Example ContractsClausestermination by company without cause or by executive for good reasonVariants
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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.

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 you terminate your employment with the Company under this Agreement for Good Reason or your employment with the Company is terminated by the Company without Cause # within six (6) months preceding a Change in Control (and such termination of employment, or is terminated by youthe event giving rise to your termination of employment for Good Reason, occurred at the Company will, subjectrequest of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, or at the termsrequest of any other person in anticipation of a Change in Control, and conditionsin either case, such Change in Control actually occurs) or # within twelve (12) months after a Change in Control, then, instead of the amounts set forth in [Section 2(a)] of this [Appendix A], you will be entitled to receive: # any Accrued Amounts at the following paragraphs and provided that you have not filed any claimsdate of termination, which amounts will be paid in connection witha lump sum within ten (10) days following the termination of your employment, in full and final settlement of any claims for compensation relating to the termination, pay you a voluntary contractual severancedate (or earlier, if required under applicable law); # an amount equal to the sum of: # one (1)two (2) times the sum of the Base Salary and target Annual Bonus, if any, for the year in which such termination occurs (the "Severance Payment"),occurs, 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 (the “Change in a lump sum within ten (10) days following the termination date (or earlier, if required under applicable law)Control Severance Payment”); # 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,the Company, 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,termination determined at the higher of actual and target performance, and # a fraction, the numerator of which is the number of days of the current fiscal year during which you werewas employed by BHI or Booking.com,the Company, 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’the Companys other executive officers,senior executives, 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(3(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”)Release that becomes effective within 55 days after the date of termination.

SubjectSeverance Payments. In the event that # you cease to [Section 7]provide services to BHI as a result of a termination of this [Appendix A] and in accordance with [Section 3(a)(vi)] of the Agreement, you,Arrangement and/or Agreement by BHI or Booking.com and BHI agree that ifdue to a termination of your employment withand the Company is terminated by the CompanyEmployment Agreement without Cause or is terminatedas a result of a termination of your employment and the Employment Agreement by you for Good Reason, the Company will, subjectas further described on [Appendix A] (which constitutes part of this Agreement), and # you agree to the terms and conditions set forth in the following paragraphs and provided that you have not filed any claims in connection with thea mutual termination of your employment, in fullthis Agreement 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 treatedEmployment Agreement 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 366Dutch law (such agreement to be reflected in a leap year)termination agreement by means of [Sections 7]:670b and 7:900 et seq. DCC), which prorated Annual Bonusyou will be paid in a lump sum when bonuses for such period are paideligible to BHI’s other executive officers, but, in any event, inreceive 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 youseverance compensation 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,benefits set forth on [Appendix A]. 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 Companyor BHI will provide you with a neutral reference lettersuch termination agreement within 30seven (7) days following the occurrence of the terminationsituation described in [clause (A)] of the Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regardingprevious sentence. Such termination agreement shall include the termination of your employment,date 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 conditionedrelevant items set forth 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.[Appendix A].

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