On March 4, 2009, priceline.com Incorporated (the "Company") will grant Jeffery H. Boyd, the Company's President and Chief Executive Officer, and Robert J. Mylod, the Company's Vice Chairman and Head of Worldwide Strategy and Planning, 27,828 and 19,358 restricted stock units, respectively, under the priceline.com 1999 Omnibus Plan, as amended, a stockholder approved plan. As described in more detail below, the restricted stock units will be forfeited if the Company's common stock does not achieve and maintain certain stock price thresholds during the three year period beginning March 4, 2009 and ending March 4, 2012.

Any restricted stock units that vest pursuant to the terms of the award agreement are payable in shares of the Company's common stock. 50%, 75% or 100% of the restricted stock units will vest if the stock price thresholds set forth below are achieved and maintained (the Company's common stock must close at or above the stock price thresholds set forth below) for twenty (20) consecutive trading days during the six month period preceding the March 4, 2012 vesting date. The stock price thresholds and applicable vesting percentages are:

RSUs forfeited         Less than $97.05 per share
50% of RSUs will vest  $97.05 per share, but less than $104.69 per share
75% of RSUs will vest  $104.69 per share, but less than $113.03 per share

Subject to certain exceptions related to a change in control and terminations other than for "cause," or on account of death or disability, Messrs. Boyd and Mylod must continue their service through March 3, 2012 in order to receive any shares of the Company's common stock. This summary of the terms of the grants is qualified in its entirety by the form of restricted stock unit agreement attached hereto as Exhibit 10.1, which is hereby incorporated herein by reference.

(d) Exhibits.

Exhibit 10.1 Form of 2009 Restricted Stock Unit Agreement (Boyd and Mylod) for awards under the 1999 Omnibus Plan, as amended.