2     “**Disability**” shall have the meaning assigned such term in the Employment Agreement.     “**Employee**” has the meaning specified in the **Preamble**.     “**Grant Date**” has the meaning specified in the **Preamble**.     “**Orbitz**” has the meaning specified in the **Preamble**.     “**Plan**” has the meaning specified in the **Recitals**.     “**Reacquisition**” shall mean a reacquisition of the Company, directly or indirectly, byTravelport Limited.     “**Share**” means one share of the common stock, par value $0.01 per share, of Orbitz.**SECTION 2****GRANT OF RESTRICTED STOCK UNITS**     Subject to the terms and conditions hereof, Orbitz hereby grants to Employee, as of the GrantDate,                      restricted stock units (the “**RSUs**”). Each RSU granted hereunder shall representthe right to receive from the Company, on the terms and conditions described herein, in the solediscretion of the Board, either (i) one Share as of the date of vesting or (ii) cash equal to thefair market value (as defined in the Plan) of one Share as of the date of vesting (and, as providedherein, distributions thereon). Employee shall have no further rights with respect to any RSU thatis paid in Shares or cash, or that is forfeited or terminates pursuant to this Agreement or thePlan.**SECTION 3****TERMS OF RESTRICTED STOCK UNITS**     3.1. **Vesting Schedule****.**          (a) Subject to the provisions of this Agreement and the Plan and Employee’s continuedemployment with the Company on the applicable vesting dates, 25% of the RSUs (rounded up to thenext whole share) shall vest on the first, second, third and fourth anniversaries of the Grant Date(the “Normal Vesting Dates”); provided, however, that, except as provided inSection 3 below, no vesting shall occur in connection with or after the termination of Employee’semployment with the Company for any reason, and any unvested RSUs shall be immediately canceled bythe Company without consideration after termination of Employee’s employment with the Company forany reason.          Subject to Section 5.2, settlement of vested RSUs (after giving effect to the acceleratedvesting provisions below in Section 3) shall occur on the applicable Normal Vesting Date or, if theEmployee’s “separation from service” within the meaning of Code Section 409A described in Section3.1 below occurs earlier than an applicable Normal Vesting Date, on the 90th calendar day followingsuch separation.

 

3          (b) Notwithstanding any other provision of this Agreement, in the event Employee’s employmentwith the Company is terminated without Cause, or Employee resigns from the Company as a result of aConstructive Termination, and such termination or resignation is in connection with, or withintwenty-four (24) months following a Change in Control or Employee’s employment is terminated by theCompany without Cause or if Employee resigns as a result of a Constructive Termination and a Changein Control is consummated within ninety (90) days following such termination of employment orresignation and such termination of employment or resignation as a result of a ConstructiveTermination is in contemplation of a Change in Control, then, subject to Employee’s execution anddelivery of a separation and release agreement that is no longer subject to revocation underapplicable law, substantially in the form attached hereto as Exhibit B (the “**GeneralRelease**”) and compliance with all terms and conditions contained herein, then the RSUs shall fullyvest as of the date of such termination or resignation and, subject to Section 5.2, shall besettled on the 90th calendar day following the Employee’s “separation from service” within themeaning of Code Section 409A.          (c) Notwithstanding the foregoing, in the event Employee’s employment is terminated by theCompany without Cause or for Disability, terminates as a result of Employee’s death, or if Employeeresigns as a result of a Constructive Termination, subject to, except in the case of death orDisability, Employee’s execution and delivery of the General Release, a number of previouslyunvested RSUs shall vest equal to the lesser of (i) the remaining number of unvested RSUs pursuantto this Agreement or (ii) 37.5% of the total RSUs granted pursuant to this agreement and, subjectto Section 5.2, such vested RSUs shall be settled on the 90th calendar day following the Employee’s“separation from service” within the meaning of Code Section 409A.          (d) In the event Employee resigns his employment pursuant to Section 9(e) of the EmploymentAgreement following the Reacquisition, then, subject to Employee’s execution and delivery of theGeneral Release, a number of previously unvested RSUs shall vest equal to the number of RSUs thatwould have vested in the twelve (12)-month period following such termination if Employee hadremained in employment and, subject to Section 5.2, such vested RSUs shall be settled on the 90thcalendar day following the Employee’s “separation from service” within the meaning of Code Section409A.          (e) Notwithstanding the foregoing, if Executive’s employment is terminated by the Companywithout Cause, or if Executive resigns as a result of a Constructive Termination (other than thediminution of duties or responsibilities directly resulting from the Reacquisition and the Companybecoming a non-publicly traded subsidiary of Travelport Limited), and such termination orresignation is in connection with, or within twelve (12) months following the Reacquisition orExecutive’s employment is terminated by the Company without Cause or if Executive resigns as aresult of a Constructive Termination and the Reacquisition occurs within ninety (90) days followingsuch termination of employment or resignation and such termination of employment or resignation isin contemplation of the Reacquisition, then, subject to Executive’s execution and delivery of theGeneral Release and compliance with all terms and conditions contained herein, then the RSUs shallfully vest as of the date of such termination or resignation and, subject to Section 5.2, shall besettled on the 90th calendar day following the Employee’s “separation from service” within themeaning of Code Section 409A.

 

4          (f) The Board may determine at any time before the RSUs terminate that the RSUs or any portionthereof shall vest at any time. In the event of such accelerated vesting, such vested RSUs shallbe settled on the Normal Vesting Dates (as if vesting had not been accelerated) or, if theEmployee’s “separation from service” within the meaning of Code Section 409A occurs earlier than anapplicable Normal Vesting Date, on the 90th calendar day following such separation.     3.2. **Dividends**. Employee shall be entitled to be credited with dividend equivalentswith respect to the RSUs, calculated as follows: on each date that a cash dividend is paid byOrbitz while the RSUs are outstanding, Employee shall be credited with an additional number of RSUsequal to the number of whole Shares (valued at fair market value (as determined by the Board ingood faith) on such date) that could be purchased on such date with the aggregate dollar amount ofthe cash dividend that would have been paid on the RSUs had the RSUs been issued as Shares. Theadditional RSUs credited under this Section shall be subject to the same terms and conditionsapplicable to the RSUs originally awarded hereunder, including, without limitation, for purposes ofvesting, settlement and forfeiture and crediting of additional dividend equivalents.     3.3. **Termination of Employment****.**Subject to Section 3.1, if Employee’s employment withthe Company terminates for any reason, the RSUs, to the extent not then vested, shall beimmediately canceled by the Company without consideration.     3.4. **Limited Transferability****.**The RSUs shall be neither transferable nor assignableby Employee other than by will or the laws of inheritance following Employee’s death;provided, however, that Employee may designate one or more persons as thebeneficiary or beneficiaries of the RSUs, in which case the RSUs shall, in accordance with suchdesignation, automatically be transferred to such beneficiary or beneficiaries upon Employee’sdeath while holding the RSUs. Such beneficiary or beneficiaries shall take the transferred RSUssubject to all the terms and conditions of this Agreement.     3.5. **Forfeiture****.**Notwithstanding anything herein to the contrary, in the event (X)Employee is terminated for Cause pursuant to Section 9(a) of the Employment Agreement and suchtermination for Cause is based on Employee’s willful misconduct involving a financial matter of theCompany, including, without limitation, Employee purposefully or knowingly making a falsecertification to the Company pertaining to its financial statements, (Y) of Employee’s materialbreach of the restrictive covenants set forth in Sections 10 or 11 of the Employment Agreement or(Z) of Employee’s material violation of the Company’s Code of Conduct or Code of Ethics, the Boardmay determine in good faith that:          (i) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz withoutconsideration,          (ii) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSUwithin two (2) years prior to (x) such termination of employment for Cause or (y) such breach, asapplicable,

 

5          (iii) any Shares acquired pursuant to the vesting of any RSU within two (2) years prior tothe date of Board determination of (X), (Y), or (Z) above and then held by Employee shall beforfeited and returned to Orbitz without consideration, and          (iv) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to thevesting of any RSU within two (2) years prior to the date of Board determination of (X), (Y), or(Z) above, Employee shall pay to Orbitz any proceeds received from such sale or other disposition,less the taxes paid with regard to such sale.          Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant toSection 9(a) of the Employment Agreement and such termination for Cause is based on conduct otherthan Employee’s willful misconduct involving a financial matter of the Company, the Board maydetermine in good faith that the provisions of Section 3.5(i) through (iv) shall apply to theextent necessary for the Company to recover any damages it incurs as a result of such conduct.**SECTION 4****CERTAIN COVENANTS**     Employee hereby agrees and covenants to perform all of his obligations set forth in Sections10 and 11 of the Employment Agreement (which are incorporated by reference hereby) and acknowledgesthat Employee’s obligations set forth in Sections 10 and 11 of the Employment Agreement constitutea material inducement for the Company’s grant of the RSUs to Employee. The provisions of thisSection 4 shall survive the termination of Employee’s employment with the Company for any reason.**SECTION 5****MISCELLANEOUS**     5.1. **Tax Issues and Withholding****.**Employee acknowledges that he or she is relyingsolely on his or her own tax advisors and not on any statements or representations of the Companyor any of its agents. Employee understands that he or she (and not Orbitz) shall be responsiblefor all tax liability that shall arise as a result of the settlement of RSUs contemplated by thisAgreement. Orbitz’s obligations under this Agreement shall be subject to all applicable tax andother withholding requirements, and Orbitz shall, to the extent permitted by law, have the right todeduct any withholding amounts from any payment or transfer of any kind otherwise due to Employee(including by withholding shares).     5.2. **Compliance with IRC Section 409A****.**          (a) The intent of the parties is that payments under this Agreement comply with or be exemptfrom Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall beinterpreted to be in compliance therewith.          (b) If Employee notifies the Company (with specificity as to the reason therefor) thatEmployee believes that any provision of this Agreement would cause Employee to

 

6incur any additional tax or interest under Code Section 409A and the Company concurs with suchbelief or the Company (without any obligation whatsoever to do so) independently makes suchdetermination, the Company shall, after consulting with Employee, reform such provision to try tocomply with Code Section 409A through good faith modifications to the minimum extent reasonablyappropriate to conform with Code Section 409A. To the extent that any provision hereof is modifiedin order to comply with or be exempt from Code Section 409A, such modification shall be made ingood faith and shall, to the maximum extent reasonably possible, maintain the original intent andeconomic benefit to Employee and the Company of the applicable provision without violating theprovisions of Code Section 409A.          (c) Notwithstanding anything herein to the contrary, if at the time of Employee’s separationfrom service (within the meaning of Code Section 409A) Employee is a “specified employee” asdefined in Code Section 409A and the deferral of the commencement of any payments otherwise payablehereunder as a result of such separation is necessary under Code Section 409A(a)(2)(B)(i) in orderto prevent any accelerated or additional tax under Code Section 409A, then the Company will deferthe commencement of the payment of any such payments hereunder (without any reduction in suchpayments ultimately paid or provided to Employee) until the date that is six (6) months followingEmployee’s separation from service (or the earliest date as is permitted under Code Section 409A)(the “**Delay Period**”). Upon the expiration of the Delay Period, all payments delayed pursuant tothis Section 5.2 (whether they would have otherwise been payable in a single lump sum or ininstallments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum onthe first business day after the end of the Delay Period, and any remaining payments due under thisAgreement shall be paid or provided in accordance with the normal payment dates specified for themherein.          (d) A termination of employment shall not be deemed to have occurred for purposes of anyprovision of this Agreement providing for the payment of any amounts or benefits upon or followinga termination of employment unless such termination is also a “separation from service” within themeaning of Code Section 409A and, for purposes of any such provision of this Agreement, referencesto a “termination,” “termination of employment” or like terms shall mean “separation from service.”     5.3. **Employment of Employee****.**Nothing in this Agreement confers upon Employee theright to continue in the employ of the Company, entitles Employee to any right or benefit not setforth in this Agreement or interferes with or limits in any way the right of the Company toterminate Employee’s employment.     5.4. **Stockholder Rights****.**Employee shall not have any stockholder rights (includingthe right to distributions or dividends) with respect to the Shares subject to the RSUs untilEmployee has become a holder of record of the Shares issued upon vesting; provided thatEmployee may be entitled to the benefits set forth in Section 3.2 of this Agreement.     5.5. **Equitable Adjustments****.**The RSUs shall be subject to adjustment as provided inSection 5 of the Plan.     5.6. **Calculation of Benefits****.**Neither the RSUs nor any Shares issued pursuant to thevesting of the RSUs shall be deemed compensation or taken into account for purposes of

 

7determining benefits or contributions under any retirement or other qualified or nonqualifiedplans of the Company or any employment/severance or change in control agreement to which Employeeis a party and shall not affect any benefits, or contributions to benefits, under any other benefitplan of any kind or any applicable law or regulation now or subsequently in effect under which theavailability or amount of benefits or contributions is related to level of compensation. It isspecifically agreed by the parties that any benefits that Employee may receive or derive from thisAgreement will not be considered as salary for calculating any severance payment that may bepayable to Employee 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 oneright or remedy by any party shall not preclude or waive its right to use any or all otherremedies. These rights and remedies are given in addition to any other rights the parties may haveat law or in equity.          (b) Except where a time period is otherwise specified, no delay on the part of any party inthe 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 precludeany further exercise thereof or the exercise of any right, power, privilege or remedy.     5.8. **Waivers and Amendments****.**The respective rights and obligations of Orbitz andEmployee under this Agreement may be waived (either generally or in a particular instance, eitherretroactively or prospectively, and either for a specified period of time or indefinitely) by suchrespective party. This Agreement may be amended only with the written consent of a duly authorizedrepresentative of Orbitz and Employee.     5.9. **Governing Law****.**This Agreement shall be governed by and construed in accordancewith 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 ANDFEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TOWHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHERPROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONSCONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURESIN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANYARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANYSUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBEDABOVE AND COVENANTS**

 

8**THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THISSECTION 5.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCEWITH THE PROVISIONS HEREOF.**          (b) **EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TOVENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. INADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNERIN 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 ANDIRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THISAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.     5.12. **Successors and Assigns****.**Except as otherwise expressly provided herein, theprovisions hereof shall inure to the benefit of, and be binding upon, the successors, permittedassigns, heirs, executors and administrators of the parties hereto.     5.13. **Entire Agreement****.**This Agreement constitutes the entire agreement andunderstanding of the parties hereto with respect to the subject matter contained herein andsupersedes all prior communications, representations and negotiations in respect thereto.     5.14. **Notices****.**All demands, notices, requests, consents and other communicationsrequired or permitted under this Agreement shall be in writing and shall be personally delivered orsent by facsimile machine (with a confirmation copy sent by one of the other methods authorized inthis Section 5.14), reputable commercial overnight delivery service (including Federal Express andU.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service andmailed first class, registered or certified mail, postage prepaid, as set forth below:          If to Orbitz, addressed to:Orbitz Worldwide, Inc.