Exhibit 10.4





 


DIRECTOR
AWARD AGREEMENT (DSUs)



 


THIS
DIRECTOR AWARD AGREEMENT (“Agreement”) is made as of               
(“Grant Date”) by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”)
and         (“Director”).


 


RECITALS


 


TWW
has adopted, and TWW’s shareholders have approved, the Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive
Plan (the “Plan”).


 


In
connection with Director’s service on the Board, TWW intends concurrently herewith to make a grant of Deferred Share Units
(“DSUs”) to Director as of the Grant Date in accordance with the terms and conditions of this Agreement.


 


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.  Except as expressly provided for herein, 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:


 


“Adjustment
Events” has the meaning set forth in Section 5.2.


 


“Agreement”
has the meaning specified in the Introduction.


 


“Board”
means the board of directors of TWW (or, if applicable, any committee of the Board).


 


“Cause”
means (A) Director’s failure substantially to perform his/her duties to the Company (other than as a result of total or partial
incapacity) for a period of 10 days following receipt of written notice from any Company Entity by Director of such failure; provided
that it is understood that this clause (A) shall not apply if a Company Entity terminates Director’s service on the Board
because of dissatisfaction with actions taken by Director in the good faith performance of his/her duties to the Company, (B) theft
or embezzlement of property of the Company or dishonesty in the performance of Director’s duties to the Company, (C) an act
or acts on Director’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) Director’s willful malfeasance or willful misconduct in connection with his/her duties or
any act or omission which is materially injurious to the financial condition or business reputation of the Company, or (E) Director’s
breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with any Company
Entity, including pursuant to this Agreement.


 


“Company”
means TWW and each of its Affiliates.


 


“Company
Entity” means TWW or any Affiliate thereof.


 


“Confidential
Information” has the meaning set forth in Section 4.1(a).


 


“Director”
has the meaning specified in the Introduction.


 




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“DSUs”
has the meaning set forth in the Recitals.


 


“Grant
Date” has the meaning specified in the Introduction.


 


“Notional
Account” has the meeting specified in Section 3.1.


 


“Person”
means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company,
joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether
or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government
or agency or political subdivision thereof.


 


“Plan”
has the meaning set forth in the Recitals.


 


“Shares”
means Common Stock, as defined in the Plan.


 


“Unvested
Distribution Equivalent Payment” has the meaning specified in Section 3.2.


 


“Vesting
Date” has the meaning set forth in Section 2.2(a).


 


SECTION
2


 


Grant
AND VESTING of RSUS


 


2.1.        Grant.
Subject to the terms and conditions of the Plan and this Agreement, TWW hereby grants to Director, and Director hereby accepts,
                    DSUs, subject to the conditions set forth below.


 


2.2.        Vesting.


 


(a)          Subject
to Sections 2.2(b) and 2.2(c) of this Agreement, and subject to Director’s continuous active service as a director with the
Company through the Vesting Date, the DSUs granted to Director under this Agreement shall vest one year from the date of this grant,
i.e.                     (the “Vesting Date”).  All DSUs that do not vest in accordance with this Section 2.2(a), Section
2.2(b) or Section 2.2(c) below shall be forfeited.


 


(b)          Change
in Control.  Notwithstanding anything set forth in Sections 2.2(a) to the contrary, after a Change in Control, in the event
that the Director is removed as a director of the Board other than for Cause within 12 months after such Change in Control and
prior to the Vesting Date, the DSUs shall become fully vested as of the date of such removal.


 


(c)          Termination
due to Death or Disability.  Notwithstanding anything set forth in Sections 2.2(a) or (b)
to the contrary, if prior to the Vesting Date, the Director is removed as a director of the Board due to death or Disability, the
DSUs shall become fully vested as of the date of such removal.  


 


2.3.        Forfeiture.
Unless otherwise determined by the Board in its sole and absolute discretion, the unvested DSUs shall be immediately forfeited
and cancelled without the payment of any consideration upon the termination of the Director’s service on the Board for any
reason other than as set forth in Sections 2.2(a), (b) or (c).


 


2.4.       
Transfer Prohibited.  Director may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition
of) any DSUs, except upon the death of Director.  Upon any attempted Disposition in violation of this Section 2.4, the DSUs
shall immediately become null and void.


 




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In
addition, as set forth in Section 2.6 of this Agreement, each Share delivered pursuant to this Agreement is subject to the Plan.


 


2.5.        Delivery
of Shares. The Shares covered by a DSU shall not be delivered to Director until the DSU becomes a vested DSU.  Subject to
the last sentence hereof, Shares covered by any vested DSUs shall be delivered within 30 days of the applicable Vesting Date unless
the Director has made a valid election to defer such delivery in accordance with the election form attached hereto as Exhibit B,
in which case delivery of the Shares shall be made in accordance with Director’s election; provided, in each case, that prior
to delivery of any Shares, Director shall have paid to the applicable Company Entity such amount as may be requested by TWW (to
the extent required for any withholding taxes) for purposes of depositing any federal, state or local income or other taxes.


 


2.6.        Plan.
Director acknowledges receipt of a copy of the Plan and represents that Director understands that (i) the terms of grant of the
Shares are set forth in, and governed by, the Plan, (ii) Director shall have no rights in respect of such Shares until TWW delivers
such Shares pursuant to the terms hereof and (iii) the Plan may be amended or modified from time to time.


 


SECTION
3


 


Distribution
Equivalent rights


 


3.1         Payments
and Allocations upon Distributions.  If on any date while DSUs are outstanding hereunder, any Company Entity shall make
any distribution or pay any dividend to holders of Shares, TWW shall cause the applicable Company Entity to allocate to a notional
account for Director (the “Notional Account”) an amount, in respect of each unvested DSU, equal to the amount
that would have been payable in respect of the Shares underlying such unvested DSU if it were issued and outstanding on the date
of such dividend or distribution.


 


3.2         Additional
Payments upon Vesting.  On any date that any unvested DSUs become vested DSUs, Director shall be entitled to receive an
amount (such amount, the “Unvested Distribution Equivalent Payment”) equal to all amounts then credited to Director’s
Notional Account with respect to the such vested DSUs.  Upon payment of any Unvested Distribution Equivalent Payment, the amount
credited to the Notional Account shall be reduced thereby.


 


3.3         Withholding.
TWW or the applicable Company Entity shall have the right and is hereby authorized to withhold from any Unvested Distribution
Equivalent Payment the amount of any applicable withholding taxes in respect of such payment and to take such action as may be
necessary in the opinion of TWW or the applicable Company Entity to satisfy all obligations for the payment of such taxes.


 


SECTION
4




confidentiality


4.1.        Confidentiality.


 


(a)          Director
will not at any time (whether during or after Director’s service on the Board) (x) retain (with respect to electronic or
hard copy Confidential Information) or use for the benefit, purposes or account of Director 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,


 




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personnel,
compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals)
concerning the past, current or future business, activities and operations of the Company and/or any third party that has disclosed
or provided any of same to the Company on a confidential basis (“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 Director’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii)
made legitimately available to Director by a third party without breach of any confidentiality obligation; or (iii) required by
law to be disclosed; provided that Director shall give prompt written notice to the applicable Company Entity 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)          Upon
termination of Director’s service on the Board for any reason, Director shall immediately destroy, delete, or return to the
Company, at the Company’s option, all originals and copies in any electronic or hard copy form or medium (including memoranda,
books, papers, plans, computer files, letters and other data) in Director’s possession or control (including any of the foregoing
stored or located in Director’s office, home, laptop or other computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company, except that Director 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 Director is or becomes aware.


 


4.2.        Specific
Performance. Director acknowledges and agrees that TWW’s remedies at law for a breach or threatened breach of any
of the provisions of this Section 4 would be inadequate and TWW would suffer irreparable damages as a result of such breach
or threatened breach.  In recognition of this fact, Director agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, TWW, 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.


 


4.3.        Survival.
The provisions of this Section 4 shall survive the termination of Director’s service on the Board for any reason.  The provisions
of this Section 4 are in addition to any other restrictions set forth in any other long-term incentive program award agreement
or letter; contract; confidentiality or other restrictive covenant agreement; Company policy, guideline or standard; or the protections
under applicable law.


 


SECTION
5



MISCELLANEOUS


 


5.1.        Tax
Issues. THE ISSUANCE OF DSUS AND THE DELIVERY OF SHARES INVOLVE COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS.  DIRECTOR ACKNOWLEDGES
THAT HE/SHE HAS CONSULTED HIS/HER OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.  NEITHER TWW
NOR ANY COMPANY ENTITY MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER TO DIRECTOR REGARDING THE TAX CONSEQUENCES OF THE DSUS
AND/OR THE SHARES OR UNDER THIS AGREEMENT.  DIRECTOR ACKNOWLEDGES AND AGREES THAT DIRECTOR SHALL BE SOLELY RESPONSIBLE FOR
ANY TAXES ON THE DSUS AND THE SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND


 




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EMPLOYEES
HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY DIRECTOR IN CONNECTION WITH THE DSUS OR SHARES.


 


5.2.        Equitable
Adjustments. Notwithstanding any other provisions in this Agreement or the Plan to the contrary, subject to any required
action by shareholders, if (i) the Company shall at any time be involved in a merger, amalgamation, consolidation, dissolution,
liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or a transaction
similar thereto, (ii) any share dividend, share split, reverse share split, share combination, reclassification, recapitalization
or other similar change in the capital structure of the Company, or any distribution to holders of Shares other than cash dividends,
shall occur or (iii) any other event shall occur which in the judgment of the Company necessitates action by way of adjusting the
terms of the outstanding Awards (collectively, “Adjustment Events”), then TWW in its sole discretion and without
liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration
such matters, without limitation, as relative value of each class of Shares and the DSUs, status of vesting and the nature of the
Adjustment Event and its impact on the Shares and the DSUs) to the holders of Shares as a group, as to (i) the number or kind of
Shares, DSUs or other securities issued or reserved for issuance under the Plan, (ii) the vesting terms under this Agreement, and/or
(iii) any other affected terms hereunder.


 


5.3.        No
Right to Continued Service on the Board; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon
the Director any right to be retained as a member of the Board.  Further, nothing in the Plan or this Agreement shall be construed
to limit the discretion of the Company to terminate the Director’s service on the Board at any time.  The Director shall not
have any rights as a shareholder with respect to any DSUs prior to the DSUs becoming Shares under this Agreement.


 


5.4.        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.


 


5.5.        Waivers
and Amendments. The respective rights and obligations of TWW and Director 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)
in writing by such respective party.  This Agreement may be amended only with the written consent of a duly authorized representative
of TWW and Director.


 


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


 


5.7.        CONSENT
TO JURISDICTION.


 


(a)          EACH
OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED,
THE APPROPRIATE GEORGIA STATE OR SUPERIOR COURT, 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 


 




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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 5.9 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 5.10 OF THIS AGREEMENT.


 


5.8.        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.


 


5.9.        Entire
Agreement. This Agreement (including the exhibits hereto)_constitutes the full and entire understanding and agreement of
the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written,
with respect thereto, except as provided herein.  This Agreement supersedes all prior agreements and understandings (including verbal
agreements) between Director and the Company regarding the DSUs, including any term sheets and related materials.


 


5.10.       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 5.13), reputable commercial overnight delivery service (including Federal Express and U.S.  Postal Service overnight
delivery service) or deposited with the U.S.  Postal Services mailed first class, registered or certified mail, postage prepaid,
as set forth below:


 


If
to TWW, addressed to:


 


Travelport Worldwide
Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

Attention: General Counsel

Fax: (770) 563-7878


 


If
to Director, to the address set forth on the signature page of this Agreement or at the current address listed in TWW’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



 




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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.


 


5.11.      No
Third Party Beneficiaries. There are no third party beneficiaries of this Agreement.


 


5.12.      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.


 


5.13.      Execution
of Certain Documents. By signing this Agreement, Director applies for and requests that TWW allot to Director such Shares
of TWW of par value US$0.0025 each.  These Shares are to be issued to Director pursuant to the terms of this Agreement, and the
consideration for such Shares is set out herein.  Further, Director agrees to take the said Shares subject to the Memorandum of
Association and Bye-Laws of TWW.  In addition, Director agrees to receive any and all information, documents and notices by electronic
mail at the address listed below Director’s signature, and Director undertakes to advise the Secretary of TWW of any changes
to this address from time to time.


 


5.14.      Certain
Determinations. Any determinations to be made by the Board with respect to the DSUs or this Agreement shall be made by
the members of the Board acting without the Director.


 




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


 


	 	COMPANY:	 
	 	 	 	 
	 	Travelport Worldwide Limited	 
	 	 	 	 
	 	By:	 	 
	 	Signature:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	DIRECTOR:	 
	 	 	 	 
	 	Signature:	 	 
	 	 	[Name of Director]	 
	 	 	 	 
	 	Address: 	 	 
	 	 	 	 
	 	 	 	 
	 	Email address:	 	 
	 	 	 	 
	 	Telephone No.	 	 
	 	 	 	 
	 	Fax No.	 	 


 




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EXHIBIT
A – AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN


 





 




     


     


    

 


 


EXHIBIT B: DSU DEFERRAL ELECTION


 


Note: This DSU deferral form is being
provided in connection with, or anticipation of, the issuance of Deferred Share Units (the “DSUs”) pursuant
to a Director Award Agreement (the “Agreement”) issued by Travelport Worldwide Limited (“TWW”)
pursuant to the terms of its Amended and Restated 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”).
If you do not elect to defer the DSUs, settlement will occur in accordance with the Agreement.  


 


	 
	Information About You
	 
	
        Name (First, M.I., Last)

         
	Email address 
	
        Street Address

         
	Fax #
	City	
        State

         
	
        Zip Code

         

	  1.          Do You Want to Defer Receipt of Common Stock under your DSUs?
	
        Your Agreement provides that you may elect
        to defer receipt of all of the shares of Common Stock that would otherwise be distributable to you under your Agreement (a “DSU
        Deferral”).  This DSU Deferral Election Form (this “Deferral Form”) is designed to provide you the
        opportunity to defer receipt of your Common Stock, and any accumulated distributions.  Except as otherwise indicated in this Deferral
        Form, your DSUs will remain subject to the Agreement granted to you (or to be granted to you) and the Plan.  Capitalized terms not
        defined herein shall have the meanings given such terms in your Agreement.

         

        Upon the vesting of the DSUs that you elect
        to defer, the number of shares of Common Stock that would otherwise have been distributed to you will be credited to a bookkeeping
        account established on your behalf.  Any dividends and other distributions (excluding, for the avoidance of doubt, any Unvested
        Distribution Equivalent Payments) on the Common Stock credited to your book account will be paid to you as soon as reasonably practicable
        following payment of such dividend or other distribution.  Upon the payment events you choose in this election form (the “Settlement
        Date”), the shares of Common Stock credited to your account ( the “Settlement Amount”), will be distributed
        to you.  All payments under this Deferral Form, including without limitation any dividends and other distributions as well as the
        Settlement Amount, shall be subject to the satisfaction of the minimum amount of federal, state and local income and payroll tax
        withholding obligations, if any.

         

         ̈
        Yes, I want to make a deferral of the Settlement Date on all of the DSUs that will be granted to me in the future pursuant
        to the Agreement and any subsequent agreements.  Specifically, I elect to have the Settlement Amount that was otherwise deliverable
        to me upon the vesting of my DSUs to be deferred until my termination of service (provided that such termination of service constitutes
        a “separation from service” within the meaning of Section 409A of the Code).

         

         ̈
        No, I do not want to make a deferral of the Settlement Date on all of the DSUs that will be granted to me in the future
        pursuant to the Agreement and any subsequent agreements.  I recognize that if I have previously elected to defer DSUs, this election
        not to defer shall only apply with respect to DSUs that are issued following the year of my election to not defer.



 




     


     


    

 












	2.     Information About Your Payout Election
	
        An election to defer must be made no later
        than the end of the taxable year preceding the year for which the DSUs are granted.  Any Deferral Form returned to TWW after this
        date will be void and of no force or effect.  An election shall be irrevocable as of the last day of the calendar year in which
        the election is made and shall continue in effect for all future DSU grants until revoked by a subsequent election for future years
        in a new Deferral Form.  All such changes shall only be effective prospectively for subsequent calendar years commencing after the
        time of such election.  Notwithstanding the foregoing, your election will apply to any future DSU grants made in the same year following
        date that you join the Board, so long as you make such election within 30 days of the date that you become eligible to receive
        DSUs.

         

        Please note that changes to the payout
        elections are not allowed.

         

	3.     Participant Approval
	
        I certify that
        the         information above is accurate and complete and that this election is irrevocable.  If I have chosen to
        defer the settlement of my         DSUs I give TWW permission to defer delivery of the Common Shares according to the
        instructions above.

         

        Participant Signature:_____________________________________________ Date:
        _________________