Voluntary Termination Without Good Reason. In the event that the Executive terminates the Executive’s employment at the Executive’s own volition prior to the expiration of the Employment Term (except as provided in ​ above), such termination shall constitute a “Voluntary Termination” and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Due Cause under ​ above.

Resignation Without Good Reason. The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder. No such resignation shall be effective unless in writing with thirty (30) days’ notice thereof.

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.

Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term upon written notice to ​ not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in [clause (viii)] below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. ​ shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall Terminate Employee’s employment Without Cause or Employee shall Terminate Employee’s employment for Good Reason, then in consideration of Employee’s services rendered prior to such Termination;

Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):

Termination for Cause or Without Good Reason. Your employment hereunder may be terminated by the Company or the Board for Cause or by you without Good Reason. If your employment is terminated by the Company or the Board for Cause or by you without Good Reason, you shall be entitled to receive: # any accrued but unpaid Base Salary which shall be paid in accordance with the Company's regular payroll procedures; # reimbursement for properly incurred and unreimbursed business expenses, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and # such employee benefits (including equity compensation), if any, to which you may be entitled under the Company's employee benefit plans; provided that, in no event shall you be entitled to any payments in the nature of severance or termination payment (collectively referred to as the "Accrued Amounts").

Termination Without Cause or for Good Reason. If the Termination Event is termination by ​ at any time during the Term without Cause or by Executive at any time during the Term for Good Reason, Executive shall be entitled to:

Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:

Good Reason. "Good Reason" means # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee's principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.