EXHIBIT 10.13


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS RESTRICTED
STOCK AWARD AGREEMENT (“Agreement”)
is made as of July 18, 2007 by and between Orbitz Worldwide, Inc., a Delaware
corporation (“Orbitz”), the employee
whose name is set forth on the signature page hereto (“Employee”) and, with respect to Section 2
only, TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (“TDS”).


 


RECITALS


 


Orbitz has
adopted the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (the “Plan”), a copy of which is attached hereto as
Exhibit A.


 


Orbitz was a
wholly owned direct or indirect subsidiary of TDS prior to an initial public
offering (the “Offering”) of Shares (as defined
below).


 


Prior to the
Offering, TDS granted a combination of Class B, Class B-1, Class C and/or Class
D Interests (the “TDS Equity Interests”)
to Employee pursuant to that certain Management Equity Award Agreement dated as
of [DATE] (the “TDS Award Agreement”). As a result
of the Offering, in accordance with Section 6(c) of the TDS Investor (Cayman) L.P.
Second Amended and Restated 2006 Interest Plan and in connection with Employee’s
employment by Orbitz or one of its subsidiaries (collectively, the “Company”), TDS, Orbitz and Employee desire
to adjust, exchange and/or replace the TDS Equity Interests in exchange for the
grant of Restricted Stock (as defined below) hereunder and, if applicable,
selected other grants made on or about the date hereof.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement, intending to be legally bound, agree as follows:


 


SECTION 1


 


DEFINITIONS


 


1.1.          Definitions. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Plan. In addition to the terms defined in the Plan, the terms below shall
have the following respective meanings:


 


“Agreement” has the meaning specified in the
Preamble.


 


“Board” means the board of directors of Orbitz
(or, if applicable, any committee of the Board).


 


“Cause” shall have the meaning assigned such term in any
employment agreement entered into between the Company and Employee, provided
that if no such employment 


 

















 


agreement
exists or such term is not defined, then “Cause” shall mean (A) Employee’s
failure substantially to perform Employee’s 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 the Company by Employee of
such failure; provided that it is understood that this clause (A) shall
not apply if the Company terminates Employee’s employment because of
dissatisfaction with actions taken by Employee in the good faith performance of
Employee’s duties to the Company, (B) theft or embezzlement of property of the
Company or dishonesty in the performance of Employee’s duties to the Company,
(C) an act or acts on Employee’s part constituting (x) a felony under the laws
of the United States or any state thereof or (y) a crime involving moral
turpitude, (D) Employee’s willful malfeasance or willful misconduct in
connection with Employee’s duties or any act or omission which is materially
injurious to the financial condition or business reputation of the Company or
its affiliates, or (E) Employee’s breach of the provisions of any agreed-upon
non-compete, non-solicitation or confidentiality provisions agreed to with the
Company, including pursuant to this Agreement and pursuant to any employment
agreement.


 


“Company” has the meaning specified in the Recitals.


 


[“Constructive Termination” shall have the meaning assigned
such term in any employment agreement entered into between the Company and
Employee, provided that if no such employment agreement exists or such term is
not defined, then “Constructive Termination” shall mean (A) any material
reduction in Employee’s 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, in each case which is not cured within 30 days following the
Company’s receipt of written notice from Employee describing the event
constituting a Constructive Termination; (C) the primary business office of the
Company being relocated by more than 50 miles; or (D) a material and sustained
diminution in Employee’s duties and responsibilities as of the date of the
Offering.](1)


 


“Disability” shall have the meaning assigned
such term in any employment agreement entered into between the Company and
Employee, provided that if no such employment agreement exists or such
term is not defined, then “Disability” shall mean Employee shall have
become physically or mentally incapacitated and is therefore unable for a
period of nine (9) consecutive months or for an aggregate of twelve (12) months
in any eighteen (18) consecutive month period to perform Employee’s duties
under Employee’s employment. Any question as to the existence of the Disability
of Employee as to which Employee and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable
to Employee and the Company. If Employee and the Company cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and
Employee shall be final and conclusive for all purposes of this Agreement and
any other agreement between the Company and Employee that incorporates the
definition of “Disability”.


 






(1) Only
include for CEO.


 


2

















 


“Employee” has the meaning specified in the Preamble.


 


“Grant Date” means the date hereof.


 


“Offering” has the meaning specified in the Recitals.


 


 “Orbitz”
has the meaning specified in the Preamble.


 


 “Restricted Stock”
has the meaning specified in Section 3.1 below.


 


“Share” means one share of the common stock, par value $0.01
per share, of Orbitz.


 


“TDS” has the meaning specified in the Preamble.


 


“TDS Equity Interests” has the meaning specified in the Recitals.


 


SECTION 2


 


TDS EQUITY


 


2.1.          TDS Equity.
Employee and TDS agree that, immediately concurrent with the grant of the Restricted
Stock (as defined below) contemplated hereunder, all TDS Equity Interests,
whether vested or unvested, shall be extinguished without further payment and
shall be of no further force or effect. For the avoidance of doubt, if Employee
owns any Class A-2 Interests in TDS or holds any Restricted Equity Units in
TDS, those Class A-2 Interests and Restricted Equity Units shall not be
modified in any respect under this Agreement.


 


SECTION 3


 


GRANT OF
RESTRICTED STOCK


 


3.1.          Grant
of Restricted Stock. Subject to the terms and conditions hereof,
Orbitz hereby grants to Employee, as of the Grant Date, [                  ]
shares of restricted stock (the “Restricted Stock”).
Each share of Restricted Stock granted hereunder shall be a Share which is
restricted as to transfer, as provided in this Agreement. Employee shall have
no further rights with respect to any share of Restricted Stock that becomes a
vested Share or that is forfeited or terminates pursuant to this Agreement or
the Plan.


 


SECTION 4


 


TERMS OF RESTRICTED STOCK 


 


4.1.          Vesting Schedule.


 


(a)           Subject to the provisions of this
Agreement and the Plan, the Restricted Stock shall vest 5.555% on August 25,
2007, shall vest an additional 8.586% on each subsequent November 25, February
25, May 25 and August 25 through February 25, 2010, and shall become fully
vested on May 25, 2010 (if not earlier) (each, a “Scheduled Vesting Date”), provided,


 


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however, that no
vesting shall occur after the termination of Employee’s employment with the
Company for any reason, and any unvested Restricted Stock shall be immediately forfeited
without consideration after termination of Employee’s employment with the
Company for any reason.


 


(b)           Notwithstanding any other provision
of this Agreement, the Restricted Stock shall become fully vested immediately
prior to a Change in Control.


 


(c)           Notwithstanding any other provision
of this Agreement, upon any termination of Employee’s employment with the
Company by the Company without Cause, the shares of Restricted Stock that would
have become vested had Employee remained employed by the Company through one
year from the date of such termination shall become immediately vested as of
the date of such termination.


 


(d)           [Notwithstanding any other provision
of this Agreement, upon any termination of Employee’s employment with the
Company (A) as a result of death or Disability or (B) by Employee as a result
of a Constructive Termination, the shares of Restricted Stock which would have
become vested on:


 


(i)            the next four Scheduled Vesting
Dates shall become immediately vested as of the date of such termination if
such termination occurs between August 26 and November 25 (inclusive);


 


(ii)           the next three Scheduled Vesting
Dates shall become immediately vested as of the date of such termination if
such termination occurs between November 26 and February 25 (inclusive);


 


(iii)          the next two Scheduled Vesting Dates
shall become immediately vested as of the date of such termination if such
termination occurs between February 26 and May 25 (inclusive); and


 


(iv)          the next Scheduled Vesting Date shall
become immediately vested as of the date of such termination if such
termination occurs between May 26 and August 25 (inclusive).](2)


 


(e)           The Board may determine at any time
before the Restricted Stock expires or terminates that any or all of the shares
of Restricted Stock shall become vested at any time.


 


4.2.          Dividends. Employee
shall be entitled to receive dividends which become payable on the Restricted
Stock at the time such dividends are paid to other holders of Shares.


 






(2)
One year forward vesting for CEO in the case of involuntary termination, death
or disability or constructive termination.


 


4

















 


4.3.          Termination of Employment.
Subject to Sections 4.1(b), (c) [and (d)](3), if Employee’s employment with the
Company terminates for any reason, the Restricted Stock, to the extent not then
vested, shall be immediately forfeited without consideration. Restricted Stock
so forfeited shall be transferred to, and reacquired by, the Company without
payment of any consideration by the Company, and neither Employee nor any of
Employee’s successors or assigns shall thereafter have any further rights or
interests in such shares or certificates. If certificates containing
restrictive legends shall have theretofore been delivered to Employee, such
certificates shall be returned to the Company, complete with any necessary
signatures or instruments of transfer.


 


4.4.          Limited Transferability.
The Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of prior to vesting. The Board may in its discretion,
cancel all or any portion of any outstanding restrictions prior to vesting.


 


4.5.          Certificate; Restrictive
Legend. Employee agrees that any certificate issued for shares
of the Restricted Stock prior to the vesting thereof shall be inscribed with
the following legend:


 


This
certificate and the shares of stock represented hereby are subject to the terms
and conditions, including forfeiture provisions and restrictions against
transfer (the “Restrictions”), contained in the Orbitz Worldwide, Inc. 2007
Equity and Incentive Plan and an agreement entered into between the registered
owner and Orbitz Worldwide, Inc. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null and void and
without effect.


 


Upon each
vesting of shares of the Restricted Stock, the Company shall issue to Employee
a stock certificate representing a number of Shares, free of the restrictive
legend described above, equal to the number of shares subject to this
Restricted Stock award which have vested. If certificates representing such
Restricted Stock shall have theretofore been delivered to Employee, such
certificates shall be returned to the Company, complete with any necessary
signatures or instruments of transfer prior to the issuance by the Company of
such unlegended Shares.


 


4.6.          Forfeiture. Notwithstanding
anything herein to the contrary, if the Board determines in good faith that
Employee has (i) willfully engaged in misconduct which is materially and
demonstrably injurious to the Company; (ii) willfully and knowingly
participated in the preparation or release of false or materially misleading
financial statements relating to the Company’s operations and financial
condition; (iii) committed a willful act of fraud, embezzlement or
misappropriation of any money or properties of the Company or breach of
fiduciary duty against the Company that has a material adverse effect on the
Company; or (iv) breached any noncompetition or confidentiality covenants for
the benefit of the Company applicable to Employee (including, without
limitation, the covenants set forth in Section 5 


 






(3) Include for CEO only.


5

















 


below) during Employee’s
employment or following termination of Employee’s employment, then:


 


(a)           the Restricted Stock, to the extent
not then vested, shall be immediately forfeited without consideration,


 


(b)           any Restricted Stock which vested within
five (5) years prior to the date of Board determination of (i), (ii), or (iii)
above or within three (3) years prior to the date of Board determination of
(iv) above and then held as Shares by Employee shall be forfeited and returned
to the Company without consideration, and


 


(c)           in the event Employee has sold or
otherwise disposed of Shares issued upon the vesting of any Restricted Stock within
five (5) years prior to the date of Board determination of (i), (ii), or (iii)
above or within three (3) years prior to the date of Board determination of
(iv) above, Employee shall pay to the Company the greater of (x) any proceeds
received from such sale or other disposition, or (y) the fair market value (as
determined by the Board in good faith) of such Shares as of the time of Board determination
of misconduct or breach.


 


SECTION 5


 


NON-COMPETITION AND CONFIDENTIALITY


 


5.1.          Non-Competition.


 


(a)           From the date hereof while employed
by the Company and for a [two][one](4)-year period following the date Employee
ceases to be employed by the Company (the “Restricted
Period”), irrespective of the cause, manner or time of any
termination, Employee shall not use his or her status with the Company or any
of its affiliates to obtain loans, goods or services from another organization
on terms that would not be available to him or her in the absence of his or her
relationship to the Company or any of its affiliates.


 


(b)           During the Restricted Period, Employee
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 any
of its affiliates or in any way injuring the interests of the Company or any of
its affiliates and the Company and its affiliates 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 Employee; provided, however,
that, subject to Section 5.2, nothing herein shall preclude the Company and its
affiliates or Employee 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 and its affiliates from
disclosing the fact of any termination of Employee’s employment or the
circumstances for such a termination. For purposes of this Section 5.1(b), 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 


 






(4)Two years for CEO; one year
for SVPs.


 


6

















 


conducted during or at the termination of Employee’s
employment, or then proposed to be conducted, by the Company and its affiliates
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 or its affiliates
manufactures, produces, sells, leases, rents, licenses or otherwise provides
its products or services). During the Restricted Period, Employee, without
prior express written approval by the Board, 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. Employee
acknowledges that the Company’s and its affiliates businesses are conducted
nationally and internationally and agrees that the provisions in the foregoing
sentence shall operate throughout the United States and the world (subject to
the definition of “Competitor”).


 


(c)           During the Restricted Period, Employee,
without express prior written approval from the Board, shall not solicit any of
the then current Clients of the Company or any of its affiliates or potential
Clients of the Company or any of its affiliates with whom Employee has had
dealings or learned confidential information within the six (6) months
prior to the date Employee ceases to be employed by the Company for any
existing business of the Company or any of its affiliates or discuss with any
employee of the Company or any of its affiliates information or operations of
any business intended to compete with the Company or any of its affiliates. For
purposes of this Section 5.1(c), the term “Client”
means suppliers and corporate clients including but not limited to airlines,
hotels and companies with corporate accounts with the Company, but shall not
include individual “end-users” or ultimate individual consumers of the Company’s
services.


 


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


 


(e)           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.


 


(f)            From the date hereof while employed
by the Company and thereafter, Employee shall not make any disparaging or
defamatory comments regarding the Company or, after termination of his or her employment
relationship with the Company, make any comments concerning any aspect of the
termination of their relationship. The obligations of Employee 


 


7

















 


under this paragraph shall not apply to
disclosures required by applicable law, regulation or order of any court or
governmental agency.


 


(g)           From the date hereof while employed
by the Company and thereafter, upon the Company’s reasonable request, Employee
will use reasonable efforts to assist and cooperate with the Company in
connection with the defense or prosecution of any claim that may be made
against or by the Company or its affiliates arising out of events occurring
during Employee’s employment, or in connection with any ongoing or future
investigation or dispute or claim of any kind involving the Company or its
affiliates, including any proceeding before any arbitral, administrative,
regulatory, self-regulatory, judicial, legislative, or other body or agency. Employee
will be entitled to reimbursement for reasonable out-of-pocket expenses
(including travel expenses) incurred in connection with providing such
assistance.


 


(h)           The period of time during which the
provisions of this Section 5.1  shall
be in effect shall be extended by the length of time during which Employee is
in breach of the terms hereof as determined by any court of competent
jurisdiction on the Company’s application for injunctive relief.


 


(i)            Employee
agrees that the restrictions contained in this Section 5.1 are an essential
element of the compensation Employee is granted hereunder and but for Employee’s
agreement to comply with such restrictions, the Company would not have entered
into this Agreement.


 


(j)            It
is expressly understood and agreed that although Employee and the Company
consider the restrictions contained in this Section 5.1 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 Employee, 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.


 


5.2.          Confidentiality.


 


(a)           Employee will not at any time
(whether during or after Employee’s employment with the Company) (x) retain or
use for the benefit, purposes or account of Employee 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 or its affiliates


 


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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 Board.


 


(b)           “Confidential Information” shall not
include any information that is (i) generally known to the industry or the
public other than as a result of Employee’s breach of this covenant or any
breach of other confidentiality obligations by third parties; (ii) made
legitimately available to Employee by a third party without breach of any
confidentiality obligation; or (iii) required by law to be disclosed; provided
that Employee 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.


 


(c)           Except
as required by law, Employee will not disclose to anyone, other than Employee’s
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 or its affiliates); provided
that Employee may disclose to any prospective future employer the provisions of
Section 5 of this Agreement provided they agree to maintain the confidentiality
of such terms.


 


(d)           Upon
termination of Employee’s employment with the Company for any reason, Employee
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 or its affiliates; (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 Employee’s possession
or control (including any of the foregoing stored or located in Employee’s
office, home, laptop or other computer, whether or not Company property) that
contain Confidential Information or otherwise relate to the business of the
Company and its affiliates, except that Employee 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 Employee is or becomes aware.


 


5.3.          Intellectual Property.


 


(a)           If
Employee has 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 Employee’s employment by the
Company, that are relevant to or implicated by such employment (“Prior Works”), Employee hereby grants 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.


 


9

















 


(b)           If
Employee creates, invents, designs, develops, contributes to or improves any Works,
either alone or with third parties, at any time during Employee’s employment by
the Company and within the scope of such employment and/or with the use of any
the Company resources (“Company Works”),
Employee shall promptly and fully disclose same to the Company and hereby
irrevocably assigns, transfers and conveys, 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.


 


(c)           Employee
agrees 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.


 


(d)           Employee
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 Employee’s signature on
any document for this purpose, then Employee hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Employee’s
agent and attorney in fact, to act for and in Employee’s behalf and stead to
execute any documents and to do all other lawfully permitted acts in connection
with the foregoing.


 


(e)           Employee
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. Employee hereby indemnifies, holds
harmless and agrees to defend the Company and its officers, directors,
partners, employees, agents and representatives from any breach of the
foregoing covenant. Employee 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. Employee
acknowledges that the Company may amend any such policies and guidelines from
time to time, and that Employee remains at all times bound by their most
current version.


 


5.4.          Specific Performance.
Employee acknowledges and agrees that the Company’s remedies at law for a
breach or threatened breach of any of the provisions of this Section 5
would be inadequate and the Company would suffer irreparable damages as a
result of such breach or threatened breach. In recognition of this fact, Employee
agrees 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 


 


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shall oppose any motion the
other party may make for any expedited discovery or hearing in connection with
any alleged breach of this Section 5.


 


5.5.          Survival. The
provisions of this Section 5 shall survive the termination of Employee’s
employment for any reason.


 


SECTION 6


 


MISCELLANEOUS


 


6.1.          Tax
Issues and Withholding. Employee acknowledges that he or she is
relying solely on his or her own tax advisors and not on any statements or
representations of the Company or any of its agents. Employee understands that
he or she (and not the Company) shall be responsible for any tax liability that
may arise as a result of this investment or the transactions contemplated by
this Agreement. The Company’s obligations under this Agreement shall be subject
to all applicable tax and other withholding requirements, and the Company
shall, to the extent permitted by law, have the right to deduct any withholding
amounts from any payment or transfer of any kind otherwise due to Employee.


 


6.2.          Employment
of Employee. Nothing in this Agreement confers upon Employee the
right to continue in the employ of the Company or any of its affiliates,
entitles Employee to any right or benefit not set forth in this Agreement or
interferes with or limits in any way the right of the Company to terminate
Employee’s employment.


 


6.3.          Stockholder Rights.
Subject to the restrictions set forth in the Plan and this Agreement, Employee
shall possess all incidents of ownership of the shares of Restricted Stock granted
hereunder, including the right to receive dividends with respect to such shares
of Restricted Stock, as set forth in Section 4.2 above, and the right to vote
such shares of Restricted Stock.


 


6.4.          Equitable Adjustments.
The Restricted Stock shall be subject to adjustment as provided in Section 5 of
the Plan.


 


6.5.          Calculation
of Benefits. Neither the Restricted Stock nor any Shares issued
upon vesting of the Restricted Stock shall be deemed compensation or taken into
account for purposes of determining benefits or contributions under any
retirement or other qualified or nonqualified plans of the Company or any
employment/severance or change in control agreement to which Employee is a
party and shall not affect any benefits, or contributions to benefits, under
any other benefit plan of any kind or any applicable law or regulation now or
subsequently in effect under which the availability or amount of benefits or
contributions is related to level of compensation. It is specifically agreed by
the parties that any benefits that Employee may receive or derive from this Agreement
will not be considered as salary for calculating any severance payment that may
be payable to Employee in the event of a termination of employment.


 


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6.6.          Remedies.


 


(a)           The rights and remedies provided by
this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive its right to use any or all other remedies. These
rights and remedies are given in addition to any other rights the parties may
have at law or in equity.


 


(b)           Except where a time period is
otherwise specified, no delay on the part of any party in the exercise of any
right, power, privilege or remedy hereunder shall operate as a waiver thereof,
nor shall any exercise or partial exercise of any such right, power, privilege
or remedy preclude any further exercise thereof or the exercise of any right,
power, privilege or remedy.


 


6.7.          Waivers
and Amendments. The respective rights and obligations of the Company
and Employee under this Agreement may be waived (either generally or in a
particular instance, either retroactively or prospectively, and either for a
specified period of time or indefinitely) by such respective party. This Agreement
may be amended only with the written consent of a duly authorized
representative of the Company and Employee.


 


6.8.          Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.


 


6.9.          CONSENT TO JURISDICTION.


 


(a)           EACH
OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ALL
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS, AS WELL AS TO THE
JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS,
FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN
AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING
TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES
ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE
ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT
IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH
IN THIS SECTION 5.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR
JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.


 


(b)           EACH
OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY
HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM,
IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE
OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH 


 


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NOTICES MAY BE DELIVERED HEREUNDER IN
ACCORDANCE WITH SECTION 5.14 OF THIS AGREEMENT.


 


6.10.        Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


6.11.        Successors
and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors and administrators of the
parties hereto.


 


6.12.        Entire Agreement. This
Agreement constitutes the entire agreement and understanding of the parties hereto
with respect to the subject matter contained herein and supersedes all prior
communications, representations and negotiations in respect thereto.


 


6.13.        Notices.
All demands, notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing and shall be personally
delivered or sent by facsimile machine (with a confirmation copy sent by one of
the other methods authorized in this Section
6.13), reputable commercial overnight delivery service (including
Federal Express and U.S. Postal Service overnight delivery service) or,
deposited with the U.S. Postal Service mailed first class, registered or
certified mail, postage prepaid, as set forth below:


 


If to the Company,
addressed to:


 


Orbitz
Worldwide, Inc.

Legal Department

500 W. Madison Street

Chicago, Illinois 60606

Attention:  General Counsel

Fax:  (312) 894-4856


 


If to TDS,
addressed to:


 


TDS Investor
(Cayman) L.P.

c/o Travelport Inc.

405 Lexington Avenue, 57th Floor

New York, NY  10174

Attention:  Eric Bock, General Counsel

Fax:  (212) 915-9169


 


If to Employee,
to the address set forth on the signature page of this Agreement or at the
current address listed in the Company’s records.


 


Notices shall
be deemed given upon the earlier to occur of (i) receipt by the party to
whom such notice is directed; (ii) if sent by facsimile machine, on the
day (other than a Saturday, Sunday or legal holiday in the jurisdiction to
which such notice is directed) such notice is sent if sent (as evidenced by the
facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent
after 


 


13

















 


5:00 p.m.
Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the
jurisdiction to which such notice is directed) after which such notice is sent;
(iii) on the first business day (other than a Saturday, Sunday or legal
holiday in the jurisdiction to which such notice is directed) following the day
the same is deposited with the commercial courier if sent by commercial
overnight delivery service; or (iv) the fifth day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice is directed)
following deposit thereof with the U.S. Postal Service as aforesaid. Each
party, by notice duly given in accordance therewith, may specify a different
address for the giving of any notice hereunder.


 


6.14.        No
Third Party Beneficiaries. There are no third party
beneficiaries of this Agreement.


 


6.15.        Incorporation of Plan;
Acknowledgment. The Plan as may be amended from time to time is
hereby incorporated herein by reference and made a part hereof, and the Restricted
Stock and this Agreement are subject to all terms and conditions of the Plan. In
the event of any inconsistency between the Plan and this Agreement, the
provisions of the Plan shall govern. By signing this Agreement, Employee acknowledges
having received and read a copy of the Plan.


 


6.16.        Consent. In
the course of Employee’s employment, the Company may obtain or have access to
certain information about Employee and Employee’s employment, such as
information about Employee’s job, appraisals, performance, health,
compensation, benefits, training, absence, education, contact details,
disabilities, social security number (or equivalent) and information obtained
from references or background checks (collectively, “Personal
Information”). The Company will use Personal Information in
connection with Employee’s employment, to provide Employee with health and
other benefits, and in order to fulfill its legal and regulatory obligations. Due
to the global nature of the Company’s business and the need to centralize the
Company’s information and technology storage systems, the Company may transfer,
use or store Employee’s Personal Information in a country or continent outside
the country where Employee works or lives, and may also transfer Employee’s
Personal Information to its other group companies, to its insurers and service
providers as necessary or appropriate, and to any party that it merges with or
which purchases all or a substantial portion of its assets, shares, or business
(any of which may also be located outside the country or continent where Employee
works or lives). The Company may also disclose Employee’s Personal Information
when it is legally required to do so or to governmental, fiscal or regulatory
authorities (for example, to tax authorities in order to calculate Employee’s
appropriate taxation, compensation or salary payments). The Company may
disclose Personal Information as noted above, including to any of the third
parties and for any of the reasons listed above, without further notice to
Employee. By signing below, Employee consents to the Company collecting,
retaining, disclosing and using Personal Information as outlined above, and to transfer
such information internationally and/or to third parties for these purposes.


 


14

















 


6.17.        Severability; Titles and
Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.


 


(a)           In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.


 


(b)           The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.


 


(c)           The use of any gender in this
Agreement shall be deemed to include the other genders, and the use of the
singular in this Agreement shall be deemed to include the plural (and vice
versa), wherever appropriate.


 


(d)           This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together constitute one instrument.


 


(e)           Counterparts of this Agreement (or
applicable signature pages hereof) that are manually signed and delivered by
facsimile transmission shall be deemed to constitute signed original
counterparts hereof and shall bind the parties signing and delivering in such
manner.


 


15

















 


IN WITNESS
WHEREOF, TDS, Orbitz and Employee have executed this Agreement as of the day
and year first written above.


 


 


	
   

  	
  Orbitz Worldwide, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Katherine Andreasen

  
	
   

  	
  Title:  SVP, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
  Fax No.

  	
   

  	
   

  
	
   

  	
  WWID No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  For purposes of Section 2 only:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TDS Investor (Cayman) L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title: Authorized Signatory

  
						



 

















 


Exhibit A –
2007 Equity and Incentive Plan


 


 


(Distributed
Separately)