{"id":39475,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-priceline-com-inc-and-richard-braddock.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-priceline-com-inc-and-richard-braddock","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-priceline-com-inc-and-richard-braddock.html","title":{"rendered":"Employment Agreement &#8211; Priceline.com Inc. and Richard Braddock"},"content":{"rendered":"<pre>\n              AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n      AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 15, 1998 by\nand between priceline.com Incorporated, a Delaware corporation (\"PriceLine\") and\nMr. Richard Braddock, a resident of the State of Connecticut (the \"Employee\").\n\n      WHEREAS, PriceLine desires that the Employee serve, and the Employee\ndesires to serve, as the Chairman and Chief Executive Officer of PriceLine under\nthe terms and conditions of this Agreement; and\n\n      NOW, THEREFORE, intending to be legally bound hereby, the parties agree as\nfollows:\n\n            1. Employment.\n\n            (a) PriceLine hereby agrees to employ the Employee, and the Employee\nhereby agrees to serve, as the Chairman and Chief Executive Officer of PriceLine\nupon the terms and subject to the conditions set forth herein.\n\n            (b) During the Term (as defined herein), the Employee shall serve as\nthe Chairman and Chief Executive Officer of PriceLine and shall have such\nresponsibilities, duties and authority consistent with such position as may from\ntime to time be determined by the Board of Directors of PriceLine.\n\n            (c) During the Term, the Employee shall diligently and faith fully\nserve PriceLine and shall devote a majority of his working time and efforts to\nthe business and affairs of PriceLine at a location in the greater New York\nmetro politan area. PriceLine agrees that the Employee may retain his current\nposition and responsibilities as non-executive chairman of True North\nCommunications, Inc. (\"True North\").\n\n            2. Term. Subject to Section 4 hereof, the term of the employ ment by\nPriceLine of the Employee pursuant to this Agreement (the \"Term\") is for a\nperiod commencing on the date of this Agreement and terminating on the third\nanniversary thereof.\n\n\n            3. Compensation.\n\n            (a) Base Salary. In partial consideration of the Employee's ser\nvices to be rendered pursuant hereto and the Employee's agreement to the cove\nnants and restrictions set forth in Section 6 hereof, PriceLine shall pay to the\nEmployee, effective as of the date hereof, an annual base salary of $300,000\n(the \"Base Salary\"), such salary to be payable to the Employee in semi-monthly\ninstallments in accordance with PriceLine's customary payroll practices. In the\nevent that PriceLine becomes a public company during the Term, PriceLine agrees\nthat its Compensation Committee shall review the Employee's Base Salary and make\nany upward adjustments thereto that such Committee shall deem appropriate.\n\n            (b) Cash Bonus. The Employee shall be eligible to participate in any\ncash bonus program introduced by PriceLine at a level commensurate with the\nEmployee's position and responsibility.\n\n            (c) PriceLine Option.\n\n                  (i) PriceLine previously granted to the Employee an option\n(the \"Option\") to purchase 5,000,000 shares of PriceLine common stock\n(\"PriceLine Shares\"), which represent approximately 4.7% of outstanding common\nstock of PriceLine on a fully diluted basis, pursuant to the terms of an Option\nAgreement between PriceLine and Employee dated July 23, 1998 (the \"Option\nAgreement\"), a copy of which is attached hereto as Exhibit A.\n\n                  (ii) The Option is not intended to qualify as an incentive\nstock option within the meaning of Section 422 of the Internal Revenue Code of\n1986, as amended (the \"Code\").\n\n                  (iii) As set forth in the Option Agreement and subject to\nSections 3(iv) and 4(a)-(e) hereof, the Option shall be exercisable at an\naggregate exercise price of $5,000,000, or a per security exercise price of\n$1.00 per PriceLine Share (the \"Exercise Price\").\n\n                  (iv) The Option shall vest as to (A) 3,000,000 of the\nPriceLine Shares underlying the Option on the earlier to occur of (x) PriceLine\nhaving a public market capitalization of $750 million for five consecutive\ntrading days (for purposes of the foregoing, \"public market capitalization\"\nshall be defined as the closing price of PriceLine common stock multiplied by\nthe number of fully diluted shares of outstanding PriceLine common stock as\ndetermined in accordance\n\n\n                                  2\n\n\nwith generally accepted accounting principles (GAAP)), (y) PriceLine having\npre-tax operating income of $30 million over a twelve month period occurring\nover four consecutive fiscal quarters, or (z) the ninth anniversary of the date\nof this Agreement; (B) 2,000,000 of the PriceLine Shares underlying the Option\non the earlier to occur of (x) a PriceLine initial public offering, (y) the sale\nby PriceLine of at least $50 million of equity at a pre-money valuation of $450\nmillion or greater, or (z) the ninth anniversary of the date of this Agreement.\n\n                  (v) In the event that, following the date of this Agreement,\nPriceLine effects an extraordinary dividend or other extraordinary distribu\ntion, recapitalization, stock split, reverse stock split, reorganization,\nmerger, consolidation, spin-off, combination, repurchase or share exchange, or\nother similar corporate transaction or event that affects the common stock of\nPriceLine, such that an adjustment is appropriate to prevent dilution or\nenlargement of the rights of the Employee with respect to the Option, PriceLine\nshall make such equitable changes or adjustments as are deemed necessary or\nappropriate, to any or all of (A) the number and kind of equity securities for\nwhich the Option is exercisable and (B) the Exercise Price.\n\n                  (vi) Except as otherwise specifically provided for in this\nAgreement, the Option shall be governed by the terms of the Omnibus PriceLine\nOption Plan and the Option Agreement.\n\n            (d) Benefits; Business Expenses\/Car Allowance.\n\n                  (i) During the Term, PriceLine shall provide the Employee with\nhealth, welfare and insurance benefits to the extent and on the same terms as it\nprovides such benefits to its executive officers.\n\n                  (ii) The Employee also shall be entitled to participate in and\nreceive any fringe benefits or perquisites which may become available to\nPriceLine's executive officers.\n\n                  (iii) The Employee shall be reimbursed for all reasonable\ndirect, out-of-pocket business expenses incurred by him in connection with his\nemployment (including, without limitation, expenses for travel and entertainment\nincurred in conducting or promoting business for PriceLine and home office and\nsecretarial expenses) upon timely submission by the Employee of receipts and\nother documentation as required by the Code and in accordance with the normal\nexpense reimbursement policies of PriceLine. In addition, PriceLine will reim-\n\n\n                                       3\n\n\nburse the Employee for a pro rata portion of his expenses relating to his\npersonal car and driver as determined in good faith by the Employee.\n\n            4. Termination.\n\n            (a) Death. The employment by PriceLine of the Employee pursuant to\nthis Agreement shall be terminated upon the death of the Employee. In the event\nthat this Agreement is terminated pursuant to this Section 4(a), (i) the\nEmployee's spouse or heirs shall be entitled to (A) the Base Salary and benefits\nto be paid or provided to the Employee under this Agreement through the Date of\nTermination (as defined herein) and, in the event PriceLine introduces a cash\nbonus program, a pro rata bonus under such plan; and (B) the Base Salary and\nbenefits to be paid or provided to the Employee under this Agreement for the\nperiod commencing on the day after the Date of Termination and ending on the\nlater of (x) the six (6) month anniversary of the Date of Termination or (y) the\nfirst anniversary of the date of this Agreement; and (ii) the Employee's\nexecutor, administrator or other person entitled by law to his rights under the\nOption shall be entitled to exercise the Option in accordance with the schedule\nand terms set forth in Section 3 hereof (with the performance criteria for\nvesting set forth in Section 3(c)(iv) to be met, if at all, prior to the third\nanniversary of the date of this Agreement) and Options shall be exercisable at\nany time prior to the later of (A) one year after the Date of Termination and\n(B) ninety days after the third anniversary of the date of this Agreement,\nprovided that such Options are vested at the time of such exercise. In the event\nthat this Agreement is terminated pursuant to this Section 4(a), and to the\nextent the Option is either not vested pursuant to Section 3(c)(iv) hereof or\nexercisable pursuant to this Section 4(a), the Option shall cease and be of no\nfurther force or effect.\n\n            (b) Disability. The employment by PriceLine of the Employee pursuant\nto this Agreement may be terminated by written notice to the Employee at the\noption of PriceLine, in the event that the Employee has been unable to per form\nhis duties and responsibilities by reason of physical or mental illness or acci\ndent for any six (6) consecutive month period. In the event that this Agreement\nis terminated by PriceLine pursuant to this Section 4(b), the Employee shall be\nentitled to (i) the Base Salary and benefits to be paid or provided to the\nEmployee under this Agreement through the Date of Termination and, in the event\nPriceLine introduces a cash bonus program, a pro rata bonus under such plan;\n(ii) the Base Salary and benefits to be paid or provided to the Employee under\nthis Agreement for the period commencing on the day after the Date of\nTermination and ending on the later of (A) the six (6) month anniversary of the\nDate of\n\n\n                                       4\n\n\nTermination or (B) the first anniversary date of this Agreement; and (iii)\nexercise the Option in accordance with the schedule and terms set forth in\nSection 3 hereof (with the performance criteria for vesting set forth in Section\n3(c)(iv) to be met, if at all, prior to the third anniversary of the date of\nthis Agreement) and Options shall be exercisable at any time prior to the later\nof (A) one year after the Date of Termination and (B) ninety days after the\nthird anniversary of the date of this Agreement, provided that such Options are\nvested at the time of such exercise. In the event that this Agreement is\nterminated pursuant to this Section 4(b), and to the extent the Option is either\nnot vested pursuant to Section 3(c)(iv) hereof or exercisable pursuant to this\nSection 4(b), the Option shall cease and be of no further force or effect.\n\n            (c) By PriceLine for Cause. This Agreement may be terminat ed by\nPriceLine for \"Cause,\" which, for the purpose of this Agreement shall mean: (i)\nthe commission by the Employee of fraud or dishonesty, or other act of\nintentional wrongdoing causing harm to PriceLine; (ii) the conviction of the\nEmployee of a felony; (iii) any act of gross negligence or malfeasance by the\nEmployee causing material harm to PriceLine; or (iv) any material breach by the\nEmployee of this Agreement, including, without limitation, a breach of Section 1\nor 6 hereof or the Confidentiality Agreement (as defined herein). In order to\nterminate this Agreement for Cause, PriceLine shall provide written notice to\nthe Employee (\"Notice of Termination\") which shall specify the allegations that\nPriceLine believes to constitute Cause, and the Employee shall have thirty (30)\ndays from receipt of such Notice of Termination to cure such Cause, if curable,\nprovided that 4(c)(i) and 4(c)(i)(ii) above shall be deemed to be incurable. In\nthe event the employment by PriceLine of the Employee is terminated pursuant to\nthis Section 4(c), the Employee shall be entitled to the Base Salary and\nbenefits to be paid or provided to the Employee under this Agreement through the\nDate of Termination; and the Option, whether or not then vested, may not be\nexercised at any time on or after the Date of Termination, and the Option shall\ncease and be of no further force or effect.\n\n            (d) By PriceLine Without Cause. The employment by PriceLine of the\nEmployee pursuant to this Agreement may be terminated by PriceLine at any time\nwithout Cause by delivery of a Notice of Termination to the Employee. In the\nevent that the employment by PriceLine of the Employee pursuant to this\nAgreement is terminated by PriceLine pursuant to this Section 4(d), the Employee\nshall be entitled to (i) the Base Salary and benefits to be paid or provided to\nthe Employee under this Agreement through the Date of Termina tion and, in the\nevent PriceLine introduces a cash bonus program, a pro rata\n\n\n                                       5\n\n\nbonus under such plan; (ii) the Base Salary and benefits to be paid to the Em\nployee under this Agreement for the period commencing on the day after the Date\nof Termination and ending on the later of (x) the first anniversary of the Date\nof Termination or (y) the end of the Term of this Agreement, payable in monthly\ninstallments; and (iii) exercise the Option in accordance with the schedule and\nterms set forth in Section 3 (with the performance criteria for vesting set\nforth in Section 3(c)(iv) to be met, if at all, prior to the third anniversary\nof the date of this Agreement) and Options shall be exercisable at any time\nprior to ninety days after the third anniversary of the date of this Agreement,\nprovided that such Options are vested at the time of such exercise. In the event\nthat this Agreement is terminated pursuant to this Section 4(d), and to the\nextent the Option is either not vested pursuant to Section 3(c)(iv) hereof or\nexercisable pursuant to this Section 4(d), the Option shall cease and be of no\nfurther force or effect.\n\n            (e) By the Employee. The employment of the Employee by PriceLine\npursuant to this Agreement may be terminated by the Employee at any time by\ndelivery of a written notice of resignation to PriceLine (\"Notice of\nResignation\"). In the event the employment by PriceLine of the Employee pursu\nant to this Agreement is terminated by the Employee pursuant to this Section\n4(e), the Employee shall be entitled to (i) the Base Salary and benefits to be\npaid or pro vided to the Employee under this Agreement through the Date of\nTermination; and (ii) exercise the Option, as to the number and type of\nsecurities for which the Option then would be exercisable, at any time prior to\nninety (90) days after the Date of Termination. In the event that this Agreement\nis terminated pursuant to this Section 4(e), and to the extent the Option is\neither not vested pursuant to Section 3(c)(iv) hereof or exercisable pursuant to\nthis Section 4(e), the Option shall cease and be of no further force or effect.\n\n            (f) Date of Termination. The Employee's Date of Termination shall be\n(i) if the Employee's employment by PriceLine is terminated pursuant to Section\n4(a) hereof, the date of his death, (ii) if the Employee's employment by\nPriceLine is terminated pursuant to Section 4(b) hereof, the last day the\nEmployee worked, (iii) if the Employee's employment by PriceLine is terminated\npursuant to Section 4(c) or 4(d) hereof, the date on which a Notice of\nTermination is given and (iv) if the Employee's employment by PriceLine is\nterminated pursuant to Section 4(e) hereof, the date on which a Notice of\nResignation is given.\n\n\n                                       6\n\n\n            5. Representations.\n\n            (a) PriceLine represents and warrants that (i) this Agreement has\nbeen authorized by all necessary corporate action of PriceLine and is a valid\nand binding agreement of PriceLine enforceable against it in accordance with its\nterms and (ii) all PriceLine Founders Shares and PriceLine Shares which may be\nissued pursuant to this Agreement shall be, when issued in accordance with the\nterms of this Agreement, duly authorized, validly issued, fully paid and\nnonassessable and free of any preemptive rights in respect thereto.\n\n            (b) The Employee represents and warrants that he is not a party to\nany agreement or instrument which would prevent him from entering into or\nperforming his duties in any way under this Agreement and that this Agreement is\na valid and binding agreement of the Employee enforceable against him in accor\ndance with its terms.\n\n            6. Confidentiality; Non-Competition. As a condition to PriceLine's\nwillingness to enter into this Agreement and in partial consideration of the\ngrant of the PriceLine Founders Shares and the Option, the Employee agrees to\nthe covenants and restrictions set forth in this Section 6.\n\n            (a) The Employee agrees that, during the Term and for a period of\ntwo (2) years thereafter, he shall not, directly or indirectly, induce or\nsolicit (or authorize or assist in the taking of any such actions by any third\nparty) any em ployee or consultant of PriceLine or any of its affiliates to\nleave his or her business association with such entity.\n\n            (b) The Employee acknowledges and agrees that, during the course of\nthe provision of the Employee's services to PriceLine, the Employee may be\nexposed to confidential, proprietary or sensitive data and information con\ncerning the business and affairs of PriceLine, and that all such data and\ninforma tion constitutes a protectable business interest of PriceLine. In\nfurtherance of such business interest, the Employee is contemporaneously\nherewith executing and delivering to PriceLine the standard consultant\nconfidentiality agreement for PriceLine (the \"Confidentiality Agreement\").\n\n            (c) The Employee agrees that he will not at any time during the Term\nand, (i) for a period of one (1) year following the Date of Termination, di\nrectly or indirectly, own any interest in, operate, join, control or participate\nas a director, stockholder, owner, partner, principal, officer or agent of,\nenter into the\n\n\n                                       7\n\n\nemployment of, act as a consultant to, or perform any services for, any entity\nthat is engaged anywhere in the United States of America in a business\nsubstantially similar to PriceLine whereby customers are directed to make an\noffer to purchase goods and services and such demand is provided to potential\nsellers. Notwith standing anything herein to the contrary, this Section 6 shall\nnot prevent the Employee from acquiring securities representing not more than\none percent (1%) of the outstanding voting securities of any publicly held\ncorporation. It is the desire and intent of the parties that the provisions of\nthis Section 6(c) shall be enforced to the fullest extent permitted under\napplicable law. If all or part of this Section 6(c) is held invalid, illegal or\nincapable of being enforced by any law or public policy, all other terms and\nprovisions of this Agreement shall nevertheless remain in full force and effect.\nIf any part of this Section 6(c) is ultimately determined to be excessively\nbroad as to duration, scope, activity or subject, such part will be construed by\nlimiting and reducing it so as to be enforceable to the maximum extent\ncompatible with applicable law.\n\n            (d) The Employee acknowledges and agrees that each of the covenants\nset forth in this Section 6 and in the Confidentiality Agreement are reasonable\nand necessary for the protection of PriceLine's business interests, that\nirreparable injury will result to PriceLine if the Employee breaches any of the\nterms of said covenants, and that in the event of the Employee's actual or\nthreat ened breach of any such covenants, PriceLine will have no adequate remedy\nat law. The Employee accordingly agrees that in the event of any actual or\nthreat ened breach by the Employee of any of said covenants, PriceLine shall be\nentitled to immediate injunctive and other equitable relief without bond and\nwithout the necessity of showing actual monetary damages. Notwithstanding the\nprovisions of Section 13 hereof, such equitable relief may be sought in any\ncourt of competent jurisdiction. Nothing contained herein shall be construed as\nprohibiting PriceLine from pursuing any other remedies available to it for such\nbreach or threatened breach, including the recovery of any damages which it is\nable to prove.\n\n            (e) The provisions of this Section 6 shall survive the expiration or\ntermination of this Agreement, and any of the arrangements contained herein, and\nshall be binding upon the Employee's corporate or personal successors and as\nsigns.\n\n            7. Successors; Binding Agreement. This Agreement is a personal\ncontract and the rights and interests of the Employee hereunder may not be sold,\ntransferred, assigned, pledged, encumbered or hypothecated by him, except as\notherwise expressly permitted by the provisions of this Agreement. This\n\n\n                                       8\n\n\nAgreement shall inure to the benefit of the parties hereto and their respective\nrepresentatives, executors, administrators, successors, heirs, distributees,\ndevisees and legatees.\n\n            8. Entire Agreement. This Agreement, the Option Agreement and the\nConfidentiality Agreement contain all of the understandings between the parties\nhereto pertaining to the matters referred to herein, and supersedes any other\nundertakings and agreements, whether oral or in writing, previously entered into\nby them with respect thereto. The Employee represents that, in executing this\nAgreement, he does not rely and has not relied upon any representation or state\nment not set forth herein made by PriceLine with regard to the subject matter or\neffect of this Agreement or otherwise.\n\n            9. Amendment, Modification and Waiver. No provision of this\nAgreement may be amended, modified or waived unless such amendment, modifi\ncation or waiver is agreed to in writing, signed by the Employee and a duly\nautho rized officer of PriceLine. No waiver by any party hereto of any breach by\nanother party hereto of any condition or provision of this Agreement to be per\nformed by such other party shall be deemed a waiver of a similar or dissimilar\ncondition or provision at the same time, any prior time or any subsequent time.\n\n            10. Notices. Any notices, requests, demands, waivers or other\ncommunications required or permitted to be given hereunder shall be in writing\nand shall be deemed given when delivered personally, sent by courier or\nfacsimile or registered or certified mail, postage prepaid, return receipt\nrequested, by reputable overnight courier (receipt of which is confirmed)\naddressed to the party concerned at the address indicated below or to such other\naddress as such party may subsequently give notice hereunder in writing:\n\n            To the Employee at:\n\n                  Mr. Richard Braddock\n                  10 Gracie Square\n                  New York, New York 10028\n                  Telecopier: (212) 879-4010\n\n            To PriceLine at:\n\n                  priceline.com Incorporated\n                  Five High Ridge Park\n\n\n                                       9\n\n\n                  Stamford, Connecticut  06905-1325\n                  Telecopier: (203) 614-3234\n                  Attention: Mr. Jay Walker\n\nAll such notices, requests, demands, waivers and communications shall be deemed\nto have been given on the date on which so hand-delivered, on the third business\nday following the date on which so mailed, on the next business day following\nthe date on which delivered to such overnight courier and on the date of such\nfacsimile transmission and confirmation, except for a notice of change of person\nor address, which shall be effective only upon receipt thereof.\n\n            11. Severability. If for any reason any provision of this Agree ment\nshall be held invalid, such invalidity shall not affect any other provision of\nthis Agreement not so held invalid, and all other such provisions shall to the\nfull extent consistent with law continue in full force and effect. If any such\nprovision shall be held invalid in part, such invalidity shall in no way affect\nthe rest of such provision which, together with all other provisions of this\nAgreement, shall likewise to the full extent consistent with law continue in\nfull force and effect.\n\n            12. Survivorship. The respective rights and obligations of the\nparties hereunder shall survive any termination of this Agreement to the extent\nnecessary to the intended preservation of such rights and obligations.\n\n            13. Governing Law; Jurisdiction; Arbitration.\n\n            (a) This Agreement will be governed by and construed in accordance\nwith the laws of the State of Connecticut, without regard to its conflicts of\nlaws principles.\n\n            (b) The parties hereto hereby irrevocably:\n\n                  (i) agree that any suit, action or other legal proceeding\narising out of this Agreement, or any of the transactions contemplated hereby,\nmay be brought in the courts of record of the State of Connecticut or the courts\nof the United States located in the State of Connecticut;\n\n                  (ii) consent to the jurisdiction of each such court in any\nsuch suit, action or proceeding;\n\n\n                                       10\n\n\n                  (iii) waive any objection to the laying of venue of any such\nsuit, action or proceeding in any of such courts; and\n\n                  (iv) agree that Connecticut is the most convenient forum for\nlitigation of any such suit, action or proceeding.\n\n            (c) If any dispute arising under this Agreement is not settled\npromptly in the ordinary course of business, the parties shall seek to resolve\nany such dispute between them, first, by negotiating promptly with each other in\ngood faith. If the parties are unable to resolve the dispute between them within\ntwenty (20) business days (or such period as the parties shall otherwise agree)\nthrough these negotiations, then any such disputes shall be settled by binding\narbitration in accordance with this Agreement and the following procedures:\n\n                  (i) Any arbitration shall be conducted in accordance with the\nCommercial Rules of the American Arbitration Association (the \"AAA\") then in\neffect.\n\n                  (ii) Either party shall serve upon the other parties a written\ndemand that the dispute be arbitrated, specifying in reasonable detail the\nnature of the dispute to be submitted to arbitration.\n\n                  (iii) Within thirty (30) days after service of a demand for\narbitration, the parties shall attempt to agree upon a single arbitrator.\n\n                  (iv) In the event the parties cannot agree upon a single\narbitrator, any party may request the AAA to appoint an arbitrator in accordance\nwith its rules; except that if the parties fail to agree upon an arbitrator from\nthe persons named by the AAA or if for any reason the appointment cannot be made\nfrom the lists submitted by the AAA, then the Employee and PriceLine shall each\nappoint an arbitrator within seven (7) days thereafter and the third arbitrator\nshall be appointed by the AAA.\n\n                  (v) The arbitration proceeding shall be held in Stamford,\nConnecticut.\n\n                  (vi) The arbitrators shall have no power or authority to add\nto or detract from the agreements of the parties.\n\n\n                                       11\n\n\n                  (vii) The expenses of arbitration shall be borne equally by\nthe Employee and PriceLine unless the arbitrators determine that one of the\nparties has not proceeded in good faith with respect to the matters submitted\nfor arbi tration, in which case, such party shall bear fully the expenses of\narbitration.\n\n                  (viii) Judgment may be entered on any arbitration award in any\ncourt of competent jurisdiction.\n\n            14. Headings. All descriptive headings of sections and para graphs\nin this Agreement are intended solely for convenience, and no provision of this\nAgreement is to be construed by reference to the heading of any section or\nparagraph.\n\n            15. Specific Performance. Each party hereto acknowledges that money\ndamages would be both incalculable and an insufficient remedy for any breach of\nthis Agreement by such party and that any such breach would cause the other\nparties irreparable harm. Accordingly, each party hereto also agrees that, in\nthe event of any breach or threatened breach of the provisions of this Agreement\nby such party, the other parties shall be entitled to equitable relief without\nthe requirement of posting a bond or other security, including in the form of\ninjunc tions and orders for specific performance, in addition to all other\nremedies available to such other parties at law or in equity.\n\n            16. Counterparts. This Agreement may be executed in counter parts,\neach of which shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n\n                                       12\n\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nas of the date first above written.\n\n                              EMPLOYEE\n\n\n                              \/s\/ Richard Braddock\n                              -------------------------------\n                              Richard Braddock\n\n                              priceline.com Incorporated\n\n\n                              By: \/s\/ Paul E. Francis        \n                                  ---------------------------\n                              Name: Paul E. Francis               \n                              Title: Chief Financial Officer            \n\n\n                                       13<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8573],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39475","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pricelinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39475","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39475"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39475"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39475"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39475"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}