EXHIBIT 10.11


 


	
   

  	
  

  



 


July
26, 2007


 


Randy
Wagner


500
W.Madison


Chicago,
IL


 


Dear
Randy:


 


As
a member of the Orbitz Worldwide, Inc. (“Orbitz”) Senior Leadership Team and a
key part of the successful initial public offering of Orbitz (collectively,
with its subsidiaries, “the Company”), I am pleased to provide you with this letter
agreement (“agreement”) that that outlines certain terms and conditions of your
employment with the Company.


 


In
order to be eligible to receive benefits provided to you herein, you must sign
and return an original of this agreement to my attention by no later than
August 13, 2007. Please note that this letter does not take effect until
executed by both parties.


 


This
agreement supersedes the March 3rd 2006 addendum to offer of employment
letter and any and all prior agreements, written or oral, between you and the
Company relating to the subject matter herein, all of which are null and void
upon your execution of this agreement. This agreement contains the entire
agreement between you and the Company concerning the subjects contained in this
agreement, with the exception of any documents concerning equity,
confidentiality, non-competition, non-solicitation and other post-employment
restrictive covenants. By signing below, you agree to comply with the attached
addendum to this agreement concerning non-competition, non-solicitation,
confidentiality and other obligations, including those following your
employment with the Company.


 


Your
annual salary will be $325,000.00, with a bi-weekly pay rate of $12,500.00. You
are eligible to participate in the Orbitz Global Bonus Plan (“the Plan”)
provided that you meet our performance measures or such other criteria as the
Company determines in its sole discretion and subject to the terms of the Plan.
The Plan currently provides for a target payment of 75% of your eligible
earnings (“target bonus”) based on achievement of company financial objectives,
business unit performance and individual performance. Bonus payment is subject
to the approval of the Orbitz Board of Directors and/or Compensation Committee.


 


In the event both that (1) your employment is
terminated by the Company (other than for Cause, as defined below) at any time
following the effective date of this letter or you resign due to a Constructive
Termination (as defined below) within one (1) year following a Change in
Control (as defined below) and (2) you execute (and do not revoke) a separation
and general release agreement (waiving all legal claims against the Company)
and a restrictive covenant agreement under which you will agree not to


 

















 


compete against the Company, and not to solicit
the Company’s employees and customers, in each case for a period of twelve (12)  months following your termination of employment, each in
such standard form as provided by the Company, you will be eligible to receive
the following  benefits (in lieu of any severance
or separation benefits under any and all other severance plans, policies and
agreements of the Company):


 


•                  a
lump sum severance payment equal to one year of your then current annual rate
of base salary;


 


•                  a
lump sum severance payment equal to your then current annual target bonus;


 


•                  a lump sum severance payment equal to your
target bonus for the year in which your employment terminates, pro-rated based
upon the number of days you were employed with the Company during the year of
termination and for which you have not otherwise received or been eligible for a
bonus, and in lieu of any other bonus for the year of termination, except as
set forth in this agreement;


 


•                  continuation of your health plan coverage
through the end of the month in which your last date of employment occurs. Thereafter,
you will be eligible to continue health plan coverage pursuant to the terms of
the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If you elect to
continue health plan coverage pursuant to COBRA, the Company will subsidize your
COBRA payments for the first twelve (12) months so that you will pay the same
monthly premiums as active employees for the same coverage; provided, however,
that if you are eligible for another group health plan coverage prior to the
end of this period, the Company shall not be responsible for any further
payments; provided, further, however, that the Company may, in its sole
discretion, provide you with a lump sum payment in lieu of providing a COBRA
subsidy. Thereafter, you will be responsible for the full payment of any COBRA
premiums through the remainder of your eligibility;


 


•                  outplacement
benefits pursuant to Company policy; and


 


All amounts discussed herein are subject to
applicable withholding taxes. If the Company determines at the time of the your
termination of employment that it is necessary or appropriate for any of the
payments specified above to be delayed in order to avoid additional tax,
interest and/or penalties under Section 409A of the Internal Revenue Code (“Section
409A”), then the payments, as applicable, shall be made on the earliest
practicable date or dates permitted under Section 409A without the imposition
of any additional tax, interest and/or penalties.


 


Per Company policy, this letter is not intended
as, nor should it be considered, an employment contract for a definite or
indefinite period of time. As you know, employment with the Company is at will,
and either you or the Company may terminate employment at any time, with or
without cause.


 

















 


Your
signature below will indicate your understanding and acceptance of these terms.


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Katherine Andreasen

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Katherine
  Andreasen

  	
   

  	
   

  
	
  SVP,
  Human Resources

  	
   

  	
   

  
	
  Orbitz
  Worldwide, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Understood
  and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Randy Wagner

  	
   

  	
  8/5/07

  	
   

  
	
  Randy
  Wagner

  	
   

  	
  Date

  



 

















 


ADDENDUM TO LETTER AGREEMENT:


 


1.             Definitions


 


(a)   For purposes of
the agreement, “Cause” shall mean (A) your failure substantially to perform
your duties to the Company (other than as a result of total or partial
incapacity due to disability) for a period of 10 days following receipt of
written notice from any Company by you of such failure; provided that it is
understood that this clause (A) shall not apply if a Company terminates your
employment because of dissatisfaction with actions taken by you in the good
faith performance of your duties to the Company; (B) theft or embezzlement of property
of the Company or dishonesty in the performance of your duties to the Company; (C)
an act or acts on your part constituting (x) a felony under the laws of the
United States or any state thereof or (y) a crime involving moral turpitude; (D)
your willful malfeasance or willful misconduct in connection with your duties
or any act or omission that is materially injurious to the financial condition
or business reputation of the Company or its affiliates; or (E) your breach of
the provisions of any agreed-upon non-compete, non-solicitation or
confidentiality agreements agreed to with the Company.


 


(b)   For purposes of
this agreement, “Change in Control” shall be as defined in the Orbitz
Worldwide, Inc. 2007 Equity and Incentive Plan.


 


(c)   For
purposes of the agreement, “Constructive Termination” shall be deemed to have
occurred upon (A) any material reduction in your base salary or target bonus
(excluding any change in value of equity incentives or a reduction affecting
substantially all similarly situated executives); (B) the failure of the
Company to pay compensation or benefits when due; (C) the primary business
office for you being relocated by more than 50 miles; or (D) a material and
sustained diminution to your duties and responsibilities as of the date of the
IPO; provided that any of the events described in clauses (A)-(D) of
this definition shall constitute a Constructive Termination only if the Company
fails to cure such event within 30 days after receipt by the Company’s Board of
Directors from you of written notice of the event which constitutes a
Constructive Termination; provided, further, that a “Constructive
Termination” shall cease to exist for an event on the 60th day
following the later of its occurrence or your knowledge of such occurrence,
unless you have given the Company written notice of such occurrence prior to
the 60th day.


 


2.             Restrictive Covenants


 


(a)  Non-Competition


 


(i)  From the date hereof while
employed by the Company and for a twelve (12) month period following the date you
cease to be employed by the Company (the “Restricted Period”), irrespective of
the cause, manner or time of any termination, you shall not use your status
with any Company to obtain loans, goods or services from another organization
on terms that would not be available to you in the absence of your relationship
to the Company.


 


(ii)  During the Restricted
Period, you shall not make any statements or perform any acts intended to or
which may have the effect of advancing the interest of


 

















 


any
Competitors of the Company or in any way injuring the interests of the Company
and the Company shall not make or authorize any person to make any statement
that would in any way injure the personal or business reputation or interests
of you; provided however, that, nothing herein shall preclude the Company or you
from giving truthful testimony under oath in response to a subpoena or other
lawful process or truthful answers in response to questions from a government
investigation; provided, further, however, that nothing herein shall prohibit
the Company from disclosing the fact of any termination of your employment or
the circumstances for such a termination. For purposes of this agreement, the
term “Competitor” means any enterprise or business that is engaged in, or has
plans to engage in, at any time during the Restricted Period, any activity that
competes with the businesses conducted during or at the termination of your employment,
or then proposed to be conducted, by the Company in a manner that is or would
be material in relation to the businesses of the Company or the prospects for
the businesses of the Company (in each case, within 100 miles of any
geographical area where the Company manufactures, produces, sells, leases,
rents, licenses or otherwise provides its products or services). During the
Restricted Period, you, without prior express written approval by the Orbitz Board
of Directors, shall not (A) engage in, or directly or indirectly (whether for
compensation or otherwise) manage, operate, or control, or join or participate
in the management, operation or control of a Competitor, in any capacity
(whether as an employee, officer, director, partner, consultant, agent,
advisor, or otherwise) or (B) develop, expand or promote, or assist in the
development, expansion or promotion of, any division of an enterprise or the
business intended to become a Competitor at any time after the end of the
Restricted Period or (C) own or hold a Proprietary Interest in, or directly
furnish any capital to, any Competitor of the Company. You acknowledge that the
Company’s businesses are conducted nationally and internationally and agree
that the provisions in the foregoing sentence shall operate throughout the
United States and the world (subject to the definition of “Competitor”).


 


(iii)  During the Restricted
Period, you, without express prior written approval from the Orbitz Board of
Directors, shall not solicit any members or the then current clients of the
Company for any existing business of the Company or discuss with any employee
of the Company information or operations of any business intended to compete
with the Company.


 


(iv)  During the Restricted
Period, you shall not interfere with the employees or affairs of the Company or
solicit or induce any person who is an employee of the Company to terminate any
relationship such person may have with the Company, nor shall you during such
period directly or indirectly engage, employ or compensate, or cause or permit
any Person with which you may be affiliated, to engage, employ or compensate,
any employee of the Company.


 


(v)  For the purposes of this
Agreement, “Proprietary Interest” means any legal, equitable or other
ownership, whether through stock holding or otherwise, of an interest in a
business, firm or entity; provided, that ownership of less than 5% of any class
of equity interest in a publicly held company shall not be deemed a Proprietary
Interest.


 


(vi)  The period of time during
which the provisions of this section shall be in effect shall be extended by
the length of time during which you are in breach of the terms hereof as
determined by any court of competent jurisdiction on the Company’s application
for injunctive relief.


 

















 


(vii)  You agree that the restrictions contained in this section are an
essential element of the compensation you are granted hereunder and but for your
agreement to comply with such restrictions, the Company would not have entered
into this agreement.


 


(viii)  It is expressly understood and agreed that although you and the Company
consider the restrictions contained in this section to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that
the time or territory or any other restriction contained in this agreement is
an unenforceable restriction against you, the provisions of this agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


(b)   Confidentiality


 


(i)  You will not at any time
(whether during or after your employment with the Company) (x) retain or use
for the benefit, purposes or account of you or any other Person; or (y)
disclose, divulge, reveal, communicate, share, transfer or provide access to
any Person outside the Company (other than its professional advisers who are
bound by confidentiality obligations), any non-public, proprietary or
confidential information (including without limitation trade secrets, know-how,
research and development, software, databases, inventions, processes, formulae,
technology, designs and other intellectual property, information concerning
finances, investments, profits, pricing, costs, products, services, vendors,
customers, clients, partners, investors, personnel, compensation, recruiting,
training, advertising, sales, marketing, promotions, government and regulatory
activities and approvals) concerning the past, current or future business,
activities and operations of the Company and/or any third party that has
disclosed or provided any of same to the Company on a confidential basis (“Confidential
Information”) without the prior written authorization of the Orbitz Board of
Directors.


 


(ii)  “Confidential Information”
shall not include any information that is (i) generally known to the industry
or the public other than as a result of your breach of this covenant or any
breach of other confidentiality obligations by third parties; (ii) made
legitimately available to you by a third party without breach of any
confidentiality obligation; or (iii) required by law to be disclosed; provided
that you shall give prompt written notice to the Company of such requirement,
disclose no more information than is so required, and cooperate, at the Company’s
cost, with any attempts by the Company to obtain a protective order or similar
treatment.


 


(iii)  Except as required by law, you will not disclose to anyone, other than your
immediate family and legal or financial advisors, the existence or contents of this
agreement (unless this agreement shall be publicly available as a result of a
regulatory filing made by the Company); provided that you may disclose
to any prospective future employer the provisions of this section of the agreement
provided they agree to maintain the confidentiality of such terms.


 

















 


(iv)  Upon termination of your employment with the Company for any reason, you
shall (x) cease and not thereafter commence use of any Confidential Information
or intellectual property (including without limitation, any patent, invention,
copyright, trade secret, trademark, trade name, logo, domain name or other
source indicator) owned or used by the Company; (y) immediately destroy,
delete, or return to the Company, at the Company’s option, all originals and
copies in any form or medium (including memoranda, books, papers, plans,
computer files, letters and other data) in your possession or control
(including any of the foregoing stored or located in your office, home, laptop
or other computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company, except that you
may retain only those portions of any personal notes, notebooks and diaries
that do not contain any Confidential Information; and (z) notify and fully
cooperate with the Company regarding the delivery or destruction of any other
Confidential Information of which you are or becomes aware.


 


(c)   Intellectual
Property


 


(i)  If you have created, invented, designed, developed, contributed to or
improved any works of authorship, inventions, intellectual property, materials,
documents or other work product (including without limitation, research,
reports, software, databases, systems, applications, presentations, textual works,
content, or audiovisual materials) (“Works”), either alone or with third
parties, prior to your   employment by the Company, that are relevant
to or implicated by such employment (“Prior Works”), you hereby grant the
Company a perpetual, non-exclusive, royalty-free, worldwide, assignable,
sublicensable license under all rights and intellectual property rights
(including rights under patent, industrial property, copyright, trademark,
trade secret, unfair competition and related laws) therein for all purposes in
connection with the Company’s current and future business.


 


(ii)  If you create, invent, design, develop, contribute to or improve any
Works, either alone or with third parties, at any time during your employment
by the Company and within the scope of such employment and/or with the use of
any the Company resources (“Company Works”), you shall promptly and fully
disclose same to the Company and hereby irrevocably assign, transfer and
convey, to the maximum extent permitted by applicable law, all rights and
intellectual property rights therein (including rights under patent, industrial
property, copyright, trademark, trade secret, unfair competition and related
laws) to the Company to the extent ownership of any such rights does not vest
originally in the Company.


 


(iii)  You agree to keep and maintain adequate and current written records (in
the form of notes, sketches, drawings, and any other form or media requested by
the Company) of all Company Works. The records will be available to and remain
the sole property and intellectual property of the Company at all times.


 


(iv)  You shall take all requested actions and execute all requested
documents (including any licenses or assignments required by a government
contract) at the Company’s expense (but without further remuneration) to assist
the Company in validating, maintaining, protecting, enforcing, perfecting,
recording, patenting or registering any of the Company’s rights in the Prior
Works and Company Works. If the Company is unable for any other reason to
secure your signature on any document for this purpose, then you hereby
irrevocably designate and appoint the Company and its


 

















 


duly
authorized officers and agents as your agent and attorney in fact, to act for
and in your behalf and stead to execute any documents and to do all other
lawfully permitted acts in connection with the foregoing.


 


(v)  You shall not improperly use for the benefit of, bring to any premises
of, divulge, disclose, communicate, reveal, transfer or provide access to, or
share with the Company any confidential, proprietary or non-public information
or intellectual property relating to a former employer or other third party
without the prior written permission of such third party. You hereby indemnify,
hold harmless and agree to defend the Company and its officers, directors,
partners, employees, agents and representatives from any breach of the
foregoing covenant. You shall comply with all relevant policies and guidelines
of the Company, including regarding the protection of confidential information
and intellectual property and potential conflicts of interest. You  acknowledge that the Company may amend any
such policies and guidelines from time to time, and that you remain at all
times bound by their most current version.


 


(d)   Specific
Performance


 


You acknowledge and agree that
the Company’s remedies at law for a breach or threatened breach of any of the
provisions of this section would be inadequate and the Company would
suffer irreparable damages as a result of such breach or threatened breach. In
recognition of this fact, you agree that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this agreement and obtain equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.
Without limiting the generality of the foregoing, neither party shall oppose
any motion the other party may make for any expedited discovery or hearing in
connection with any alleged breach of this section 2.


 


(e)   Cooperation
with Litigation


 


You agree to cooperate with and make
yourself readily available to Orbitz and its General Counsel, as the Company
may reasonably request, to assist it in any matter regarding Orbitz and/or its
affiliates, subsidiaries, and their predecessors, including giving truthful
testimony in any litigation or potential litigation involving Orbitz and/or its
affiliates, subsidiaries, and their predecessors, over which you have knowledge
or information. The Company will reimburse you for any and all reasonable
expenses reasonably incurred in connection with such cooperation by you.


 


(f)   Survival


 


The provisions of this section 2
shall survive the termination of your employment for any reason.


 


3.             Miscellaneous


 


(a)   Governing
Law  This agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to conflicts of laws principles thereof.


 

















 


(b)   Amendments  This
agreement may not be altered, modified, or amended except by written instrument
signed by the parties hereto.


 


(c)   No
Waiver  The failure of a party to insist upon strict
adherence to any term of this agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
agreement.


 


(d)   Severability  In
the event that any one or more of the provisions of this agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this agreement shall not be
affected thereby.


 


(e)   Assignment  This agreement, and all of your rights and
duties hereunder, shall not be assignable or delegable by you. Any purported
assignment or delegation by you in violation of the foregoing shall be null and
void ab initio and of no force and effect. This agreement may be assigned
by the Company to a person or entity which is an affiliate or a successor in
interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall
become the rights and obligations of such affiliate or successor person or
entity.


 


(f)   Set Off; No
Mitigation  The Company’s
obligation to pay you the amounts provided and to make the arrangements provided
hereunder shall be subject to set-off, counterclaim or recoupment of amounts
owed by you to the Company. You shall not be required to mitigate the amount of
any payment provided for pursuant to this agreement by seeking other
employment, taking into account the post-employment restrictive covenants set
forth above.