head, where appropriate. It will be based upon actual job performance consistent with goals/objectives outlined during performance reviews for the plan year.

“Conducted” as used herein or in the Payment Milestone Schedule means, as it pertains to the conduct of any reviews or other meetings, that:

As of the Effective Date, it is anticipated that the Arrangement will continue for a period of approximately twelve to eighteen months following the Effective Date and that you will initially devote 30% of your working time to the position of CHRO and 70% to the position of CPO; provided, however, that the duration of the Arrangement and/or the division of your time between the two positions will be reviewed on a periodic basis and are subject to change at the sole discretion of BHI and Booking.com. You will be informed 30 days in advance of any change in the division of your time between the two positions. You are requested to keep track of your workdays and physical presence for each role. By entering into this Agreement, you acknowledge and agree that the periodic reviews could, among other things, result in a termination of the Arrangement and/or the Agreement in accordance with Section 7 below, or, because it is anticipated that you will eventually devote 100% of your working time to the CHRO role, this Agreement may continue in effect even though you will no longer be providing services to Booking.com.

Additional Procedures. Owners and Service Provider shall each designate a contact person for the purposes of administering the release of Service Provider’s Confidential and Proprietary Information. Owners’ contact person shall be responsible for # ensuring that an agreement is executed with the [[Organization C:Organization]] governing the disclosure of Service Provider Confidential and Proprietary Information consistent with Section 14.4(b) before the information is released and # making formal requests to Service Provider for the release of information designated as Service Provider’s Non-Disclosable Information. Service Provider’s contact person shall be responsible for # handling and expediting responses to Owners’ requests for release of information not specifically designated as Service Provider Disclosable Information and # conducting periodic reviews of Owners’ records listing the Recipients and purposes of disclosure of Service Provider Confidential and Proprietary Information.

Section # Periodic Statements.

Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments included in the Borrowing Base as follows:

All legal (including tax implications) and regulatory matters and all other due diligence reviews of the Company and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent.

CLIENT and OHL mutually agree that they will meet at Quarterly Business Reviews (QBR’s) to continually analyze the business and evaluate the application of these KPI’s.

“Patent Costs” means the out-of-pocket costs and expenses paid to outside legal counsel and other Third Parties, and filing and maintenance expenses, incurred in the preparation, filing, prosecution and maintenance, and the defense and enforcement, of Patents, as well as re-examinations, reissues and the like with respect to any Patent, together with the conduct of appeal processes, interferences, inter partes reviews, post-grant reviews, or the defense of oppositions and other similar proceedings with respect to any Patent.

This Plan shall be administered by the Compensation Committee of the Board of Directors or the Management Committee of the Company, as the case may be. The Compensation Committee reviews and approves the participation and benefits for the Company’s “executive officers,” as defined in the rules promulgated under the Securities Exchange Act of 1934, as amended, and any other employees that it designates. The Management Committee reviews and approves the participation and benefits for all other executives. Members of the Management Committee may participate in this Plan.