EX-10.62



 Exhibit 10.62 

TRAVELPORT WORLDWIDE LIMITED 

ANNUAL PERFORMANCE BONUS PLAN 

1. PURPOSE. 
 The purpose of the
Travelport Worldwide Limited Annual Performance Bonus Plan is to attract, retain and motivate key employees by providing bonus awards to designated Participants. 

2. DEFINITIONS. 
 Unless the context
otherwise requires, the words that follow shall have the following meanings: 
 (a) “Award” shall mean a bonus award under
the Plan. 
 (b) “Board” shall mean the Board of Directors of the Company. 

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto. 

(d) “Committee” shall mean the Compensation Committee of the Board or such other committee of the Board that is appointed by
the Board to administer the Plan. If no such committee has been appointed, the Board shall be the Committee. 
 (e) “Common
Stock” means the common stock, $0.0025 par value per share, of the Company. 
 (f) “Company” shall mean Travelport
Worldwide Limited and any successor by merger, consolidation or otherwise. 
 (g) “Participant” shall mean any employee of
the Company or any subsidiary selected, in accordance with the terms of the Plan, to receive an Award in accordance with the Plan. 
 (h)
“Performance Goal” shall mean such performance objective or objectives applicable for Participants to receive payment of an Award under the Plan as selected by the Committee in its sole discretion, including the performance
objective or objectives set forth on Exhibit A hereto. 
 (i) “Performance Period” shall mean each fiscal year of the
Company or such other period (as specified by the Committee) over which performance is to be measured. 
 (j) “Plan” shall
mean the Travelport annual performance bonus plan and any sub-plan established hereunder. 
 (k) “Section 409A” shall mean
Section 409A of the Code and the Treasury regulations and other official guidance promulgated thereunder. 







 3. ADMINISTRATION AND INTERPRETATION OF THE PLAN. 

(a) GENERAL. The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility to
make all determinations and take all other actions necessary or desirable for the Plan’s administration, including, without limitation, the power to: (i) select Participants; (ii) determine the amount of Awards granted to Participants
under the Plan; (iii) determine the conditions and restrictions, if any, subject to which the payment of Awards will be made; (iv) certify that the conditions and restrictions applicable to the payment of any Award have been met;
(v) interpret the Plan; and (vi) adopt, amend, or rescind such rules and regulations, and correct any defect, supply any omission and reconcile any inconsistency in the Plan in the manner and to the extent it shall deem necessary to carry
out its responsibilities under the Plan. All decisions of the Committee on any question concerning the selection of Participants and the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties. The
Committee may rely on information, and consider recommendations provided by the Board or the executive officers of the Company. 
 (b)
PLAN EXPENSES. The expenses of the Plan shall be borne by the Company. 
 (c) UNFUNDED ARRANGEMENT. The Company shall not be
required to establish any special or separate fund or make any other segregation of assets to assume the payment of any Award under the Plan. The Plan shall be “unfunded” for all purposes and Awards hereunder shall be paid out of the
general assets of the Company as and when the Awards are payable under the Plan. All Participants shall be solely unsecured general creditors of the Company. If the Company decides in its sole discretion to establish any advance accrued reserve on
its books against the future expense of the Awards payable hereunder, or if the Company decides in its sole discretion to fund a trust from which Plan benefits may be paid from time to time, such reserve or trust shall not under any circumstance be
deemed to be an asset of the Plan. 
 (d) DELEGATION. The Committee may, in its discretion, delegate its authority and
responsibility under the Plan unless prohibited by applicable law. 
 (e) ACCOUNTS AND RECORDS. The Committee shall maintain
such accounts and records regarding the fiscal and other transactions of the Plan and such other data as may be required to carry out its functions under the Plan and to comply with all applicable laws. 

(f) RETENTION OF PROFESSIONAL ASSISTANCE. The Committee may employ such legal counsel, accountants and other persons as may be required
in carrying out its duties in connection with the Plan. 
 (g) INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided that such
settlement is approved by independent legal counsel selected by the Company) or paid by  

  
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them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Board or Committee member shall be entitled to the indemnification rights set forth in
this Section 3(g) only if such member has acted in good faith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful; and provided, further, that upon the institution of any such action, suit or proceeding, a Board or Committee member shall give the Company written notice thereof and an
opportunity, at its own expense, to handle and defend the same before such Board or Committee member undertakes to handle and defend it on such Board or Committee member’s own behalf. 

4. ELIGIBILITY AND PARTICIPATION. 

Participation in the Plan shall be limited to those employees of the Company or its subsidiaries selected by the Committee from time to time in
its sole discretion, and no person shall be entitled to any Award for a Performance Period unless the individual is designated as a Participant for the Performance Period. The Committee may add to or delete individuals from the list of designated
Participants at any time and from time to time, in its sole discretion. No Participant who is granted an Award under the Plan shall have any right to a grant of future Awards under the Plan. By accepting any payment under the Plan, each Participant
and each person claiming under or through such Participant shall be conclusively deemed to have indicated such person’s acceptance and ratification of, and consent to, any action taken under the Plan by the Company or the Committee. Subject to
the terms and conditions of the Plan, determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible employees under the Plan, whether or not such employees are similarly situated. 

5. GRANT OF AWARDS; PAYMENT OF AWARDS. 

(a) AWARDS. The Committee shall establish the terms and conditions applicable to any Award granted under the Plan and a Participant
shall be eligible to receive an Award under the Plan in accordance with such terms and conditions. Without limiting the foregoing, the Committee may grant Awards subject to any or all of the following: (i) attainment of time-based vesting
conditions; (ii) attainment of any Performance Goal established by the Committee with respect to any Performance Period; or (iii) the Committee’s evaluation of a Participant’s individual performance for the Company and/or its
subsidiaries. The Committee may, in its sole discretion, amend or modify the terms and conditions applicable to an Award (provided that the consent of an affected Participant shall be required prior to any amendment or modification that
adversely affects a Participant’s outstanding Awards) and may elect to pay all or any portion of an Award to a Participant regardless of whether any Award is payable in accordance with the terms and conditions originally established by the
Committee. 
 (b) TIME OF PAYMENT. Awards under the Plan shall be paid after the expiration of the applicable Performance
Period with respect to which the Awards are earned, subject to the Participant’s continued employment at the time of payment. Notwithstanding the foregoing, the Committee may defer payment of all or any portion of any Awards with such
conditions as the Committee may determine and may permit a Participant electively to defer receipt of all or a portion of an Award, in each case, taking into account the requirements of Section 409A. 

  
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 (c) FORM OF PAYMENT. In the sole discretion of the Committee, Awards may be paid in
whole or in part in cash, Common Stock or other property, provided that any Common Stock to be awarded as part of an Award hereunder shall be issued pursuant to the terms and conditions of any stockholder-approved equity plan of the Company
(if any) as in effect from time to time. To the extent that there is no stockholder-approved equity plan of the Company with an available share reserve to cover the issuance of Common Stock in connection with the payment of any Award hereunder, the
full amount of the Award shall be paid in cash. 
 (d) IMPACT OF TERMINATION OF EMPLOYMENT. Unless otherwise determined
by the Committee in its sole discretion, the right to any payment in respect of an Award hereunder shall be subject to the Participant’s continued employment with the Company or its subsidiaries on the applicable date of payment of the
Award. 
 6. NON-ASSIGNABILITY. 

No Award or payment thereof nor any right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, garnishment, execution or levy of any kind or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber and to the extent permitted by applicable law, charge, garnish, execute upon or levy upon the same shall be
void and shall not be recognized or given effect by the Company. 
 7. SUCCESSORS. 

For purposes of the Plan, the Company shall include any and all successors or assignees, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all of the business or assets of the Company and such successors and assignees shall perform the Company’s obligations under the Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had taken place. In the event that the surviving company in any transaction to which the Company is a party is a subsidiary of another company, the ultimate parent company of
such surviving company shall cause the surviving company to perform the obligations of the Company under the Plan in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession or
assignment had taken place. In such event, the term “Company,” as used in the Plan, shall mean the Company, as hereinbefore defined, and any successor or assignee (including the ultimate parent company) to the business or assets
thereof which by reason hereof becomes bound by the terms and provisions of the Plan. 
 8. NO RIGHT TO EMPLOYMENT. 

Nothing in the Plan or in any notice of an Award shall confer upon any person the right to continue in the employment of the Company or one of
its subsidiaries or affect the right of the Company or any of its subsidiaries to terminate the employment of any Participant at any time or for any reason (or no reason). 

9. AMENDMENT OR TERMINATION. 
 The Board
reserves the right, subject to shareholder approval to the extent required by applicable law, regulation or exchange listing rules, to amend, suspend or terminate the Plan at any time, provided that no amendment, suspension or termination may
adversely affect the rights of any Participant with regard to any outstanding Award. 

  
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 10. EFFECTIVE DATE AND TERM OF PLAN. 

The Board approved the Plan effective as of September 5, 2014. 

11. SEVERABILITY. 
 In the event that any
one or more of the provisions contained in the Plan shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan and the Plan
shall be construed as if such invalid, illegal or unenforceable provisions had never been contained therein. 
 12. WITHHOLDING. 

The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have under
applicable law to withhold federal, state or local income or other taxes incurred by reason of the payment of Awards under the Plan. 
 13. GOVERNING
LAW. 
 The Plan and any amendments hereto shall be construed, administered, and governed in all respects in accordance with the laws of
the State of Georgia (regardless of the law that might otherwise govern under applicable principles of conflict of laws). 
 14. COMPANY RECOUPMENT OF
AWARDS. 
 (a) GENERAL. In the event of a material inaccuracy in the Company’s statements of earnings, gains or other
criteria that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from a Participant any portion of any Award received by a Participant the payment
of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, expenses, operating income, net income, etc.), with respect to the period for which such financial statements are materially inaccurate, regardless
of whether such Participant engaged in any misconduct or was at fault or responsible in any way for causing the material inaccuracy, if, as a result of such material inaccuracy, such Participant otherwise would not have received payment in respect
of such Award (or portion thereof). In the event that the Company is entitled to, and seeks, recoupment under this Section 14, such Participant shall promptly reimburse the after-tax portion (after taking into account all available deductions
in respect of such reimbursement) of such Award which the Company is entitled to recoup hereunder. In the event that such Participant fails to make prompt reimbursement of any such Award which the Company is entitled to recoup and as to which the
Company seeks recoupment hereunder, the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Participant from the Company, or (ii) take any other appropriate
action to recoup such payments. The Company’s right of recoupment pursuant to this Section 14 shall apply only if the demand for recoupment is made not later than three (3) years following the payment of the applicable Award. 

  
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 (b) REQUIREMENTS OF APPLICABLE LAW. The rights contained in this Section 14 shall be
in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any other Company recoupment policy or other
agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended
(as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission). Furthermore, the Plan is not a plan under the Employee Retirement Income Security Act
(“ERISA”) and shall not be treated or interpreted as an ERISA plan. 
 15. SECTION 409A COMPLIANCE. 

The Plan is intended to either comply with, or be exempt from, the requirements of Section 409A. To the extent that the Plan is not exempt
from the requirements of Section 409A, the Plan is intended to comply with the requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Company reserves the right to
amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of the additional tax, interest or income inclusion under
Section 409A on any payment to be made hereunder while preserving, to the maximum extent possible, the intended economic result of the Award of any affected Participant. In no event whatsoever shall the Company be liable for any additional tax,
interest, income inclusion or other penalty that may be imposed on a Participant by Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any contrary provision in the Plan, to the extent that the payment of
an Award is to be made as a result of a Participant’s “separation from service” (within the meaning of Section 409A) and such Participant is a “specified employee” (as defined under Section 409A) of the Company at
the time of such “separation from service,” the payment of the Award shall be delayed for the first six (6) months following such “separation from service” (or, if earlier, the date of such Participant’s death) and
shall instead be paid in the manner set forth for the applicable Award upon expiration of such delay period. Each payment under the Plan shall be considered a separate payment for purpose of Section 409A. 

16. TITLES AND HEADINGS. 
 The headings
and titles used in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan. 

TRAVELPORT WORLDWIDE LIMITED 

  
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 EXHIBIT A 

PERFORMANCE GOALS 

Performance goals or criteria may include the following: 
  

	 	•	 	Non-GAAP performance measures included in the Company’s SEC filings; 

  

	 	•	 	Line items on the Company’s income statement, including but not limited to revenue, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (adjusted or otherwise), net interest income,
total other income, total costs and expenses, income before taxes, net income and/or earnings per share; 

  

	 	•	 	Line items on the Company’s balance sheet, including but not limited to debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments
as may be established by the Committee in its sole discretion; 

  

	 	•	 	Line items on the Company’s statement of cash flows, including but not limited to net cash provided in (used by) operating activities, investing activities, and/or financing activities; 


 

	 	•	 	Financial ratios including but not limited to operating margin, return on equity, return on assets, and/or return on invested capital; 


 

	 	•	 	Other operational metrics, including but not limited to RevPas (Revenue per Segment), Net Margin per Segment, or measures of system performance such as System Uptime; or 


 

	 	•	 	Total shareholder return, the fair market value of a share of Common Stock, or the growth in value of an investment in the Common Stock assuming the reinvestment of dividends. 


The Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee
determines should be appropriately excluded or adjusted, including: 
 (a) restructurings, discontinued operations, extraordinary items or
events, and other unusual or non-recurring charges as described in Accounting Standards Codification 225-20, “Extraordinary and Unusual Items,” and/or management’s discussion and analysis of financial condition and results of
operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year; 
 (b) an event either not
directly related to the operations of the Company or not within the reasonable control of the Company’s management; or 
 (c) a change
in tax law or accounting standards required by generally accepted accounting principles. 

  
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 Performance goals may also be based upon individual participant performance goals, as determined
by the Committee, in its sole discretion. In addition, Awards may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion. 

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other
operational unit, administrative department or product category of the Company) performance under one or more of the measures described above relative to the performance of other companies. The Committee may also: 

(a) designate additional business criteria on which the performance goals may be based; or 

(b) adjust, modify or amend the aforementioned business criteria. 

  
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