Exhibit 10.39


 


OPTION AWARD AGREEMENT


 


THIS OPTION
AWARD AGREEMENT (“Agreement”) is
made as of [            ],
200[  ] 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 Option (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 the Company
(or, if applicable, any committee of the Board).


 


[“Cause” shall have the meaning assigned such term in any
employment agreement entered into between any 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 any 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
any Company and Employee that incorporates the definition of “Disability”.](2)


 


“Effective Date” means the date hereof.


 


“Employee” has the meaning specified in the Preamble.


 


“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 OPTION


 


2.1.          Grant of Option. Subject to the terms
and conditions hereof, Orbitz hereby grants to Employee, as of the Grant Date,
a[n] [incentive stock]/[nonqualified stock] option (the “Option”)
to purchase up to [        ] Shares. The
Shares shall be purchasable from time to time during the option term specified
in Section 3.1 at the Exercise Price of $[            ]
per Share.


 






(1)   Only
include for EVP/SVP.


 


(2)   Only
include for EVP/SVP.


 


2

















 


SECTION 3


 


TERM OF OPTION AND
CONDITIONS OF EXERCISE


 


3.1.          Term.
Unless the Option is earlier terminated pursuant to this Agreement or the Plan,
the term of the Option shall commence on the Date of Grant and terminate upon
the tenth anniversary of the Date of Grant.


 


3.2.          Vesting Schedule.


 


(a)           Subject to the
provisions of this Agreement and the Plan and the Employee’s continued
employment with the Company on the applicable vesting dates, 25% of the Option
(rounded up to the next whole share) shall become vested and exercisable on the
1st anniversary of the Date of Grant, an additional 25% of the
Option (rounded up to the next whole share) shall become vested and exercisable
on each of the 2nd and 3rd anniversaries of the Date of Grant and the
balance of the Option shall become vested and exercisable on the 4th anniversary of the Date of Grant.


 


(b)           [Notwithstanding any
other provision of this Agreement, the Option shall become fully vested and
exercisable as of a Change in Control.](3)/[The Option shall be treated in
accordance with the provisions of Section 7 of the Plan in the event of a
Change in Control.](4)


 


(c)           [Upon any termination
of Employee’s employment by the Company without Cause, any portion of the
Option which would have become exercisable had the Employee remained employed
by the Company through one year from the date of such termination shall become
immediately vested and exercisable as of the date of such termination.](5)


 


(d)           The Committee may
determine at any time before the Option expires that the Option or any portion
thereof shall become vested and exercisable at any time.


 


3.3.          Termination
of Employment. In the event that the Employee ceases to be
employed by the Company, that portion of the Option that is not or does not
become then exercisable shall immediately terminate and that portion of the
Option that is or becomes exercisable at the time of the Employee’s termination
of employment shall terminate one year from the date of termination, provided,
that if the termination of employment occurs on or following a Change in
Control, that portion of the Option that is or becomes exercisable at the time
of the Employee’s termination of employment shall terminate three years from
the date of termination.


 






(3)   Full
and automatic accelerated vesting for EVP/SVP/GVP.


 


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


 


(5)   One
year forward vesting for EVP/SVP.


 


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3.4.          Limited
Transferability. This Option shall be neither transferable nor
assignable by Employee other than by will or the laws of inheritance following Employee’s
death and may be exercised, during Employee’s lifetime, only by Employee. However,
Employee may designate one or more persons as the beneficiary or beneficiaries
of this option, and this option shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the Employee’s
death while holding this option. Such beneficiary or beneficiaries shall take
the transferred option subject to all the terms and conditions of this
Agreement, including (without limitation) the limited time period during which
this option may, pursuant to Section 3.3, be exercised following Employee’s death.


 


3.5.          Exercise.
The Option shall be exercised by a written notice delivered to the General
Counsel of the Company at the Company’s principal executive offices in
accordance with Section 5.14 below, specifying the portion of the Option to be
exercised and accompanied by payment therefor. The Exercise Price for any
Shares purchased pursuant to the exercise of the Option and the applicable
withholding taxes due thereon shall be paid in full upon such exercise in cash,
by wire transfer or certified check or by such other method as may be approved
by the Committee. In no event may the Option be exercised for any fractional
Shares.


 


3.6.          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; [or] (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](6),
then


 


(a)           any portion of the
Option then held by the Employee shall be automatically forfeited,


 


(b)           any Shares acquired
pursuant to any exercise of the Option within five (5) years prior to the date
of [such Board determination](7)/[Board determination of (i), (ii), or (iii)
above or within three (3) years prior to the date of Board determination of
(iv) above](8) and then held by the Employee shall be subject to repurchase by
the Company at the lower of (x) the fair market value (as determined by the
Board in good faith) of such Shares as of the time of repurchase or (y) the
Exercise Price paid for such Shares upon exercise of the Option and


 






(6)   For
EVP/SVP/GVP/VP, breach of restrictive covenants subjects employee to clawback.


 


(7)   For
levels below VP.


 


(8)   Only
for EVP/SVP/GVP/VP.


 


4

















 


(c)           in the event the
Employee has sold or otherwise disposed of Shares acquired pursuant to any
exercise of the Option within five (5) years prior to the date of [such Board
determination](9)/[Board determination of (i), (ii), or (iii) above or within
three (3) years prior to the date of Board determination of (iv) above](10),
Employee shall pay to the Company the greater of (x) any proceeds received from
such sale or other disposition, less the Exercise Price paid for the applicable
Shares, or (y) the fair market value (as determined by the Board in good faith)
of such Shares as of the time of Board determination of misconduct [or breach](11).


 


SECTION 4


 


NON-COMPETITION
AND CONFIDENTIALITY


 


4.1.          Non-Competition.


 


(a)           From the date hereof
while employed by the Company and for a [      -year](12)
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 status with any Company or any of its affiliates to obtain
loans, goods or services from another organization on terms that would not be
available to him in the absence of his relationship to the Company or any of
its affiliates.


 


(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 


 






(9)   For
levels below VP.


 


(10) Only
for EVP/SVP/GVP/VP.


 


(11) Only
for EVP/SVP/GVP/VP.


 


(12) Two
years for EVP/SVP; 1 year for GVP/VP; take out entire subsections (a) and (b)
for levels below VP.


 


5

















 


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) or (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](13)/[From the date hereof while employed by the Company and for a
three-month period following the date Employee ceases to be employed by the
Company](14), 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 the Company, but shall not
include individual “end-users” or ultimate individual consumers of the Company’s
services.


 


(d)           [During the Restricted
Period](15)/[From the date hereof while employed by the Company and for a
three-month period following the date Employee ceases to be employed by the
Company](16), 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 


 






(13) For
EVP/SVP/GVP/VP.


 


(14) For
levels below VP.


 


(15) For
EVP/SVP/GVP/VP.


 


(16) 
For levels below VP.


6

















 


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 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 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 


 


7

















 


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 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, 


 


8

















 


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.


 


(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.


 


9

















 


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 this investment
or 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 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 that is six months following Employee’s
termination of employment 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 


 


10

















 


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 with
respect to the Shares subject to the Option until such person shall have
exercised the Option, paid the Exercise Price and become a holder of record of
the purchased shares.


 


5.5.          Equitable
Adjustments. The Option shall be subject to adjustment as
provided in Section 5 of the Plan.


 


5.6.          Calculation of Benefits. Neither the Option
nor any Shares acquired pursuant to exercise of the Option 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
derived from this agreement will not be considered as salary for calculating
any severance payment that may correspond to Employee in the event of a labor
termination.


 


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 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 the Company 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 


 


11

















 


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.


 


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, 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 therein and supersede 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:


 


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If to the
Company, addressed to:


 


Orbitz
Worldwide, Inc.

Legal Department

500 W. Madison Street

Chicago, Illinois 60606

Attention:  General Counsel

Fax:  (312) 896-9089


 


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
Option and this Agreement are subject to all terms and conditions of the Plan. In
the event of any 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 


 


13

















 


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.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  Orbitz Worldwide, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
  Fax No.

  	
   

  	
   

  
	
   

  	
  WWID No.

  	
   

  	
   

  
							



 

















 


Exhibit A
–2007 Equity and Incentive Plan


 


(Distributed
Separately)