Common use of Termination Without Cause; For Good Reason Clause in Contracts

Termination Without Cause; For Good Reason. If, within 36 months following a Change of Control, (i) the Company terminates Xx. Xxxx’x employment without Cause or (ii) Xx. Xxxx terminates his employment for Good Reason, Xx. Xxxx shall receive the following: (i) the Section 8 Amounts; (ii) an amount equal to 200% of the sum of (1) Xx. Xxxx’x annual Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx shall be entitled to an amount equal to the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if under the terms of any such plan, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if he had remained an employee of the Company during such period; and (v) any gross up amount payable under Section 15 hereof. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, and to the extent the amount of such payments are not known or calculable as of such due date, as soon as the amount is known and calculable).

Termination Without Cause; For Good Reason. IfSubject to Articles 11.4, within 36 11.5, and 11.6, if the Employment Term ends due to the termination of Employee’s employment with the Company as a 8 result of a termination by the Company without “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company for “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall not apply to terminations for “Good Reason” under this Article 11.2) and Article 11.3 does not apply, Employee shall be entitled to receive (a) in equal monthly installments over a period of twelve (12) months after his termination, an amount equal to two (2) times the sum of Employee’s Base Salary and target bonus, if any, for the year in which such termination occurs (provided, however, in the event that the Base Salary or target bonus, if any, has been decreased in the twelve months prior to the termination, the amount to be used shall be the highest Base Salary and target bonus, if any, during such 12-month period) (the ‘Non-Protection Period Severance Amount’); (b) continuation of group health, life and disability insurance benefits as if Employee were an employee of the Company, until the earlier of (i) twenty-four (24) months following such termination of employment or (ii) Employee’s eligibility for any such coverage under another employer’s or any other medical plan, provided that if the obligation to provide such coverage at the same level and cost would cause the Company to incur a Change tax or other penalty under applicable law (including, without limitation, Section 2716 of Controlthe United States Public Health Service Act), Employee shall instead, to the extent permitted by law, be provided with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee would be required to pay to continue such group health coverage for the period specified in this clause (b), regardless of whether such coverage is available to Employee; (c) the cost of reasonable relocation expenses to North America, if Employee still resides in The Netherlands at the time such termination of employment occurs; (d) with respect to each grant of shares of restricted common stock of Priceline (which, for purposes of clarity, are considered to include restricted stock units, performance share units, and other similar equity awards) that is made to Employee after the Effective Date and that remains outstanding as of the end of the Employment Term due to a termination of Employee’s employment under this Article 11.2, accelerated vesting with respect to a pro-rata portion of the total number of shares granted pursuant to the applicable award agreement based on the number of days during the relevant vesting period or performance period, as applicable, that Employee was employed with the Company, provided that with respect to any performance share unit award, the pro-rata portion of earned shares shall be determined by applying the applicable performance multiplier under the applicable award agreement as of the most recent fiscal quarter for which Priceline’s financial results have been publicly reported to the target number of shares awarded under such agreement; and (e) if a bonus plan is in place, Employee will be entitled to receive the product of (i) the Company terminates Xx. Xxxx’x employment without Cause or target annual bonus for the fiscal year in which Employee is terminated, multiplied by (ii) Xx. Xxxx terminates his employment for Good Reasona fraction, Xx. Xxxx shall receive the following: (i) the Section 8 Amounts; (ii) an amount equal to 200% numerator of the sum of (1) Xx. Xxxx’x annual Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated days that Employee worked during the fiscal year in such planwhich 9 Employee is terminated, if less than threeand the denominator of which is 365 (or 366 in a leap year), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx Such bonus shall be entitled paid when such bonuses are paid to an amount equal to the average other executives of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if under the terms of any such plan, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if he had remained an employee of the Company during such period; and (v) any gross up amount payable under Section 15 hereof. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, and to the extent the amount of such payments are not known or calculable as of such due date, as soon as the amount is known and calculable)Priceline.

Termination Without Cause; For Good Reason. IfSubject to Articles 11.4, within 36 11.5, and 11.6, if the Employment Term ends due to the termination of Employee’s employment with the Company as a result of a termination by the Company without “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company for “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall not apply to terminations for “Good Reason” under this Article 11.2) and Article 11.3 does not apply, Employee shall be entitled to receive (a) in equal monthly installments over a period of twelve (12) months after his termination, an amount equal to two (2) times the sum of Employee’s Base Salary and target bonus, if any, for the year in which such termination occurs (provided, however, in the event that the Base Salary or target bonus, if any, has been decreased in the twelve months prior to the termination, the amount to be used shall be the highest Base Salary and target bonus, if any, during such 12-month period) (the ‘Non-Protection Period Severance Amount’); (b) continuation of group health, life and disability insurance benefits as if Employee were an employee of the Company, until the earlier of (i) twenty-four (24) months following such termination of employment or (ii) Employee’s eligibility for any such coverage under another employer’s or any other medical plan, provided that if the obligation to provide such coverage at the same level and cost would cause the Company to incur a Change tax or other penalty under applicable law (including, without limitation, Section 2716 of Controlthe United States Public Health Service Act), Employee shall instead, to the extent permitted by law, be provided with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee would be required to pay to continue such group health coverage for the period specified in this clause (b), regardless of whether such coverage is available to Employee; (c) the cost of reasonable relocation expenses to North America, if Employee still resides in The Netherlands at the time such termination of employment occurs; (d) in accordance with the Prior Employment Contract, with respect to the performance share unit award granted to Employee in March 2012 only (the ‘2012 PSU Grant’), accelerated vesting with respect to a number of shares that will be equal to the product of (i) the Company terminates Xx. Xxxx’x employment without Cause or number of shares designated as the “Target Amount” in the 2012 PSU Grant agreement, multiplied by (ii) Xx. Xxxx terminates his a fraction, the numerator of which is the number of days in the relevant performance period that Employee was employed with the Company, and the denominator of which is the number of days in the relevant performance period, but only to the extent that the application of this clause (d) would result in more shares being vested than would otherwise be vested under the terms of the PSU Agreement for the 2012 PSU Grant; (e) with respect to each grant of shares of restricted common stock of xxxxxxxxx.xxx (which, for purposes of clarity, are considered to include restricted stock units, performance share units, and other similar equity awards) that is made to Employee after the Effective Date and that remains outstanding as of the end of the Employment Term due to a termination of Employee’s employment under this Article 11.2, accelerated vesting with respect to a pro-rata portion of the total number of shares granted pursuant to the applicable award agreement based on the number of days during the relevant vesting period or performance period, as applicable, that Employee was employed with the Company, provided that with respect to any performance share unit award, the pro-rata portion of earned shares shall be determined by applying the applicable performance multiplier under the applicable award agreement as of the most recent fiscal quarter for Good Reasonwhich xxxxxxxxx.xxx’s financial results have been publicly reported to the target number of shares awarded under such agreement; and (f) if a bonus plan is in place, Xx. Xxxx shall Employee will be entitled to receive the following: product of (i) the Section 8 Amounts; target annual bonus for the fiscal year in which Employee is terminated, multiplied by (ii) an amount equal to 200% a fraction, the numerator of the sum of (1) Xx. Xxxx’x annual Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated days that Employee worked during the fiscal year in such planwhich Employee is terminated, if less than threeand the denominator of which is 365 (or 366 in a leap year), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx Such bonus shall be entitled paid when such bonuses are paid to an amount equal to the average other executives of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if under the terms of any such plan, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if he had remained an employee of the Company during such period; and (v) any gross up amount payable under Section 15 hereof. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, and to the extent the amount of such payments are not known or calculable as of such due date, as soon as the amount is known and calculable)xxxxxxxxx.xxx.

Termination Without Cause; For Good Reason. IfThe Company may terminate Executive’s employment without Cause (other than by reason of Disability) and Executive may terminate his employment for Good Reason, in each case upon thirty (30) days prior written notice (which, in the case of a termination of employment by Executive for Good Reason, shall be given within 36 months following a Change ninety (90) days of Control, (i) the event or circumstance constituting Good Reason). In the event that the Company terminates Xx. Xxxx’x Executive’s employment without Cause (other than by reason of Disability) or (ii) Xx. Xxxx Executive terminates his employment for Good Reason, Xx. Xxxx in either case prior to a Change in Control, Executive shall receive be entitled to the followingfollowing in lieu of any payments or benefits under any severance program or policy of the Company: (i) the Section 8 Accrued Amounts; (ii) an amount a lump sum cash severance payment, payable, subject to Section 20, within 10 business days of termination, equal to 200% of two times the sum of (1) Xx. Xxxx’x annual Executive’s highest Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferralssubsequent to the Effective Date) at the highest of (A) the rate in effect as of Date the date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plantermination; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of continued coverage for a period of eighteen months commencing on the date of termination under any Company life insurance plan in which, pursuant which Executive was participating immediately prior to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx shall be entitled to an amount equal to the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plantermination; (iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the insurance benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if under the terms of any such plan, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if he had remained an employee of the Company during such periodbelow; and (v) any gross up amount payable under full vesting of all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive, which Options and Stock Appreciation Rights shall remain exercisable for the period determined in accordance with Section 15 hereof18. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, If and to the extent the amount Company is not permitted under the terms of any applicable plan or policy or applicable law to provide the benefits described in clause (iii) above or Section 8(a)(iii) or 9(b)(iii) below, or if the provisions of such benefits would cause any applicable plan to be deemed to be discriminating in favor of highly compensated employees under the Employee Retirement Income Security Act of 1974, as amended, the Company shall either (x) provide equivalent benefits on an individual basis at no additional after-tax cost to Executive (which may be accomplished by making payments are to Executive sufficient to pay, on an after-tax basis, the applicable portion of the premium cost under the insurance policy(ies) maintained pursuant to Section 5(d) for the applicable period following termination of Executive's employment with the Company) or (y) pay to Executive an amount sufficient to permit Executive to purchase equivalent benefits at no additional after-tax cost to Executive. If Executive’s employment is terminated by the Company without Cause, if Executive terminates his employment for Good Reason, if Executive's employment terminates by reason of his death or if Executive is terminated for Disability (a “Qualifying Termination”), then the Company shall continue health benefits to Executive (and/or his spouse and eligible dependents, if any) equivalent to those which would have been provided to them in accordance with the plans, programs, practices and policies as made available to actively employed executives of the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) as then in effect (or, if more favorable, as in effect immediately prior to a Change in Control) (the “Welfare Plans”), for a period of thirty-six months following such Qualifying Termination (the “Continuation Period”). If Executive does not known or calculable as make a timely election to continue coverage under COBRA, the Continuation Period will be reduced by eighteen (18) months. If Executive is covered by health insurance of a subsequent employer, the coverage provided under this Agreement will be secondary to such other coverage. Executive (or, where applicable, his spouse and dependents) shall pay the full monthly premium cost of such due datemedical coverage for the Continuation Period. The monthly premium cost during the Continuation Period for Executive, spouse and dependents shall be the monthly COBRA premium during the COBRA health care continuation coverage period under section 4980B of the Code or, to the extent the COBRA coverage is not in effect, such amount as is equal to the Company’s deemed cost of such medical coverage for Executive and and/or his spouse and eligible dependents, if any, which shall be determined actuarially by the Company’s advisors (the “Applicable Premium”). During the Continuation Period, the Company shall pay Executive (or, where applicable, Executive’s spouse) an amount equal to the 135% of the Applicable Premium described above (the “Advance Premium”), as soon as in effect from time to time, which, subject to Section 13(d), shall be made in advance on the amount is known first business day of each month, commencing with the month immediately following Executive’s date of termination, provided that, subject to Section 13(d), the first such payment shall be made within thirty (30) days after Executive’s termination date. The Company shall have no further obligation to pay the Advance Premium after the earlier of: (A) Executive (or, where applicable, his spouse and calculable)dependents) ceasing to participate in the Welfare Plans and (B) the end of the Continuation Period.

Termination Without Cause; For Good Reason. IfSubject to Articles 11.4, within 36 11.5, and 11.6, if the Employment Term ends due to the termination of Employee’s employment with the Company as a result of a termination by the Company without “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company for “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall not apply to terminations for “Good Reason” under this Article 11.2) and Article 11.3 does not apply, Employee shall be entitled to receive (a) in equal monthly installments over a period of twelve (12) months after his termination, an amount equal to two (2) times the sum of Employee’s Base Salary and target bonus, if any, for the year in which such termination occurs (provided, however, in the event that the Base Salary or target bonus, if any, has been decreased in the twelve months prior to the termination, the amount to be used shall be the highest Base Salary and target bonus, if any, during such 12-month period) (the ‘Non-Protection Period Severance Amount’); (b) continuation of group health, life and disability insurance benefits as if Employee were an employee of the Company, until the earlier of (i) twenty-four (24) months following such termination of employment or (ii) Employee’s eligibility for any such coverage under another employer’s or any other medical plan, provided that if the obligation to provide such coverage at the same level and cost would cause the Company to incur a Change tax or other penalty under applicable law (including, without limitation, Section 2716 of Controlthe United States Public Health Service Act), Employee shall instead, to the extent permitted by law, be provided with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee would be required to pay to continue such group health coverage for the period specified in this clause (b), regardless of whether such coverage is available to Employee; (c) the cost of reasonable relocation expenses to North America, if Employee still resides in The Netherlands at the time such termination of employment occurs; (d) with respect to each grant of shares of restricted common stock of Priceline (which, for purposes of clarity, are considered to include restricted stock units, performance share units, and other similar equity awards) that is made to Employee after the Effective Date and that remains outstanding as of the end of the Employment Term due to a termination of Employee’s employment under this Article 11.2, accelerated vesting with respect to a pro-rata portion of the total number of shares granted pursuant to the applicable award agreement based on the number of days during the relevant vesting period or performance period, as applicable, that Employee was employed with the Company, provided that with respect to any performance share unit award, the pro-rata portion of earned shares shall be determined by applying the applicable performance multiplier under the applicable award agreement as of the most recent fiscal quarter for which Priceline’s financial results have been publicly reported to the target number of shares awarded under such agreement; and (e) if a bonus plan is in place, Employee will be entitled to receive the product of (i) the Company terminates Xx. Xxxx’x employment without Cause or target annual bonus for the fiscal year in which Employee is terminated, multiplied by (ii) Xx. Xxxx terminates his employment for Good Reasona fraction, Xx. Xxxx shall receive the following: (i) the Section 8 Amounts; (ii) an amount equal to 200% numerator of the sum of (1) Xx. Xxxx’x annual Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated days that Employee worked during the fiscal year in such planwhich Employee is terminated, if less than threeand the denominator of which is 365 (or 366 in a leap year), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx Such bonus shall be entitled paid when such bonuses are paid to an amount equal to the average other executives of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan; (iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if under the terms of any such plan, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if he had remained an employee of the Company during such period; and (v) any gross up amount payable under Section 15 hereof. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, and to the extent the amount of such payments are not known or calculable as of such due date, as soon as the amount is known and calculable)Priceline.

Termination Without Cause; For Good Reason. IfThe Company may terminate Executive’s employment without Cause (other than by reason of Disability) and Executive may terminate his employment for Good Reason, in each case upon thirty (30) days prior written notice (which, in the case of a termination of employment by the Executive for Good Reason, shall be given within 36 months following a Change ninety (90) days of Control, (i) the event or circumstance constituting Good Reason). In the event that the Company terminates Xx. Xxxx’x Executive’s employment without Cause (other than by reason of Disability) or (ii) Xx. Xxxx Executive terminates his employment for Good Reason, Xx. Xxxx in either case prior to a Change in Control, Executive shall receive be entitled to the followingfollowing in lieu of any payments or benefits under any severance program or policy of the Company: (i) the Section 8 Accrued Amounts; (ii) an amount a lump sum cash severance payment, payable, subject to Section 20, within 10 business days of termination, equal to 200% of two times the sum of (1A) Xx. Xxxx’x annual Executive’s highest Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date the date of Termination, or termination and (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made annual Bonus earned by Executive with respect to him under the MICP for the three fiscal years preceding the Date date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plantermination; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of continued coverage for a period in which, pursuant to of twelve months commencing on the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date date of Termination precedes the determination of compensation that he has earned termination (A) for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx shall be entitled to an amount equal to the average of the award payments made to him under the MICP for the three years preceding the Date of Termination Executive (or for the number of years he has participated in such planand his eligible dependents, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in any) under the Company’s Key Employees Deferred Compensation Plan;health plans on the same basis as such coverage is made available to senior executives of the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and (iv) full vesting of all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive, which Options and Stock Appreciation Rights shall remain exercisable for the period determined in accordance with Section 20. If and to the extent the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx that are substantially similar to those that he was entitled to receive under such plan immediately prior to the Date of Termination. The Company’s obligation under this subsection (iv) shall terminate on the earlier of: (1) the third anniversary of the Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Xx. Xxxx at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Xx. Xxxx shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to Xx. Xxxx. In the event that because of their relationship to Xx. Xxxx, members of his family or other individuals are covered by a plan described in this subsection (iv) immediately prior to the Date of Termination, the provisions set forth in this subsection (iv) shall apply equally to require the continued coverage of such persons; provided, however, that if permitted under the terms of any applicable plan or policy or applicable law to provide the benefits described in clause (iii) above or Section 10(a)(iii) or 11(b)(iii) below, or if the provisions of such plan, benefits would cause any such person would have ceased applicable plan to be eligible for coverage during deemed to be discriminating in favor of highly compensated employees under the period in which Employee Retirement Income Security Act of 1974, as amended, the Company is obligated to continue coverage for Xx. Xxxx, nothing set forth herein shall obligate the Company to continue to either (x) provide coverage which would have ceased even if he had remained equivalent benefits on an employee of the Company during such period; and (v) any gross up amount payable under Section 15 hereof. The Company shall make the foregoing cash payments to Xx. Xxxx as xxxxxxxxx in a lump sum in cash not later than the Date of Termination (or in the case of any payments due under clause (v), if, and individual basis at no additional after-tax cost to the extent Executive or (y) pay to the Executive an amount of such payments are not known or calculable as of such due date, as soon as sufficient to permit the amount is known and calculable)Executive to purchase equivalent benefits at no additional after-tax cost to the Executive.