Termination by Employer Without Cause. Executive’s employment with Employer may be terminated without Cause by a majority of the Board of Directors of Employer, effective immediately upon delivery of written notice of such termination to Executive.

Termination of Employment Without Cause. In the case of the Optionee’s Termination of Employment by the Company or a Subsidiary without Cause, to qualify for the treatment provided in this ​, the Optionee must execute and deliver # a release agreement satisfactory to the Company (which the Optionee does not revoke) and # a non-competition agreement covering a period of 18 months in a form satisfactory to the Company as permitted by applicable law (as the Committee or its delegee may require). If the Optionee executes and delivers a non-competition agreement, and then violates the provisions of that agreement (in the Committee’s discretion), all unexercised Options will immediately terminate and will not be exercisable.

Payment on Termination Without Cause. Upon Termination Without Cause of Employee’s employment under this Agreement, Employee shall be entitled to a severance payment (“Severance Payment”) equal to three times the Employee’s monthly Base Salary per year of service. This Severance Payment shall be capped at a maximum amount equal to Employee’s Annual Salary. Years of service will be calculated from the Effective Date.

Termination by Company Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under [Section 3(c)] and does not result from the death or Permanent Disability of the Executive under [Section 3(a) or (b)])] shall be deemed a termination without Cause.

Involuntary Termination. For purposes of this Agreement, an Involuntary Termination of Employment shall be deemed to occur if:

Involuntary Termination. “Involuntary Termination” means termination of the Employee’s employment, without the Employee’s consent, by the Company for any reason other than Cause.

Involuntary Terminations without Cause Not Following a Change in Control. Notwithstanding [Section 3(a)], if a Participant is involuntarily terminated for a reason other than for Cause prior to the last day of the Performance Period, the Participant will earn, as of the date of termination from employment, except as otherwise provided below, a portion of the Participant’s Achieved Shares determined for the Participant at the end of the Measurement Period pursuant to [Section 2], if any, based on the number of complete months that the Participant was employed by the Company or an Affiliate during the Performance Period, divided by the total number of complete months in the Performance Period.

Involuntary Termination. If a Grantee’s employment terminates during the Award Period and the Company determines that employment was involuntarily terminated on or after the first anniversary of the first day of the Award Period, a pro rata portion (based on the number of completed months held during the Award Period prior to the date employment terminated) of this PSU Award will be distributed at such time as it would have been paid if employment had continued, based on actual performance during the Award Period as determined in accordance with [Section III]. The remainder will be forfeited on the date employment ends. The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Award Period during which the Grantee was employed by the Company or JV, and the denominator of which is 36. An “involuntary termination” includes termination of employment by the Company as the result of a restructuring or job elimination, but excludes non-performance of duties and the reasons listed under paragraphs C through G of this section.

[Death or Disability; Certain Involuntary Terminations Without Cause. Notwithstanding anything to the contrary in this Agreement, # if the Participant’s employment terminates prior to the Vesting Date due to death or Disability, then the Participant shall immediately and automatically vest in ​ of the Target RSUs [(regardless of the achievement of the Performance Goals)], and the remaining unvested portion of the RSUs shall be forfeited without consideration therefor and # if # the Participant’s employment terminates prior to the Vesting Date as a result of an involuntary termination by the Company without Cause and # the Committee determines in its sole and absolute discretion that the Performance Goals have been achieved at a satisfactory level, then a number of the then-unvested RSUs determined by the Committee shall be deemed to have been earned and vested as of the date of such determination.]

Subject to [Section 7] of this [Appendix A] and in accordance with [Section 3(a)(vi)] of the Agreement, you, Booking.com and BHI agree that if your employment with the Company is terminated by the Company without Cause or is terminated by you for Good Reason, the Company will, subject to the terms and conditions set forth in the following paragraphs and provided that you have not filed any claims in connection with the termination of your employment, in full and final settlement of any claims for compensation relating to the termination, pay you a voluntary contractual severance amount equal to the sum of: # one (1) times the sum of the Base Salary and target Annual Bonus, if any, for the year in which such termination occurs (the "Severance Payment"), which will be paid as set forth in [Section 4] below (provided, however, if the Base Salary or target Annual Bonus, if any, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period); # any compensation earned but not yet paid as of the date of termination, including, without limitation, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to BHI and Booking.com policies, any bonus earned but not yet paid for a completed fiscal year, and any unreimbursed business expenses payable to you (collectively, the "Accrued Amounts"), which amounts will be paid in a lump sum within ten (10) days following the termination date (or earlier, if required under applicable law); # any other amounts or benefits owing to you under the then applicable employee benefit, long-term incentive or equity plans and programs of BHI or Booking.com, which will be paid or treated in accordance with the terms of such plans and programs and this Agreement; and # if a bonus plan is in place, the product of # the actual Annual Bonus earned for the fiscal year of your termination, and # a fraction, the numerator of which is the number of days of the current fiscal year during which you were employed by BHI or Booking.com, and the denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to BHI’s other executive officers, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an amount not to exceed ​; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be made to you within 90 days of the Company’s receipt of all invoices relating to such expenses, which receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.com will reimburse your legal fees (if any) up to an amount of ​, including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to you, by the date of the termination of your employment, payment will be made directly to your attorney within thirty (30) days of Booking.com’s receipt of the invoice. In addition, if so requested, the Company will provide you with a neutral reference letter within 30 days of the termination of the Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regarding the termination of your employment, and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this [Section 2(a)] (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any other restrictive covenant obligations applicable to you and your execution on or after the date of termination of a release of claims in favor of the Company (in such form as reasonably determined by the Company in its sole discretion) (a “Release”) that becomes effective within 55 days after the date of termination.