Exhibit 10.6.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), made as of this
16th day of November, 1998 (the "Employment Agreement"), is by and between Mr.
Xxxxx Xxxx ("Employee"), and xxxxxxxxx.xxx Incorporated, a Delaware corporation
(the "PriceLine") and the successor by merger to xxxxxxxxx.xxx LLC, formerly a
Delaware limited liability company. In connection with that certain Amendment
to the Xxxxxxxxx.xxx LLC Non-Qualified Option Agreement, made as of the date
hereof, by and between the Employee and PriceLine (the "Option Agreement"), the
parties desire to amend certain terms and conditions of the Employment
Agreement related to the subject matter of the Option Amendment. Unless
defined in this Amendment, all defined terms used herein but not defined herein
shall have the meanings set forth in the Employment Agreement.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree that the Agreement is hereby amended as
follows:
1. PRICELINE OPTION. The Employee and PriceLine agree that Section
3(d)(i) of the Employment agreement is hereby amended by deleting (a)
from the fifth line thereof the phrase "up to 2,2000,000 PriceLine
Units" and replacing the same with the phrase "up to 1,955,000
PriceLine Units." and (b) from the fifth and sixth line thereof the
phrase ",which represent approximately 3.2% of PriceLine's estimated
capitalization,".
2. VESTING OF PRICELINE OPTION. The Employee and PriceLine agree that
Section 3(c)(iv) of the Employment agreement is hereby amended by
deleting the same in its entirety and replacing the same with the
following:
(iv) Subject to Section 5 hereof, the Option shall vest as to
(A) 1,200,000 of the PriceLine Units underlying the Option on
June 1, 1998; (B) 500,000 of the PriceLine Units underlying the
Option on June 1, 1999; and (C) 255,000 of the PriceLine Units
underlying the Option on June 1, 2000.
3. EFFECTIVE DATE. This Amendment shall be effective as of the date
indicated in the introductory paragraph of this Amendment.
4. NO OTHER AMENDMENTS; GOVERNING DOCUMENT. Except as modified by this
Amendment, all other terms and provisions of the Employment Agreement
shall remain in full force and effect; PROVIDED, HOWEVER, that in the
event that any term or condition of this Amendment conflicts or is
inconsistent with, or otherwise contrary to, any term or provision of
the Employment Agreement, then the terms and provisions of the
Amendment shall control.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
on the date indicated above.
EMPLOYEE XXXXXXXXX.XXX INCORPORATED
/s/ Xxxxx Xxxx /s/ Xxxxxxx X. Xxxx
-------------------------------- --------------------------------------
Xxxxx Xxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President & Secretary
