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.

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. 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. (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. 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.

Severance. No severance will be due under this Agreement. However, Employee will be eligible for statutory benefits under Florida labor law, if any.

Severance. Employer shall pay severance to Employee in the amount of Five Thousand Dollars ($5,000.00), less applicable withholdings, within ten (10) days after Employee executes the Agreement and returns the executed Agreement to Employer, provided the employee does not revoke the Agreement as set forth in Section 17 (the “Severance Payment”). As additional consideration, Employer and Employee (collectively the “Parties”) agree that Employee shall be provided the following “Additional Equity” as set forth on Exhibit A.

Severance. Executive shall be entitled to “Severance”, which shall mean that Executive shall have the right to receive the following:

Severance. NWL shall pay to the Executive in a single lump sum, within 10 business days following the date of the employment termination, an amount equal to two times the sum of the Executive’s annual base salary plus his target bonus.

Severance. Without limiting the foregoing provisions of this Section 5.07, for a one (1)-year period following the Closing, for any termination of employment by Buyer other than for cause (as determined in Buyer’s reasonable discretion), Buyer shall provide, or shall cause to be provided, severance benefits to each Continuing Employee that include at least two weeks of base pay for every year of service with Seller (or any Affiliate thereof) and any respective predecessor, subject to a maximum of fifty-two (52) weeks of base pay per Continuing Employee.

Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee pursuant to [Section 4(c)] above, then, subject to their execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates, Employee shall be entitled to receive the following:

Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee for Good Reason pursuant to Section 4(c) above, then, subject to his execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates within sixty (60) days of the Termination Date, Employee shall be entitled to receive the following: # an amount equal to twelve (12) months of his Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the twelve (12) month period following the Termination Date, and # the Company will pay its share of premiums for Employee’s health insurance as currently enrolled on the Termination Date through the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) over the twelve (12) month period following the Termination Date; provided that such payments described in (i) and (ii) shall automatically cease upon Employee’s employment or engagement as a consultant, contractor, or service provider by any person or entity other than the Company within the applicable payment period, of which Employee must provide written notice to Company immediately upon acceptance of such employment or engagement; and provided that such amounts shall be paid in accordance with the Company’s customary payroll practices, and less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure.

Upon and at any time following the occurrence of an Event of Default, the Agent shall have the right from time to time to partially foreclose any of the Mortgages and/or any of the Pledge Agreements in any manner and for any amounts secured by any of the Mortgages and/or any of the Pledge Agreements then due and payable as determined by the Agent in its sole discretion, including in the following circumstances: # in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of interest or principal, the Agent may foreclose any of the Mortgages and/or any of the Pledge Agreements or any other security available therefor to recover such delinquent payments, or # in the event the Agent elects to accelerate less than the entire Outstanding Principal Balance, the Agent may foreclose any of the Mortgages and/or any of the Pledge Agreements or any other security therefor to recover so much of the principal balance of the Loan as the Agent may accelerate and such other sums secured by the Mortgages and/or the Pledge Agreements or any other security as the Agent may elect. Notwithstanding one or more partial foreclosures, the Properties and the Collateral shall remain subject to the Mortgages and the Pledge Agreements to secure payment of the sums secured by the Mortgages and/or the Pledge Agreements and not previously recovered. With respect to the Borrowers, the Properties and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring the Agent or the Lender to resort to the Properties or the Collateral or any other security for the satisfaction of any of the Debt in any preference or priority, and the Agent and/or the Lender may seek satisfaction out of the Properties and/or the Collateral or any other security, or any part thereof, in its absolute discretion in respect of the Debt.

Section # Timing and Amount of Tax Benefit Payments.

Severance Payments and Benefits; Salary and Benefits. The Company agrees to provide Executive with the severance payments and benefits described in Section ​ of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.