Exhibit 10.1

October 19, 2005

Daniel Finnegan

c/o priceline.com Incorporated

800 Connecticut Avenue

Norwalk, CT 06854

Dear Dan;

Congratulations on your promotion to Senior Vice President, Controller and Chief Accounting Officer. In connection with your promotion and as consideration for your execution of the Non-Competition and Non-Solicitation Agreement attached as Exhibit A , we would like to provide you with the following severance agreement (the “Agreement”).

If (i) you terminate your employment with priceline.com Incorporated (the “Company”) for Good Reason (as defined below) or (ii) your employment with the Company is terminated by the Company without Cause (as defined below), you shall be entitled to receive, (A) over a period of twelve (12) months after such termination an amount equal to one (1) times the sum of your base salary and target bonus, if any, for the year in which such termination occurs ( provided , however , in the event that the base salary or target bonus, if any, has been decreased in the twelve (12) months prior to the termination, the amount to be used shall be the highest base salary and target bonus, if any, during such twelve (12) month period); (B) any Accrued Amounts (as defined below) at the date of termination; (C) any other amounts or benefits owing to you under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with the terms of such plans and programs; (D) continuation for twelve (12) months following such termination of employment of group health, life and disability insurance benefits as if you were an employee of the Company; and (E) if a bonus plan is in place, the product of (x) the target annual bonus for the fiscal year of your termination, multiplied by (y) a fraction, the numerator of which is the number of days of the current fiscal year during which you were employed by the Company, and the denominator of which is 365, which bonus shall be paid when bonuses for such period are paid to the other executives.

A termination for Good Reason means a termination by you by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined below).

A “ Notice of Termination for Good Reason ” shall mean a notice that shall indicate the specific termination provision specified in the definition of Good Reason below relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason.  Your failure to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any of your rights hereunder or preclude you from asserting such fact or circumstance in enforcing your rights hereunder.  The Notice of Termination for Good Reason shall provide for a date of termination not less than ten (10) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is given.

“ Accrued Amounts ” shall mean any compensation earned but not yet paid, including and without limitation, any bonus if declared or earned but not yet paid for a completed fiscal year, any amount of base salary earned but unpaid, any accrued vacation pay payable pursuant to the Company’s policies, and any unreimbursed business expenses.

“ Cause ,” as used in this Agreement, shall be limited to (i) willful misconduct by you with regard to the Company which has a material adverse effect on the Company; (ii) your willful refusal to attempt to follow the proper written direction of the Board of Directors (the “Board”), the Chief Executive Officer, or the Chief Financial Officer of the Company, provided that the foregoing refusal shall not be “Cause” if you in good faith believe that such direction is illegal, unethical or immoral and promptly so notify the Board, the Chief Executive Officer, or the Chief Financial Officer of the Company (whichever is applicable); (iii) substantial and continuing willful refusal by you to attempt to perform the duties required of you hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to you by the Board, Chief Executive Officer, or the Chief Financial Officer of the Company which specifically identifies the manner in which it is believed that you have substantially and continually refused to attempt to perform your duties hereunder; or (iv) your being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability).  For purposes of this paragraph, no act, or failure to act, on your part shall be considered “willful” unless done or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.

“ Good Reason ,” as used in this Agreement, shall mean the occurrence or failure to cause the occurrence, as the case may be, without your express written consent, of any of the following circumstances:  (i) any material diminution of your positions, duties or responsibilities (except in connection with the termination of your employment for Cause or as a result of your death, or temporarily as a result of your illness or other absence); (ii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from your residence at the time of relocation; (iii) any material breach by the Company of any provision of this Agreement; or (iv) failure of any successor of the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to you upon the assignee becoming such, the obligations of the Company hereunder.

For purposes of this Agreement, a bonus in respect of services performed in a fiscal year shall not be considered to be earned until after the Compensation Committee of the Board (the “Committee”) and/or the Board, as applicable, has reviewed the Company’s performance and your performance in respect of such year and has determined the amount of the bonus, if any, to be payable to you in respect of such year’s performance; provided , however , that if you are still employed by the Company as of December 31 of any year, you shall be considered to have earned the bonus in respect of services performed in such year (to the extent that the Committee and/or the Board determine that such bonus

2

would otherwise have been payable to you had you remained employed through the relevant payment date for such bonus) unless your employment is subsequently terminated by the Company for Cause or by you without Good Reason.

Notwithstanding any other provision contained in this Agreement to the contrary, the parties shall, in good faith, take any and all reasonable actions necessary to amend this Agreement to the extent necessary to comply with the requirements under Section 409A of the Internal Revenue Code of 1986, as amended, in order to ensure that any amounts paid or payable hereunder are not subject to any additional income taxes thereunder while maintaining to the maximum extent practicable the original intent of this Agreement.

Finally, when you joined the Company, you received a grant of 40,000 non-qualified stock options to purchase the Company’s common stock, par value, $0.008 per share  (the “New Hire Stock Options”), and, in connection with your promotion to Senior Vice President, Controller and Chief Accounting Officer, you received a grant of 35,000 non-qualified stock options to purchase the Company’s common stock, par value, $0.008 per share (the “Promotion Stock Options” and, together with the New Hire Stock Options, the “Options”), each option grant with the terms and conditions set forth in the Company’s 1999 Omnibus Plan, as amended.  The New Hire Stock Options shall continue to have, and the Promotion Stock Options shall have, the following accelerated vesting provisions: upon the occurrence of a Change in Control (as defined below), the Options will become fully exercisable and vested on the date that is six (6) months from the date of the Change in Control; provided that you are (a) employed by the Company on the date of the Change in Control and (b) employed by the Company on the date that is six (6) months from the date of the Change in Control.  In the event that you are terminated by the Company without Cause (as defined above) within six (6) months following a Change in Control, the Options will become fully exercisable and vested and will remain exercisable until the date that is six (6) months after such termination, on which date they shall expire.  “ Change in Control ” has the meaning assigned to it in priceline.com’s 1999 Omnibus Plan, as amended; provided, however , that the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time) or acquisition of the Company’s securities by Hutchison Whampoa Limited and/or Cheung Kong (Holdings) Limited shall not give rise to a Change in Control.

This Agreement replaces and supersedes the terms of the offer of employment, dated April 14, 2004, in its entirety.

Thank you for your hard work and dedication to the Company.

3

Exhibit A

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (the “ Agreement ”) is dated October 19, 2005 by and between priceline.com Incorporated, a Delaware corporation (the “ Company ”), and Daniel Finnegan (the “ Employee ”).

The parties, intending to be legally bound, agree as follows:

1.                                       ACKNOWLEDGEMENTS

(a)                                   The Employee acknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization.  The Employee acknowledges that the Employee is and shall become familiar with the Company’s confidential information, including trade secrets, and that the Employee’s services are of special, unique and extraordinary value to the Company, its subsidiaries and Affiliates (as defined below).  The Employee acknowledges that the Company has a legitimate business interest and right in protecting its confidential information, business strategies, employee and customer relationships and goodwill, and that the Company would be seriously and irreparably damaged by the disclosure of confidential information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill.  For purposes of this Agreement, “ Affiliate ” means, with respect to any specified person or entity, any other person or entity that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person or entity; and “ Control ” (including, with correlative meanings, the terms “ Controlled by ” and “ under common Control with ”), as used with respect to any person or entity, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

(b)                                  The Employee acknowledges (i) that the business of the Company, its subsidiaries and Affiliates will be global in scope and without geographical limitation and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, its subsidiaries and Affiliates, or any of their respective executives or employees (including, without limitation, the Employee), it is expected that the Company and its subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world.  In addition, the Employee agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 2, 3 or 4 outweighs any potential harm to the Employee of its enforcement by injunction or otherwise.

(c)                                   The Employee acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the confidential information, business strategies, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future.  The Employee expressly acknowledges and agrees that, especially given the nature and scope of the Company’s business, each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.  The Employee further acknowledges that although the Employee’s compliance with the covenants contained in Sections 2, 3 and 4 may prevent the Employee from earning a livelihood in a business similar to the business of the Company, the Employee’s experience and capabilities are such that the Employee has, and will likely continue to have, other opportunities to earn a comparable livelihood and means of support for the Employee and the Employee’s dependents.

4

2.                                       NON-COMPETITION AND NON-SOLICITATION

(a)                                   The Employee agrees that the Employee shall not, while an employee of the Company, and for the duration of the Restriction Period (as defined below), directly or indirectly, without the prior written consent of the Company:

(i)                                      (A)                               engage in any activities, in any capacity, for or on behalf of or invest in any of the following companies or their successors:  (i) any travel businesses of InterActive Corporation; (ii) Expedia, Hotels.com & Hotwire; (iii) Sabre Group and Travelocity; (iv) Lastminute.com plc; (v) the following companies or divisions owned or controlled by Cendant’s Travel Distribution Services (a subsidiary of Cendant Corporation):  Orbitz, CheapTickets, Lodging.com, the Neat Group and Galileo; (vi) the following on-line travel aggregators: SideStep, Inc. (owner and operator of the website SideStep.com), Mobissimo, Inc. (owner and operator of the website Mobissimo.com), Cheapflights Limited (owner and operator of the website Cheapflights.com), Farechase, Kayak.com, or any substantially similar on-line travel search business; and (vii) on-line travel search businesses of Yahoo!, MSN, AOL or Google;

(B)                                 solicit or attempt to solicit any customer or client or actively sought prospective customer or client of the Company or any of its subsidiaries or Affiliates, with respect to the businesses actively operated by the Company or any of its subsidiaries or Affiliates (it being intended that businesses owned but not operated by the Company or any of its subsidiaries or Affiliates, such as, as of the date hereof, the Company’s mortgage business, are not to be covered by this clause (B)), to purchase any travel related goods or services of the type sold by the Company or any of its subsidiaries or Affiliates from anyone other than the Company or any of its subsidiaries or Affiliates; provided , however , that the general advertisement (which shall include, but not be limited to, acting on behalf of an advertising agency or advertising network) for goods or services, other than on behalf of an entity identified in Section 2(a)(i)(A) (i) through (vii) above, shall not violate the terms of this Section 2(a)(i)(B); or

(C)                                 assist any person or entity in any way to do, or attempt to do, anything prohibited by (A) or (B) above; or

(ii)                                   (A)                               solicit, recruit or hire to work for you or any organization with which you are connected, any employees of the Company or any of its subsidiaries or Affiliates or any persons who, within one (1) year of such solicitation, recruitment or hire, have worked for the Company or any of its subsidiaries or Affiliates;

(B)                                 solicit or encourage any employee of the Company or any of its subsidiaries or Affiliates to leave the services of the Company or any of its subsidiaries or Affiliates; and

(C)                                 intentionally interfere with the relationship of the Company or any of its subsidiaries or Affiliates with any person who or which is employed by or otherwise engaged to perform services for the Company or any of its subsidiaries or Affiliates; provided, that neither (1) the general advertisement for employees or the general solicitation of employees by a recruiter nor (2) the Employee’s being named as an employment reference for a current or former employee of the Company and responding to ordinary course inquiries made of the Employee by prospective employers of such employee in connection with such reference, shall be deemed a violation of this clause (ii).

The “ Restriction Period ” means the one-year period following the cessation of the Employee’s employment with the Company for any reason.  The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period in which the Employee is in violation of the provisions of this Section 2.

5

(b)                                  Notwithstanding anything to the contrary contained in this Agreement, the foregoing covenant will not be deemed breached as a result of the Employee’s passive ownership of less than an aggregate of 5% of any class of securities of any entity listed in Section 2(a)(i)(A); provided , however , that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ.

(c)                                   If a final and non-appealable judicial determination is made that any of the provisions of this Section 2 constitutes an unreasonable or otherwise unenforceable restriction against the Employee, the provisions of this Section 2 will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction.  Moreover, notwithstanding the fact that any provision of this Section 2 is determined not to be enforceable in equity, the Company will nevertheless be entitled to recover monetary damages as a result of the Employee’s breach of such provision.

3.                                       INTENTIONALLY OMMITTED

4.                                       NONDISPARAGEMENT

While an employee of the Company, and for the one-year period following cessation of the Employee’s employment with the Company for any reason, the Employee shall not publicly or, in a manner that is intended to become public, make any statements, written or oral, which disparage or defame the goodwill or reputation of the Company, or its directors or senior officers.

5.                                       NOTIFICATION OF SUBSEQUENT EMPLOYER

The Employee hereby agrees that prior to accepting employment with any other person or entity during any period during which the Employee remains subject to any of the covenants set forth in Section 2, the Employee shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company.

6.                                       REMEDIES AND INJUNCTIVE RELIEF

The Employee acknowledges that a violation by the Employee of any of the covenants contained in Section 2, 3 or 4 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate.  Accordingly, the Employee agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 2, 3 or 4 in addition to any other legal or equitable remedies it may have.  The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

7.                                       CONSIDERATION

In consideration for the Employee’s agreement to comply with this Agreement and covenants herein, the adequacy of which is hereby acknowledged by the Employee, the Company has offered the Employee continued employment with the Company and a severance agreement.

6

8.                                       MISCELLANEOUS

(a)                                   Notices .  All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid, with written confirmation of receipt); (ii) sent by facsimile with written confirmation of transmission by the transmitting equipment, provided that a copy is sent by certified mail, return receipt requested; or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number, or individual as a party may designate by notice to the other parties):

or such other addresses as the parties may have furnished to each other pursuant to the provisions of this Section.

(b)                                  Entire Agreement and Modification .  This Agreement supersedes all prior agreements between the parties with respect to its subject matter, and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented or otherwise modified except by a written agreement executed by the parties.

(c)                                   Construction .  In this Agreement, the word “including” indicates examples of a foregoing general statement and not a limitation on that general statement.  No provision of this Agreement will be interpreted for or against any party because that party or its legal representative drafted the provision.

(d)                                  Assignments .  The Company may assign this Agreement or any of its rights and duties hereunder, without Employee’s consent, to any subsidiary or affiliate of the Company or any person or entity which acquires all or substantially all of the assets or business of the Company or any of the Company’s divisions.  This Agreement is personal to Employee and may not be assigned by Employee.  Subject to the foregoing, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of Employee’s heirs, executors, and administrators and the Company’s successors and permitted assigns.

(e)                                   Waiver .  The parties’ rights hereunder are cumulative and not alternative.  Neither the failure nor any delay by any party in exercising any right, power, or privilege hereunder will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.  To the maximum extent permitted by applicable law:  (i) no claim or right arising out of this Agreement can be discharged by a party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided

7

herein.  The Employee will not assert that the Company’s failure or refusal to enforce or delay in enforcing against any of its other employees or former employees any agreement containing obligations identical or similar to those contained in this Agreement constitutes a waiver of the Company’s rights hereunder.

(f)                                     Governing Law; Jurisdiction; Service of Process .  This Agreement will be governed by and construed under the laws of Connecticut without regard to conflicts of laws principles that would require the application of any other law.  Any action or proceeding arising out of or relating to this Agreement may be brought in the courts of the State of Connecticut, County of Fairfield, or, if there is a basis for jurisdiction, in the United States District Court for Connecticut.  Each of the parties irrevocably submits to the jurisdiction of such courts in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

(g)                                  Counterparts .  This Agreement may be executed in one or more counterparts.

The parties have executed this Agreement on the date first written above.

8

Exhibit 10.2

PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as of the 19th day of October 2005 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 Daniel J. Finnegan (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 October 19, 2005 (the “Grant Date”), subject to execution of this Agreement, the number of restricted shares of Company Stock (the “Restricted Stock”) 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.

1.                                        The Grant

(a)                                   Subject to the terms and conditions set forth herein, the Participant is granted ten thousand (10,000) shares of Restricted Stock.

(b)                                  Subject to Section 2 hereof, four thousand (4,000) shares of the Restricted Stock granted under this Agreement shall vest on each of October 19, 2006 and 2007 and one thousand (1,000) shares of the Restricted Stock granted under this Agreement shall vest on each of October 19, 2008 and 2009, if on each such vesting date, the Participant has been in Continuous Service through such date.  For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the applicable vesting dates pursuant to this Section 1(b).  Upon satisfaction of the vesting requirements set forth in this Section 1(b), the restrictions on the vested Restricted Stock, as set forth in Section 2 of this Agreement, shall lapse.  For purposes of this Agreement, “Continuous Service” shall mean the Participant’s service with the Company or any Subsidiary or Affiliate whether as an employee, director or consultant, is not interrupted or terminated.

2.                                        Effect of Termination of Continuous Service; Change in Control

(a)                                   Subject to Section 2(b) below, upon the Participant’s termination of Continuous Service, the unvested portion of the Restricted Stock granted under this Agreement shall be immediately forfeited and canceled.

(b)                                  In the event of a Change in Control, the Participant shall be fully vested in all Restricted Stock granted under this Agreement, if  (i) the Participant was in Continuous Service immediately prior to the Change in Control and (ii) the Participant remains in Continuous Service through the date which is six (6) months after the effective date of the Change in Control.  In the event that the Participant’s Continuous Service is terminated (other than for Cause) by the Company in anticipation of a Change in Control or within six (6) months after the

effective date of a Change in Control, then the Participant shall be fully vested in all Restricted Stock granted under this Agreement.  The determination of whether the Participant’s Continuous Service is terminated by the Company in anticipation of a Change in Control shall be made by the Company, in its sole discretion.

(c)                                   For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any one of the following events:

(i)                                      any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control if such event results from the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below);

(ii)                                   individuals who, on the Grant Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a director subsequent to the Grant Date, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, further, that no individual initially appointed, elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii)                                the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) the Company or (B) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (B), Company Voting Securities are issued or issuable (any event described in the immediately preceding clause (A) or (B), a “Reorganization”) or the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) the Company (or, if the Company ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the

2

Beneficial Owner, directly or indirectly, of 35% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); or

(iv)                               the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, (I) if any Person becomes the Beneficial Owner, directly or indirectly, of 35% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the Beneficial Owner, directly or indirectly, of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities Beneficially Owned by such Person, a Change in Control of the Company shall then be deemed to occur and (II) the acquisition following the Effective Date of Company Voting Securities by Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their Affiliates shall be deemed not to result in a Change in Control until such time as Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their Affiliates become the Beneficial Owners in the aggregate of 50% or more of the combined voting power of Company Voting Securities (and for this purpose the preceding clause (I) shall not apply).

(d)                                  For the purposes of Section 2(c), the following terms shall have the following meanings:

(i)                                      “Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

(ii)                                   “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

(iii)                                “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same

3

proportions as their ownership of shares of Common Stock or (5) the Participant or any group of persons including the Participant, or any entity controlled by the Participant or any group of persons including the Participant; provided the Participant is an executive officer, director or more than 10% owner of Stock.

3.                                        Nontransferability of Grant

Except as otherwise provided herein or in the Plan, no unvested Restricted Stock shall be assigned, negotiated, pledged, or hypothecated in any way or be subject to execution, attachment or similar process.  Prior to the vesting of any Restricted Stock, no transfer of the Participant’s rights with respect to such Restricted Stock, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such rights, such Restricted Stock, and all of the rights related thereto, shall be forfeited by the Participant.

4.                                        Dividend and Distribution Rights

The Committee in its discretion may require any dividends or distribution paid on the Restricted Stock be held in escrow until all restrictions on such Restricted Stock have lapsed.

5.                                        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)                                  The existence of this Agreement and the Restricted Stock granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company or any affiliate, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Stock, the authorization or issuance of additional shares of Stock, the dissolution or liquidation of the Company or any affiliate or sale or transfer of all or part of the assets or business of the Company or any affiliate, or any other corporate act or proceeding.

6.                                        Determinations

Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee or the Board in good faith shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Participant and the Company, and their respective heirs, executors, administrators, personal representatives and other successors in interest.

7.                                        Other Conditions

The transfer of any shares of Restricted Stock shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares of

4

Restricted Stock are in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Stock is traded.

8.                                        Notification of Election Under Section 83(b) of the Code

If the Participant shall, in connection with the grant of Restricted Stock under this Agreement, make the election permitted under Section 83(b) of the Internal Revenue Code ( i.e. , an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Internal Revenue Code), then the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service.

9.                                        Withholding Taxes

The Participant shall be liable for any and all U.S. federal, state or local taxes of any kind required by law to be withheld with respect to the vesting of Restricted Stock.  When the Restricted Stock vests, the Participant shall surrender to the Company a sufficient number of whole shares of Stock as necessary to cover all applicable required withholding taxes and social security contributions related to such vesting.  The Company will provide the Participant with a cash refund for any fraction of surrendered shares of Stock not necessary for required withholding taxes and social security contributions.  Instead of requiring the Participant to surrender shares as described above, the Company may, in its discretion, (a) require the Participant to remit to the Company on the date on which the Restricted Stock vests cash in an amount sufficient to satisfy all applicable required withholding taxes and social security contributions related to such vesting, or (b) deduct from his regular salary payroll cash, on a payroll date following the date on which the Restricted Stock vests, in an amount sufficient to satisfy such obligations.

In lieu of surrendering shares of Stock to cover all applicable required withholding taxes and social security contributions, the Participant may, by providing notice to the Company within 30 days of the Grant Date (a) elect to remit to the Company on the date on which the Restricted Stock vests cash in an amount sufficient to satisfy such obligations, or (b) request the Company to deduct from his regular salary payroll cash, on a payroll date following the date on which the Restricted Stock vests, in an amount sufficient to satisfy such obligations, which request the Committee may choose to honor in its sole discretion.  Notwithstanding the foregoing, if the Participant makes an election under Section 8 above, the Participant shall remit to the Company in cash an amount sufficient to satisfy any withholding obligations at the time the notice described in Section 8 is delivered to the Company.

10.                                  Distribution of Restricted Stock

Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 2 and 3 shall lapse with respect to such vested Restricted Stock.  Reasonably promptly after any Restricted Stock vests, the Company shall cause to be delivered to the Participant a certificate evidencing such Stock.

5

11.                                  Miscellaneous

(a)                                   This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees.  The Company shall assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement.  Notwithstanding the foregoing, this Agreement may not be assigned by the Participant.

(b)                                  No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(c)                                   This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(d)                                  The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(e)                                   The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

(f)                                     The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(g)                                  All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice.  Notices to the Company shall be addressed to its principal office, attention of the Company’s General Counsel.

(h)                                  The Plan and this Agreement constitute the entire Agreement and understanding between the parties with respect to the matters described herein and supercede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

(i)                                      This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the state of Delaware without reference to principles of conflict of laws.

6

(j)                                      The Company represents and warrants that it is duly authorized by its Board and/or the Committee (and by any other person or body whose authorization is required) to enter into this Agreement, that there is no agreement or other legal restriction which would prevent it from entering into, and carrying out its obligations under, this Agreement, and that the officer signing this Agreement is duly authorized and empowered to sign this Agreement on behalf of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

7

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 scheduled to vest after the Separation Date shall not be exercisable, and shall expire at the close of business on such date.  Executive specifically acknowledges, understands and agrees that he is not entitled to receive, and hereby gives up any right to, the future issuance of any priceline.com Incorporated equity, including, without limitation, stock options or restricted stock.

(b)                                  Employee Benefits .  The Company shall continue Executive’s medical and dental insurance coverage during the Part-Time Employment Period, at the same level as he would have received had

he been employed by the Company as a full-time employee during the Part-Time Employment Period, provided that Executive makes the periodic benefit payments required of other employees of the Company.

5 .                                        Company Policies .  Executive agrees that during the Part-Time Employment Period, he shall continue to abide by all of the Company policies in existence on the Effective Date and shall not work for or on behalf of any of the following companies or their successors:  (i) any travel businesses of InterActive Corporation; (ii) Expedia, Hotels.com & Hotwire; (iii) Sabre Group and Travelocity; (iv) any companies or divisions owned or controlled by Cendant’s Travel Distribution Services (a subsidiary of Cendant Corporation) including, without limitation,  Orbitz, CheapTickets, Lodging.com, the Neat Group  and Galileo.

6.                                        Section 409(A) of the Internal Revenue Code of 1986 .  Notwithstanding any other provision contained in this Agreement to the contrary, the parties shall, in good faith, take any and all reasonable actions necessary to amend this Agreement to the extent necessary to comply with the requirements under Section 409A of the Internal Revenue Code of 1986, as amended, in order to ensure that any amounts paid or payable hereunder are not subject to any additional income taxes thereunder while maintaining to the maximum extent practicable the original intent of this Agreement.

7.                                        Miscellaneous .

(a)                                   Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without reference to principles of conflict of laws.

(b)                                  Entire Agreement/Amendments .  This Agreement and the instruments contemplated herein, contain the entire understanding of the parties with respect to the employment of Executive by the Company and supersedes any prior agreements between the Company and Executive.  There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein and therein.  This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c)                                   Assignment .  This Agreement shall not be assignable by Executive.  This Agreement shall be assignable by the Company only to an acquirer of all or substantially all of the assets of the Company, provided such acquirer promptly assumes all of the obligations hereunder of the Company in a writing delivered to the Executive and otherwise complies with the provisions hereof with regard to such assumption.

(d)                                  Successors; Binding Agreement; Third Party Beneficiaries .  This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees legatees and permitted assignees of the parties hereto.

(e)                                   Withholding Taxes .  The Company may withhold from any and all amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(f)                                     Counterparts .  This Agreement may be signed in counterparts (including via facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(g)                                  Headings .  The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.