(1)

Booking.com Holding B.V. , a Dutch entity, with corporate seat in Amsterdam, the Netherlands, Trade Register number 57987823 , (the " Employer ");

(2)

Mrs Gillian Tans , born on [BIRTHDAY], residing at [ADDRESS], (the " Employee ").

(A)

The Employee has been employed by (a legal predecessor of) the Employer since 2 December 2002, most recently in the position of President/CEO and managing director on the basis of an Employment Agreement dated 19 May 2016 (" employment agreement ").

(B)

The Employee has been appointed as statutory director of Booking.com Holding B.V. as per 29 July 2013.

(C)

The Employee's current salary amounts to EUR 45,833.33 gross per month excluding holiday allowance.

(D)

The Parties have had discussions about their future co-operation and have come to the conclusion that the Employee will (i) step down from her role as statutory director of Booking.com Holding B.V. per 26 June 2019 (" Resignation Date ") and (ii) move into the new role of Chairwoman until 30 June 2020, after which period the employment agreement will be terminated.

(E)

The termination of the directorship and the subsequent termination of the employment per 30 June 2020 (" Termination Date ") is not based on an urgent cause as referred to in article 7:678 Dutch Civil Code (" DCC ").

(F)

The Parties want to set out the agreed conditions in this transition agreement.

(G)

The Employee has consulted her lawyer, Mr Chistiaan Oberman, PaltheOberman, on the contents and consequences of this transition agreement.

1

RESIGNATION OF DIRECTORSHIP, CONTINUATION & TERMINATION OF EMPLOYMENT

1.1

Resignation of directorship(s)

1.2

Proposal of discharge

1.3

Continuation of employment after Resignation Date until Termination Date; ancillary activities

1.3.1

Notwithstanding the resignation of the Employee as board member in accordance with section 1.1 above, the Employee shall remain employed by the Employer after the Resignation Date until, ultimately, the Termination Date (30 June 2020).

1.3.2

During the period from the Resignation Date until the Termination Date, the Employee will carry out the role of Chairwoman. As Chairwoman, the Employee will assist and report to the new CEO. She will carry out any activities requested by the CEO to enable a smooth handover. Moreover the Chairwoman will advise the CEO, in cases where the CEO requests such assistance from the Chairwoman. Moreover, the Chairwoman can be asked by the Employer to represent the Company externally. In her role as Chairwoman, the Employee will generally work from home, but may be requested to the come to the office or to travel (abroad) in order to carry out her role. For the avoidance of doubt, the parties acknowledge that the Chairwoman will only

1.3.3

The gross yearly salary of the Employee from 26 June 2019 until the Termination Date, will amount to EUR 50,000 gross, to be paid in monthly instalments of EUR 4,166.67 gross. With regard to this period, the Employee will not be entitled to any bonus payments, nor to any new long term incentive awards / grants (in any sort or form), leaving aside only the RSU Grant mentioned in section 7.1.2 below.

1.3.4

Leaving aside the amendments following from sections 1.3.2 and 1.3.3 above, as well as section 1.3.5 below, the provisions as laid down in the employment agreement (dated 19 May 2016) will remain intact and applicable until the Termination Date.

1.3.5

The Employee may carry out one or more external (supervisory) board positions in addition to her role as Chairwoman within the Employer's organisation, under the conditions that (i) such a role is not in breach with the non-compete clause laid down in (clause 2 of) the Non-competition and Non-solicitation Agreement between the Parties attached to the employment agreement (" the Non-competition and Non-solicitation Agreement "), (ii) does not lead to an employment contract or employment relationship with any third party, and (iii) does not in any way hinder her ability to carry out her tasks as Chairwoman. The Employee shall, before accepting any such board position, obtain prior written approval from the Employer, while the Employer shall not unreasonably withhold such approval in case conditions (i) to (iii) are met.

1.4

Termination of employment

1.4.1

The employment agreement between the Parties ends by mutual consent as of the Termination Date (i.e. 30 June 2020).

1.4.2

The employment agreement will end before the Termination Date if the Employer validly dismisses the Employee instantly in accordance with the law (section 7:677 DCC). In that event, the Employer does not owe the final compensation payment referred to in section 2.1. For the avoidance of doubt it is hereby acknowledged that at the time of entering into this transition agreement the Employer is not aware of any facts and circumstances that could give rise to a termination for cause in the sense of section 7:677 DCC.

1.4.3

Moreover the employment agreement may end before the Termination Date in case the parties agree in writing upon a new Termination Date during the period from the Resignation Date until the Termination Date.

1.4.4

If the Employee takes up employment outside the Employer's organisation before the Termination Date, the employment agreement between the Parties will - notwithstanding section 1.4.1 - terminate by mutual consent as of the date on which the new employment starts (the " Earlier Termination Date "). In that event, the Employee will not be bound by the applicable notice period. Where the definition "Termination Date" is used in this transition agreement, that definition will be replaced by the definition "Earlier Termination Date".

2

FINAL COMPENSATION PAYMENT

2.1

Final compensation payment

2.1.1

In accordance with Clause 8 of the employment agreement, the Employer shall pay (the net equivalent of) a gross amount of EUR 1,187,999.92 to the Employee as a final compensation payment.

2.1.2

The Employer shall transfer the (net equivalent of) the amount referred to in section 2.1.1 to the bank account specified by the Employee within four weeks after the Termination Date, unless the Employee has indicated another manner of payment. In that case, the payment may need to be made at a later time. The Employer shall make the payment as soon as possible after receiving payment instructions from the Employee.

2.2

Bonus 2019

2.2.1

The parties acknowledge that the 2019 target bonus (for a full year) amounts to EUR 1,187,999.92 gross.

2.2.2

The Employee will be entitled to a pro-rata 2019 bonus for six months – 1 January 2019 through 30 June 2019 – of at least EUR 1,000,000 gross.

2.2.3

In case the pro rata target bonus (six months – 1 January 2019 through 30 June 2019) of EUR 593,999.97 gross, increased by the average percentage by which actual bonuses paid to the Booking.com Leadership Team (for the absence of confusion, Leadership Team means any Booking.com employee who is a direct report of the Chief Executive Officer of Booking.com on December 31, 2019) exceed the target bonuses of the Booking.com Leadership Team for 2019, is higher than EUR 1,000,000 gross, then the Employee will in addition to the amount of EUR 1,000,000 gross mentioned in section 2.2.2, also receive the difference between that amount

2.2.4

The payment of the pro rata bonus of 1,000,000 gross (as mentioned in section 2.2.2) will be made in August 2019, while the increase on top of that amount as mentioned in section 2.2.3, will – if any such increase shall be due – be payable in March 2020 after the bonuses of the Booking.com Leadership Team have been determined.

3

FINAL SETTLEMENT AND HOLIDAYS

3.1

Components

(a)

salary;

(b)

pro rata holiday allowance.

3.2

Holidays taken

3.3

Invoices

4

PENSION

5

LEGAL FEES

6

RETURN OF PROPERTY

7

EQUITY AWARDS

7.1.1

The Parties acknowledge and agree that the performance share units (“ PSUs ”) granted to the Employee in 2017, 2018 and 2019 pursuant to the Booking Holdings Inc. 1999 Omnibus Plan, as amended and restated (the “ Plan ”), and related PSU award agreements (the “ PSU Agreements ”) that are outstanding as of the date the parties enter into this transition agreement will continue to vest after the date of this agreement in accordance with, and subject to, the terms of the Plan and the PSU Agreements. The Employee acknowledges and agrees that the Employee’s change in position to Chairwomen pursuant to the terms of this termination agreement shall not constitute “Good Reason” as defined in the PSU Agreements. The Parties agree that the termination of the employment agreement on the Termination Date pursuant to this transition agreement shall constitute termination of the Employee’s employment by the Employer other than for “Cause” for purposes of the PSU Agreements.

7.1.2

The Parties acknowledge that Booking Holdings Inc. has committed to make a USD 1,500,000 RSU grant to the Employee in August 2019 that will vest in May 2020. The vesting will be subject to the terms as set out in the grant.

7.1.3

The Employer shall not object to the termination of the Employee's trading plans with Morgan Stanley or the sale by the Employee, after her transition to the role of Chairwoman, of any shares that have already vested in accordance with the rules of the Plan and the PSU Agreements, insofar as such transactions are in line with all applicable Employer rules and policies on insider trading and are otherwise permitted under law. To the extent Booking Holdings Inc. has ongoing SEC reporting

8

POST-CONTRACTUAL OBLIGATIONS, CONFIDENTIALITY & COMMUNICATION

8.1

Effect after Termination Date

8.1.1

After the Termination Date, the following clauses and arrangements will remain in force:

(a)

the confidentiality clause set out in (the two subsections of) Clause 6 of the employment agreement;

(b)

the non-disparagement clause set out in Clause 4 of the Non-competition and Non-solicitation Agreement;

(c)

the intellectual and industrial property rights clause set out in (all the subsections of) Clause 11 of the employment agreement; and

(d)

the notification of subsequent employer clause set out in Clause 5 of the Non-competition and Non-solicitation Agreement.    

(e)

The Incentive-Based Compensation Clawback Policy as adopted on 7 February 2013 and agreed to in writing by the Employee on 19 May 2016.

8.1.2

After the Termination Date, the non-competition and non-solicitation clause set out in (all the subsections of) Clause 7 of the employment agreement and the non-competition and non-solicitation clause set out in (all the subsections of) Clause 2 of the Non-competition and Non-solicitation Agreement – as well as any other non-competition and non-solicitation clause, should any such additional clause be applicable at the time of signing this agreement – are hereby amended such that, the restriction period shall be the six-month period following the Termination Date . Except as expressly amended by this paragraph 8.1.2, the Non-Competition and Non-Solicitation Agreement and Clause 7 of the employment agreement shall continue in full force and effect in accordance with its terms and the same applies to any other non-competition and non-solicitation clause as mentioned in this section 8.1.2.

8.2

Confidentiality

8.3

Non disparagement

8.4

Internal and external announcement

9

FINAL DISCHARGE

9.1

Scope of the agreement

9.2

Final discharge

10

FINAL PROVISIONS

10.1

Settlement agreement

10.2

Rescission

10.3

Jurisdiction