Exhibit 10.31


 


ORBITZ WORLDWIDE, INC.


 


2007 EQUITY AND INCENTIVE PLAN


 

















 


ORBITZ WORLDWIDE, INC.


 


2007 EQUITY AND INCENTIVE PLAN


 


1.                                       Purpose;
Types of Awards; Construction.


 


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


 


2.                                       Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     any
“person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than (A) the Company, (B) any trustee or other fiduciary holding
securities under an employee benefit


 

















 


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


 


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


 


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


 


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


 


Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which individuals who comprise the Board
immediately prior


 


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thereto
constitute at least a majority of the board of directors of an entity which
owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.


 


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


 


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


 


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


 


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


 


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


 


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


 


(l)                                     “Fair
Market Value” means (i) the mean between the highest and lowest reported sales
price per share of Stock on the national securities exchange on which the Stock
is principally traded, for the last preceding date on which there was a sale of
such Stock on such exchange, or (ii) if the shares of Stock are then traded in
an over-the-counter market, the average of the closing bid and asked prices for
the shares of Stock in such over-the-counter market for the last preceding date
on which there was a sale of such Stock in such market, or (iii) if the shares
of Stock are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole discretion,
shall determine.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(w)                               “Performance
Goals” means performance goals based on one or more of the following criteria,
determined in accordance with generally accepted accounting principles where
applicable:  (i) pre-tax income or
after-tax income; (ii) income or earnings
including operating income, earnings before or after taxes, interest,
depreciation, amortization, and/or extraordinary or special items; (iii) net
income excluding amortization of intangible assets, depreciation and impairment
of goodwill and intangible assets and/or excluding charges attributable to the
adoption of new accounting pronouncements; (iv) earnings or book value per
share (basic or diluted); (v) return on assets (gross or net), return on
investment, return on capital, or return on equity; (vi) return on revenues;
(vii) cash flow, free cash flow, cash flow return on investment (discounted or
otherwise), net cash provided by operations, or cash flow in excess of cost of
capital; (viii) economic value created; (ix) operating margin or profit margin;
(x) stock price or total stockholder return; (xi) income or earnings
from continuing operations; (xii) cost
targets, reductions and savings, expense management, productivity and
efficiencies; and (xiii) strategic business criteria, consisting of one or more
objectives based on meeting specified market penetration or market share,
geographic business expansion, customer satisfaction, employee satisfaction,
human resources management, supervision of litigation, information technology,
and goals relating to divestitures, joint ventures and similar transactions. Where
applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criterion or the attainment of a


 


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percentage
increase or decrease in the particular criterion, and may be applied to one or
more of the Company or a Parent or Subsidiary of the Company, or a division or
strategic business unit of the Company, all as determined by the Committee. The
Performance Goals may include a threshold level of performance below which no
payment will be made (or no vesting will occur), levels of performance at which
specified payments will be paid (or specified vesting will occur), and a
maximum level of performance above which no additional payment will be made (or
at which full vesting will occur). Each of the foregoing Performance Goals
shall be evaluated in accordance with generally accepted accounting principles,
where applicable, and shall be subject to certification by the Committee. The
Committee shall have the authority to make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events affecting
the Company or any Parent or Subsidiary of the Company or the financial statements
of the Company or any Parent or Subsidiary of the Company, in response to
changes in applicable laws or regulations, or to account for items of gain,
loss or expense determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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3.                                       Administration.


 


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


 


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


 


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


 


4.                                       Eligibility.


 


Awards may be
granted to selected non-employee directors, officers and other employees,
advisors or consultants of the Company or any Parent or Subsidiary of


 


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the Company,
in the discretion of the Committee. In determining the persons to whom Awards
shall be granted and the type of any Award (including the number of shares to
be covered by such Award), the Committee shall take into account such factors
as the Committee shall deem relevant in connection with accomplishing the
purposes of the Plan.


 


5.                                       Stock
Subject to the Plan.


 


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


 


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


 


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6.                                       Specific
Terms of Awards.


 


(a)                                  General.
The term of each Award shall be for such period as may be determined by the
Committee. Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Parent or Subsidiary of the Company
upon the grant, vesting, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Stock, or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The
Committee may make rules relating to installment or deferred payments with
respect to Awards, including the rate of interest to be credited with respect
to such payments. In addition to the foregoing, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(B)                                Right
Conferred. A SAR shall confer on the Grantee a right to receive an amount
with respect to each share


 


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subject
thereto, upon exercise thereof, equal to the excess of (1) the Fair Market
Value of one share of Stock on the date of exercise over (2) the grant price of
the SAR (which in the case of an SAR granted in tandem with an Option shall be
equal to the exercise price of the underlying Option, and which in the case of
any other SAR shall be such price as the Committee may determine).


 


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


 


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


 


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


 


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


 


(A)                              Issuance
and Restrictions. Restricted Stock shall be subject to such restrictions on
transferability and other restrictions, if any, as the Committee may impose at
the date of grant or thereafter, which restrictions may lapse separately or in


 


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combination at
such times, under such circumstances, in such installments, or otherwise, as
the Committee may determine. The Committee may place restrictions on Restricted
Stock that shall lapse, in whole or in part, only upon the attainment of
Performance Goals. Except to the extent restricted under the Award Agreement
relating to the Restricted Stock, a Grantee granted Restricted Stock shall have
all of the rights of a stockholder including, without limitation, the right to
vote Restricted Stock and the right to receive dividends thereon.


 


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


 


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


 


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


 


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


 


(A)                              Award
and Restrictions. Delivery of Stock or cash, as determined by the
Committee, will occur upon expiration of the deferral period specified for
Restricted Stock Units by the Committee. The Committee may place restrictions
on


 


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Restricted
Stock Units that shall lapse, in whole or in part, only upon the attainment of
Performance Goals. The Committee may award dividend equivalents relating to
Restricted Stock Units on terms and conditions as it determines.


 


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


 


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


 


(c)                                  Annual
Incentive Program. The Committee is authorized to grant Awards to Grantees pursuant
to the Annual Incentive Program, under such terms and conditions as deemed by
the Committee to be consistent with the purposes of the Plan. Grantees will be
selected by the Committee with respect to participation for a Plan Year. The
maximum value of the aggregate payment that any


 


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


 


7.                                       Change
in Control Provisions.


 


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


 


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


 


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


 


8.                                       General
Provisions.


 


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


 


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


 


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


 


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any amount to
be withheld in connection with the issuance of shares of Stock in settlement or
exercise of an Award, the Grantee may satisfy such obligation (in whole or in
part) by electing to have a portion of the shares of Stock to be received upon
settlement or exercise of such Award equal to the minimum amount required to be
withheld.


 


(d)                                 Stockholder
Approval; Amendment and Termination.


 


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


 


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


 


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


 


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


 


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


 


(h)                                 Unfunded
Status of Awards. The Plan is intended to constitute an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made
to a Grantee pursuant to an Award, nothing contained in the Plan or any Award
shall give any such Grantee any rights that are greater than those of a general
creditor of the Company.


 


(i)                                     No
Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall


 


14

















 


determine
whether cash, other Awards, or other property shall be issued or paid in lieu
of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.


 


(j)                                     Regulations
and Other Approvals.


 


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


 


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


 


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


 


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


 


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


 


(l)                                     Tax
Laws. Awards under the Plan are intended to comply with Code Section 409A
and all Awards shall be interpreted in accordance with Code Section 409A and
Department of Treasury regulations and other interpretive


 


15

















 


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


 


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