EXHIBIT
10.16


 


ORBITZ WORLDWIDE, INC.


NON-EMPLOYEE DIRECTORS


DEFERRED COMPENSATION PLAN


 


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 new Internal Revenue Code Section 409A 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. The Plan shall become effective on the date of the
initial pubic 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.


 


(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 of
Directors of the Company; provided, however, that a Director may,
no later than 60 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 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 the
Dividend. 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 Company’s Board of Directors.


 


8.               Payment of Accounts. On the date
which is 200 days immediately following the date upon which a Director’s
service as a member of the Company’s Board of Directors terminates for any
reason, each Director (or his or her beneficiary) shall receive a one-time
distribution of Common Stock with respect to all Restricted Stock Units then
credited to the Director’s account under the Plan. 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 the
Employee Retirement Income Security Act of 1974, as amended. 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.


 


11.         Termination and Amendment of the Plan. The Board of Directors of the Company 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 of Directors
of the Company 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.