Exhibit



        



EXHIBIT 10.1
Booking Holdings Inc. 1999 Omnibus Plan
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in 2020, which is provided on the web portal of the secure third-party vendor website (the “Web Portal”) used by the Company (to be referred to herein as the “Grant Summary”) for the administration of the Booking Holdings Inc. 1999 Omnibus Plan, as amended from time to time (the “Plan”).  Pursuant to the terms of the Plan, the Compensation Committee of the Board (the “Committee”) has authorized this Agreement and approved the grant of restricted stock units (“RSUs”) evidenced hereby.  
Unless otherwise indicated, any capitalized term used herein, but not defined herein, shall have the meaning ascribed to such term in the Plan. 
1.The Grant
(a)    Subject to the terms and conditions set forth herein, the Participant has been granted on the Grant Date in 2020 the number of RSUs as indicated on the Grant Summary for the corresponding Grant Date in 2020.
(b)    Subject to Section 4 hereof, one-third (1/3) of the RSUs granted under this Agreement shall vest on each of the first, second, and third anniversaries of the Grant Date; provided that, on each vesting date, the Participant has been in Continuous Service through such date.  For avoidance of doubt, subject to Section 4 hereof, the Participant shall not proportionately or partially vest in any RSUs during any period prior to each vesting date, and the Participant shall become vested in the RSUs only on the applicable vesting dates pursuant to this Section 1(b).
(c)    Upon satisfaction of the vesting requirements set forth in Section 1(b) and within ten (10) days following each vesting date, the Company shall issue the Participant one (1) share of Stock free and clear of any restrictions for each vested RSU.  
(d)    For purposes of this Agreement, “Continuous Service” shall mean that the Participant’s service with the Company or any Subsidiary or Affiliate whether as an employee, director or consultant, is not interrupted or terminated.
2.    No Dividend Equivalents
The Participant shall not be entitled to receive any dividends or dividend equivalents in respect of any distributions paid with respect to any share of Stock underlying the RSUs granted under this Agreement that become declared or payable with respect to a record date prior to the dates on which shares of Stock are issued to the Participant pursuant to this Agreement.  






        



3.    No Voting Rights
The Participant shall not be a stockholder of record and shall have no voting or other stockholder rights with respect to shares of Stock underlying the RSUs granted under this Agreement prior to the Company’s issuance of such shares following the applicable vesting date to the Participant.
4.    Effect of Termination of Continuous Service
(a)    Subject to Sections 4(b), (c) and (d), upon the Participant’s termination of Continuous Service for any reason, the unvested portion of the RSUs granted under this Agreement shall be immediately forfeited and cancelled.
(b)    Notwithstanding Section 1(b) or 4(a), upon the date of a termination of Continuous Service by the Participant on account of death, the Participant’s designated beneficiary shall be fully vested in any RSUs that remain unvested as of such date.  The Company shall issue the Participant’s designated beneficiary one (1) share of Stock free and clear of any restrictions for each RSU that vests pursuant to this Section 4(b) within ten (10) days following the Participant’s death.
(c)    Notwithstanding Section 1(b) or 4(a), upon the date of a termination of Continuous Service by the Participant on account of Disability, the Participant shall be vested in a ProRata Number of RSUs (in addition to any RSUs that have vested as of such date pursuant to Section 1(b) hereof), and any unvested RSUs shall be immediately forfeited and canceled.  The Company shall issue the Participant one (1) share of Stock free and clear of any restrictions for each RSU that vests pursuant to this Section 4(c) within ten (10) days following the date of termination of Continuous Service on account of Disability. 
(d)    A “ProRata Number of RSUs” means a number of RSUs equal to one-third (1/3) of the RSUs granted under this Agreement, multiplied by a fraction, the numerator of which is the number of days that have elapsed during the period commencing on either (i) the Grant Date, if the date of termination of Continuous Service occurs prior to the first anniversary of the Grant Date or (ii) the anniversary of the Grant Date that immediately precedes the date of termination of Continuous Service, if the date of termination of Continuous Service occurs on or after the first anniversary of the Grant Date, and ending on the date of termination of Continuous Service, and the denominator of which is the number of days during the period commencing on either (A) the Grant Date, if the date of termination of Continuous Service occurs prior to the first anniversary of the Grant Date or (B) the anniversary of the Grant Date that immediately precedes the date of termination of Continuous Service, if the date of termination of Continuous Service occurs on or after the first anniversary of the Grant Date, and ending on the anniversary of the Grant Date that immediately follows the date of termination of Continuous Service.
(e)    For the purposes of Section 4, “Disability” shall mean (i) any physical or mental condition that would qualify the Participant for a disability benefit under any long-term disability plan maintained by the Company and applicable to him or her, (ii) if there is no such plan, such condition provided in any applicable governmental statute or regulation that constitutes a Disability, 


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or (iii) if there is no such applicable statute or regulation, such other condition as may be determined by the Committee in its sole discretion to constitute a Disability.
5.    Nontransferability of Grant
Except as otherwise provided herein or in the Plan, the RSUs shall not be assigned, negotiated, pledged, or hypothecated in any way or be subject to execution, attachment or similar process.  No transfer of the Participant’s rights with respect to the RSUs, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such rights, such RSUs, and all of the rights related thereto, shall be forfeited by the Participant.
6.    Stock; Adjustment Upon Certain Events 
(a)    Stock to be issued under this Agreement shall be made available, at the discretion of the Board, either from authorized but unissued Stock or from Stock reacquired by the Company in the open market, in private transactions or otherwise.
(b)    The existence of this Agreement and the RSUs granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company or any affiliate, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Stock, the authorization or issuance of additional shares of Stock, the dissolution or liquidation of the Company or any affiliate or sale or transfer of all or part of the assets or business of the Company or any affiliate, or any other corporate act or proceeding.
(c)    Upon a Change in Control, the purchaser(s) of the Company’s assets or stock or the surviving entity in a merger or consolidation may, in his, her or its discretion, deliver to the Participant the same kind of consideration that is delivered to the stockholders of the Company as a result of such Change in Control, or the Board may cancel all outstanding RSUs in exchange for consideration in cash or in kind, which consideration in both cases shall be determined by the Board.  
7.    Determinations
Each determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Committee or the Board in good faith shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Participant and the Company, and their respective heirs, executors, administrators, personal representatives and other successors in interest.
8.    Other Conditions
The transfer of any shares of Stock underlying the RSUs shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares are 


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in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Stock is traded.    
9.    Withholding Taxes
The Participant shall be liable for any and all taxes and contributions of any kind required by law to be withheld or made with respect to the vesting of the RSUs and delivery of any shares of Stock under this Agreement.  The Participant authorizes the Participant’s employer (the “Employer”), in its discretion, to (a) require the Participant to remit to the Employer on the date on which the RSUs vest cash in an amount sufficient to satisfy all applicable required withholding taxes and social security or other contributions related to such vesting, (b) deduct from his or her regular salary payroll cash, on a payroll date following the date on which the RSUs vest, in an amount sufficient to satisfy such obligations, or (c) withhold from the total number of shares of Stock the Participant is to receive on a determination date a number of shares that has a total value equal to the amount necessary to satisfy any and all such obligations.
10.    Incorporation of the Plan
The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the RSUs and this Agreement shall be subject to all terms and conditions of the Plan.  In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise.  
11.    Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
12.    Section 409A of the Code
To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Participant.  This Agreement and the Plan shall be administered in a manner consistent with this intent.  Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
13.    Miscellaneous


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(a)    Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees.  The Company shall assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, and will require such successor to expressly assume and agree in writing to perform this Agreement.  Notwithstanding the foregoing, this Agreement may not be assigned by the Participant.
(b)    Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable to this Agreement.  Furthermore, no modification or waiver of any of the provisions of this Agreement that would reduce the Participant’s rights under this Agreement shall be effective unless memorialized in writing and consented to by the party against whom it is sought to be enforced.
(c)    Waiver.  The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(d)    Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
(e)    Fees and Compliance with Law.  The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.
(f)    Notices.  All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered (including via email, the Web Portal or other electronic means), or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice.  Notices to the Company shall be addressed to its principal office, attention of the Company’s General Counsel.
(g)    Complete Agreement.  The Plan, this Agreement and the Grant Summary constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.
(h)    Governing Law.  This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the state of Delaware without reference to principles of conflict of laws.


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(i)    Authorization.  The Company represents and warrants that it is duly authorized by its Board and/or the Committee (and by any other person or body whose authorization is required) to enter into this Agreement, that there is no agreement or other legal restriction which would prevent it from entering into, and carrying out its obligations under, this Agreement, and that the officer signing this Agreement is duly authorized and empowered to sign this Agreement on behalf of the Company.
(j)    Investigations.  Notwithstanding anything in this Agreement or any other agreement with the Company or a Subsidiary, nothing shall limit the Participant’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity.
(k)    Severability.  In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.
IN WITNESS WHEREOF, this Agreement has been executed by the Company as of the Grant Date in 2020 as set forth on the Grant Summary.
BOOKING HOLDINGS INC. 

Glenn D. Fogel 
Chief Executive Officer and President


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