Exhibit 10.40


 


RSU AWARD AGREEMENT


 


THIS RSU 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 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 the Company
(or, if applicable, any committee of the Board).


 


“Company” has the meaning specified in the Recitals.


 


“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
RESTRICTED STOCK UNITS


 


2.1.          Grant of RSUs. 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, 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. Employee
shall have no further rights with respect to any RSU that is paid in Shares or
cash, or that is forfeited or terminates pursuant to this Agreement or the
Plan.


 


SECTION 3


 


TERMS OF
RESTRICTED STOCK UNITS


 


3.1.          Vesting Schedule.


 


(a)           Subject to the
provisions of this Agreement and the Plan, the RSUs shall vest on the
[second]/[third](1) 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 automatically terminate
immediately after termination of Employee’s employment with the Company for any
reason.


 


(b)           The RSUs shall be
treated in accordance with the provisions of Section 7 of the Plan in the event
of a Change in Control.


 


(c)           The Committee 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.
The
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, the 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 crediting of additional dividend
equivalents.


 


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


 






(1)   2-year
cliff vesting for bands B2-B4; 3-year cliff vesting for all bands above B4.


 


2

















 


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; [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](2), then


 


(a)           the RSU’s, 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 [such Board determination](3)/[Board determination
of (i), (ii), or (iii) above or within three (3) years prior to the date of
Board determination of (iv) above](4),


 


(c)           any Shares acquired
pursuant to the vesting of any RSU within five (5) years prior to the date of
[such Board determination](5)/[Board determination of (i), (ii), or (iii) above
or within three (3) years prior to the date of Board determination of (iv)
above](6) and then held by the Employee shall be forfeited and returned to the
Company without consideration,


 


(d)           in the event the
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 [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),
Employee shall pay to the Company the greater 


 






(2)   For
VP, breach of restrictive covenants subjects employee to clawback.


 


(3)   For
levels below VP.


 


(4)   Only
for VP.


 


(5)   For
levels below VP.


 


(6)   Only
for VP.


 


(7)   For
levels below VP.


 


(8)   Only
for VP.


 


3

















 


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 time of Board determination of
misconduct [or breach](9).


 


SECTION 4


 


NON-COMPETITION
AND CONFIDENTIALITY


 


4.1.          Non-Competition.


 


(a)           [From the date hereof
while employed by the Company and for a one (1)-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 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.](10)


 


(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) 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 


 






(9)   Only
for VP.


 


(10) Only
for VP.


 


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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”).](11)


 


(c)           [During the Restricted
Period](12)/[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](13), 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](14)/[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](15), 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 employment relationship with the Company, make any comments concerning
any aspect of the termination of their relationship. The obligations of
Employee 


 






(11) Only
for VP.


 


(12) Only
for VP.


 


(13) For
levels below VP.


 


(14) Only
for VP.


 


(15) For
levels below VP.


 


5

















 


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 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 


 


6

















 


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 beach 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, 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.


 


7

















 


(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.


 


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 


 


8

















 


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 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.


 


9

















 


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
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 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



 


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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:


 


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.


 


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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 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.


 


12

















 


5.18.        Severability;
Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.


 


(a)           In case any provision
of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.


 


(b)           The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


(c)           The use of any gender
in this Agreement shall be deemed to include the other genders, and the use of
the singular in this Agreement shall be deemed to include the plural (and vice
versa), wherever appropriate.


 


(d)           This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together constitute one instrument.


 


(e)           Counterparts of this
Agreement (or applicable signature pages hereof) that are manually signed and
delivered by facsimile transmission shall be deemed to constitute signed
original counterparts hereof and shall bind the parties signing and delivering
in such manner.


 


13

















 


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


 


	
   

  	
  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)