EXHIBIT 10.15


 


OPTION AWARD AGREEMENT


 


THIS OPTION
AWARD AGREEMENT (“Agreement”) is
made as of July 18, 2007 by and between TDS Investor (Cayman) L.P., a Cayman
Islands limited partnership (the “Partnership”),
Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”),
and the executive whose name is set forth on the signature page hereto (“Executive”).


 


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 the Partnership prior to an
initial public offering (the “Offering”) of
Shares (as defined below).


 


Prior to the
Offering, the Partnership granted the right to receive from the Partnership
Class A-2 Interests in the Partnership (each, a “Class A-2
Interest”) with a hypothetical capital contribution equal to, on the
grant date, $1 per Class A-2 Interest (such rights, the “Partnership
Restricted Equity Units”), in each case subject to the terms of that
certain Management Equity Award Agreement dated as of October 13, 2006 (the “Partnership 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 Plan and Section 6.4 of the Partnership Award
Agreement, and in connection with Executive’s employment by Orbitz or one of
its Subsidiaries (collectively, the “Company”),
the Partnership, Orbitz and Executive desire that certain Partnership
Restricted Equity Units be modified as provided for herein, including that:


 


(i)
Partnership Restricted Equity Units that are vested, as of the date of the
Offering, will remain unchanged;


 


(ii)
Partnership Restricted Equity Units that are unvested, as of the date of the
Offering, will be assumed by the Company and modified to provide that such
Partnership Restricted Equity Units (following such assumption, the “Orbitz Restricted Stock Units”) will each carry the right to
receive from the Company, on the terms and conditions described in that Restricted
Stock Unit Award Agreement between the parties hereof dated as of the date
hereof, shares of common stock, par value $0.01 of the Company (each a “Share”), and the number of Orbitz Restricted Stock Units
will be adjusted to reflect the relative value of a Class A-2 Interest compared
to a Share, as of the date of the Offering; and


 


(iii) the
number of Options (as defined below) specified herein will be granted to
Executive in full settlement of any increased value in the Partnership
Restricted Equity Units which may have been lost in connection with the
Offering.


 


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 Executive, provided
that if no such employment agreement exists or such term is not defined, then “Cause”
shall mean (A) Executive’s failure substantially to perform Executive’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 Executive of such failure; provided that it is understood
that this clause (A) shall not apply if the Company terminates Executive’s
employment because of dissatisfaction with actions taken by Executive in the
good faith performance of Executive’s duties to the Company, (B) theft or embezzlement
of property of the Company or dishonesty in the performance of Executive’s
duties to the Company, (C) an act or acts on Executive’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) Executive’s willful malfeasance or willful
misconduct in connection with Executive’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) Executive’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.


 


“Class A-2 Interest” has the meaning specified in the Recitals.


 


“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
Executive, provided that if no such employment agreement exists or such term is
not defined, then “Constructive Termination” shall mean (A) any material
reduction in Executive’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 Executive describing the event constituting
a Constructive Termination; (C) the primary business 


 


2

















 


office of the Company being relocated by more than 50 miles; or (D) a
material and sustained diminution in Executive’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 Executive,
provided that if no such employment agreement exists or such term is not
defined, then “Disability” shall mean Executive 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 Executive’s duties under Executive’s
employment. Any question as to the existence of the Disability of Executive as
to which Executive and the Company cannot agree shall be determined in writing
by a qualified independent physician mutually acceptable to Executive and the
Company. If Executive 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 Executive shall
be final and conclusive for all purposes of this Agreement and any other
agreement between the Company and Executive that incorporates the definition of
“Disability”.


 


“Executive” has the meaning specified in the
Preamble.


 


“Grant Date” means the date hereof.


 


“Offering” has the meaning specified in the Recitals.


 


“Option” has the meaning specified in Section 2 below.


 


“Orbitz” has the meaning specified in the Preamble.


 


“Orbitz Restricted Stock Units” has the meaning specified in
the Recitals.


 


“Partnership” has the meaning specified in the Preamble.


 


“Partnership Restricted Equity Units” has the meaning
specified in the Recitals.


 


“Share” has the meaning specified in the Recitals.


 


SECTION 2


 


GRANT OF OPTION


 


2.1.          Grant
of Option. Subject to the terms and conditions hereof, Orbitz
hereby grants to Executive, as of the Grant Date, a stock option (the “Option”) to purchase up to the number of Shares specified on
the signature page hereto. The Shares shall be purchasable from 


 






(1) Only
include for CEO.


 


3

















 


time to time
during the term of the Option specified in Section 3.1 at the exercise price
per Share specified on the signature page hereto (the “Exercise
Price”).


 


SECTION 3


 


TERM OF OPTION AND
CONDITIONS OF EXERCISE


 


3.1.          Term. Unless
the Option is earlier terminated pursuant to this Agreement or the Plan, the
term of the Option shall commence on the Grant Date and terminate upon the
tenth anniversary of the Grant Date.


 


3.2.          Vesting
Schedule.


 


(a)           Subject to the provisions of this
Agreement and the Plan and Executive’s continued employment with the Company on
the applicable vesting dates, 5.555% of the Option (rounded up to the next
whole share) shall become vested and exercisable on August 25, 2007, an
additional 8.586% of the Option (rounded up to the next whole share) shall
become vested and exercisable on each subsequent November 25, February 25, May
25 and August 25 thereafter through February 25, 2010, and the balance of the
Option shall become vested and exercisable on May 25, 2010 [(each, a “Scheduled Vesting Date”)](2).


 


(b)           Notwithstanding any other provision
of this Agreement, the Option shall become fully vested and exercisable as of a
Change in Control.


 


(c)           Notwithstanding any other provision
of this Agreement, upon any termination of Executive’s employment with the
Company by the Company without Cause, any portion of the Option which would
have become exercisable had Executive remained employed by the Company through
one year from the date of such termination shall become immediately vested and
exercisable as of the date of such termination.


 


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


 


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


 






(2) Only include for CEO.


 


4

















 


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


 


(iv)          on the next Scheduled Vesting Date
shall become immediately vested and exercisable as of the date of such
termination if such termination occurs between May 26 and August 25 (inclusive).](3)


 


(e)           The Board may determine at any time
before the Option expires that the Option or any portion thereof shall become
vested and exercisable at any time.


 


3.3.          Termination of Employment.
Subject to Sections 3.2(b), (c) [and (d)](4), in the event that Executive
ceases to be employed by the Company, that portion of the Option that is not or
does not become then exercisable shall immediately terminate and that portion
of the Option that is or becomes exercisable at the time of Executive’s
termination of employment shall terminate one year from the date of
termination, provided that if the termination of employment occurs on or
following a Change in Control, that portion of the Option that is or becomes
exercisable at the time of Executive’s termination of employment shall
terminate three years from the date of such termination.


 


3.4.          Limited Transferability.
The Option shall be neither transferable nor assignable by Executive other than
by will or the laws of inheritance following Executive’s death and may be
exercised, during Executive’s lifetime, only by Executive. However, Executive
may designate one or more persons as the beneficiary or beneficiaries of the Option,
and the Option shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon Executive’s death while
holding the Option. Such beneficiary or beneficiaries shall take the
transferred Option subject to all the terms and conditions of this Agreement,
including (without limitation) the limited time period during which the Option
may, pursuant to Section 3.3, be exercised following Executive’s death.


 


3.5.          Exercise. The
Option shall be exercised by a written notice delivered to the General Counsel
of the Company at the Company’s principal executive offices in accordance with
Section 5.14 below, specifying the portion of the Option to be exercised and
accompanied by payment therefor. The Exercise Price for any Shares purchased
pursuant to the exercise of the Option and the applicable withholding taxes due
thereon shall be paid in full upon such exercise in cash, by wire transfer or
certified check or by such other method as may be approved by the Board. In no
event may the Option be exercised for any fractional Shares.


 


3.6.          Forfeiture. Notwithstanding
anything herein to the contrary, if the Board determines in good faith that Executive
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


 






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


 


(4) Include for CEO only.


 


5

















 


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 Executive (including,
without limitation, the covenants set forth in Section 4 below) during Executive’s
employment or following termination of Executive’s employment, then:


 


(a)           any portion of the Option then held
by Executive shall be automatically forfeited,


 


(b)           any Shares acquired pursuant to any
exercise of the Option 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 by Executive shall
be subject to repurchase by the Company at the lower of (x) the fair market
value (as determined by the Board in good faith) of such Shares as of the time
of repurchase or (y) the Exercise Price paid for such Shares upon exercise of
the Option, and


 


(c)           in the event Executive has sold or otherwise
disposed of Shares acquired pursuant to any exercise of the Option 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, Executive shall pay to the Company the greater of (x) any proceeds
received from such sale or other disposition, less the Exercise Price paid for
the applicable Shares, or (y) the fair market value (as determined by the Board
in good faith) of such Shares as of the date of Board determination of
misconduct or breach.


 


SECTION 4


 


NON-COMPETITION
AND CONFIDENTIALITY


 


4.1.          Non-Competition.


 


(a)           From the date hereof while employed
by the Company and for a [    -year](5) period
following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the
cause, manner or time of any termination, Executive 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, Executive
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 Executive; provided, however, that,
subject to Section 4.2, nothing


 






(5) Two years for CEO; 1 year
for SVP.


 


6

















 


herein shall
preclude the Company and its affiliates or Executive 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 Executive’s
employment or the circumstances for such a termination. For purposes of this
Section 4.1(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 conducted during or at the termination of Executive’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, Executive, 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. Executive
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, Executive,
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 Executive has
had dealings or learned confidential information within the six (6) months
prior to the date Executive 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 4.1(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, Executive
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 Executive during such period
directly or indirectly engage, employ or compensate, or cause or permit any
Person with which Executive 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


 


7

















 


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, Executive 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 Executive 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, Executive
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 Executive’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. Executive
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 4.1  shall
be in effect shall be extended by the length of time during which Executive is
in breach of the terms hereof as determined by any court of competent
jurisdiction on the Company’s application for injunctive relief.


 


(i)            Executive
agrees that the restrictions contained in this Section 4.1 are an essential
element of the compensation Executive is granted hereunder and but for Executive’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 Executive and the Company
consider the restrictions contained in this Section 4.1 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 Executive, 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.


 


4.2.          Confidentiality.


 


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



 


8

















 


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 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 Executive’s breach of this covenant or any
breach of other confidentiality obligations by third parties; (ii) made
legitimately available to Executive by a third party without breach of any
confidentiality obligation; or (iii) required by law to be disclosed; provided
that Executive 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, Executive will not disclose to anyone, other than Executive’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 Executive may disclose to any prospective future employer the provisions
of Section 4 of this Agreement provided they agree to maintain the
confidentiality of such terms.


 


(d)           Upon
termination of Executive’s employment with the Company for any reason, Executive
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 Executive’s
possession or control (including any of the foregoing stored or located in Executive’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 Executive 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 Executive is or becomes aware.


 


4.3.          Intellectual Property.


 


(a)           If
Executive 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, 


 


9

















 


applications,
presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third
parties, prior to Executive’s employment by the Company, that are relevant to
or implicated by such employment (“Prior
Works”), Executive 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.


 


(b)           If
Executive creates, invents, designs, develops, contributes to or improves any
Works, either alone or with third parties, at any time during Executive’s
employment by the Company and within the scope of such employment and/or with
the use of any the Company resources (“Company
Works”), Executive 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)           Executive
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)           Executive
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 Executive’s signature on
any document for this purpose, then Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Executive’s
agent and attorney in fact, to act for and in Executive’s behalf and stead to
execute any documents and to do all other lawfully permitted acts in connection
with the foregoing.


 


(e)           Executive
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. Executive 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. Executive 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. Executive
acknowledges that the Company may amend any such policies and guidelines from
time to time, and that Executive remains at all times bound by their most
current version.


 


10

















 


4.4.          Specific Performance.
Executive acknowledges and agrees that the Company’s remedies at law for a
breach or threatened breach of any of the provisions of this Section 4
would be inadequate and the Company would suffer irreparable damages as a
result of such breach or threatened breach. In recognition of this fact, Executive
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 shall oppose any motion the other party may make for
any expedited discovery or hearing in connection with any alleged breach of
this Section 4.


 


4.5.          Survival. The
provisions of this Section 4 shall survive the termination of Executive’s
employment for any reason.


 


SECTION 5


 


MISCELLANEOUS


 


5.1.          Tax
Issues and Withholding. Executive 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. Executive 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 Executive.


 


5.2.          Compliance with IRC
Section 409A.
Notwithstanding
anything herein to the contrary, (i) if at the time Executive is a “specified employee”
as defined in Section 409A of the Internal Revenue Code (“Section 409A”)
and the deferral of the commencement of any payments or benefits otherwise
payable hereunder is necessary in order to prevent any accelerated or
additional tax under Section 409A, then the Company will defer the commencement
of the payment of any such payments or benefits hereunder (without any
reduction in such payments or benefits ultimately paid or provided to Executive)
until the date that is six months following Executive’s termination of
employment with the Company (or the earliest date as is permitted under Section
409A) and (ii) if any other payments of money or other benefits due to Executive
hereunder could cause the application of an accelerated or additional tax under
Section 409A, such payments or other benefits shall be deferred if deferral
will make such payment or other benefits compliant under Section 409A, or
otherwise such payment or other benefits shall be restructured, to the extent
possible, in a manner, determined by the Board, that does not cause such an
accelerated or additional tax. The Company shall consult with Executive in good
faith regarding the implementation of the provisions of this Section 5.2;
provided that neither the Company nor any of its employees or representatives
shall have any liability to Executive with respect thereto.


 


11

















 


5.3.          Employment
of Executive. Nothing in this Agreement confers upon Executive
the right to continue in the employ of the Company or any of its affiliates,
entitles Executive 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 Executive’s
employment.


 


5.4.          Stockholder Rights.
Executive shall not have any stockholder rights (including the right to
distributions or dividends) with respect to the Shares subject to the Option
until Executive shall have exercised the Option, paid the Exercise Price and
become a holder of record of the purchased Shares.


 


5.5.          Equitable Adjustments.
The Option shall be subject to adjustment as provided in Section 5 of the Plan.


 


5.6.          Calculation
of Benefits. Neither the Option nor any Shares acquired pursuant
to exercise of the Option 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 Executive 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 Executive may receive or derive from this Agreement
will not be considered as salary for calculating any severance payment that may
be payable to Executive in the event of a termination of employment.


 


5.7.          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.


 


5.8.          Waivers
and Amendments. The respective rights and obligations of the
Company and Executive 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 each of the parties hereto.


 


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


 


12

















 


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


 


5.11.        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.


 


5.12.        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.


 


5.13.        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.


 


5.14.        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
5.14), 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:


 


13

















 


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 the
Partnership, 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 Executive,
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 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.


 


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


 


5.16.        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 Option
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, Executive acknowledges
having received and read a copy of the Plan.


 


5.17.        Consent. In
the course of Executive’s employment, the Company may obtain or have access to
certain information about Executive and Executive’s employment, such as
information about Executive’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 


 


14

















 


Information”).
The Company will use Personal Information in connection with Executive’s
employment, to provide Executive 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 Executive’s
Personal Information in a country or continent outside the country where Executive
works or lives, and may also transfer Executive’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 Executive works or lives). The
Company may also disclose Executive’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 Executive’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 Executive. By signing
below, Executive 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.


 


5.18.        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, the Partnership, Orbitz and Executive have executed this Agreement as
of the day and year first written above.


 


	
   

  	
  TDS Investor (Cayman) L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  TDS Investor (Cayman) GP Ltd.,

  
	
   

  	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: Jo-Anne Kruse

  	
   

  
	
   

  	
  Title: EVP, Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Orbitz Worldwide, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: Katherine Andreasen

  	
   

  
	
   

  	
  Title: SVP, Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  	
   

  
	
   

  	
  Fax No.

  	
   

  	
   

  	
   

  
	
   

  	
  WWID No.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Type of Option:
  Nonqualified Stock Option

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares:
  [       ]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exercise Price: $[      ]
  per Share

  	
   

  
						



 

















 


Exhibit A –
2007 Equity and Incentive Plan


 


(Distributed
Separately)