Exhibit 10.1
SEPARATION
AGREEMENT
This Separation Agreement (this
“ Agreement ”), dated as of
,
2008 (the “ Effective Date ”), is entered into
by and between Booking.com B.V., a private limited liability
company (‘besloten vennootschap met beperkte
aansprakelyheid’), having its registered office at
Weteringschans 28, 1017 SG Amsterdam, The Netherlands (the “
Company ”), and Stoffer Anko Norden, residing at
Broekmaatweg 110, 7548 RV Enschede (“ Executive
”).
RECITALS
WHEREAS,
Executive is currently the Managing Director of the
Company;
WHEREAS, the
Company and Executive are parties to an Employment Contract, dated
as of July 14, 2005 (the “ Employment Contract
”), attached hereto as Exhibit A ;
WHEREAS,
Executive has voluntarily resigned from his position as the
Managing Director of the Company, effective as of the Effective
Date; and
WHEREAS, in
conjunction with Executive’s termination of his employment,
the Company and Executive desire to enter into an agreement setting
forth the following terms and conditions.
NOW, THEREFORE, in consideration of
the mutual promises and covenants set forth herein, the parties
agree as follows:
1.
Termination of
Employment . The
effective date of Executive’s voluntary termination of
employment is September 1, 2008. Executive recognizes
that he will be removed from the Company’s payroll and that
his employment relationship with the Company will be terminated for
all purposes on the Effective Date. Further, Executive hereby
resigns all other positions and offices, if any, that he holds with
the Company or any entity that is a subsidiary of, or is otherwise
related to or affiliated with, the Company and ceases to serve as a
director of the Company and any of its affiliates, excluding
priceline.com International Limited, as of the same
date.
2.
Effect of Termination
. As of the Effective Date,
Executive shall cease to have any rights to salary, expense
reimbursements or other benefits to which Executive was entitled
under the Employment Contract, except that Executive shall be
entitled to (a) any base salary which has accrued but is
unpaid as of the Effective Date, (b) any reimbursable expenses
which have been incurred but are unpaid as of the Effective Date,
(c) subject to the sole discretion of the Compensation
Committee of priceline.com’s Board of Directors, a pro-rata
bonus for the 2008 fiscal year, payable in accordance with the
terms of the Company’s 2008 bonus plan, and (d) any
unexpired vacation days which have accrued under the
Company’s vacation policy but are unused, as of the Effective
Date. In addition, Executive acknowledges and agrees that the
unvested portions of all equity awards granted to him pursuant to
the award agreements listed on Exhibit B and as
summarized on Exhibit B shall be forfeited as of the
Effective Date. Notwithstanding the foregoing, any
nonqualified stock options that have vested,
but have not been exercised as of
the Effective Date, will continue to be exercisable for ninety (90)
days following the Effective Date pursuant to the terms of the
applicable stock option agreement.
3.
Affirmation of Non-Competition,
Confidentiality and Non-Solicitation Obligations
. In executing this Agreement,
Executive hereby reaffirms his non-competition, confidentiality,
non-solicitation and other obligations set forth in Sections 12 and
13 of the Employment Contract, which shall continue in full force
and effect (including any definitions applicable thereto defined
elsewhere in the Employment Contract); provided
however that Executive and the Company hereby agree that
Section 13.1 of the Employment Contract is hereby amended by
deleting the phrase “For a period of 12 months after
termination,” where it appears therein and replacing it with
the phrase “For a period of 12 months after the date on which
Employee ceases to be a member of the Board of Directors of
priceline.com International Limited,”.
4.
Assignment
. This Agreement shall inure
to the benefit of, and shall be binding upon, the Company and its
successors and assigns.
5.
Modifications
. No change or modification of
this Agreement shall be valid unless it is in writing specifically
referencing this Agreement and signed by all the parties
hereto. No waiver of any provision of this Agreement shall be
valid unless it is in writing and signed by the party against whom
it is sought to be enforced.
6.
Entire Agreement
. Except as set forth herein,
this Agreement embodies the complete agreement and understanding
between the parties with respect to the subject matter hereof and
effective as of this date supersedes and preempts any prior
understandings, agreements or representations by or between the
parties, written or oral (including, without limitation, the
Employment Contract), which may have related to the subject matter
hereof in any way.
7.
Survival . Subject to any limits on applicability
contained therein, Paragraph 5 hereof shall survive and continue in
full force in accordance with its terms.
8.
Severability
. If any provision of this
Agreement or the application thereof to any party hereto or
circumstance is adjudged or ruled to be invalid or unenforceable,
the remaining provisions of this Agreement and the application
thereof will be unaffected.
9.
Governing Law
. This Agreement shall in all
respects be interpreted, construed and governed by and in
accordance with the internal substantive laws of The
Netherlands.
10.
Headings . The headings and other captions in this
Agreement are for convenience and reference only and shall not be
used in interpreting, construing or enforcing any of the provisions
of this Agreement.
11.
Counterparts
. This Agreement may be
executed in two or more counterparts, including via facsimile
transmission, each of which shall be deemed an original and all of
which, taken together, shall constitute one and the same
instrument.
5
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first above
written.
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BOOKING.COM B.V.
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By:
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Name:
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Title:
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STOFFER ANKO NORDEN,
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in his individual capacity
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5
Exhibit A
Employment
Contract
5
Exhibit A
EMPLOYMENT
CONTRACT
The undersigned :
BOOKINGS EUROPE B.V., a private limited liability company
(‘besloten vennootschap met beperkte aansprakelyheid’),
having its registered office at Weteringschans 28,1017 SG
Amsterdam, the Netherlands ( ‘Bookings’ ), duly
represented by C.P.H.M. Koolen;
and
Stoffer Anko Norden, residing at Broekmaatweg
110, 7548 RV Enschede, ( ‘Employee’
);
Whereas :
·
Employee has been employed by
Bookings as of August 1st 2003.
·
Bookings has recently been acquired
by a subsidiary of US based Priceline.com Incorporated.
·
Employee agrees to continue
employment with Bookings, subject to the terms and conditions set
forth herein.
Hereby agrees as follows :
1.
Commencement, Term and
Notice
1.1.
This employment contract is a
continuation of the employment contract referred to in the first
recital and is entered into for an indefinite period of
time.
1.2.
The employment contract may be
terminated by either party with due observance of the statutory
notice period. Notice may be given in writing only.
1.3.
The employment contract will end in
any event without notice being required at the end of the month in
which Employee reaches the age of 65.
2.
Change of Employment
Terms
2.1.
Bookings may unilaterally amend the
employment terms in this contract if it has a weighty reason to do
so and provided Employee’s interests, insofar as they are
harmed by such change, must yield thereto in accordance with the
principle of reasonableness and fairness.
3.
Employee Manual
3.1.
Employee acknowledges receipt of
Bookings’ Employee Manual, the provisions of which form an
integral part of thi
