During Term of Employment. The Employee hereby covenants and agrees that, during Employee's employment with the Company, Employee shall not, directly or indirectly, either individually or as an employee, principal, agent, partner, shareholder, owner, trustee, beneficiary, co‑venturer, distributor, consultant or in any other capacity, participate in, become associated with, provide assistance to, engage in or have a financial or other interest in any business, activity or enterprise which is competitive with or a supplier to the Company or any successor or assign of the Company. The ownership of less than a one percent interest in a corporation whose shares are traded in a recognized stock exchange or traded in the over‑the‑counter market, even though that corporation may be a competitor of the Company, shall not be deemed financial participation in a competitor.

Severance and Benefits. If, during the Term, the Executive’s employment with the Company is terminated during the Protection Period, the Executive shall be entitled to the following compensation and benefits:

COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENTS. As compensation for the Employee’s services performed as an officer and employee of the Corporation, the Corporation shall pay or provide to the Employee the following compensation, benefits and expense reimbursements during the Employment Period:

Employer shall pay to Employee as compensation for all services rendered by Employee a base salary of $475,000 per year during the Initial Term, or such other sums as the parties may mutually agree on from time to time, payable in accordance with Employer’s regular payroll practices as in effect from time to time with respect to all office employees of Employer, but no less frequently than monthly (“Base Salary”). The Board or, if the same is established, the human resources or compensation committee of the Board (the “Compensation Committee”) shall have the right to increase Employee’s Base Salary from time to time, and Employee shall be entitled to an annual or more frequent review thereof as determined by the Board, with the first such review to occur in the first calendar quarter of Employer’s 2020 fiscal year. Such increased Base Salary then shall become Employee’s “Base Salary” for purposes of this Agreement.

The Executive, while employed, shall be entitled to receive all benefits of employment generally available to Employees as he/she becomes eligible for them under the same terms and conditions. The benefits available to Employees are stated in the Benefit Plan that is in effect. On the Effective Date, the benefits, include but are not limited to, medical, vision, dental, life insurance and long term disability benefits, paid time off, participation in [[Organization A:Organization]]’s pension plan, paid vacation, and other benefits under the law.

3.1Base Salary. Executive’s annual base salary shall be $650,000, which base salary shall be prorated for periods that are less than one year and shall be paid in accordance with the Employer’s monthly payroll practices for executives at a rate of $54,166.67 a month, less applicable taxes and withholdings. Executive shall be eligible for annual merit increases in Executive’s base salary as determined by the Compensation Committee of the Board in its sole discretion.

Compensation and Benefits. As full compensation for the services to be rendered to or on behalf of the Company and the other obligations undertaken by Executive, the Company shall pay or provide to Executive the following compensation and benefits:

During the Arrangement, in general, you will continue to receive the compensation and benefits as set forth in the Employment Agreement, and all remuneration will be continued to be paid to you in Euro by Booking.com; provided, however, that, effective as of the Effective Date, the following different or additional compensation terms shall apply:

Compensation Upon Certain Types of Termination. If Executive shall terminate her employment for Good Reason during the Term, or if Executive’s Employment is terminated by the Company other than for Cause during the Term, or if Executive’s Employment is terminated for any reason other than Cause upon expiration of the Term, then in lieu of any salary or damages payments to Executive for periods subsequent to the date of termination, Company shall pay as “Severance Compensation” to Executive, in lieu of all other damages, compensation and benefits other than any benefits the right to which shall have previously vested, an amount (the “Severance Compensation”) equal to the following, depending upon whether a “Change in Control” (as defined below) shall have occurred at the time of termination of employment:

No Mitigation. Executive shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to Executive which arise upon the termination of his employment pursuant to this paragraph 4 shall not be subject to mitigation or offset by any compensation, income or benefits earned by, or provided to, Executive during the applicable severance payment period other than as provided in the case of Benefits if Executive accepts other employment during such period.