exv10w5






EXHIBIT 10.5




ORBITZ WORLDWIDE, INC.

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2011)



1. Purpose. The purpose of the Orbitz Worldwide, Inc. Non-Employee Directors Deferred
Compensation Plan (the “Plan”) is to enable directors of Orbitz Worldwide, Inc. (the “Company”) who
are not also employees of the Company to defer the receipt of certain compensation earned in their
capacity as non-employee directors of the Company. The Plan is an unfunded deferred compensation
plan that is intended to (a) comply with the American Jobs Creation Act of 2004 and Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance
thereunder and shall be interpreted accordingly and (b) be exempt from the provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan shall become
effective on the date of the initial public offering of the Company Stock (as defined below).



2. Eligibility. Directors of the Company who are not also employees of the Company or any
of its subsidiaries (“Directors”) are eligible to participate in the Plan, subject to their
election to defer eligible compensation as required hereunder.



3. Administration. The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the “Committee”). The Committee shall have the authority to
adopt rules and regulations for carrying out the Plan’s intent and to interpret, construe and
implement the provisions thereof. Determinations made by the Committee with respect to the Plan,
any deferral made hereunder and any Director’s account shall be final and binding on all persons,
including but not limited to the Company, each Director participating in the Plan and such
Director’s beneficiaries.



4. Deferral of Fees. Subject to such rules and procedures that the Committee may establish
from time to time and subject to any determinations of the Company to pay compensation to Directors
from time to time, Directors may elect to defer under the Plan all or a portion of their annual
retainer fees, as well as such other fees, stipends and payments determined by the Company to be
eligible for deferral from time to time that are, in each case, otherwise payable in cash in
accordance with the Company’s policies as in effect from time to time (such cash compensation,
collectively, “Fees”).




     (i) Current Directors. A Director who is serving on the Board of Directors of the
Company (the “Board”) on the date this Plan becomes effective may elect to become a participant in
the Plan by electing, within thirty (30) days of the adoption of this Plan, to defer his or her
Director Fees. No election shall be necessary to effectuate the deferral of Fees which the Company
requires to be deferred hereunder.



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     (ii) New Directors. Each individual who first becomes a Director on or after the
30th day following the date this Plan becomes effective may elect to become a
participant in the Plan by electing, within thirty (30) days of the effective date of his or her
appointment or election to the Board, to make deferrals under the Plan. No election shall be
necessary to effectuate the deferral of Fees which the Company requires to be deferred hereunder.



     (iii) Effect of Election. An election under this Section 4 shall be effective only
with respect to Director Fees earned after the effective date of the election. A Director may
elect to become a participant (or to continue or reinstate his or her active participation) in the
Plan for any subsequent plan year by electing, no later than December 31 of the immediately
preceding plan year, to make deferrals under the Plan. Once a Director has elected to defer any
portion of the Director’s Fees, the election may not be revoked and shall continue in force for the
remainder of the Director’s service as a member of the Board; provided, however,
that a Director may, no later than thirty (30) days prior to the beginning of any calendar year,
revoke his or her deferral election with respect to the entirety of such calendar year.


5. Form of Deferral. The Company shall establish a separate deferred compensation
account on its books in the name of each Director who has elected to participate in the Plan.
A number of Restricted Stock Units (as defined in the Company’s 2007 Equity and Incentive
Plan, as amended from time to time, or a successor plan) (the “Stock Plan”) payable in shares
of Company common stock, par value $0.01 per share (“Company Stock”) shall be credited to each
such Director’s account as of each date (a “Deferral Date”) on which amounts deferred under
the Plan would otherwise have been paid to such Director. The Restricted Stock Units credited
to a participating Director’s account under the Plan shall be issued under the Stock Plan.
The number of Restricted Stock Units credited to a Director’s account as of each Deferral Date
shall be calculated by dividing by the amount so deferred by the Fair Market Value (as defined
in the Stock Plan) of a share of Company Stock as of such Deferral Date. The Restricted Stock
Units so credited shall be immediately vested and non-forfeitable and shall become payable as
set forth in Section 8. Except as set forth herein, the terms and conditions of the
Restricted Stock Units credited to Director’s accounts under the Plan shall be governed by the
Stock Plan, including, but not limited to, the equitable adjustment provisions set forth in
Section 5 thereof.



6. Dividend Equivalents. Additional Restricted Stock Units shall be credited to a
Director’s account in respect of cash dividends and/or special dividends and distributions paid
with respect to Company Stock. The number of Restricted Stock Units to be credited to a Director’s
account under the Plan in respect of any such dividend or distribution shall equal the quotient
obtained by dividing (a) the total value of the dividends and distributions received, by (b) the
Fair Market Value of a share of Company Stock on the date of such dividend or distribution. Such
additional units shall be credited on the date following the payment date for such dividend or
distribution upon which any Director becomes entitled to receive a Fee and shall be paid in
accordance with the distribution election made with respect to the underlying units.



7. Restrictions on Transfer. The right of a Director or that of any other person to the
payment of deferred compensation or other benefits under the Plan may not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and distribution
or with the consent of the Board.




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8. Payment of Accounts. Each Director (or his or her beneficiary) shall receive a one-time
distribution of Common Stock with respect to the Restricted Stock Units then credited to the
Director’s account under the Plan on (a) the date immediately following the date upon which a
Director’s service as a member of the Board terminates for any reason (the “Termination Date”) in
the case of Restricted Stock Units granted on or after January 1, 2011, and (b) the date that is
200 days following the Termination Date in the case of Restricted Stock Units granted prior to
January 1, 2011 or if required by Section 409A of the Code. The number of shares of the Company
Stock payable upon such distribution shall equal the number of Restricted Stock Units credited to
such Director’s account as of the date of such distribution, less applicable withholding.
Fractional shares shall be paid in cash.



9. Unfunded Plan; Creditor’s Rights. The Plan is intended to be an “unfunded” plan for
purposes of ERISA. The obligation of the Company under the Plan is purely contractual and shall
not be funded or secured in any way. A Director or any beneficiary shall have only the interest of
an unsecured general creditor of the Company in respect of the Restricted Stock Units credited to
such Director’s account under the Plan.



10. Successors in Interest. The obligations of the Company under the Plan shall be binding
upon any successor or successors of the Company, whether by merger, consolidation, sale of assets
or otherwise, and for this purpose reference herein to the Company shall be deemed to include any
such successor or successors.



11. Governing Law; Interpretation. The Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of Delaware. The Company intends that transactions
under the Plan shall be exempt under Rule 16b-3 promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended, unless otherwise determined by the Company.



12. Termination and Amendment of the Plan. The Board may terminate the Plan at any time;
provided, that termination of the Plan shall not adversely affect the rights of a Director
or beneficiary thereof with respect to amounts previously deferred under the Plan without the
consent of such Director and that of such Director’s beneficiary. The Board may amend the Plan at
any time and from time to time; provided, however, that no such amendment shall
adversely affect the rights of any Director or beneficiary thereof with respect to amounts
previously deferred under the Plan.





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