exv10w1









    EXHIBIT 10.1



 




    ORBITZ
    WORLDWIDE, INC.

    2007 EQUITY AND INCENTIVE PLAN

    (As amended and restated, effective June 2, 2010)



 


		
	
    1.  
	
    Purpose;
    Types of Awards; Construction.




 



    The purposes of the Orbitz Worldwide, Inc. 2007 Equity and
    Incentive Plan (the “Plan”) are to afford an incentive
    to non-employee directors, selected officers and other
    employees, advisors and consultants of Orbitz Worldwide, Inc.
    (the “Company”), or any Parent or Subsidiary of the
    Company that now exists or hereafter is organized or acquired,
    to continue as non-employee directors, officers, employees,
    advisors or consultants, as the case may be, to increase their
    efforts on behalf of the Company and its Subsidiaries and to
    promote the success of the Company’s business. The Plan
    provides for the grant of Options (including “incentive
    stock options” and “nonqualified stock options”),
    stock appreciation rights, restricted stock, restricted stock
    units and other stock- or cash-based awards. The Plan is
    designed so that Awards granted hereunder intended to comply
    with the requirements for “performance-based
    compensation” under Section 162(m) of the Code comply
    with such requirements, and the Plan and Awards shall be
    interpreted in a manner consistent with such requirements.



 


		
	
    2.  
	
    Definitions.




 



    For purposes of the Plan, the following terms shall be defined
    as set forth below:



 



    (a) “Annual Incentive Program” means the
    program described in Section 6(c) hereof.



 



    (b) “Award” means any Option, SAR,
    Restricted Stock, Restricted Stock Unit or Other Stock-Based
    Award or Other Cash-Based Award granted under the Plan.



 



    (c) “Award Agreement” means any written
    agreement, contract, or other instrument or document, in each
    case as approved by the Committee, evidencing an Award.



 



    (d) “Board” means the Board of Directors
    of the Company.



 



    (e) “Change in Control” means, following
    the Effective Date and excluding the separation transaction
    pursuant to which the Company becomes a separate public
    corporation for the first time, a change in control of the
    Company, which will have occurred if:



 



    (i) any “person,” as such term is used in
    Sections 13(d) and 14(d) of the Exchange Act (other than
    (A) the Company, (B) any trustee or other fiduciary
    holding securities under an employee benefit plan of the
    Company, and (C) any corporation owned, directly or
    indirectly, by the stockholders of the Company in substantially
    the same proportions as their ownership of Stock), is or becomes
    the “beneficial owner” (as defined in
    Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    of the Company representing 30% or more of the combined voting
    power of the Company’s then outstanding voting securities
    (excluding any person who becomes such a beneficial owner in
    connection with a transaction immediately following which the
    individuals who comprise the Board immediately prior thereto
    constitute at least a majority of the Board of the entity
    surviving such transaction or, if the Company or the entity
    surviving the transaction is then a subsidiary, the ultimate
    parent thereof);



 



    (ii) the following individuals cease for any reason to
    constitute a majority of the number of directors then serving:
    individuals who, on the Effective Date, constitute the Board and
    any new director (other than a director whose initial assumption
    of office is in connection with an actual or threatened election
    contest, including but not limited to a consent solicitation,
    relating to the election of directors of the Company) whose
    appointment or election by the Board or nomination for election
    by the Company’s stockholders was approved or recommended
    by a vote of at least two-thirds (2/3) of the directors then
    still in office who either were directors on the Effective Date
    or whose appointment, election or nomination for election was
    previously so approved or recommended;





    

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    (iii) there is consummated a merger or consolidation of the
    Company or any direct or indirect subsidiary of the Company with
    any other corporation, other than a merger or consolidation
    immediately following which the individuals who comprise the
    Board immediately prior thereto constitute at least a majority
    of the Board, the entity surviving such merger or consolidation
    or, if the Company or the entity surviving such merger is then a
    subsidiary, the ultimate parent thereof; or



 



    (iv) the stockholders of the Company approve a plan of
    complete liquidation of the Company or there is consummated an
    agreement for the sale or disposition by the Company of all or
    substantially all of the Company’s assets (or any
    transaction having a similar effect), other than a sale or
    disposition by the Company of all or substantially all of the
    Company’s assets to an entity, immediately following which
    the individuals who comprise the Board immediately prior thereto
    constitute at least a majority of the board of directors of the
    entity to which such assets are sold or disposed of or, if such
    entity is a subsidiary, the ultimate parent thereof.



 



    Notwithstanding the foregoing, a Change in Control shall not be
    deemed to have occurred by virtue of the consummation of any
    transaction or series of integrated transactions immediately
    following which individuals who comprise the Board immediately
    prior thereto constitute at least a majority of the board of
    directors of an entity which owns all or substantially all of
    the assets of the Company immediately following such transaction
    or series of transactions.



 



    (f) “Code” means the Internal Revenue Code
    of 1986, as amended from time to time, and the rules and
    regulations promulgated thereunder.



 



    (g) “Committee” means the committee
    established by the Board to administer the Plan, the composition
    of which shall at all times satisfy the provisions of
    Rule 16b-3
    and Section 162(m) of the Code.



 



    (h) “Company” means Orbitz Worldwide,
    Inc., a corporation organized under the laws of the State of
    Delaware, or any successor corporation.



 



    (i) “Covered Employee” shall have the
    meaning set forth in Section 162(m)(3) of the Code.



 



    (j) “Effective Date” means the effective
    date of the IPO.



 



    (k) “Exchange Act” means the Securities
    Exchange Act of 1934, as amended from time to time, and the
    rules and regulations promulgated thereunder.



 



    (l) “Fair Market Value” means the fair
    market value determined in such manner as the Committee, in its
    sole discretion, may deem equitable or as required by applicable
    law, rule or regulation. Unless the Committee otherwise
    determines, with respect to an Award granted under the Plan,
    “Fair Market Value” means (i) the mean between
    the highest and lowest reported sales price per share of Stock
    on the national securities exchange on which the Stock is
    principally traded on the date of grant of such Award, or if the
    date of grant is not a trading day, then the last preceding date
    on which there was a sale of such Stock on such exchange, or
    (ii) if the shares of Stock are then traded in an
    over-the-counter market, the average of the closing bid and
    asked prices for the shares of Stock in such over-the-counter
    market for the date of grant of such Award, or if the date of
    grant is not a trading day, then the last preceding date on
    which there was a sale of such Stock on such over-the-counter
    market.



 



    (m) “Grantee” means a person who, as a
    non-employee director, officer or other employee, advisor or
    consultant of the Company or a Parent or Subsidiary of the
    Company, has been granted an Award under the Plan.



 



    (n) “IPO” means the initial public
    offering of the Company’s Stock.



 



    (o) “ISO” means any Option intended to be
    and designated as an incentive stock option within the meaning
    of Section 422 of the Code.



 



    (p) “Long Range Incentive Program” means
    the program described in Section 6(b) hereof.



 



    (q) “Non-Employee Director” means any
    director of the Company who is not also employed by the Company
    or any of its Subsidiaries.





    

    2








 







    (r) “NQSO” means any Option that is not
    designated as an ISO.



 



    (s) “Option” means a right, granted to a
    Grantee under Section 6(b)(i), to purchase shares of Stock.
    An Option may be either an ISO or an NQSO, provided that ISOs
    may be granted only to employees of the Company or a Parent or
    Subsidiary of the Company.



 



    (t) “Other Cash-Based Award” means cash
    awarded under the Annual Incentive Program or the Long Range
    Incentive Program, including cash awarded as a bonus or upon the
    attainment of Performance Goals or otherwise as permitted under
    the Plan.



 



    (u) “Other Stock-Based Award” means a
    right or other interest granted to a Grantee under the Annual
    Incentive Program or the Long Range Incentive Program that may
    be denominated or payable in, valued in whole or in part by
    reference to, or otherwise based on, or related to, Stock,
    including but not limited to (i) unrestricted Stock awarded
    as a bonus or upon the attainment of Performance Goals or
    otherwise as permitted under the Plan, and (ii) a right
    granted to a Grantee to acquire Stock from the Company
    containing terms and conditions prescribed by the Committee.



 



    (v) “Parent” means a “parent
    corporation,” whether now or hereafter existing, as defined
    in Section 424(e) of the Code.



 



    (w) “Performance Goals” means performance
    goals based on one or more of the following criteria, determined
    in accordance with generally accepted accounting principles
    where applicable: (i) pre-tax income or after-tax income;
    (ii) income or earnings including operating income,
    earnings before or after taxes, interest, depreciation,
    amortization,
    and/or
    extraordinary or special items; (iii) net income excluding
    amortization of intangible assets, depreciation and impairment
    of goodwill and intangible assets
    and/or
    excluding charges attributable to the adoption of new accounting
    pronouncements; (iv) earnings or book value per share
    (basic or diluted); (v) return on assets (gross or net),
    return on investment, return on capital, or return on equity;
    (vi) return on revenues; (vii) cash flow, free cash
    flow, cash flow return on investment (discounted or otherwise),
    net cash provided by operations, or cash flow in excess of cost
    of capital; (viii) economic value created;
    (ix) operating margin or profit margin; (x) stock
    price or total stockholder return; (xi) income or earnings
    from continuing operations; (xii) cost targets, reductions
    and savings, expense management, productivity and efficiencies;
    and (xiii) strategic business criteria, consisting of one
    or more objectives based on meeting specified market penetration
    or market share, geographic business expansion, customer
    satisfaction, employee satisfaction, human resources management,
    supervision of litigation, information technology, and goals
    relating to divestitures, joint ventures and similar
    transactions. Where applicable, the Performance Goals may be
    expressed in terms of attaining a specified level of the
    particular criterion or the attainment of a percentage increase
    or decrease in the particular criterion, and may be applied to
    one or more of the Company or a Parent or Subsidiary of the
    Company, or a division or strategic business unit of the
    Company, all as determined by the Committee. The Performance
    Goals may include a threshold level of performance below which
    no payment will be made (or no vesting will occur), levels of
    performance at which specified payments will be paid (or
    specified vesting will occur), and a maximum level of
    performance above which no additional payment will be made (or
    at which full vesting will occur). Each of the foregoing
    Performance Goals shall be evaluated in accordance with
    generally accepted accounting principles, where applicable, and
    shall be subject to certification by the Committee. The
    Committee shall have the authority to make equitable adjustments
    to the Performance Goals in recognition of unusual or
    non-recurring events affecting the Company or any Parent or
    Subsidiary of the Company or the financial statements of the
    Company or any Parent or Subsidiary of the Company, in response
    to changes in applicable laws or regulations, or to account for
    items of gain, loss or expense determined to be extraordinary or
    unusual in nature or infrequent in occurrence or related to the
    disposal of a segment of a business or related to a change in
    accounting principles.



 



    (x) “Plan” means this Orbitz Worldwide,
    Inc. 2007 Equity and Incentive Plan, as amended from time to
    time.



 



    (y) “Plan Year” means a calendar year.



 



    (z) “Restricted Stock” means an Award of
    shares of Stock to a Grantee under Section 6(b)(iii) that
    may be subject to certain restrictions and to a risk of
    forfeiture.





    

    3








 







    (aa) “Restricted Stock Unit” or
    “RSU” means a right granted to a Grantee under
    Section 6(b)(iv) to receive Stock or cash at the end of a
    specified period, which right may be conditioned on the
    satisfaction of specified performance or other criteria.



 



    (bb) “Rule 16b-3”
    means
    Rule 16b-3,
    as from time to time in effect promulgated by the Securities and
    Exchange Commission under Section 16 of the Exchange Act,
    including any successor to such Rule.



 



    (cc) “Securities Act” means the Securities
    Act of 1933, as amended from time to time, and the rules and
    regulations promulgated thereunder.



 



    (dd) “Stock” means shares of the common
    stock, par value $0.01 per share, of the Company.



 



    (ee) “Stock Appreciation Right” or
    “SAR” means the right, granted to a Grantee under
    Section 6(b)(ii), to be paid an amount measured by the
    appreciation in the Fair Market Value of Stock from the date of
    grant to the date of exercise of the right.



 



    (ff) “Subsidiary” means a “subsidiary
    corporation,” whether now or hereafter existing, as defined
    in Section 424(f) of the Code.



 


		
	
    3.  
	
    Administration.




 



    The Plan shall be administered by the Board or by such Committee
    that the Board may appoint for this purpose. If a Committee is
    appointed to administer the Plan, all references herein to the
    “Committee” shall be references to such Committee. If
    no Committee is appointed by the Board to administer the Plan,
    all references herein to the “Committee” shall be
    references to the Board. The Committee shall have the authority
    in its discretion, subject to and not inconsistent with the
    express provisions of the Plan, to administer the Plan and to
    exercise all the powers and authorities either specifically
    granted to it under the Plan or necessary or advisable in the
    administration of the Plan, including, without limitation, the
    authority to grant Awards; to determine the persons to whom and
    the time or times at which Awards shall be granted; to determine
    the type and number of Awards to be granted, the number of
    shares of Stock to which an Award may relate and the terms,
    conditions, restrictions and performance criteria relating to
    any Award; to determine Performance Goals no later than such
    time as required to ensure that an underlying Award which is
    intended to comply with the requirements of Section 162(m)
    of the Code so complies; and to determine whether, to what
    extent, and under what circumstances an Award may be settled,
    cancelled, forfeited, exchanged, or surrendered; to amend the
    terms and conditions of outstanding Awards, including, but not
    limited to extending the exercise period of such Awards and
    accelerating the vesting schedule of such Awards; to make
    adjustments in the terms and conditions of, and the Performance
    Goals (if any) included in, Awards; to construe and interpret
    the Plan and any Award; to prescribe, amend and rescind rules
    and regulations relating to the Plan; to determine the terms and
    provisions of the Award Agreements (which need not be identical
    for each Grantee); and to make all other determinations deemed
    necessary or advisable for the administration of the Plan.
    Notwithstanding the foregoing, neither the Board, the Committee
    nor their respective delegates shall have the authority to
    reprice (or cancel and regrant) any Option or, if applicable,
    other Award at a lower exercise, base or purchase price without
    first obtaining the approval of the Company’s stockholders.
    Notwithstanding any other provision of the Plan to the contrary,
    upon approval of the Company’s stockholders, the Committee
    may provide for, and the Company may implement, a one-time only
    stock option exchange program, pursuant to which certain
    outstanding Options could, at the election of the person holding
    such Option, be tendered to the Company for cancellation in
    exchange for the issuance of a lesser amount of Options with a
    lower exercise price, or other equity benefit as may be approved
    by the Committee, provided that such one-time only stock option
    exchange program is implemented within twelve months of the date
    of such stockholder approval.



 



    The Committee may delegate to one or more of its members or to
    one or more agents such administrative duties as it may deem
    advisable, and the Committee or any person to whom it has
    delegated duties as aforesaid may employ one or more persons to
    render advice with respect to any responsibility the Committee
    or such person may have under the Plan. All decisions,
    determinations and interpretations of the Committee shall be
    final and binding on all persons, including but not limited to
    the Company, any Parent or Subsidiary of the Company or any
    Grantee (or any person claiming any rights under the Plan from
    or through any Grantee) and any stockholder.





    

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    No member of the Board or Committee shall be liable for any
    action taken or determination made in good faith with respect to
    the Plan or any Award granted hereunder.



 


		
	
    4.  
	
    Eligibility.




 



    Awards may be granted to selected non-employee directors,
    officers and other employees, advisors or consultants of the
    Company or any Parent or Subsidiary of the Company, in the
    discretion of the Committee. In determining the persons to whom
    Awards shall be granted and the type of any Award (including the
    number of shares to be covered by such Award), the Committee
    shall take into account such factors as the Committee shall deem
    relevant in connection with accomplishing the purposes of the
    Plan.



 


		
	
    5.  
	
    Stock
    Subject to the Plan.




 



    The maximum number of shares of Stock reserved for issuance
    under the Plan shall be 18,100,000, subject to adjustment
    as provided herein. No more than (i) 5,000,000 shares
    of Stock may be made subject to NQSOs or SARs to a single
    individual in a single Plan Year,
    (ii) 2,500,000 shares of Stock may be made subject to
    stock-based awards other than Options or SARs (including
    Restricted Stock and Restricted Stock Units or Other Stock-Based
    Awards denominated in shares of Stock) to a single individual in
    a single Plan Year, and (iii) 1,000,000 shares of
    Stock may be issued pursuant to the exercise of ISO’s, in
    each case, subject to adjustment as provided herein.
    Determinations made in respect of the limitations set forth in
    the immediately preceding sentence shall be made in a manner
    consistent with Section 162(m) of the Code. Such shares
    may, in whole or in part, be authorized but unissued shares or
    shares that shall have been or may be reacquired by the Company
    in the open market, in private transactions or otherwise. If any
    shares subject to an Award are forfeited, cancelled, exchanged
    or surrendered or if an Award terminates or expires without a
    distribution of shares to the Grantee, or if shares of Stock are
    surrendered or withheld as payment of either the exercise price
    of an Award
    and/or
    withholding taxes in respect of an Award, the shares of Stock
    with respect to such Award shall, to the extent of any such
    forfeiture, cancellation, exchange, surrender, withholding,
    termination or expiration, again be available for Awards under
    the Plan. Upon the exercise of any Award granted in tandem with
    any other Award, such related Award shall be cancelled to the
    extent of the number of shares of Stock as to which the Award is
    exercised and, notwithstanding the foregoing, such number of
    shares shall no longer be available for Awards under the Plan.



 



    In the event that the Committee shall determine that any
    dividend or other distribution (whether in the form of cash,
    Stock, or other property), recapitalization, Stock split,
    reverse split, reorganization, merger, consolidation, spin-off,
    combination, repurchase, or share exchange, or other similar
    corporate transaction or event, affects the Stock such that an
    adjustment is appropriate in order to prevent dilution or
    enlargement of the rights of Grantees under the Plan, then the
    Committee shall make such equitable changes or adjustments as it
    deems necessary or appropriate to any or all of (i) the
    number and kind of shares of Stock or other property (including
    cash) that may thereafter be issued in connection with Awards,
    (ii) the number and kind of shares of Stock or other
    property (including cash) issued or issuable in respect of
    outstanding Awards, (iii) the exercise price, grant price,
    or purchase price relating to any Award; provided, that, with
    respect to ISOs, such adjustment shall be made in accordance
    with Section 424(h) of the Code, (iv) annual award
    limitations set forth in Section 5, and (v) the
    Performance Goals applicable to outstanding Awards.



 


		
	
    6.  
	
    Specific
    Terms of Awards.




 



    (a) General.  The term of each
    Award shall be for such period as may be determined by the
    Committee. Subject to the terms of the Plan and any applicable
    Award Agreement, payments to be made by the Company or a Parent
    or Subsidiary of the Company upon the grant, vesting,
    maturation, or exercise of an Award may be made in such forms as
    the Committee shall determine at the date of grant or
    thereafter, including, without limitation, cash, Stock, or other
    property, and may be made in a single payment or transfer, in
    installments, or on a deferred basis. The Committee may make
    rules relating to installment or deferred payments with respect
    to Awards, including the rate of interest to be credited with
    respect to such payments. In addition to the foregoing, the
    Committee may






    

    5








 







    impose on any Award or the exercise thereof, at the date of
    grant or thereafter, such additional terms and conditions, not
    inconsistent with the provisions of the Plan, as the Committee
    shall determine.



 



    (b) Long Range Incentive Program.
      Under the Long Range Incentive Program, the
    Committee is authorized to grant the Awards described in this
    Section 6(b), under such terms and conditions as deemed by
    the Committee to be consistent with the purposes of the Plan.
    Such Awards may be granted with value and payment contingent
    upon Performance Goals. Except as otherwise set forth herein or
    as may be determined by the Committee, each Award granted under
    the Long Range Incentive Program shall be evidenced by an Award
    Agreement containing such terms and conditions applicable to
    such Award as the Committee shall determine at the date of grant
    or thereafter.



 



    (i) Options.  The Committee is
    authorized to grant Options to Grantees on the following terms
    and conditions:



 



    (a) Type of Award.  The Award
    Agreement evidencing the grant of an Option under the Plan shall
    designate the Option as an ISO or an NQSO.



 



    (b) Exercise Price.  The exercise
    price per share of Stock purchasable under an Option shall be
    determined by the Committee, but, subject to
    Section 6(b)(v), in no event shall the per share exercise
    price of any Option be less than the Fair Market Value of a
    share of Stock on the date of grant of such Option. The exercise
    price for Stock subject to an Option may be paid in cash or by
    an exchange of Stock previously owned by the Grantee for at
    least six months (if acquired from the Company), through a
    “broker cashless exercise” procedure approved by the
    Committee (to the extent permitted by law), or a combination of
    the above, in any case in an amount having a combined value
    equal to such exercise price. An Award Agreement may provide
    that a Grantee may pay all or a portion of the aggregate
    exercise price by having shares of Stock with a Fair Market
    Value on the date of exercise equal to the aggregate exercise
    price withheld by the Company.



 



    (c) Term and Exercisability of
    Options.  The date on which the Committee
    adopts a resolution expressly granting an Option shall be
    considered the day on which such Option is granted. Options
    shall be exercisable over the exercise period (which shall not
    exceed ten years from the date of grant), at such times and upon
    such conditions as the Committee may determine, as reflected in
    the Award Agreement; provided, that the Committee shall have the
    authority to accelerate the exercisability of any outstanding
    Option at such time and under such circumstances as it, in its
    sole discretion, deems appropriate. An Option may be exercised
    to the extent of any or all full shares of Stock as to which the
    Option has become exercisable, by giving written notice of such
    exercise to the Committee or its designated agent.



 



    (d) Termination of Employment.  An
    Option may not be exercised unless the Grantee is then a
    director of, in the employ of, or providing services to, the
    Company or a Parent or Subsidiary of the Company, and unless the
    Grantee has remained continuously so employed, or continuously
    maintained such relationship, since the date of grant of the
    Option; provided, that the Award Agreement may contain
    provisions extending the exercisability of Options, in the event
    of specified terminations of employment or service, to a date
    not later than the expiration date of such Option.



 



    (e) Other Provisions.  Options may
    be subject to such other conditions including, but not limited
    to, restrictions on transferability of the shares acquired upon
    exercise of such Options, as the Committee may prescribe in its
    discretion or as may be required by applicable law.



 



    (ii) SARs.  The Committee is
    authorized to grant SARs to Grantees on the following terms and
    conditions:



 



    (a) In General.  Unless the
    Committee determines otherwise, a SAR (1) granted in tandem
    with an NQSO may be granted at the time of grant of the related
    NQSO or at any time thereafter or (2) granted in tandem
    with an ISO may only be granted at the time of grant of the
    related ISO. A SAR granted in tandem with an Option shall be
    exercisable only to the extent the underlying Option is
    exercisable. Payment of a SAR may be made in cash, Stock, or
    property as specified in the Award or determined by the
    Committee.



 



    (b) Right Conferred.  A SAR shall
    confer on the Grantee a right to receive an amount with respect
    to each share subject thereto, upon exercise thereof, equal to
    the excess of (1) the Fair Market Value of one share of
    Stock on the date of exercise over (2) the grant price of
    the SAR (which in the case of an SAR granted in






    

    6








 







    tandem with an Option shall be equal to the exercise price of
    the underlying Option, and which in the case of any other SAR
    shall be such price as the Committee may determine).



 



    (c) Term and Exercisability of
    SARs.  The date on which the Committee adopts
    a resolution expressly granting a SAR shall be considered the
    day on which such SAR is granted. SARs shall be exercisable over
    the exercise period (which shall not exceed the lesser of ten
    years from the date of grant or, in the case of a tandem SAR,
    the expiration of its related Award), at such times and upon
    such conditions as the Committee may determine, as reflected in
    the Award Agreement; provided, that the Committee shall have the
    authority to accelerate the exercisability of any outstanding
    SAR at such time and under such circumstances as it, in its sole
    discretion, deems appropriate. A SAR may be exercised to the
    extent of any or all full shares of Stock as to which the SAR
    (or, in the case of a tandem SAR, its related Award) has become
    exercisable, by giving written notice of such exercise to the
    Committee or its designated agent.



 



    (d) Termination of Employment.  A
    SAR may not be exercised unless the Grantee is then a director
    of, in the employ of, or providing services to, the Company or a
    Parent or Subsidiary of the Company, and unless the Grantee has
    remained continuously so employed, or continuously maintained
    such relationship, since the date of grant of the SAR; provided,
    that the Award Agreement may contain provisions extending the
    exercisability of the SAR, in the event of specified
    terminations of employment or service, to a date not later than
    the expiration date of such SAR (or, in the case of a tandem
    SAR, its related Award).



 



    (e) Other Provisions.  SARs may be
    subject to such other conditions including, but not limited to,
    restrictions on transferability of the shares acquired upon
    exercise of such SARs, as the Committee may prescribe in its
    discretion or as may be required by applicable law.



 



    (iii) Restricted Stock.  The
    Committee is authorized to grant Restricted Stock to Grantees on
    the following terms and conditions:



 



    (a) Issuance and
    Restrictions.  Restricted Stock shall be
    subject to such restrictions on transferability and other
    restrictions, if any, as the Committee may impose at the date of
    grant or thereafter, which restrictions may lapse separately or
    in combination at such times, under such circumstances, in such
    installments, or otherwise, as the Committee may determine. The
    Committee may place restrictions on Restricted Stock that shall
    lapse, in whole or in part, only upon the attainment of
    Performance Goals. Except to the extent restricted under the
    Award Agreement relating to the Restricted Stock, a Grantee
    granted Restricted Stock shall have all of the rights of a
    stockholder including, without limitation, the right to vote
    Restricted Stock and the right to receive dividends thereon.



 



    (b) Forfeiture.  Upon termination
    of employment with or service to the Company, or upon
    termination of the director or independent contractor
    relationship, as the case may be, during the applicable
    restriction period, Restricted Stock and any accrued but unpaid
    dividends that are then subject to restrictions shall be
    forfeited; provided, that the Committee may provide, by rule or
    regulation or in any Award Agreement, or may determine in any
    individual case, that restrictions or forfeiture conditions
    relating to Restricted Stock will be waived in whole or in part
    in the event of terminations resulting from specified causes,
    and the Committee may in other cases waive in whole or in part
    the forfeiture of Restricted Stock.



 



    (c) Certificates for
    Stock.  Restricted Stock granted under the
    Plan may be evidenced in such manner as the Committee shall
    determine. If certificates representing Restricted Stock are
    registered in the name of the Grantee, such certificates shall
    bear an appropriate legend referring to the terms, conditions,
    and restrictions applicable to such Restricted Stock, and the
    Company shall retain physical possession of the certificate.



 



    (d) Dividends.  Stock distributed
    in connection with a stock split or stock dividend, and cash or
    other property distributed as a dividend, shall be subject to
    restrictions and a risk of forfeiture to the same extent as the
    Restricted Stock with respect to which such Stock or other
    property has been distributed, and shall be settled as the same
    time as the Restricted Stock to which it relates.





    

    7








 







    (iv) Restricted Stock Units.  The
    Committee is authorized to grant Restricted Stock Units to
    Grantees, subject to the following terms and conditions:



 



    (a) Award and Restrictions.
      Delivery of Stock or cash, as determined by the
    Committee, will occur upon expiration of the deferral period
    specified for Restricted Stock Units by the Committee. The
    Committee may place restrictions on Restricted Stock Units that
    shall lapse, in whole or in part, only upon the attainment of
    Performance Goals. The Committee may award dividend equivalents
    relating to Restricted Stock Units on terms and conditions as it
    determines.



 



    (b) Forfeiture.  Upon termination
    of employment with or service to the Company, or upon
    termination of the director or independent contractor
    relationship, as the case may be, during the applicable deferral
    period or portion thereof to which forfeiture conditions apply,
    or upon failure to satisfy any other conditions precedent to the
    delivery of Stock or cash to which such Restricted Stock Units
    relate, all Restricted Stock Units and any accrued but unpaid
    dividend equivalents that are then subject to deferral or
    restriction shall be forfeited; provided, that the Committee may
    provide, by rule or regulation or in any Award Agreement, or may
    determine in any individual case, that restrictions or
    forfeiture conditions relating to Restricted Stock Units will be
    waived in whole or in part in the event of termination resulting
    from specified causes, and the Committee may in other cases
    waive in whole or in part the forfeiture of Restricted Stock
    Units.



 



    (v) Other Stock- or Cash-Based
    Awards.  The Committee is authorized to grant
    Awards to Grantees in the form of Other Stock-Based Awards or
    Other Cash-Based Awards, as deemed by the Committee to be
    consistent with the purposes of the Plan. Awards granted
    pursuant to this paragraph may be granted with value and payment
    contingent upon Performance Goals, so long as such goals relate
    to periods of performance in excess of one calendar year. The
    Committee shall determine the terms and conditions of such
    Awards at the date of grant or thereafter. Performance periods
    under this Section 6(b)(v) may overlap. The maximum value
    of the aggregate payment that any Grantee may receive pursuant
    to this Section 6(b)(v) in respect of any Plan Year is
    $10,000,000. Payments earned hereunder may be decreased or, with
    respect to any Grantee who is not a Covered Employee, increased
    in the sole discretion of the Committee based on such factors as
    it deems appropriate. No such payment shall be made to a Covered
    Employee prior to the certification by the Committee that the
    Performance Goals have been attained. The Committee may
    establish such other rules applicable to the Other Stock- or
    Cash-Based Awards to the extent not inconsistent with
    Section 162(m) of the Code.



 



    (c) Annual Incentive Program.  The
    Committee is authorized to grant Awards to Grantees pursuant to
    the Annual Incentive Program, under such terms and conditions as
    deemed by the Committee to be consistent with the purposes of
    the Plan. Grantees will be selected by the Committee with
    respect to participation for a Plan Year. The maximum value of
    the aggregate payment that any Grantee may receive under the
    Annual Incentive Program in respect of any Plan Year is
    $10,000,000. Payments earned hereunder may be decreased or, with
    respect to any Grantee who is not a Covered Employee, increased
    in the sole discretion of the Committee based on such factors as
    it deems appropriate. No such payment shall be made to a Covered
    Employee prior to the certification by the Committee that the
    Performance Goals relating to Awards hereunder have been
    attained. The Committee may establish such other rules
    applicable to the Annual Incentive Program to the extent not
    inconsistent with Section 162(m) of the Code.



 


		
	
    7.  
	
    Change in
    Control Provisions.




 



    In the event of a Change in Control and subject to any
    applicable Award Agreement, the Committee shall have the
    authority, in its sole discretion, to:



 



    (a) accelerate the vesting, payment or right to exercise of
    any Award effective immediately upon the occurrence of a Change
    in Control; and



 



    (b) cause the restrictions, deferral limitations, payment
    conditions, and forfeiture conditions applicable to any Award
    granted under the Plan to lapse and deem such Awards fully
    vested, and deem any performance conditions imposed with respect
    to Awards to be fully achieved.





    

    8








 






		
	
    8.  
	
    General
    Provisions.




 



    (a) Nontransferability.  Unless
    otherwise provided in an Award Agreement, Awards shall not be
    transferable by a Grantee except by will or the laws of descent
    and distribution and shall be exercisable during the lifetime of
    a Grantee only by such Grantee or his guardian or legal
    representative.



 



    (b) No Right to Continued Employment,
    etc.  Nothing in the Plan or in any Award, any
    Award Agreement or other agreement entered into pursuant hereto
    shall confer upon any Grantee the right to continue in the
    employ of, or to continue as a director of, or to continue to
    provide services to, the Company or any Parent or Subsidiary of
    the Company or to be entitled to any remuneration or benefits
    not set forth in the Plan or such Award Agreement or other
    agreement or to interfere with or limit in any way the right of
    the Company or any such Parent or Subsidiary to terminate such
    Grantee’s employment, or director or independent contractor
    relationship.



 



    (c) Taxes.  The Company or any
    Parent or Subsidiary of the Company is authorized to withhold
    from any Award granted, any payment relating to an Award under
    the Plan, including from a distribution of Stock, or any other
    payment to a Grantee, amounts of withholding and other taxes due
    in connection with any transaction involving an Award, and to
    take such other action as the Committee may deem advisable to
    enable the Company and Grantees to satisfy obligations for the
    payment of withholding taxes and other tax obligations relating
    to any Award. This authority shall include authority to withhold
    or receive Stock or other property and to make cash payments in
    respect thereof in satisfaction of a Grantee’s tax
    obligations. The Committee may provide in the Award Agreement
    that in the event that a Grantee is required to pay any amount
    to be withheld in connection with the issuance of shares of
    Stock in settlement or exercise of an Award, the Grantee may
    satisfy such obligation (in whole or in part) by electing to
    have a portion of the shares of Stock to be received upon
    settlement or exercise of such Award equal to the minimum amount
    required to be withheld.



 



    (d) Stockholder Approval; Amendment and
    Termination.



 



    (i) The Plan shall be effective upon the IPO, provided that
    the Plan has been previously approved by Travelport Limited, the
    Company’s sole stockholder.



 



    (ii) The Board may at any time and from time to time alter,
    amend, suspend, or terminate the Plan in whole or in part;
    provided, however, that unless otherwise determined by the
    Board, an amendment that requires stockholder approval in order
    for the Plan to continue to comply with Section 162(m) or any
    other law, regulation or stock exchange requirement shall not be
    effective unless approved by the requisite vote of stockholders.
    Notwithstanding the foregoing, no amendment to or termination of
    the Plan shall affect adversely any of the rights of any
    Grantee, without such Grantee’s consent, under any Award
    theretofore granted under the Plan.



 



    (e) Expiration of Plan.  Unless
    earlier terminated by the Board pursuant to the provisions of
    the Plan, the Plan shall expire on the tenth anniversary of the
    Effective Date. No Awards shall be granted under the Plan after
    such expiration date. The expiration of the Plan shall not
    affect adversely any of the rights of any Grantee, without such
    Grantee’s consent, under any Award theretofore granted.



 



    (f) Deferrals.  The Committee shall
    have the authority to establish such procedures and programs
    that it deems appropriate to provide Grantees with the ability
    to defer receipt of cash, Stock or other property payable with
    respect to Awards granted under the Plan.



 



    (g) No Rights to Awards; No Stockholder
    Rights.  No Grantee shall have any
    claim to be granted any Award under the Plan, and there is no
    obligation for uniformity of treatment of Grantees. Except as
    provided specifically herein, a Grantee or a transferee of an
    Award shall have no rights as a stockholder with respect to any
    shares covered by the Award until the date of the issuance of a
    stock certificate to him for such shares.



 



    (h) Unfunded Status of Awards.  The
    Plan is intended to constitute an “unfunded” plan for
    incentive and deferred compensation. With respect to any
    payments not yet made to a Grantee pursuant to an Award, nothing






    

    9








 







    contained in the Plan or any Award shall give any such Grantee
    any rights that are greater than those of a general creditor of
    the Company.



 



    (i) No Fractional Shares.  No
    fractional shares of Stock shall be issued or delivered pursuant
    to the Plan or any Award. The Committee shall determine whether
    cash, other Awards, or other property shall be issued or paid in
    lieu of such fractional shares or whether such fractional shares
    or any rights thereto shall be forfeited or otherwise eliminated.



 



    (j) Regulations and Other Approvals.



 



    (i) The obligation of the Company to sell or deliver Stock
    with respect to any Award granted under the Plan shall be
    subject to all applicable laws, rules and regulations, including
    all applicable federal and state securities laws, and the
    obtaining of all such approvals by governmental agencies as may
    be deemed necessary or appropriate by the Committee.



 



    (ii) Each Award is subject to the requirement that, if at
    any time the Committee determines, in its absolute discretion,
    that the listing, registration or qualification of Stock
    issuable pursuant to the Plan is required by any securities
    exchange or under any state or federal law, or the consent or
    approval of any governmental regulatory body is necessary or
    desirable as a condition of, or in connection with, the grant of
    an Award or the issuance of Stock, no such Award shall be
    granted or payment made or Stock issued, in whole or in part,
    unless listing, registration, qualification, consent or approval
    has been effected or obtained free of any conditions not
    acceptable to the Committee.



 



    (iii) In the event that the disposition of Stock acquired
    pursuant to the Plan is not covered by a then-current
    registration statement under the Securities Act and is not
    otherwise exempt from such registration, such Stock shall be
    restricted against transfer to the extent required by the
    Securities Act or regulations thereunder, and the Committee may
    require a Grantee receiving Stock pursuant to the Plan, as a
    condition precedent to receipt of such Stock, to represent to
    the Company in writing that the Stock acquired by such Grantee
    is acquired for investment only and not with a view to
    distribution.



 



    (iv) The Committee may require a Grantee receiving Stock
    pursuant to the Plan, as a condition precedent to receipt of
    such Stock, to enter into a stockholder agreement or
    “lock-up”
    agreement in such form as the Committee shall determine is
    necessary or desirable to further the Company’s interests.



 



    (k) Governing Law.  The Plan and
    all determinations made and actions taken pursuant hereto shall
    be governed by the laws of the State of Delaware without giving
    effect to the conflict of laws principles thereof.



 



    (l) Tax Laws.  Awards under the
    Plan are intended to comply with Code Section 409A and all
    Awards shall be interpreted in accordance with Code
    Section 409A and Department of Treasury regulations and
    other interpretive guidance issued thereunder, including without
    limitation any such regulations or other guidance that may be
    issued after the effective date of the Plan. Notwithstanding any
    provision of the Plan or any Agreement to the contrary, in the
    event that the Committee determines that any Award may or does
    not comply with Code Section 409A, the Company may adopt
    such amendments to the Plan and the affected Award (without
    Participant consent) or adopt other policies and procedures
    (including amendments, policies and procedures with retroactive
    effect), or take any other actions, that the Committee
    determines are necessary or appropriate to (i) exempt the
    Plan and any Award from the application of Code
    Section 409A
    and/or
    preserve the intended tax treatment of the benefits provided
    with respect to Award, or (ii) comply with the requirements
    of Code Section 409A.





    

    10