exv10w4






EXHIBIT 10.4




AMENDMENT TO EMPLOYMENT AGREEMENT




          This AMENDMENT (this “Amendment”), effective as of July 17, 2009 (the “Effective Date”), by
and between Orbitz Worldwide, Inc. (the “Company”) and Barnaby Harford (“Executive”) is entered
into to amend the Employment Agreement, dated as of January 6, 2009 (the “Employment Agreement”),
by and between the Company and Executive. Capitalized terms used herein but not defined herein
shall have the respective meanings ascribed to them in the Employment Agreement.




          WHEREAS, Section 13(b) of the Employment Agreement provides that the Employment Agreement may
be altered, modified, or amended by written instrument signed by the parties thereto; and




          WHEREAS, each of the Company and Executive desires to amend the Employment Agreement in
accordance with the terms and conditions set forth herein.




          NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:




          1. Section 8 of the Employment Agreement is hereby amended by inserting the following between
the first and second sentences of such Section:





     “During the period commencing on the Effective Date and, for as long as Executive
remains an employee, ending on July 16, 2010, Executive shall (a) have use of available
Company barter funds for air travel between Chicago, Illinois and Seattle, Washington for
himself, or a person he designates, up to an aggregate value of $25,000, and (b) receive a
travel allowance of $2,500 per month (or $1,153.85 per pay period), in each case, subject to
or less applicable taxes.”



          2. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York, without regard to conflicts of laws principles other than Section 5-1401 of the
General Obligations Law of the State of New York.




          3. Each of the Company and Executive agrees that, other than as expressly set forth in this
Amendment, nothing in this Amendment is intended to alter the rights, duties or obligations of the
parties, or each of them, under the Employment Agreement which shall remain in full force and
effect as amended hereby.




          4. This Amendment shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.




          5. This Amendment may be signed in counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same instrument.




 









 








          6. Except as otherwise provided in Section 13 of the Employment Agreement, any controversy,
dispute, or claim arising out of, in connection with, or in relation to, the interpretation,
performance or breach of this Amendment, including, without limitation, the validity, scope, and
enforceability hereof, may at the election of any party, be solely and finally settled by
arbitration conducted in Chicago, Illinois, by and in accordance with the then existing rules for
commercial arbitration of the American Arbitration Association, or any successor organization and
with the expedited procedures thereof (collectively, the “Rules”). Each of the parties hereto
agrees that such arbitration shall be conducted by a single arbitrator selected in accordance with
the Rules; provided that such arbitrator shall be experienced in deciding cases concerning
the matter which is the subject of the dispute. Any of the parties may demand arbitration by
written notice to the other and to the arbitrator set forth in this Section 6 (“Demand for
Arbitration”). Each of the parties agrees that if possible, the award shall be made in writing no
more than thirty (30) days following the end of the proceeding. Any award rendered by the
arbitrator(s) shall be final and binding and judgment may be entered on it in any court of
competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of
any arbitration (including, without limitation, any findings of fact and/or law made by the
arbitrator) and not to disclose such results to any unauthorized person other than to enforce any
award rendered. The parties intend that this agreement to arbitrate be valid, enforceable and
irrevocable. In the event of any arbitration with regard to this Amendment, each party shall pay
its own legal fees and expenses, provided, however, that the parties agree to share
the cost of the arbitrator’s fees.




[SIGNATURE PAGE TO FOLLOW]




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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	ORBITZ WORLDWIDE, INC.

 	 
	 	/s/ Paul Wolfe
 	 
	 	By:  	Paul Wolfe 	 
	 	Title:  	GVP, Human Resources 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Barnaby Harford
 	 
	 	Barnaby Harford 	 
	 	 	 
	 




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