EXHIBIT 10.32
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated June 12, 2000 ("Amendment"), to the Amended and
Restated Employment Agreement, dated as of August 15, 1998 ("Employment
Agreement") between ▇▇▇▇▇▇▇▇▇.▇▇▇ Incorporated, a Delaware corporation
("priceline") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Employee").
WHEREAS, priceline and Employee desire to amend the Employment
Agreement to reflect certain changes in Employee's status and duties, as
approved by priceline's Board of Directors.
NOW THEREFRE, intending to be legally bound thereby, the parties agree
as follows:
1. Sections 1 and 2 of the Employment Agreement are hereby amended
to read in their entirety as follows:
"1. Employment.
(a) priceline hereby agrees to employ the Employee, and the
Employee hereby agrees to serve, as the Chairman of the
Board of Directors of priceline upon the terms subject to
the conditions set forth herein.
(b) During the Term (as defined herein), the Employee shall
serve as the Chairman of the Board of Directors of
priceline, shall be an employee of priceline and shall have
such responsibilities, duties and authority consistent with
such position as may from time to time be determined by the
Board of Directors of priceline.
(c) During the Term, the Employee shall diligently and
faithfully serve priceline and shall devote a substantial
portion of his working time and efforts to the business and
affairs of priceline at a location in the greater New York
metropolitan area. Priceline agrees that the Employee may
retain his current position and responsibilities as
non-executive Vice Chairman of ▇▇▇▇▇▇ Digital LLC and may
also serve as non-executive Chairman of affiliates of ▇▇▇▇▇▇
Digital LLC from time to time.
2. Term. Subject to Section 4 hereof, the term of employment
by priceline of the Employee pursuant to this Agreement (the
"Term") is for a period commencing on August 15, 1998 and
terminating on the third anniversary thereof; provided, that
the Term shall automatically be extended on the third
anniversary and each anniversary thereafter for successive
one year terms unless either party gives not less than 180
days' prior notice of termination of the Agreement effective
on the next such anniversary."
2. This Amendment shall be effective as of the date hereof and the
Employment Agreement, as so amended shall remain in full force
and effect. The Employment Agreement, as amended hereby, the
Option Agreement and the Confidentiality Agreement (each as
defined in the Employment Agreement) constitute the sole and
exclusive agreements of the parties with respect to Employee's
continuing employment with and obligations to priceline and
supersede all prior agreements or arrangements of the parties,
whether written or oral, relating to Employee's employment with
and obligations to priceline.
IN WITNESS WHREOF, the parties hereto have executed this Amendment as
of the date first above written.
EMPLOYEE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇.▇▇▇ INCORPORATED
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
