exv10w3






Exhibit 10.3




PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS PEFRORMANCE-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 any employment agreement entered into
between the Company and Employee, provided that if no such employment agreement exists or
such term is not defined, then “Cause” shall mean (A) Employee’s failure substantially to
perform Employee’s duties to the Company (other than as a result of total or partial incapacity due
to Disability) for a period of 10 days following receipt of written notice from the Company by
Employee of such failure; provided that it is understood that this clause (A) shall not
apply if the Company terminates Employee’s employment because of dissatisfaction with actions taken
by Employee in the good faith performance of Employee’s duties to the Company, (B) theft or
embezzlement of property of the Company or dishonesty in the performance of Employee’s duties to
the Company, (C) an act or acts on Employee’s part constituting (x) a felony under the laws of the
United States or any state thereof or (y) a crime involving moral turpitude, (D) Employee’s willful
malfeasance or willful misconduct in connection with Employee’s duties or any act or omission which
is materially injurious to the



 









 




financial condition or business reputation of the Company, or (E) Employee’s breach of the
provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to
with the Company, including pursuant to this Agreement and pursuant to any employment agreement.




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



     “Company” has the meaning specified in the Recitals.



     “Disability” shall have the meaning assigned such term in any employment agreement entered
into between the Company and Employee, provided that if no such employment agreement exists
or such term is not defined, then “Disability” shall mean Employee shall have become
physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive
months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to
perform Employee’s duties under Employee’s employment. Any question as to the existence of the
Disability of Employee as to which Employee and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to Employee and the Company. If
Employee and the Company cannot agree as to a qualified independent physician, each shall appoint
such a physician and those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and Employee shall be
final and conclusive for all purposes of this Agreement and any other agreement between the Company
and Employee that incorporates the definition of “Disability”.



     “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.



     “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 determined by the Board in good faith) 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.



2









 





SECTION 3




TERMS OF RESTRICTED STOCK UNITS



     3.1. Vesting Schedule.



          (a) Subject to the provisions of this Agreement, the Plan and the achievement of any
Performance Goal as determined by the Committee regarding the RSUs granted hereunder,
                     of the RSUs shall vest on each of the                     
anniversaries of the Grant Date; provided, however, that no vesting shall occur
after the termination of Employee’s employment with the Company for any reason, and any unvested
RSUs shall be immediately cancelled by the Company without consideration after termination of
Employee’s employment with the Company for any reason.




          (b) Notwithstanding any other provision of this Agreement, if, following a Change in Control,
Employee’s employment with the Company is terminated without Cause or Employee resigns from the
Company due to a Constructive Termination, then the RSUs shall become fully and immediately vested
as of the date of such termination or resignation. A “Constructive Termination” shall be deemed to
have occurred upon (a) any material reduction in Employee’s base salary or target bonus (excluding
any change in value of equity incentives or a reduction affecting substantially all
similarly-situated executives), (b) the failure of the Company to pay compensation or benefits when
due, (c) the primary business office for Employee being relocated by more than fifty (50) miles or
(d) a material and sustained diminution to Employee’s duties and responsibilities as of the Grant
Date; provided, however, that the foregoing events shall constitute a Constructive
Termination only if the Company fails to cure such event within thirty (30) days after receipt by
the Board from Employee of written notice of the event which constitutes a Constructive
Termination; and provided, further, that a Constructive Termination shall cease to
exist for an event on the 60th day following the later of its occurrence or Employee’s knowledge of
such occurrence, unless Employee has given the Company written notice of such occurrence prior to
such 60th day.




          (c) Notwithstanding the foregoing, upon any termination of Employee’s employment by the
Company without Cause, the RSUs which would have become vested had Employee remained employed by
the Company through one (1) year from the date of such termination shall become immediately vested
as of the date of such termination.




          (d) Subject to the resolutions adopted by the Committee in setting any Performance Goal, the
Board may determine at any time before the RSUs expire or terminate that any or all of the RSUs
shall become vested at any time.




     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



3









 




and conditions applicable to the RSUs originally awarded hereunder, including, without
limitation, for purposes of vesting and forfeiture and crediting of additional dividend
equivalents.




     3.3. Termination of Employment. Subject to Section 3.1(c), 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 may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of or encumbered, other than by will or the laws of
inheritance following Employee’s death.



     3.5. Forfeiture. Notwithstanding anything herein to the contrary, if the Board
determines in good faith that Employee has (i) willfully engaged in misconduct that is materially
and demonstrably injurious to the Company; (ii) willfully and knowingly participated in the
preparation or release of false or materially misleading financial statements relating to the
Company’s operations and financial condition; (iii) committed a willful act of fraud, embezzlement
or misappropriation of any money or properties of the Company or breach of fiduciary duty against
the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition
or confidentiality covenants for the benefit of the Company applicable to Employee (including,
without limitation, the covenants set forth in Section 4 below) during Employee’s employment or
following termination of Employee’s employment, then:



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




          (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within
five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within
three (3) years prior to the date of Board determination of (iv) above,




          (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the
date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the
date of Board determination of (iv) above and then held by Employee shall be forfeited and returned
to Orbitz without consideration, and




          (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the
vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or
(iii) above or within three (3) years prior to the date of Board determination of (iv) above,
Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other
disposition, or (y) the fair market value (as determined by the Board in good faith) of such Shares
as of the date of such Board determination.




4









 





SECTION 4




NON-COMPETITION AND CONFIDENTIALITY



     4.1. Non-Competition. 



          (a) From the date hereof while employed by the Company and for a two-year period following the
date Employee ceases to be employed by the Company (the “Restricted Period”), irrespective of the
cause, manner or time of any termination, Employee shall not use his or her status with the Company
to obtain loans, goods or services from another organization on terms that would not be available
to him or her in the absence of his or her relationship to the Company.




          (b) During the Restricted Period, Employee shall not make any statements or perform any acts
intended to or which may have the effect of advancing the interest of any Competitors of the
Company or in any way injuring the interests of the Company and the Company shall not make or
authorize any person to make any statement that would in any way injure the personal or business
reputation or interests of Employee; provided, however, that, subject to Section
4.2, nothing herein shall preclude the Company or Employee from giving truthful testimony under
oath in response to a subpoena or other lawful process or truthful answers in response to questions
from a government investigation; provided, further, however, that nothing
herein shall prohibit the Company from disclosing the fact of any termination of Employee’s
employment or the circumstances for such a termination. For purposes of this Section 4.1(b), the
term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in,
at any time during the Restricted Period, any activity that competes with the businesses conducted
during or at the termination of Employee’s employment, or then proposed to be conducted, by the
Company in a manner that is or would be material in relation to the businesses of the Company or
the prospects for the businesses of the Company (in each case, within 100 miles of any geographical
area where the Company manufactures, produces, sells, leases, rents, licenses or otherwise provides
its products or services). During the Restricted Period, Employee, without prior express written
approval by the Company, shall not (A) engage in, or directly or indirectly (whether for
compensation or otherwise) manage, operate, or control, or join or participate in the management,
operation or control of a Competitor, in any capacity (whether as an employee, officer, director,
partner, consultant, agent, advisor, or otherwise), (B) develop, expand or promote, or assist in
the development, expansion or promotion of, any division of an enterprise or the business intended
to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a
Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company.
Employee acknowledges that the Company’s businesses are conducted nationally and internationally
and agrees that the provisions in the foregoing sentence shall operate throughout the United States
and the world (subject to the definition of “Competitor”).




          (c) During the Restricted Period, Employee, without express prior written approval from the
Company, shall not solicit any of the then current Clients of the Company or any potential Clients
of the Company with whom Employee has had dealings or learned confidential information within the
six (6) months prior to the date Employee ceases to be employed by the Company for any existing
business of the Company or discuss with any




5









 




employee of the Company information or operations of any business intended to compete with the
Company. For purposes of this Section 4.1(c), the term “Clients” means suppliers and corporate
clients including but not limited to airlines, hotels and companies with corporate accounts with
the Company, but shall not include individual “end-users” or ultimate individual consumers of the
Company’s services.




          (d) During the Restricted Period, Employee shall not interfere with the employees or affairs
of the Company or solicit or induce any person who is an employee of the Company to terminate any
relationship such person may have with the Company, nor shall Employee during such period directly
or indirectly engage, employ or compensate, or cause or permit any person or entity with which
Employee may be affiliated, to engage, employ or compensate, any employee of the Company .




          (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or
other ownership, whether through stock holding or otherwise, of an interest in a business, firm or
entity; provided that ownership of less than 5% of any class of equity interest in a
publicly held company shall not be deemed a Proprietary Interest.




          (f) From the date hereof while employed by the Company and thereafter, Employee shall not make
any disparaging or defamatory comments regarding the Company or, after termination of his or her
employment relationship with the Company, make any comments concerning any aspect of the
termination of their relationship. The obligations of Employee under this paragraph shall not
apply to disclosures required by applicable law, regulation or order of any court or governmental
agency.




          (g) From the date hereof while employed by the Company and thereafter, upon the Company’s
reasonable request, Employee will use reasonable efforts to assist and cooperate with the Company
in connection with the defense or prosecution of any claim that may be made against or by the
Company or its affiliates arising out of events occurring during the term of Employee’s employment,
or in connection with any ongoing or future investigation or dispute or claim of any kind involving
the Company, including any proceeding before any arbitral, administrative, regulatory,
self-regulatory, judicial, legislative, or other body or agency. Employee will be entitled to
reimbursement for reasonable out-of-pocket expenses (including travel expenses) incurred in
connection with providing such assistance.




          (h) The period of time during which the provisions of this Section 4.1 shall be in effect
shall be extended by the length of time during which Employee is in breach of the terms hereof as
determined by any court of competent jurisdiction on the Company’s application for injunctive
relief.




          (i) Employee agrees that the restrictions contained in this Section 4.1 are an essential
element of the compensation Employee is granted hereunder and but for Employee’s agreement to
comply with such restrictions, Orbitz would not have entered into this Agreement.




          (j) It is expressly understood and agreed that although Employee and the Company consider the
restrictions contained in this Section 4.1 to be reasonable, if a final judicial determination is
made by a court of competent jurisdiction that the time or territory or




6









 




any other restriction contained in this Agreement is an unenforceable restriction against
Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended
to apply as to such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.




     4.2. Confidentiality.



          (a) Employee will not at any time (whether during or after Employee’s employment with the
Company) (x) retain or use for the benefit, purposes or account of Employee or any other person or
entity; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any
person or entity outside the Company (other than its professional advisers who are bound by
confidentiality obligations), any non-public, proprietary or confidential information (including
without limitation trade secrets, know-how, research and development, software, databases,
inventions, processes, formulae, technology, designs and other intellectual property, information
concerning finances, investments, profits, pricing, costs, products, services, vendors, customers,
clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and approvals) concerning the past,
current or future business, activities and operations of the Company and/or any third party that
has disclosed or provided any of same to the Company on a confidential basis (collectively,
“Confidential Information”) without the prior written authorization of the Company.




          (b) The term “Confidential Information” shall not include any information that is (i)
generally known to the industry or the public other than as a result of Employee’s breach of this
covenant or any breach of other confidentiality obligations by third parties; (ii) made
legitimately available to Employee by a third party without breach of any confidentiality
obligation; or (iii) required by law to be disclosed; provided that Employee shall give
prompt written notice to the Company of such requirement, disclose no more information than is so
required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a
protective order or similar treatment.




          (c) Except as required by law, Employee will not disclose to anyone, other than Employee’s
immediate family and legal or financial advisors, the existence or contents of this Agreement
(unless this Agreement shall be publicly available as a result of a regulatory filing made by the
Company); provided that Employee may disclose to any prospective future employer the
provisions of Section 4 of this Agreement so long as it agrees to maintain the confidentiality of
such provisions.




          (d) Upon termination of Employee’s employment with the Company for any reason, Employee shall
(x) cease and not thereafter commence use of any Confidential Information or intellectual property
(including without limitation, any patent, invention, copyright, trade secret, trademark, trade
name, logo, domain name or other source indicator) owned or used by the Company; (y) immediately
destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any
form or medium (including memoranda,




7









 




books, papers, plans, computer files, letters and other data) in Employee’s possession or
control (including any of the foregoing stored or located in Employee’s office, home, laptop or
other computer, whether or not Company property) that contain Confidential Information or otherwise
relate to the business of the Company, except that Employee may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential Information; and (z)
notify and fully cooperate with the Company regarding the delivery or destruction of any other
Confidential Information of which Employee is or becomes aware.




     4.3. Intellectual Property.



          (a) If Employee has created, invented, designed, developed, contributed to or improved any
works of authorship, inventions, intellectual property, materials, documents or other work product
(including without limitation, research, reports, software, databases, systems, applications,
presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with
third parties, prior to Employee’s employment by the Company, that are relevant to or implicated by
such employment (“Prior Works”), Employee hereby grants the Company a perpetual, non-exclusive,
royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual
property rights (including rights under patent, industrial property, copyright, trademark, trade
secret, unfair competition and related laws) therein for all purposes in connection with the
Company’s current and future business.




          (b) If Employee creates, invents, designs, develops, contributes to or improves any Works,
either alone or with third parties, at any time during Employee’s employment by the Company and
within the scope of such employment and/or with the use of any the Company resources (“Company
Works”), Employee shall promptly and fully disclose same to the Company and hereby irrevocably
assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and
intellectual property rights therein (including rights under patent, industrial property,
copyright, trademark, trade secret, unfair competition and related laws) to the Company to the
extent ownership of any such rights does not vest originally in the Company.




          (c) Employee agrees to keep and maintain adequate and current written records (in the form of
notes, sketches, drawings, and any other form or media requested by the Company) of all Company
Works. The records will be available to and remain the sole property and intellectual property of
the Company at all times.




          (d) Employee shall take all requested actions and execute all requested documents (including
any licenses or assignments required by a government contract) at the Company’s expense (but
without further remuneration) to assist the Company in validating, maintaining, protecting,
enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior
Works and Company Works. If the Company is unable for any other reason to secure Employee’s
signature on any document for this purpose, then Employee hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney
in fact, to act for and in Employee’s behalf and stead to execute any documents and to do all other
lawfully permitted acts in connection with the foregoing.




8









 





          (e) Employee shall not improperly use for the benefit of, bring to any premises of, divulge,
disclose, communicate, reveal, transfer or provide access to, or share with the Company any
confidential, proprietary or non-public information or intellectual property relating to a former
employer or other third party without the prior written permission of such third party. Employee
hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors,
partners, employees, agents and representatives from any breach of the foregoing covenant.
Employee shall comply with all relevant policies and guidelines of the Company, including regarding
the protection of confidential information and intellectual property and potential conflicts of
interest. Employee acknowledges that the Company may amend any such policies and guidelines from
time to time, and that Employee remains at all times bound by their most current version.




     4.4. Specific Performance. Employee acknowledges and agrees that Orbitz’s remedies at
law for a breach or threatened breach of any of the provisions of this Section 4 would be
inadequate and Orbitz would suffer irreparable damages as a result of such breach or threatened
breach. In recognition of this fact, Employee agrees that, in the event of such a breach or
threatened breach, in addition to any remedies at law, Orbitz, without posting any bond, shall be
entitled to cease making any payments or providing any benefit otherwise required by this Agreement
and obtain equitable relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then be available.
Without limiting the generality of the foregoing, neither party shall oppose any motion the other
party may make for any expedited discovery or hearing in connection with any alleged breach of this
Section 4.



     4.5. Survival. The provisions of this Section 4 shall survive the termination of
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 any tax liability that may arise as a result of the transactions 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.



     5.2. Compliance with IRC Section 409A. Notwithstanding anything herein to the
contrary, (i) if at the time Employee is a “specified employee” as defined in Section 409A of the
Internal Revenue Code (“Section 409A”) and the deferral of the commencement of any payments or
benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional
tax under Section 409A, then Orbitz will defer the commencement of the payment of any such payments
or benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to Employee) until the date that is six months



9









 




following Employee’s separation from service with the Company (or the earliest date as is
permitted under Section 409A) and (ii) if any other payments of money or other benefits due to
Employee hereunder could cause the application of an accelerated or additional tax under Section
409A, such payments or other benefits shall be deferred if deferral will make such payment or other
benefits compliant under Section 409A, or otherwise such payment or other benefits shall be
restructured, to the extent possible, in a manner, determined by Orbitz, that does not cause such
an accelerated or additional tax. Orbitz shall consult with Employee in good faith regarding the
implementation of the provisions of this Section 5.2; provided that neither the Company nor
any of its employees or representatives shall have any liability to Employee with respect thereto.




     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 any Shares subject to the RSUs until such
person has become a holder of record of any 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
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




10









 




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 each of the parties hereto.



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



     5.10. CONSENT TO JURISDICTION.



          (a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ALL STATE AND
FEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO
WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE 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.



11









 





     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:


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; Acknowledgment. The Plan is 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. In the event of any inconsistency between the Plan and this



12









 




Agreement, the provisions of the Plan 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 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.




13









 





     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:	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Telephone No.	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	Fax No.	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	WWID No.:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of RSUs: [                    ]	 	 


















 








Exhibit A – 2007 Equity and Incentive Plan


(Distributed Separately)