/3) of the Original Options on December 31,
2002, provided that Executive is employed by the Company on such vesting dates,
subject to accelerated vesting and excercisability as provided below. The
Refresher Options shall have the terms set forth in the Stock Option Award. On
each vesting date, forty percent (40%) of the portion of the Original Options
vesting on each such vesting date shall be FMV Options and sixty percent (60%)
of the portion of the Original Options vesting on each such vesting date shall
be Premium Options.
Vesting and exercisability shall be accelerated as follows: (i) upon a
Termination without Cause or a Termination for Good Reason, each Separate Option
Grant will immediately vest and become exercisable (to the extent not then
vested) as follows: sixty-five percent (65%) of the shares, if the termination
takes place prior to the first anniversary of the Commencement Date; eighty-two
and one-half percent (82.5%) of the shares, if the termination takes place on or
after the first anniversary of the Commencement Date and prior to the second
anniversary of the Commencement Date; and one hundred percent (100%) of the
shares, if the termination takes place thereafter; or (ii) upon death or
Termination for a Disability, each Separate Option Grant will immediately vest
as to fifty percent (50%) of Executive's then unvested shares; and (iii) in the
event of a Change in Control, each Separate Option Grant will vest and become
exercisable (to the extent not then vested): sixty-five percent (65%) of the
shares, if the Change in Control takes place prior to the first anniversary
of the Commencement Date; eighty-two and one-half percent (82.5%) of the shares,
if the Change in Control takes place on or after the first
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anniversary of the Commencement Date and prior to the second anniversary of the
Commencement Date; and one hundred percent (100%) of the shares, if the Change
in Control takes place thereafter; provided that the remaining unvested shares
shall vest and become exercisable (to the extent not otherwise vested and
exercisable prior thereto by the other terms hereof) six (6) months after the
Change in Control, if the Executive is then employed by the Company or, if
earlier, upon a Termination without Cause, Termination for Good Reason, death,
Termination for Disability or the Option not being continued or assumed upon the
Change in Control. Upon a termination, each Option shall continue to be
exercisable as follows: (i) in the event of a termination due to Termination
without Cause, Termination for Good Reason, death or Termination for Disability,
the Option shall continue to be exercisable for eighteen (18) months following
the date of such termination and (ii) in the vent of a Termination for Cause or
by the Executive without Good Reason, all unvested options shall be forfeited
and vested options shall remain exercisable for ninety (90) days following the
date of such termination."
IN WITNESS WHEREOF, the parties hereto have duly executed this amendment
as of August 21, 2000.
PRICELINE.COM INCORPORATED
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By: Rick Braddock
Title: Chairman
HEIDI G. MILLER
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