Bookings. For each Booking, Supplier instructs Expedia to act as a facilitator of such booking on behalf of Supplier, but acting in its own name. Payments for Bookings may be collected in the following two ways: # Expedia will collect advance payments from End Users at the time of such Booking (each such Booking, an “Expedia Collect Booking”) or # payments from End Users will be collected by the Property upon completion of the stay and the Property will pay to Supplier, and Supplier will collect from the Property, the amount payable to Supplier under Supplier’s agreement with the Property (each such Booking, a “Hotel Collect Booking”). For each Expedia Collect Booking, # the parties will develop a mutually agreed upon invoicing system to reflect the relationships provided for under this Agreement, # Expedia will be entitled to retain its Compensation and any charges or fees imposed on End Users by Expedia and, # Supplier will be entitled to the Room Price (less any amounts Expedia is entitled to retain under this agreement) (the “EC Remittance”), including Taxes paid by the End User (except to the extent Expedia is required to pay such Taxes directly to the applicable Tax authorities) in accordance with the terms in Section B.3 below. For each Hotel Collect Booking, Expedia will be entitled to receive its Compensation from Supplier in accordance with the terms in Section B.3 below. The Parties agree that they may make commercially reasonable efforts to assess the possibility of implementing booking fees into Hotel Collect Bookings in the future.

Hotel Collect Bookings. For Hotel Collect Bookings, following the end of each calendar month (an “HC Statement Period”), Decolar shall, by no later than the fourth # day following the end of such HC Statement Period, provide a statement to Expedia electronically (a “HC Compensation Statement”), setting out the Compensation earned by Expedia for each Hotel Collect Booking that was a Consumed Booking (“Consumed HC Bookings”) during such HC Statement Period, specifying the End User’s name, the Expedia booking ID, the check-in and check-out dates and/or the dates of any cancellations or no-shows, the applicable Room Price net of Compensation, in each case, in the same currency in which the applicable Room Price and Rate Plan is made available through the Decolar API. Following receipt by Expedia of the HC Compensation Statement, Expedia will send Decolar an invoice (the “HC Invoice”) with respect to such HC Compensation Statement for all undisputed Consumed HC Bookings during such HC Statement Period and Decolar will pay the Compensation owed to Expedia with respect to all undisputed Consumed HC Bookings (the “Compensation Payment”) within fourteen (14) days following the end of such HC Statement Period.

Package and Opaque Bookings. Expedia will not display or make available Rate Plans and/or Room Prices for Package Bookings and/or Opaque Bookings to End Users for booking except: # as part of a Package Booking, # as an Opaque Booking, # to members of password protected closed groups operated by Expedia and its Affiliates (“Closed Groups”) or # in connection with Cross-Selling Efforts. If Expedia is in breach of this Section C.1., Decolar will send Expedia a notice of such breach, along with information collected by Decolar that evidences such breach, and Expedia will have a period of ten (10) business days to cure any breach. If the breach is not cured in such time frame, Decolar may restrict access to Package Bookings with immediate effect and, if any Property terminates its agreement with Decolar as a result of such breach, Decolar may permanently restrict access to such Package Booking. Notwithstanding the foregoing, if Expedia, its Affiliates or an Expedia Partner, is in breach of this Section C.1 for a point of sale in the Decolar Territory, then Decolar will send Expedia a notice in this sense and Expedia will immediately cure any breach. In addition, in the case of a breach by an Expedia Partner, Expedia will immediately disable the distribution of the Decolar Travel Products to such Expedia Partner.

Bookings requirements for Borrower’s 2017 fiscal year and thereafter, shall be set forth in, and based upon, Borrower’s annual business plan delivered to Bank in accordance with [Section 6.2(f)] with such bookings requirements determined pursuant to the first paragraph of [Section 6.7(a)]. Notwithstanding the foregoing, such annual business plan and Bookings requirements must be approved in writing by Bank in its reasonable business judgment by March 31st of the applicable year.

Performance to Plan. Performance to Plan. Bookings, measured on a trailing six (6) month basis, based on Borrower’s annual business plan (as delivered to Bank in accordance with [Section 6.2(f)]) and as approved in writing by Bank in its reasonable business judgment, of not less than # eighty-five percent (85%) of Bookings for each period ending as of the last day of the month of June, September, December and March of each year and # eighty percent (80%) of Bookings for each period ending as of the last day of the month of July, August, October, November, January, February, April and May of each year; provided, however, for the periods ending as of the last day of January and February of each year, prior to the delivery of Borrower’s annual business plan pursuant to [Section 6.2(f)], required Bookings for such months shall be based upon the prior year actual Bookings for such months in lieu of a forecasted amount for such months in which no annual financial projections have been delivered pursuant to [Section 6.2(f)] prior to the end of such months. For example, for January 2017, this covenant would be calculated using the actual Bookings for the months August through December 2016 (5 months) plus actual Bookings for the month of January 2016.

b. “Net Bookings”: Refers to the total value of accepted term contracts, contracted work or services, and changes to such contracts as of either the order date or the effective date of the transaction. Bookings typically include all items with a revenue implication, such as new contracts, renewals, upgrades, downgrades, add-ons, early terminations and refunds.

evidence of the receipt by Supplier of Bookings made by End Users through the Expedia System and the amount of the applicable Compensation or EC Remittance, as the case may be, in respect of such Bookings. Each Party acknowledges that the other Party generally has no knowledge of # End Users’ actual arrival or departure dates, # any cancellation notice that may be given by End Users directly to the Property, or whether any such cancellation notice as may be given is sufficient under the Property’s policies to relieve End Users (and Expedia) of all or any portion of the charges otherwise due to the Property, or # any adjustment that may be negotiated by the Property directly with End Users with respect to reductions in rate, duration of stay, or otherwise. Accordingly, Supplier agrees that Expedia and its Affiliates shall be entitled to rely upon and accept as accurate any information relating to Standalone Bookings or Package Bookings received by Expedia from Supplier.

“Expedia” means Expedia Parent and the following entity(ies), as applicable to the type of bookings and relevant geography noted below:

For the 2022 fiscal year, you are currently eligible to receive an annual bonus with a target amount equal to $125,000 (the “Bonus”). The Bonus will be awarded at the sole discretion of the Board, based upon the Board’s and the Company’s Chief Executive Officer’s mutual determination as to your achievement of predetermined corporate and individual thresholds, which may include management by objectives (“MBO”) targets and financial targets such as bookings, revenue, recurring revenue, gross profit and/or EBITDA targets.

Supplier agrees that the Room Price and Rate Plans it (including those displayed or made available for Package Bookings and Opaque Bookings), and any of its Affiliates, provides to Expedia will be equal to or better than those # displayed or made available by Decolar on any Travel Solution or Website owned or operated by it or its Affiliates, other than with respect to the Limited Exceptions, # made available to any Decolar Party through the Decolar API, and/or # displayed or made available by any Decolar Party, to the extent permitted by Decolar or its Affiliates, through any Travel Solution to End Users for Decolar Travel Products capable of being booked during the Term. Any rules, restrictions, policies, and/or conditions (including rules associated with cancellation) applicable to any room that Supplier makes available to Expedia and its Affiliates through the Decolar API shall be no more restrictive than those applicable to any comparable room # displayed or made available by Decolar on any Travel Solution or Website owned or operated by it or its Affiliates, other than with respect to the Limited Exceptions, # made available to any Decolar Party through Decolar API, and/or # displayed or made available by any Decolar Party, to the extent permitted by Decolar or its Affiliates, through any Travel Solution to End Users for Decolar Travel Products capable of being booked during the Term.

Cancellation; No Shows. Supplier agrees that each Property’s cancellation and no-show policy offered through the Expedia System will be at least as favorable as any cancellation or no show policies # offered by Decolar on any Travel Solution or Website owned or operated by it or its Affiliates, other than with respect to the Limited Exceptions, # made available to any Decolar Party through the Decolar API , or # displayed or made available by any Decolar Party, to the extent permitted by Decolar or its Affiliates, through any Travel Solution to End Users for Decolar Travel Products capable of being booked during the Term. Subject to the terms and conditions of the relevant Property’s cancellation policy, Expedia reserves the right to cancel a Standalone Booking or Package Booking at any time. None of Supplier or any Property shall cancel any Standalone Booking or Package Booking and shall not encourage End Users to cancel Standalone Bookings or Package Bookings. If Supplier has not entered its cancellation policy for the relevant Property into Decolar API, Expedia’s default cancellation policy will apply. Expedia is entitled to the Compensation on any penalty amounts charged to End Users and actually collected by Expedia or Decolar for no-shows, cancellations or similar booking modifications. In the case of cancellation or similar booking modification fees/penalties not charged by Expedia to the End Users, Decolar shall work in good faith to get a waiver of such charges from the Properties.

Expedia Partners’ Obligations. If any Expedia Partner does not comply with the obligations imposed on Expedia under this Agreement (including any error, misuse, or misrepresentation by such Expedia Partner), then upon written notice by Decolar (a “Partner Dispute Notification”), Expedia will promptly notify such Expedia Partner of the problem and use reasonable efforts to cause such Expedia Partner to comply with the requirements of this Agreement. Such Partner Dispute Notification shall include information collected by Decolar that evidences the Expedia Partner’s alleged breach including, if possible, confirmation that the alleged breach is in relation to Bookings made through an Expedia Travel Solution, identifying, if feasible, the URL, screenshots of the alleged breach and the time and date that the alleged breach occurred.

Performance Goals. A Covered Executive may receive a bonus payment under the Plan based on the attainment of one or more performance goals that relate to the financial and operational metrics of the Company established by the Compensation Committee including but not limited to # revenue and/or annual recurring revenue (ARR), # expenses, # bookings, # operating income, # operating margin, # net operating income, # free cash flow, # earnings before interest, taxes, depreciation and amortization (EBITDA), # earnings per share, # customer retention, # increase in share price, and # any other metric or criteria as determined by the Compensation Committee from time to time. For the avoidance of doubt, the Compensation Committee may, in its discretion, establish sales commissions and bonus payments under this Plan for sales personnel based on performance goals that are applicable to sales performance.

Funds shall be paid by Expedia to Decolar via electronic funds transfer into the account indicated by Decolar. In the event that any EC Remittance Payment due in respect of a EC Compensation Statement is not received by Decolar in compliance with this provision or during the subsequent ten (10) Business Day period (the “Payment Period”), Expedia shall take such steps as may be necessary to cure any failure to make such EC Remittance Payment within five (5) Business Days after the end of such Payment Period. If, at the conclusion of such 15 Business Day period, any EC Remittance Payment due in respect of a EC Compensation Statement is not received by Decolar in compliance with this provision, in addition to Decolar’s rights under this Agreement and at Law, Decolar shall have the right to: # offset any such amounts due from any Payments due to Expedia hereunder; # cancel all un-stayed bookings; # suspend Expedia’s access to Decolar’s Travel Products immediately.

“Affiliate” means, in relation to Expedia, # Expedia, Inc., a Delaware corporation, and any entity that is directly or indirectly controlled by Expedia, Inc., a Delaware corporation (an “Expedia Controlled Affiliate”) or # any third party that facilitates bookings through the Expedia System (an “Expedia Partner”). For purposes of this definition, “control” shall be the beneficial ownership of 50% or more of any class of the voting securities of the relevant entity. With respect to # above, the term “Affiliate” will not be interpreted to include trivago GmbH or any of its subsidiaries. In relation to Decolar, means each entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Decolar including, for the avoidance of doubt, Decolar.com, Inc., a Delaware corporation; provided that in no event will Expedia or any of its Affiliates be deemed to be an Affiliate of Decolar or any of its Affiliates.

into Expedia’s then-current electronic payment system (currently ExpediaPay) (the “Payment System”), or as otherwise directed by Expedia (a “EC Compensation Statement”), # the Compensation earned by Expedia for each Expedia Collect Booking that was a Consumed Booking during such EC Statement Period, specifying the End User’s name, the Expedia booking ID, the check-in and check-out dates and/or the dates of any cancellations or no-shows and the applicable Room Price net of Compensation, # the EC Remittance and # such other information that may be required from time to time for Expedia’s then-current Payment System, in each case, in the same currency in which the applicable Room Price and Rate Plan is made available through the Decolar API; provided that in the event Expedia changes its then-current electronic payment system, or decides to request any additional information in relation to the Bookings to the one described in # above, Expedia will provide Decolar with notice of such change at least two months prior to the implementation thereof.

The 2016 Annual Incentive Plan (the “2016 Bonus Plan”) provides for cash bonuses based on achievement against annual bookings and annual revenue targets established by the board of directors (the “Board”) of AppDynamics, Inc. (the “Company”) for fiscal 2016, and weighted equally. For each performance metric, the Company must achieve at least 90% of the target amount under the 2016 Bonus Plan to fund the bonus pool with respect to that performance metric. If a performance metric under the 2016 Bonus Plan achieves at greater than 90% of the target amount for fiscal 2016, the funding of the bonus pool with respect to that performance metric increases on a straight line basis up to a maximum of 115% of the target amount. Following the end of fiscal 2016, the Board (or its authorized committee) reviews achievements against each annual performance metric and determines the bonus pool funding based on the Company’s achievements against the performance metrics. The annual bonus payments for each of these named executive officers were calculated based on these determinations, and for any participant that was employed for part of fiscal 2016, pro-rated based on the time of employment with the Company during fiscal 2016.

Merchandising; Intellectual Property. Supplier grants Expedia and each of its Affiliates the worldwide, nonexclusive, royalty-free, fully paid right and license, in any and all media now known or hereafter discovered or developed, to use the Property and Room Information (as well as Decolar Logos, to the extent Expedia, in its sole discretion elects to display any such Decolar logos) solely for the purposes of identifying, promoting, merchandising and/or obtaining Bookings for the Properties. Supplier represents and warrants that it is the authorized licensee and/or creator of Property and Room Information and Decolar logos and that such content, and Expedia’s and any of its Affiliates’ use, reproduction, distribution and display of such content, subject to the limitations set forth herein, does not and will not violate the rights of any third party. To the extent Supplier’s consent is required for Expedia to utilize the right and license above, Supplier hereby represents that it has all necessary rights and provides its consent and agrees that its consent may be shared directly with third parties. Any additional advertising or marketing to be performed for Decolar or any Property shall be governed by Expedia’s then-standard marketing terms and conditions. Expedia may remove any Property and Room Information, or edit in a reasonable manner any Property and Room Information that Expedia believes to be inaccurate or inappropriate. This Agreement does not grant to Supplier any ownership interest in, or any express or implied license or right to, any of the Materials or to any software or intellectual property rights owned by or licensed to Expedia or any of its Affiliates. The Property and Room Information provided to Expedia under this Agreement will be equal to or better than what is made available by Decolar on any Website owned or operated by it or its Affiliates, other than with respect to the Limited Exceptions.