Severance Conditions. As a condition of and prior to the receipt of all or any of the Severance Benefits, Employee must execute and allow to become effective a general release of claims in the form attached hereto as [Exhibit A] within sixty (60) days after the effective date of termination and must comply with the terms of this Agreement. Upon any termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, the Company and its affiliates (by and through their respective directors and senior executive officers) and Executive agree not to disparage the other party.

The benefits provided to Executive under Sections 4(b)(i), (ii), (iii), (iv), and (v) shall be paid in the form and at the time specified below:

Severance Payments. (A) Lump Sum Payment. The Company shall pay Employee the amount of $619,000 in gross pay subject to deductions to be made as required by law and, if applicable, to repay the pay advance made to Employee on or about April 12, 2001, that is not deducted from other amounts paid or payable to Employee.

Severance Payments. Continuation of payments in an amount equal to # Executive’s then-current Base Salary for a period of twelve (12) months, and # an amount equal to the target Annual Performance Bonus to which Executive may have been entitled for the year in which Executive’s employment terminates, prorated to reflect that portion of the year in which Executive was employed, less all customary and required taxes and employment-related deductions, which amounts shall be paid over time in accordance with Company’s normal payroll practices (provided such payments shall be made at least monthly), commencing on the first payroll date following the date on which the release of claims required by Section 4(e) becomes effective and non-revocable, but not after seventy (70) days following the effective date of termination from employment; provided, that if the 70th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Employee’s separation from service.

Severance Payments. If Employee signs (and does not revoke) this Separation Agreement and the Supplemental Release, in accordance with the procedural requirements stated herein, Employee shall receive severance payments in the total amount of

Severance Payments. In the event that # you cease to provide services to BHI as a result of a termination of this Arrangement and/or Agreement by BHI or Booking.com due to a termination of your employment and the Employment Agreement without Cause or as a result of a termination of your employment and the Employment Agreement by you for Good Reason, as further described on Appendix A (which constitutes part of this Agreement), and # you agree to a mutual termination of this Agreement and the Employment Agreement in accordance with Dutch law (such agreement to be reflected in a termination agreement by means of Sections 7:670b and 7:900 et seq. DCC), you will be eligible to receive the severance compensation and benefits set forth on Appendix A. Booking.com or BHI will provide you with such termination agreement within seven (7) days following the occurrence of the situation described in clause (A) of the previous sentence. Such termination agreement shall include the termination date and relevant items set forth on Appendix A.

Severance Payments. 3.01. Subject to [Sections 6.04 and 6.05]5] hereof, the Company shall pay Executive the amounts, and provide the benefits, described in this Article 3 (the "Severance Payments") upon the termination of Executive's employment with the Company, unless such termination is by the Company for Cause, by reason of death or Permanent Disability of Executive, or by Executive without Good Reason. 3.02. In lieu of any further salary payments or bonuses to Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to Executive (except as provided for in the Company’s Long Term Incentive Plan), the Company shall pay to Executive # two times Executive’s Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based, # an amount equal to Executive’s target Non-Plan Award for the calendar year in which his employment terminates, multiplied by a fraction (the “Applicable Fraction”), the numerator of which is the number of days in such calendar year Executive was an employee of the Company, and the denominator of which is 365, and # an amount equal to the payment, if any, that Executive would have been paid in respect of his Plan Award for the calendar year in which his employment terminates had Executive been employed by the Company for the entire calendar year, multiplied by the Applicable Fraction; provided, however, that the amount payable to Executive under clauses (B) and (C) of this sentence shall not exceed, in the aggregate, the Applicable Fraction multiplied by the maximum aggregate annual incentive award that could have been payable to him for the year in which his employment terminates had he been employed by the Company for the entire calendar year. Subject to the provisions of [Sections 6.04 and 6.05]5], the amount set forth in clause (A) of the immediately preceding sentence shall be payable in advance in 8 equal quarterly installments commencing with the Date of Termination and on each succeeding 90th day thereafter, subject to [Section 21(a)]; the amount set forth in clause (B) of the immediately preceding sentence shall be payable in accordance with [Section 21(a)]; and the amount set forth in clause (C) of the immediately preceding sentence shall be payable, if at all, on the later of the date six months after the date of Executive’s separation from service and the date when similar annual incentive awards under the Company’s Key Executive Incentive Bonus Plan, or if not then in effect, granted under any similar plan, (the “Plan) are paid to the other senior executives of the Company who have remained in its employ throughout such calendar year. For purposes of the foregoing, “Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, granted under the Plan, that can be earned based on the achievement of Company performance goals, and “Non-Plan Award” shall mean that portion of Executive’s annual cash performance based incentive award opportunity, if any, that can be earned based on Executive’s achievement of individual performance goals (other than, for the avoidance of doubt, under the Company Long Term Incentive Plan) for the calendar year in which his employment terminates. Notwithstanding the foregoing, if Executive’s employment terminates in a termination described in this [Section 3.01] during a calendar year before the terms of annual award opportunities for such year shall have been established under the Plan or any other annual incentive program for the year of termination, then for purposes of this [Section 3.02] # his target Non-Plan Award for such year of termination shall be deemed to be his target Non-Plan Award for the immediately preceding calendar year, and # his Plan Award for such year of termination shall be determined by assuming the same dollar pay-out opportunities (expressed as a percentage of his then salary) as Executive had under his Plan Award for the immediately preceding calendar year, but with performance based on the Company performance goals established under the Plan for the year of termination. 3.03. In addition to the amounts described in [Section 3.02] above, Executive shall be entitled to receive: # until 18 months from the Date of Termination, Executive (and, to the extent applicable, Executive's dependents) shall continue to be covered, at the Company's expense, under the Company's medical, dental and hospitalization insurance plans and until 12 months from the Date of Termination, Executive shall continue to be covered, at the Company's expense, under the Company's group life and accidental death and dismemberment insurance plans; provided that if Executive is provided with comparable coverage by a successor employer any such coverage by the Company shall cease; # all payments to which Executive has vested rights as of the Date of Termination under any employee benefit, disability, insurance and similar plans which provide for payments beyond the period of employment; and # all unpaid amounts, as of the Date of Termination, in respect of any bonus for any calendar year ending before the calendar year in which the Date of Termination occurs, which would have been payable had Executive remained in the Company's employ until such bonus would have been paid.

Severance Payments. Notwithstanding the terms of the 2008 Agreement or any other agreement with the Company or its affiliates, subject to the occurrence of the Effective Time and upon Employee’s “separation from service” (within the meaning of Section 409A of the Code) from the Company upon the Effective Time, the Company will pay to Employee, in full satisfaction of any other payments due pursuant to Section 8 of the 2008 Agreement, Severance Payments in the aggregate totaling $2,000,000, less any applicable withholdings, which will be paid ratably in accordance with the Company’s customary payroll practices over the 18-month period following the Company Separation Date. Such payments will commence as soon as administratively feasible following the Company Separation Date, but in no event later than seventy (70) days after the Company Separation Date, conditioned upon the effectiveness of a release of claims in favor of the Company substantially in the form attached as Exhibit A (the “Release”) and subject to any delay that may be required pursuant to [Section 8(e)] of the 2008 Agreement (and if the period specified under applicable law that the Employee has to consider the Release spans two calendar years, the Severance Payments will commence during the later calendar year).

Severance Payments. In accordance with, and subject to, the terms of the Severance Agreement, the Company shall pay to Employee the Severance Amount as specified in the Severance Agreement.

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with ​ by Employee for Good Reason within 30 days following the earlier of # ​’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # ​’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by ​; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by ​ prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # ​ shall make available to Employee career transition services at a level and with a provider selected by ​ in accordance with [Section 2(g)] below.