Exhibit 10.2


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (“Agreement”) is
made as of
                ,
20     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 (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 any Company by Employee of such failure; provided that it is
understood that this clause (A) shall not apply if a 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 its affiliates, 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.](1)


 


“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”.](2)


 


“Employee” has the meaning specified in the Preamble.


 


“Grant Date” means the date hereof.


 


“Orbitz”
has the meaning specified in the Preamble.


 


“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 


 






(1) Only include for SVP and above.


(2) Only include for SVP and above.


 


2

















 


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 and the Plan, 25% of the RSUs shall vest on the first, second, third
and fourth anniversary 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 the foregoing, the
RSUs shall become fully vested immediately prior to a Change in Control.](3) 
[The RSUs shall be treated in accordance with the provisions of Section 7
of the Plan in the event of a Change in Control.](4)


 


(c)           [Notwithstanding the foregoing, upon
any termination of Employee’s employment with the Company by the Company
without Cause, the RSUs which would have become vested had the Employee
remained employed by the Company through one year from the date of such
termination shall become immediately vested as of the date of such
termination.](5)


 


(d)           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
the Company 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 and forfeiture and crediting of additional
dividend equivalents.


 






(3) Full and automatic accelerated
vesting for SVP and above.


(4) Accelerated vesting at discretion of
Board for levels below SVP.


(5) One year forward vesting for SVP and
above.


 


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3.3.          Termination of Employment.  [Subject to Section 3.1(c)],(6) 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 which is materially and
demonstrably injurious to the Company; (ii) willfully and knowingly
participated in the preparation or release of false or materially misleading
financial statements relating to the Company’s operations and financial
condition; (iii) committed a willful act of fraud, embezzlement or
misappropriation of any money or properties of the Company or breach of
fiduciary duty against the Company that has a material adverse effect on the
Company; or (iv) breached any noncompetition or confidentiality covenants
for the benefit of the Company applicable to 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 the Company without consideration,


 


(b)           Employee shall repay to the Company
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 the Company 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 the Company the greater of (x) any proceeds received
from such sale or other disposition, or (y) the fair market value (as
determined by the Board in good faith) of such Shares as of the date of Board
determination of misconduct or breach.


 






(6) Insert for SVP and above.


 


4

















 


SECTION 4


 


NON-COMPETITION AND
CONFIDENTIALITY


 


4.1.          Non-Competition.


 


(a)           From the date hereof while employed
by the Company and for a one-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 any of its affiliates or in any way injuring the interests of the Company or
any of its affiliates and the Company and its affiliates shall not make or
authorize any person to make any statement that would in any way injure the
personal or business reputation or interests of Employee; provided, however,
that, subject to Section 4.2, nothing herein shall preclude the Company
and its affiliates 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 and its affiliates 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 and its affiliates in a manner that is or would be
material in relation to the businesses of the Company or the prospects for the
businesses of the Company (in each case, within 100 miles of any geographical
area where the Company or its affiliates manufactures, produces, sells, leases,
rents, licenses or otherwise provides its products or services).  During the Restricted Period, Employee,
without prior express written approval by the Board, shall not (A) engage
in, or directly or indirectly (whether for compensation or otherwise) manage,
operate, or control, or join or participate in the management, operation or
control of a Competitor, in any capacity (whether as an employee, officer,
director, partner, consultant, agent, advisor, or otherwise), (B) develop,
expand or promote, or assist in the development, expansion or promotion of, any
division of an enterprise or the business intended to become a Competitor at
any time after the end of the Restricted Period or (C) own or hold a
Proprietary Interest in, or directly furnish any capital to, any Competitor of
the Company.  Employee acknowledges that
the Company’s and its affiliates businesses are conducted nationally and
internationally and agrees that the provisions in the foregoing sentence shall
operate throughout the United States and the world (subject to the definition
of “Competitor”).


 


(c)           During the Restricted Period,
Employee, without express prior written approval from the Board, shall not
solicit any of the then current Clients of the Company or any of its affiliates
or potential Clients of the Company or any of its affiliates with
whom 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 any of its
affiliates or discuss with any employee of the Company or any of its affiliates
information or operations of any business intended to compete with the Company
or any of its affiliates.  For purposes
of this Section 4.1(c), the term “Client”
means suppliers and corporate clients including but not limited to airlines,
hotels and companies with corporate accounts with 


 


5

















 


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
any of its affiliates or solicit or induce any person who is an employee of the
Company or any of its affiliates to terminate any relationship such person may
have with the Company or any of its affiliates, nor shall Employee during such
period directly or indirectly engage, employ or compensate, or cause or permit
any Person with which Employee may be affiliated, to engage, employ or
compensate, any employee of the Company or any of its affiliates.


 


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


 


(f)            From the date hereof while employed
by the Company and thereafter, 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 Employee’s employment, or in connection with any ongoing or future
investigation or dispute or claim of any kind involving the Company or its
affiliates, including any proceeding before any arbitral, administrative,
regulatory, self-regulatory, judicial, legislative, or other body or
agency.  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, the Company 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 any other restriction contained in this Agreement is an
unenforceable restriction against 


 


6

















 


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
(y) disclose, divulge, reveal, communicate, share, transfer or provide
access to any Person outside the Company (other than its professional advisers
who are bound by confidentiality obligations), any non-public, proprietary or
confidential information (including without limitation trade secrets, know-how,
research and development, software, databases, inventions, processes, formulae,
technology, designs and other intellectual property, information concerning
finances, investments, profits, pricing, costs, products, services, vendors,
customers, clients, partners, investors, personnel, compensation, recruiting,
training, advertising, sales, marketing, promotions, government and regulatory
activities and approvals) concerning the past, current or future business,
activities and operations of the Company or its affiliates and/or any third
party that has disclosed or provided any of same to the Company on a
confidential basis (“Confidential Information”)
without the prior written authorization of the Board.


 


(b)           “Confidential Information” shall not
include any information that is (i) generally known to the industry or the
public other than as a result of 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 or its affiliates); provided that
Employee may disclose to any prospective future employer the provisions of Section 4
of this Agreement provided they agree to maintain the confidentiality of such
terms.


 


(d)           Upon
termination of 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 or its affiliates; (y) immediately
destroy, delete, or return to the Company, at the Company’s option, all
originals and copies in any form or medium (including memoranda, books, papers,
plans, computer files, letters and other data) in Employee’s 


 


7

















 


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 and its
affiliates, 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.


 


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(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 the
Company’s remedies at law for a breach or threatened breach of any of the
provisions of this Section 4 would be inadequate and the Company would
suffer irreparable damages as a result of such breach or threatened
breach.  In recognition of this fact,
Employee agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, the Company, without posting any bond, shall
be entitled to cease making any payments or providing any benefit otherwise
required 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 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 the Company) shall be responsible for any tax liability that
may arise as a result of the transactions contemplated by this Agreement.  The Company’s obligations under this
Agreement shall be subject to all applicable tax and other withholding
requirements, and the Company shall, to the extent permitted by law, have the
right to deduct any withholding amounts from any payment or transfer of any
kind otherwise due to 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 the Company will defer the
commencement of the payment of any such payments or benefits hereunder (without
any reduction in such payments or benefits ultimately paid or provided to
Employee) until the date 


 


9

















 


that is six months 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 the Board, that does not cause such an accelerated or
additional tax.  The Company 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 or any of its affiliates, 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 


 


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remedy preclude any further exercise thereof or the
exercise of any right, power, privilege or remedy.


 


5.8.          Waivers
and Amendments.  The
respective rights and obligations of the Company and 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.


 


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5.12.        Successors
and Assigns.  Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, permitted assigns, heirs,
executors and administrators of the parties hereto.


 


5.13.        Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and supersedes all prior communications,
representations and negotiations in respect thereto.


 


5.14.        Notices.  All demands, notices, requests, consents and
other communications required or permitted under this Agreement shall be in
writing and shall be personally delivered or sent by facsimile machine (with a
confirmation copy sent by one of the other methods authorized in this Section 5.14), reputable
commercial overnight delivery service (including Federal Express and U.S.
Postal Service overnight delivery service) or, deposited with the U.S. Postal
Service mailed first class, registered or certified mail, postage prepaid, as
set forth below:


 


If to the Company, addressed to:


 


Orbitz Worldwide, Inc.


Legal Department


500 W. Madison Street


Chicago, Illinois 60606


Attention:  General Counsel


Fax:  (312) 894-4856


 


If to 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
as may be amended from time to time 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 


 


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inconsistency between the Plan and this 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, the
Company may obtain or have access to certain information about Employee and
Employee’s employment, 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, 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.


 


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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:

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone No.

  	
   

  
	
   

  	
   

  	
  Fax No.

  	
   

  
	
   

  	
   

  	
  WWID No.:

  	
   

  
						



 


Number of RSUs: 
[                                ]


 


14

















 


Exhibit A – 2007 Equity and
Incentive Plan


 


(Distributed Separately)