exv10w2






Exhibit 10.2




PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of
                     , 20___(the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware
corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto
(“Employee”).



RECITALS




     Orbitz has adopted the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (as may be
amended from time to time, the “Plan”), a copy of which is attached hereto as Exhibit A.



     In connection with Employee’s employment by Orbitz or one of its subsidiaries (collectively,
the “Company”), Orbitz intends concurrently herewith to grant the RSUs (as defined below) to
Employee.



     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 the employment agreement entered into
between Orbitz and Employee, dated January 6, 2009 (the “Employment Agreement”).



     “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and
the rules, regulations and guidance promulgated thereunder.



     “Committee” shall mean the Compensation Committee of the Board.



     “Company” has the meaning specified in the Recitals.



     “Constructive Termination” shall have the meaning set forth in the Employment Agreement.



 









 





     “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, by
Travelport 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 Grant
Date,                      restricted stock units (the “RSUs”). Each RSU granted hereunder shall
represent 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 defined in the Plan) of one Share as of the date of vesting (and, as
provided herein, distributions thereon). Employee shall have no further rights with respect to any
RSU that is paid in Shares or cash, or that is forfeited or terminates pursuant to this Agreement
or the Plan.



SECTION 3




TERMS OF RESTRICTED STOCK UNITS



     3.1. Vesting Schedule.



          (a) Subject to the provisions of this Agreement, the Plan, the achievement of any Performance
Goal as determined by the Committee regarding the RSUs granted hereunder and Employee’s continued
employment with the Company on the applicable vesting dates, 25% of the RSUs (rounded up to the
next 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 in
Section 3 below, no vesting shall occur in connection with or after the termination of Employee’s
employment with the Company for any reason, and any unvested RSUs shall be immediately canceled by
the Company without consideration after termination of Employee’s employment with the Company for
any reason.




          Subject to Section 5.2, settlement of vested RSUs (after giving effect to the accelerated
vesting provisions below in Section 3) shall occur on the applicable Normal Vesting Date or, if the
Employee’s “separation from service” within the meaning of Code Section 409A




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described in Section 3.1 below occurs earlier than an applicable Normal Vesting Date, on the
90th calendar day following such separation.




          (b) Notwithstanding any other provision of this Agreement, in the event Employee’s employment
with the Company is terminated without Cause, or Employee resigns from the Company as a result of a
Constructive Termination, and such termination or resignation is in connection with, or within
twenty-four (24) months following a Change in Control or Employee’s employment is terminated by the
Company without Cause or if Employee resigns as a result of a Constructive Termination and a Change
in Control is consummated within ninety (90) days following such termination of employment or
resignation and such termination of employment or resignation as a result of a Constructive
Termination is in contemplation of a Change in Control, then, subject to Employee’s execution and
delivery of a separation and release agreement that is no longer subject to revocation under
applicable law, substantially in the form attached hereto as Exhibit B (the “General
Release”) and compliance with all terms and conditions contained herein, then the RSUs shall fully
vest as of the date of such termination or resignation and, subject to Section 5.2, shall be
settled on the 90th calendar day following the Employee’s “separation from service” within the
meaning of Code Section 409A.




          (c) Notwithstanding the foregoing, in the event Employee’s employment is terminated by the
Company without Cause or for Disability, terminates as a result of Employee’s death, or if Employee
resigns as a result of a Constructive Termination, subject to, except in the case of death or
Disability, Employee’s execution and delivery of the General Release, a number of previously
unvested RSUs shall vest equal to the lesser of (i) the remaining number of unvested RSUs pursuant
to this Agreement or (ii) 37.5% of the total RSUs granted pursuant to this agreement and, subject
to 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 Employment
Agreement following the Reacquisition, then, subject to Employee’s execution and delivery of the
General Release, a number of previously unvested RSUs shall vest equal to the number of RSUs that
would have vested in the twelve (12)-month period following such termination if Employee had
remained in employment and, subject to 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.




          (e) Notwithstanding the foregoing, if Executive’s employment is terminated by the Company
without Cause, or if Executive resigns as a result of a Constructive Termination (other than the
diminution of duties or responsibilities directly resulting from the Reacquisition and the Company
becoming a non-publicly traded subsidiary of Travelport Limited), and such termination or
resignation is in connection with, or within twelve (12) months following the Reacquisition or
Executive’s employment is terminated by the Company without Cause or if Executive resigns as a
result of a Constructive Termination and the Reacquisition occurs within ninety (90) days following
such termination of employment or resignation and such termination of employment or resignation is
in contemplation of the Reacquisition, then, subject to Executive’s execution and delivery of the
General Release and compliance with all terms and conditions contained herein, then the RSUs shall
fully vest as of the date of such termination or




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resignation and, subject to Section 5.2, shall be settled on the 90th calendar day following
the Employee’s “separation from service” within the meaning of Code Section 409A.




          (f) Subject to the resolutions adopted by the Committee in setting any Performance Goal, the
Board may determine at any time before the RSUs terminate that the RSUs or any portion thereof
shall vest at any time. In the event of such accelerated vesting, such vested RSUs shall be
settled on the Normal Vesting Dates (as if vesting had not been accelerated) or, if the Employee’s
“separation from service” within the meaning of Code Section 409A occurs earlier than an applicable
Normal Vesting Date, on the 90th calendar day following such separation.




     3.2. Dividends. Employee shall be entitled to be credited with dividend equivalents
with respect to the RSUs, calculated as follows: on each date that a cash dividend is paid by
Orbitz while the RSUs are outstanding, Employee shall be credited with an additional number of RSUs
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 RSUs had the RSUs been issued as Shares. The
additional RSUs credited under this Section shall be subject to the same terms and conditions
applicable to the RSUs originally awarded hereunder, including, without limitation, for purposes of
vesting, settlement and forfeiture and crediting of additional dividend equivalents.



     3.3. Termination of Employment. Subject to Section 3.1, if Employee’s employment with
the Company terminates for any reason, the RSUs, to the extent not then vested, shall be
immediately canceled by the Company without consideration.



     3.4. Limited Transferability. The RSUs shall be neither transferable nor assignable
by 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 the
beneficiary or beneficiaries of the RSUs, in which case the RSUs shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries upon Employee’s
death while holding the RSUs. Such beneficiary or beneficiaries shall take the transferred RSUs
subject 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 such
termination for Cause is based on Employee’s willful misconduct involving a financial matter of the
Company, including, without limitation, Employee purposefully or knowingly making a false
certification to the Company pertaining to its financial statements, (Y) of Employee’s material
breach 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 Board
may determine in good faith that:



          (i) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without
consideration,




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          (ii) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU
within two (2) years prior to (x) such termination of employment for Cause or (y) such breach, as
applicable,




          (iii) any Shares acquired pursuant to the vesting of any RSU within two (2) years prior to the
date of Board determination of (X), (Y), or (Z) above and then held by Employee shall be forfeited
and returned to Orbitz without consideration, and




          (iv) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the
vesting 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 to
Section 9(a) of the Employment Agreement and such termination for Cause is based on conduct other
than Employee’s willful misconduct involving a financial matter of the Company, the Board may
determine in good faith that the provisions of Section 3.5(i) through (iv) shall apply to the
extent 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 Sections
10 and 11 of the Employment Agreement (which are incorporated by reference hereby) and acknowledges
that Employee’s obligations set forth in Sections 10 and 11 of the Employment Agreement constitute
a material inducement for the Company’s grant of the RSUs to Employee. The provisions of this
Section 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 relying
solely on his or her own tax advisors and not on any statements or representations of the Company
or any of its agents. Employee understands that he or she (and not Orbitz) shall be responsible
for all tax liability that shall arise as a result of the settlement of RSUs contemplated by this
Agreement. Orbitz’s obligations under this Agreement shall be subject to all applicable tax and
other withholding requirements, and Orbitz 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 Employee
(including by withholding shares).



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     5.2. Compliance with IRC Section 409A.



          (a) The intent of the parties is that payments under this Agreement comply with or be exempt
from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith.




          (b) If Employee notifies the Company (with specificity as to the reason therefor) that
Employee believes that any provision of this Agreement would cause Employee to incur any
additional tax or interest under Code Section 409A and the Company concurs with such belief or the
Company (without any obligation whatsoever to do so) independently makes such determination, the
Company shall, after consulting with Employee, reform such provision to try to comply with Code
Section 409A through good faith modifications to the minimum extent reasonably appropriate to
conform with Code Section 409A. To the extent that any provision hereof is modified in order to
comply with or be exempt from Code Section 409A, such modification shall be made in good faith and
shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit
to Employee and the Company of the applicable provision without violating the provisions of Code
Section 409A.




          (c) Notwithstanding anything herein to the contrary, if at the time of Employee’s separation
from service (within the meaning of Code Section 409A) Employee is a “specified employee” as
defined in Code Section 409A and the deferral of the commencement of any payments otherwise payable
hereunder as a result of such separation is necessary under Code Section 409A(a)(2)(B)(i) in order
to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer
the commencement of the payment of any such payments hereunder (without any reduction in such
payments ultimately paid or provided to Employee) until the date that is six (6) months following
Employee’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 to
this Section 5.2 (whether they would have otherwise been payable in a single lump sum or in
installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum on
the first business day after the end of the Delay Period, and any remaining payments due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them
herein.




          (d) A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a “separation from service” within the
meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to 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 the
right to continue in the employ of the Company, entitles Employee 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 Employee’s employment.



     5.4. Stockholder Rights. Employee shall not have any stockholder rights (including
the right to distributions or dividends) with respect to the Shares subject to the RSUs until



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Employee has become a holder of record of the Shares issued upon vesting; provided
that Employee 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 in
Section 5 of the Plan.



     5.6. Calculation of Benefits. Neither the RSUs nor any Shares issued pursuant to the
vesting of the RSUs 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 Employee 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 Employee may receive or derive from this Agreement
will not be considered as salary for calculating any severance payment that may be payable 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 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 Orbitz and
Employee 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 Orbitz and Employee.



     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




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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 and
mailed first class, registered or certified mail, postage prepaid, as set forth below:



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          If to Orbitz, addressed to:



Orbitz Worldwide, Inc.

Legal Department

500 W. Madison Street

Chicago, Illinois 60661

Attention: General Counsel

Fax: (312) 894-4856




          If to Employee, 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 and Employment Agreement; Acknowledgment. The Plan and
Employment Agreement are hereby incorporated herein by reference and made a part hereof, and the
RSUs and this Agreement are subject to all terms and conditions of the Plan and the Employment
Agreement. In the event of any inconsistency between the Plan or the Employment Agreement and this
Agreement, the provisions of the Plan or Employment Agreement shall govern. By signing this
Agreement, Employee acknowledges having received and read a copy of the Plan.



     5.17. Consent. In the course of Employee’s employment with the Company, the Company
may obtain or have access to certain information about Employee and Employee’s employment with the
Company, such as information about Employee’s job, appraisals, performance, health, compensation,
benefits, training, absence, education, contact details, disabilities, social security number (or
equivalent) and information obtained from references or background checks (collectively, “Personal
Information”). The Company will use Personal Information in connection with Employee’s employment
with the Company, to provide Employee 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 Employee’s Personal Information in a country or continent outside the country where
Employee



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works or lives, and may also transfer Employee’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 Employee works or lives).
The Company may also disclose Employee’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 Employee’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 Employee. By signing below, Employee 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.




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     IN WITNESS WHEREOF, Orbitz and Employee have executed this Agreement as of the day and year
first written above.



	 	 	 	 	 	 	 

	 	 	ORBITZ WORLDWIDE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name: Barnaby Harford	 	 
	 
	 	 	 	 	 	 
	 	 	Number of RSUs:                     	 	 







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