EXHIBIT 10.14


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS RESTRICTED
STOCK UNIT 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 to Executive 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 herein, 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) a number
of options specified in that Option Award Agreement between the parties hereof
dated as of the date hereof and subject to the terms and conditions therein
will be granted to Executive in full settlement of any increased value in the
Partnership Restricted Equity Units granted to Executive prior to the Offering 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
any Company by Executive of such failure; provided that it is understood
that this clause (A) shall not apply if a 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.](1)


 


“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 


 






(1) Only
include for CEO/SVP.


 


2

















 


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 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.](2)


 


[“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”.](3)


 


 


“Executive” 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.


 


“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.


 






(2) Only
include for CEO.


 


(3) Only
include for CEO/SVP.


 


3

















 


SECTION 2


 


ASSUMPTION, ADJUSTMENT AND MODIFICATION 

OF PARTNERSHIP RESTRICTED EQUITY UNITS INTO ORBITZ RESTRICTED STOCK UNITS


 


2.1.          Assumption.
Subject to the terms and conditions hereof, effective immediately prior to the
Offering, the Partnership hereby assigns to the Company and the Company hereby
assumes and accepts assignment from the Partnership, and Executive hereby
consents to such assignment, all of the Partnership Restricted Equity Units granted
to Executive that are then unvested. Following the Offering, the Partnership
and its affiliates (other than the Company) shall have no further obligation in
respect of any such Partnership Restricted Equity Unit so assumed.


 


2.2.          Adjustment
and Modification. The Orbitz Restricted Stock Units assumed by
the Company are hereby adjusted and modified, effective immediately following
the foregoing assumption and immediately prior to the Offering, and Executive
hereby consents to such adjustment and modification, such that:


 


(a)           The number of Orbitz Restricted Stock
Units (which number, as adjusted and modified herein, is specified on the
signature page hereto) shall be adjusted to equal the product of (i) the
number of unvested Partnership Restricted Equity Units held by Executive
immediately prior to the foregoing assumption multiplied by (ii) the ratio of
(A) the fair market value of a Class A-2 Interest of the Partnership
as of the Offering, as reasonably determined by the Board, to (B) the fair
market value of a Share as of the Offering, as evidenced by the offering price
used in the Offering (such product to be rounded down to the nearest whole
number);


 


(b)           Each Orbitz Restricted Stock Unit
will carry the right to receive from the Company, on the terms and conditions
described herein, in the sole discretion of the Board, either (i) one Share as
of the date of vesting or (ii) cash equal to the fair market value (as
determined by the Board in good faith) of one Share as of the date of vesting
(and, as provided herein, distributions thereon) in lieu of one Class A-2
Interest (and distributions thereon), and Executive shall have no further
rights with respect to any Orbitz Restricted Stock Unit that is paid in Shares
or cash, or that is forfeited or terminates pursuant to this Agreement or the
Plan; and


 


(c)           Each Orbitz Restricted Stock Unit
will be governed by the terms hereof and the Plan, as may be amended from time
to time.


 


2.3.          Vested
Partnership Restricted Equity Units. For the avoidance of doubt,
Partnership Restricted Equity Units that are vested, as of the Offering, shall
not be modified in any respect under this Agreement and shall remain subject to
the terms of the Partnership Award Agreement.


 


4

















 


SECTION 3


 


TERMS OF RESTRICTED STOCK UNITS


 


3.1.          Vesting
Schedule.


 


(a)           Subject to the provisions of this
Agreement and the Plan, 5.555% of the Orbitz Restricted Stock Units shall vest
on August 25, 2007, an additional 8.586% of the Orbitz Restricted Stock Units
shall vest on each subsequent November 25, February 25, May 25 and August 25
thereafter through February 25, 2010, and any unvested Orbitz Restricted Stock
Units shall become fully vested on May 25, 2010 [(each, a “Scheduled Vesting Date”)](4); provided,
however, that no vesting shall occur after the termination of Executive’s
employment with the Company for any reason, and any unvested Orbitz Restricted
Stock Units shall be immediately cancelled by the Company without consideration
after termination of Executive’s employment with the Company for any reason.


 


(b)           [Notwithstanding the foregoing, the
Orbitz Restricted Stock Units shall become fully vested immediately prior to a
Change in Control.](5) [The Orbitz Restricted Stock Units shall be treated in
accordance with the provisions of Section 7 of the Plan in the event of a
Change in Control.](6)


 


(c)           [Notwithstanding the foregoing, upon
any termination of Executive’s employment with the Company by the Company
without Cause, the Orbitz Restricted Stock Units which would have become vested
had the Executive 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.](7)


 


(d)           [Notwithstanding the foregoing, 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, the Orbitz Restricted Stock Units 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 May 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); and


 






(4) Only include for CEO.


 


(5) Full and automatic
accelerated vesting for CEO/SVP/GVP.


 


(6) Accelerated vesting at
discretion of Board for levels below GVP.


 


(7) One year forward vesting
for CEO/SVP.


 


 


5

















 


(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).](8)


 


(e)           The Board may determine at any time
before the Orbitz Restricted Stock Units expire or terminate that any or all of
the Orbitz Restricted Stock Units shall become vested at any time.


 


3.2.          Dividends. Executive
shall be entitled to be credited with dividend equivalents with respect to the
Orbitz Restricted Stock Units, calculated as follows:  on each date that a cash dividend is paid by
the Company while the Orbitz Restricted Stock Units are outstanding, Executive
shall be credited with an additional number of Orbitz Restricted Stock Units
equal to the number of whole Shares (valued at fair market value (as determined
by the Board in good faith) on such date) that could be purchased on such date
with the aggregate dollar amount of the cash dividend that would have been paid
on the Orbitz Restricted Stock Units had the Orbitz Restricted Stock Units been
issued as Shares. The additional Orbitz Restricted Stock Units credited under
this Section shall be subject to the same terms and conditions applicable to
the Orbitz Restricted Stock Units originally awarded hereunder, including,
without limitation, for purposes of vesting and forfeiture and crediting of
additional dividend equivalents.


 


3.3.          Termination of Employment.
[Subject to Section[s] 3.1        ],(9)
if Executive’s employment with the Company terminates for any reason, the Orbitz
Restricted Stock Units, to the extent not then vested, shall be immediately
canceled by the Company without consideration.


 


3.4.          Limited Transferability.
The Orbitz Restricted Stock Units may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of or encumbered, other than by
will or the laws of inheritance following Executive’s death.


 


3.5.          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
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:


 






(8) Forward vesting for
termination due to death, Disability and Constructive Termination for CEO only.


 


(9) Insert Section 3.1(b) for
GVP; Sections 3.1(b) and (c) for SVP; and Sections 3.1(b) through (d) for CEO.


 


 


6

















 


(a)           the Orbitz Restricted Stock Units, to
the extent not then vested, shall be immediately canceled by the Company
without consideration,


 


(b)           Executive shall repay to the Company
any cash received pursuant to the vesting of any Orbitz Restricted Stock Unit
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,


 


(c)           any Shares acquired pursuant to the
vesting of any Orbitz Restricted Stock Unit 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 forfeited and returned to the Company without consideration, and


 


(d)           in the event Executive has sold or
otherwise disposed of Shares acquired pursuant to the vesting of any Orbitz
Restricted Stock Unit 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, 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.


 


SEClTION 4


 


NON-COMPETITION AND CONFIDENTIALITY


 


4.1.          Non-Competition.


 


(a)           From the date hereof while employed
by the Company and for a [     -year](10)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 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.


 


(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 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 


 






(10) Two years for CEO; 1 year
for SVP/GVP/VP.


 


7

















 


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), (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 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 


 


8

















 


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
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 


 


9

















 


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, 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, 


 


10

















 


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.


 


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 


 


11

















 


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 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
separation from service 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.


 


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 any Shares subject to the Orbitz
Restricted 


 


12

















 


Stock Units until such person has become a
holder of record of any Shares issued upon vesting, provided that Executive may
be entitled to the benefits set forth in Section 3.2 of this Agreement.


 


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


 


5.6.          Calculation
of Benefits. Neither the Orbitz Restricted Stock Units nor any
Shares issued pursuant to vesting of the Orbitz Restricted Stock Units 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 his or her 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.


 


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 


 


13

















 


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:


 


14

















 


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 Orbitz
Restricted Stock Units 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, 


 


15

















 


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 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.


 


16

















 


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.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of
  Orbitz Restricted Stock Units:  

  	
  [                                  ]

  	
   

  
						



 

















 


Exhibit A –2007
Equity and Incentive Plan


 


 


(Distributed
Separately)