Advice of Attorney and Tax Advisor. You acknowledge that: # ​ has advised You to consult with an attorney and/or tax advisor of Your choosing (and at Your own cost and expense) before executing this Release, and # You are not relying upon ​ for, and ​ has not provided, legal or tax advice to You in connection with this Release. It is Your responsibility to seek independent tax and legal advice with regard to the tax treatment of this Release and the payments and benefits that may be made or provided under this Release and any other related matters. You acknowledge that You have had a reasonable opportunity to seek and consider advice from Your attorney and tax advisors.

Attorney Advice. Each of the Parties and their respective members warrant and represent that in executing this Agreement, such Party has relied on legal advice from the attorney of its choice, that the terms of this release and its consequences have been completely read and explained to such Party by that attorney, and that such Party fully understands the terms of this Agreement.

No Tax Advice. Consultant agrees and acknowledges that the Company has made no representations to him regarding the tax consequences of the money paid pursuant to this Agreement, and that he shall rely upon his own tax advice with respect to any taxes owed on any of such monies. Consultant shall be solely responsible for the payment of any federal, state or local taxes owed by Consultant as a result of his receipt of money or benefits paid pursuant to this Agreement.

Legal and Tax Advice. Employee acknowledges that: # ​ has encouraged Employee to consult with an attorney and/or tax advisor of Employee’s choosing (and at Employee’s own cost and expense) in connection with this Agreement, and # Employee is not relying upon ​ for, and ​ has not provided, legal or tax advice to Employee in connection with this Agreement. It is the responsibility of Employee to seek independent tax and legal advice with regard to the tax treatment of this Agreement and the payments and benefits that may be made or provided under this Agreement and any other related matters. Employee acknowledges that Employee has had a reasonable opportunity to seek and consider advice from Employee’s counsel and tax advisors.

tax advisor or attorney in connection with a tax matter; and/or

Disclosure. Employee agrees to keep the existence and terms of this Agreement confidential. Notwithstanding the foregoing, Employee may disclose the existence of terms of this Agreement to Employee’s spouse, tax advisor, or attorney; provided that Employee first secures the agreement of Employee’s spouse, tax advisor, or attorney (as applicable) to be bound by the foregoing confidentiality obligation.

Legal Fees and Other Expenses. During the Arrangement, Booking.com will pay for the preparation of your tax returns and tax planning advice for all years affected by the Arrangement, which tax assistance shall be provided by PricewaterhouseCoopers ("PwC") or a different tax advisor as chosen by Booking.com. In addition, Booking.com will reimburse you up to ​ (including disbursements (verschotten) and VAT (BTW)) for reasonable legal fees and costs associated with entering into this Agreement. You must submit your attorney’s and/or advisor’s invoice, addressed to you, within one month after the Effective Date and payment will be made directly to your attorney / legal advisor within one month of receipt of the invoice.

The foregoing is only a brief summary of the federal income tax consequences of your RSU Award. You are urged to consult with your tax advisor for advice regarding your individual circumstances. UTC will report and withhold such income as required by state, federal, or other applicable laws.

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) # was not intended or written to be used, and cannot be used, for the purpose of avoiding any tax penalty and # was not written to promote, market or recommend the transaction or matter addressed in the communication. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

You agree that you will not, directly or indirectly, disclose the terms of this Agreement to anyone other than your spouse, outplacement consultant, attorney, accountant or tax advisor, except to the extent disclosure is required for accounting or tax reporting purposes or as otherwise required by law.