This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.

Cancellation of Deferral. Subject to [Section 409A], if it is determined that a Participant is suffering from a Disability, such Participant’s deferrals shall thereupon be cancelled by the later of the end of the Plan Year or the fifteenth day of the third month following the date the Participant incurs a Disability.

Cancellation and Recapture. Notwithstanding Paragraph 10.1, Landlord may (but shall not be obligated to), within ten (10) business days after receipt of Tenant’s written request for Landlord’s consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or subject to an assignment of this Lease as of the date such proposed Transfer is proposed to be effective and, thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person or entity or not at all) without liability to Tenant. In the event Landlord does not elect to recapture the Premises, and instead approves the Tenant’s request for an assignment or sublease, any Rent to be charged to a subtenant greater than the Base Rent shall be immediately remitted to Landlord. In the event Landlord exercises the recapture rights, Landlord may also collect the pro-rata share of the unamortized Lease commission, Tenant Improvement and Rent Concession, if any, that relates to the Lease.

Cancellation of Debt Cancel any claim or debt owing to it, except for reasonable consideration negotiated on an arm’s-length basis and in the Ordinary Course of Business consistent with past practices and customary write downs and charge offs for bad debts consistent with past practices

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.

Cancellation of Award. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that the Award shall be canceled if the Participant, without the consent of the Company, while employed by the Company or

Cancellation or Suspension. Notwithstanding any other terms of the Plan (other than [Section 7(h)]), an Award Agreement or a Grant, the Committee or an appropriately delegated person or persons, in its or their sole discretion, shall have full power and authority to determine whether, to what extent and under what circumstances any Grant or any portion thereof shall be cancelled or suspended and may cancel or suspend any Grant or any portion thereof. In particular, but without limitation, all or any portion of an outstanding Grant to any Eligible Person may be canceled or suspended if the Eligible Person # in the sole discretion of the Committee or any appropriately delegated person or persons, materially breaches # any duties of the Eligible Person's employment (whether express or implied), including without limitation the Eligible Person's duties of fidelity, good faith and exclusive service, # any general terms and conditions of the Eligible Person's employment such as an employee handbook or guidelines, # any policies and procedures of the Company, a Participating Company or a Subsidiary applicable to the Eligible Person, or # any other agreement regarding an Eligible Person's employment with the Company, a Participating Company or a Subsidiary, or # without the consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), while employed by, or providing services to, the Company, a Participating Company or a Subsidiary or after a Termination of Service, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company, a Participating Company or a Subsidiary or with any business in which the Company, a Participating Company or a Subsidiary has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion

Cancellation of Award. Notwithstanding anything to the contrary contained herein, all outstanding Awards granted to any Participant shall be canceled if the Participant, without the consent of the Company, while employed by the Company or any Subsidiary or after termination of such employment or service, establishes a relationship with a competitor of the Company or any Subsidiary or engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion. The Committee may provide in an Award Agreement that if within the time period specified in the Agreement the Participant establishes a relationship with a competitor or engages in an activity referred to in the preceding sentence, the Participant will forfeit any gain realized on the vesting or exercise of the Award and must repay such gain to the Company.

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in [Section 3(b) or 3(c)])], without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights, effect the repricing of such Awards through cancellation and re-grants or cancel such Awards in exchange for cash or other Awards. Nothing in this [Section 16] shall limit the Administrator’s authority to take any action permitted pursuant to [Section 3(b) or 3(c)])].

Modification of Awards. Within the limitations of the Plan and subject to Sections 22 and 355], the Committee may modify outstanding Awards or accept the cancellation of outstanding Awards for the granting of new Awards in substitution therefor. Notwithstanding the preceding sentence, except for any adjustment described in [Section 22 or 34]4], no modification of an Award shall, without the consent of the Participant, alter or impair any rights or obligations under any Award previously granted under the Plan in any material adverse way without the affected Participant’s consent. For purposes of the preceding sentence, any modification to any of the following terms or conditions of an outstanding unexercised Award or grant shall be deemed to be a material modification: # the number of shares of Common Stock covered by such Award or grant, # the exercise or other applicable price or Fair Market Value determination related to such Award or grant, # the period of time within which the Award or grant vests and is exercisable and the terms and conditions of such vesting and exercise, # the type of Award or Stock Option, and # the restrictions on transferability of the Award or grant and of any shares of Common Stock issued in connection with such Award or grant (including the Company’s right of repurchase, if any).