Exhibit 10.7.2
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
Xx. Xxxxxxx Xxxxx ("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
Amendment"), 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(e)(l) of the Employment agreement is hereby amended by
deleting (a) from the fifth line thereof the phrase "up to
1,750,000 PriceLine Units" and replacing the same with the
phrase "up to 1,602,500 PriceLine Units." and (b) from the fifth
and sixth line thereof the phrase ",which represent
approximately 2.55% of PriceLine's estimated capitalization on
the Launch Date,".
2. VESTING OF PRICELINE OPTION. The Employee and PriceLine agree
that Section 3(e)(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) 750,000 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) 352,500 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 DOCUMENTS. 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/ Xxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxx
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Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President and Secretary
