EX-10.68



 Exhibit 10.68 

EXECUTION VERSION 

TRAVELPORT WORLDWIDE LIMITED 
  

 
 2014 OMNIBUS
INCENTIVE PLAN 
  
  

ARTICLE I 
 PURPOSE

 The purpose of this Travelport Worldwide Limited 2014 Omnibus Incentive Plan is to enhance the profitability and value of the Company
for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of
interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV. 

ARTICLE II 
 DEFINITIONS

 For purposes of the Plan, the following terms shall have the following meanings: 

2.1 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation,
trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by
the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the
Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to
Section 409A of the Code. 
 2.2 “Award” means any award under the Plan of any Stock Option, Stock Appreciation
Right, Restricted Stock Award, Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant. 

2.3 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to
an Award. 
 2.4 “Board” means the Board of Directors of the Company. 

2.5 “Cause” means, unless otherwise determined by the Committee in the applicable Award
Agreement, with respect to a Participant’s Termination of Employment or Termination of 







 
Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud,
incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity, repeated or material violation of any employment policy (including without
limitation the Travelport Code of Business Conduct & Ethics and any supplements thereto), violation or breach of any confidentiality agreement, work product agreement or other agreement between the Participant and the Company, or materially
unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in
control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such
agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control
actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under
applicable Georgia law. 
 2.6 “Change in Control” has the meaning set forth in 11.2. 

2.7 “Change in Control Price” has the meaning set forth in Section 11.1. 

2.8 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be
a reference to any successor provision and any treasury regulation promulgated thereunder. 
 2.9 “Committee” means
any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the
Plan. 
 2.10 “Common Stock” means the common stock, $0.0025 par value per share, of the Company. 

2.11 “Company” means Travelport Worldwide Limited, a Delaware corporation, and its successors by operation of law.

 2.12 “Consultant” means any natural person who is an advisor or consultant to the Company or its Affiliates. 

2.13 “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect
to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding
the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code. 

  
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 2.14 “Effective Date” means the effective date of the Plan as defined in
Article XV. 
 2.15 “Eligible Employees” means each employee of the Company or an Affiliate. 

2.16 “Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the
Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein. 
 2.17 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under
such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 

2.18 “Fair Market Value” means, for purposes of the Plan, unless otherwise provided in an Award Agreement or required
by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it
considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open. 

2.19 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of
Form S-8. 
 2.20 “Lead Underwriter” has the meaning set forth in Section 14.20. 

2.21 “Lock-Up Period” has the meaning set forth in Section 14.20. 

2.22 “Non-Employee Director” means a director or a member of the Board of the Company or any Affiliate who is not an
active employee of the Company or any Affiliate. 
 2.23 “Non-Tandem Stock Appreciation Right” shall mean the right
to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on
surrender of a Stock Option. 
 2.24 “Other Cash-Based Award” means an Award granted pursuant to Section 10.3
of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion. 

2.25 “Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by
reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate. 

  
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 2.26 “Parent” means any parent corporation of the Company within the
meaning of Section 424(e) of the Code. 
 2.27 “Participant” means an Eligible Individual to whom an Award has
been granted pursuant to the Plan. 
 2.28 “Performance Award” means an Award granted to a Participant pursuant to
Article IX hereof contingent upon achieving certain Performance Goals. 
 2.29 “Performance Goals” means goals
established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto. 

2.30 “Performance Period” means the designated period during which the Performance Goals must be satisfied with
respect to the Award to which the Performance Goals relate. 
 2.31 “Plan” means this Travelport Worldwide Limited
2014 Omnibus Incentive Plan, as amended from time to time. 
 2.32 “Proceeding” has the meaning set forth in
Section 14.9. 
 2.33 “Reference Stock Option” has the meaning set forth in Section 7.1. 

2.34 “Registration Date” means the date on which the Company sells its Common Stock in a bona fide, firm commitment
underwriting pursuant to a registration statement under the Securities Act. 
 2.35 “Reorganization” has the meaning
set forth in Section 4.2(b)(ii). 
 2.36 “Restricted Stock” means an Award of shares of Common Stock under the
Plan that is subject to restrictions under Article VIII. 
 2.37 “Restriction Period” has the meaning set forth
in Section 8.3(a) with respect to Restricted Stock. 
 2.38 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision. 

2.39 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code
and any applicable treasury regulations and other official guidance thereunder. 
 2.40 “Securities Act” means the
Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation
promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 

  
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 2.41 “Stock Appreciation Right” shall mean the right pursuant to an Award
granted under Article VII. 
 2.42 “Stock Option” or “Option” means any option to purchase
shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI. 
 2.43 “Subsidiary” means
any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code. 
 2.44 “Tandem Stock
Appreciation Right” shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such
Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof). 

2.45 “Ten Percent Stockholder” means a person owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent. 
 2.46 “Termination”
means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. 
 2.47
“Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until
such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the
Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the
applicable Award to Section 409A of the Code. 
 2.48 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of
such Non-Employee Director’s directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or
Termination of Consultancy, as the case may be. 
 2.49 “Termination of Employment” means: (a) a termination of
employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless
the Participant otherwise is, or thereupon becomes, 

  
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employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to
occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of
Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not
subject the applicable Award to Section 409A of the Code. 
 2.50 “Transfer” means: (a) when used as
a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value
and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning. 

ARTICLE III 

ADMINISTRATION 
 3.1
The Committee. The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee
director” under Rule 16b-3 and (b) an “independent director” under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the
Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. 

3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible
Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall
have the authority: 
 (a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder; 

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible
Individuals; 
 (c) to determine the number of shares of Common Stock to be covered by each Award granted hereunder; 

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not
limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any 

  
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forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole
discretion); 
 (e) to determine the amount of cash to be covered by each Award granted hereunder; 

(f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a
tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan; 
 (g) to determine whether and
under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d); 
 (h) to
determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole
discretion, following the date of the acquisition of such Award; 
 (i) to modify, extend or renew an Award, subject to Article XII and
Section 6.3(k), provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant; and 

(j) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans
(which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan. 

3.3 Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time,
deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special
guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding
the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. To the extent applicable, the Plan is intended to comply with the applicable requirements of
Rule 16b-3, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith. 
 3.4 Decisions
Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the
absolute discretion of 

  
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all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators,
successors and assigns. 
 3.5 Procedures. If the Committee is appointed, the Board shall designate one of the members of the
Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent
permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the
Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations
for the conduct of its business as it shall deem advisable. 
 3.6 Designation of Consultants/Liability. 

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan
and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee. 

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be
paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan.
To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted
under it. 
 3.7 Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and
By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held
harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts
necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s,
employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members may have
under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard
to Awards granted to such individual under the Plan. 

  
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 ARTICLE IV 

SHARE LIMITATION 
 4.1
Shares. The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 6,000,000 shares (subject to any increase or decrease
pursuant to Section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under
the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares
of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or
Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant
shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum grant date fair
value of any Award granted to any Non-Employee Director during any calendar year shall not exceed $500,000; provided, that the Committee shall have the authority to provide Awards to a non-employee director in excess of $500,000 upon a
finding that such non-employee director has or will provide extraordinary services in such fiscal year; provided, further, that such non-employee does not participate in such finding or otherwise in the issuance of such additional
Award. 
 4.2 Changes. 

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate,
(iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the
assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding. 
 (b) Subject to the provisions of
Section 11.1: 
 (i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock
into a greater number of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that
provide for a Participant elected exercise and the number of 

  
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shares of Common Stock covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants
under the Plan. 
 (ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation,
statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding shares of Common Stock are
converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a
“Reorganization”), then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other
property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof, shall
be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan. 

(iii) If there shall occur any change in the capital structure of the Company other than those covered by 

Section 4.2(b)(i) or 4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance
of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee may adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of
the rights granted to, or available for, Participants under the Plan. 
 (iv) Any such adjustment determined by the Committee pursuant to
this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an
Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in
this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2. 

(v) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b)
shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to
fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all
purposes of the Plan. 
 4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized
but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law. 

  
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 ARTICLE V 

ELIGIBILITY 
 5.1
General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

 5.2 General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned
upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively. 
 ARTICLE VI 

STOCK OPTIONS 
 6.1
Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. For the avoidance of doubt, Stock Options granted hereunder are not intended to qualify as “incentive stock options,” as defined
in Section 422 of the Code. 
 6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one
or more Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Stock Options. 

6.3 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable: 

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the
time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant. 

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be
exercisable more than 10 years after the date the Option is granted. 
 (c) Exercisability. Unless otherwise provided by the
Committee in accordance with the provisions of this Section 6.3, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of
grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the
Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock
Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. 

  
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 (d) Method of Exercise. Subject to whatever installment exercise and waiting period
provisions apply under Section 6.3(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common
Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by
applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to
deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, with the consent of the Committee, having the Company
withhold shares of Common Stock issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined
by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for. 

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or
thereafter that a Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Stock Option
that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the
applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Stock Option by a permissible transferee of a Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Stock Option shall be
subject to the terms of the Plan and the applicable Award Agreement. 
 (f) Termination by Death or Disability. Unless otherwise
determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are
vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period
of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the
Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date
of such death, but in no event beyond the expiration of the stated term of such Stock Options. 

  
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 (g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at
the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of
such Stock Options. 
 (h) Voluntary Resignation. Unless otherwise determined by the Committee at the time of grant, or if no rights
of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.3(i)(y) hereof), all Stock Options that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated term of
such Stock Options. 
 (i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights
of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.3(h)) after the occurrence of an event that would be grounds for a
Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination. 

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 

(k) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the
Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a
Participant are not reduced without such Participant’s consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender
of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not
be modified to reduce the exercise price thereof, a new Option may not, at a lower exercise price, be substituted for a surrendered Option and an outstanding Option for which the exercise price is higher than the Fair Market Value of such Award may
not be cancelled for cash or another Award (in each case, other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company 

(l) Limits on Repricing. An outstanding Option may not be modified to reduce the exercise price thereof, nor may a new Option at a
lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor may a new Option be substituted for cash or other


  
 13 








 
Awards to which a Participant is otherwise entitled, nor may the Committee take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of
the principal U.S. national securities exchange on which the Shares are listed unless such action is approved by the stockholders of the Company. 

(m) Deferred Delivery of Common Stock. The Committee may in its discretion permit Participants to defer delivery of Common Stock
acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A
of the Code. 
 (n) Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may
elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject
to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

 (o) Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise
of a Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the
Stock Option exceeds the exercise price of such Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan,
as the Committee shall deem appropriate. 
 ARTICLE VII 

STOCK APPRECIATION RIGHTS 

7.1 Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock
Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”). Such rights may be granted either at or after the time of the grant of such Reference Stock Option. 

7.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall be
subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following: 

(a) Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by
the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant. 

(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall
terminate and no longer be exercisable 

  
 14 








 
upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock
Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the
number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option. 

(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the
Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c). 

(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of
the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part,
shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised. 
 (e) Payment.
Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the
Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right
shall have been exercised, with the Committee having the right to determine the form of payment. 
 (f) Deemed Exercise of Reference
Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth
in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan. 
 (g) Non-Transferability. Tandem
Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.3(e) of the Plan. 

(h) Limits on Repricing. No Tandem Stock Appreciation Right may be modified to reduce the exercise price thereof nor may a new Tandem
Stock Appreciate Right at a lower price be substituted for a surrendered Non-Tandem Stock Appreciate Right (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor may the
Committee take any other action with respect to a Tandem Stock Appreciate Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed unless such action
is approved by the stockholders of the Company. 

  
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 7.3 Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may
also be granted without reference to any Stock Options granted under the Plan. 
 7.4 Terms and Conditions of Non-Tandem Stock
Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the
following: 
 (a) Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall
be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant. 

(b) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years
after the date the right is granted. 
 (c) Exercisability. Unless otherwise provided by the Committee in accordance with the
provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the
Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such
limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such
factors, if any, as the Committee shall determine, in its sole discretion. 
 (d) Method of Exercise. Subject to whatever installment
exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to
the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised. 
 (e) Payment. Upon the exercise of a
Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess
of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant. 

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a Participant’s
Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.3(f) through 6.3(j). 

  
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 (g) Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by
the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant. 

(h) Limits on Repricing. No Non-Tandem Stock Appreciation Right may be modified to reduce the exercise price thereof nor may a new
Non-Tandem Stock Appreciate Right at a lower price be substituted for a surrendered Non-Tandem Stock Appreciate Right (other than adjustments or substitutions in accordance with Section 4.2 or in connection with a Change in Control), nor
may the Committee take any other action with respect to a Non-Tandem Stock Appreciate Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed unless
such action is approved by the stockholders of the Company. 
 7.5 Limited Stock Appreciation Rights. The Committee may, in
its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change
in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant
shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with
respect to Non-Tandem Stock Appreciation Rights. 
 7.6 Other Terms and Conditions. The Committee may include a provision in
an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such
date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject
to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate. 

ARTICLE VIII 
 RESTRICTED
STOCK 
 8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other
Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the
Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. 

  
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 The Committee may condition the grant or vesting of Restricted Stock upon the attainment of
specified performance targets (including, the Performance Goals) or such other factor as the Committee may determine in its sole discretion. 

8.2 Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to
such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of
such Award. Further, such Award shall be subject to the following conditions: 
 (a) Purchase Price. The purchase price of Restricted
Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less
than par value. 
 (b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as
the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder. 

(c) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted
Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition
to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: 

“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of the Travelport Worldwide Limited (the “Company”) 2014 Omnibus Incentive Plan (the “Plan”) and an Agreement entered into between the registered owner and the
Company dated                    . Copies of such Plan and Agreement are on file at the principal office of the Company.” 

(d) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock
certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or
other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares
subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part. 

  
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 8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to
the Plan shall be subject to the following restrictions and conditions: 
 (a) Restriction Period. (i) The Participant shall not
be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award
Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii)
and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of
all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award. 

(ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee
shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later
date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. 
 (b) Rights
as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the
rights of a holder of shares of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right
to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period. 

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter,
subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance
with the terms and conditions established by the Committee at grant or thereafter. 
 (d) Lapse of Restrictions. If and when the
Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant,
except as otherwise required by applicable law or other limitations imposed by the Committee. 
 ARTICLE IX 

PERFORMANCE AWARDS 
 9.1
Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. If the Performance Award 

  
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is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the
Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee,
in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve. 

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and
conditions: 
 (a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall
determine the extent to which the Performance Goals are achieved and the percentage of each Performance Award that has been earned. 
 (b)
Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period. 

(c) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the
Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant. 

(d) Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance
Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in
its sole discretion, award an amount less than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate. 

(e) Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for
any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant. 

(f) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine,
the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award. 
 ARTICLE X 

OTHER STOCK-BASED AND CASH-BASED AWARDS 

10.1 Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other
Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded
purely as a bonus and not subject to restrictions or conditions, 

  
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shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units,
and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan. 

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or
times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the
completion of a specified Performance Period. 
 The Committee may condition the grant or vesting of Other Stock-Based Awards upon the
attainment of specified Performance Goals as the Committee may determine, in its sole discretion. 
 10.2 Terms and
Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions: 
 (a)
Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if
later, the date on which any applicable restriction, performance or deferral period lapses. 
 (b) Dividends. Unless otherwise
determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend
equivalents in respect of the number of shares of Common Stock covered by the Award. 
 (c) Vesting. Any Award under this Article X
and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion. 

(d) Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased
pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion. 
 10.3
Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum
consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to
restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the
Company’s assets for satisfaction of the Company’s payment obligation thereunder. 

  
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 ARTICLE XI 

CHANGE IN CONTROL PROVISIONS 

11.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the
Committee in an Award Agreement, a Participant’s unvested Awards shall only vest automatically upon a termination without Cause or, if provided in the applicable Award Agreement, for Constructive Termination (as defined in the applicable Award
Agreement), in each case, that occurs during the 24-month period following such Change in Control. A Participant’s Awards shall otherwise be treated in accordance with one or more of the following methods as determined by the Committee: 

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee
in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and
the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award
additional Restricted Stock or other Awards in lieu of any cash distribution. 
 (b) The Committee, in its sole discretion, may provide for
the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of
such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company. 

(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any
Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of
the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such
Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and,
provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void. 

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or
lapse of restrictions, of an Award at any time. 

  
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 11.2 Change in Control. Unless otherwise determined by the Committee in the
applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if: 

(a) Any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act or any successors thereto) becomes the
“beneficial owner” (as that term is used in Section 13(d) of the Exchange Act or any successor thereto), directly or indirectly, of 50% or more of the Company’s capital stock entitled to vote in the election of directors,
excluding any “person” who becomes a “beneficial owner” in connection with a Business Combination (as defined in paragraph (c) below) which does not constitute a Change in Control under said paragraph (c); 

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person
other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; 

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may
be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or 

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially
all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the
outstanding voting securities of the Company at the time of the sale. 
 Notwithstanding the foregoing, with respect to any Award that is characterized as
“nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a
“change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code. 

  
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 11.3 Initial Public Offering not a Change in Control. Notwithstanding the
foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control. 

ARTICLE XII 
 TERMINATION
OR AMENDMENT OF PLAN 
 Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in
whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or
terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or
termination, may not be impaired without the consent of such Participant and, provided further, that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable law, no amendment may be made
that would (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2); (ii) change the classification of individuals eligible to receive Awards under the Plan;
(iii) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (iv) extend the maximum option period under Section 6.3; (v) alter the Performance Goals for Restricted Stock, Performance Awards or Other
Stock-Based Awards as set forth in Exhibit A hereto; or (vi) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement
award. In no event may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Georgia to increase the aggregate number of shares of Common Stock that may be issued under the
Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require stockholder approval under Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on
which the Company’s securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply
with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such
amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent. 
 ARTICLE XIII

 UNFUNDED STATUS OF PLAN 

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to
which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the
Company. 

  
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 ARTICLE XIV 

GENERAL PROVISIONS 

14.1 Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award
under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include
any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock
is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 

14.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases. 

14.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder
shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the
right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time. 

14.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to
otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted
Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with
regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common
Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant. 

14.5 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically
provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person. 

  
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 14.6 Listing and Other Conditions. 

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored
by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and
until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected. 

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or
other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be
suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company. 

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

 (d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests
and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate. 

14.7 Stockholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the
receipt of shares of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation that shall set forth certain
restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply
to the Common Stock acquired under the Plan and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement
(or other agreement). 
 14.8 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed
in accordance with the laws of the State of Georgia (regardless of the law that might otherwise govern under applicable Georgia principles of conflict of laws). 

14.9 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THE PLAN OR ANY AWARD


  
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AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COURT OF COMPETENT JURISDICTION IN RESPECT OF ANY THEREOF, SHALL BE RESOLVED ONLY IN THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED, THE
APPROPRIATE GEORGIA STATE COURT OR SUPERIOR COURT AND THE APPELLATE COURTS HAVING JURISDICTION OF APPEALS IN SUCH COURTS. IN THAT CONTEXT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND EACH PARTICIPANT SHALL IRREVOCABLY AND
UNCONDITIONALLY (A) SUBMIT IN ANY PROCEEDING RELATING TO THE PLAN OR ANY AWARD AGREEMENT, OR FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF (A “PROCEEDING”), TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
COURT LOCATED IN ATLANTA, GEORGIA, THE APPROPRIATE GEORGIA STATE COURT OR SUPERIOR COURT, AND APPELLATE COURTS HAVING JURISDICTION OF APPEALS FROM ANY OF THE FOREGOING, AND AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH PROCEEDING SHALL BE HEARD AND
DETERMINED IN SUCH FEDERAL COURT LOCATED IN ATLANTA, GEORGIA, OR, IF REQUIRED, IN SUCH GEORGIA STATE COURT OR SUPERIOR COURT, (B) CONSENT THAT ANY SUCH PROCEEDING MAY AND SHALL BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT THE COMPANY
AND EACH PARTICIPANT MAY NOW OR THEREAFTER HAVE TO THE VENUE OR JURISDICTION OF ANY SUCH PROCEEDING IN ANY SUCH COURT OR THAT SUCH PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREE NOT TO PLEAD OR CLAIM THE SAME, (C) WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE PLAN OR ANY AWARD AGREEMENT, (D) AGREE THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE EFFECTED BY MAILING A COPY OF SUCH
PROCESS BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY, IN THE CASE OF A PARTICIPANT, AT THE PARTICIPANT’S ADDRESS SHOWN IN THE BOOKS AND RECORDS OF THE COMPANY OR, IN THE CASE OF THE
COMPANY, AT THE COMPANY’S PRINCIPAL OFFICES, ATTENTION GENERAL COUNSEL, AND (E) AGREE THAT NOTHING IN THE PLAN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY THE LAWS OF THE STATE OF GEORGIA. 

14.10 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were
also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. 

14.11 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. 

14.12 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common
Stock pursuant to Awards hereunder. 

  
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 14.13 No Right to Same Benefits. The provisions of Awards need not be the same with
respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. 
 14.14
Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the
Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and
conditions of the Plan. 
 14.15 Section 16(b) of the Exchange Act. All elections and transactions under the Plan by
persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder. 

14.16 Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the
Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code,
including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that
is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company
shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and,
in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company.
Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a
“specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first
six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. 

14.17 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including,
without limitation, the estate of such Participant and the executor, administrator or trustee of such estate. 

  
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 14.18 Severability of Provisions. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included. 

14.19 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person
incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the
Company, its Affiliates and their employees, agents and representatives with respect thereto. 
 14.20 Lock-Up Agreement. As a
condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to
sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable
or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a
registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents
as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such
Lock-Up Period. 
 14.21 Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 

14.22 Company Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be
subject to (i) any right that the Company may have under any 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 Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission. 

ARTICLE XV 
 EFFECTIVE
DATE OF PLAN 
 The Plan shall become effective on date of its adoption by the Board. 

ARTICLE XVI 
 TERM OF
PLAN 
 No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is
adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date. 

  
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 ARTICLE XVII 

NAME OF PLAN 
 The Plan
shall be known as the “Travelport Worldwide Limited 2014 Omnibus Incentive Plan.” 

  
 30 








 EXHIBIT A 

PERFORMANCE GOALS 

Performance goals established for purposes of Awards intended to be Performance Awards under Article IX of the Plan may be based on the
attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals: 
  

	 	•	 	earnings per share; 

  

	 	•	 	operating income; 

  

	 	•	 	gross income; 

  

	 	•	 	net income (before or after taxes); 

  

	 	•	 	cash flow; 

  

	 	•	 	gross profit; 

  

	 	•	 	gross profit return on investment; 

  

	 	•	 	gross margin return on investment; 

  

	 	•	 	gross margin; 

  

	 	•	 	operating margin; 

  

	 	•	 	working capital; 

  

	 	•	 	earnings before interest and taxes; 

  

	 	•	 	earnings before interest, tax, depreciation and amortization; 

  

	 	•	 	return on equity; 

  

	 	•	 	return on assets; 

  

	 	•	 	return on capital; 

  

	 	•	 	return on invested capital; 

  

	 	•	 	net revenues; 

  

	 	•	 	gross revenues; 

  

	 	•	 	revenue growth; 

  

	 	•	 	annual recurring revenues; 

  

	 	•	 	recurring revenues; 

  

	 	•	 	license revenues; 

  

	 	•	 	sales or market share; 

  

	 	•	 	total shareholder return; 

  

	 	•	 	economic value added; 

  

	 	•	 	specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private 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; 

  

	 	•	 	the fair market value of a share of Common Stock; 

  

	 	•	 	the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; 

  

	 	•	 	reduction in operating expenses; or 

  

	 	•	 	any other individual or corporate performance measure selected by the Committee. 


  
 A-1 








 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. 

Performance goals may also be based upon individual participant 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 corporations. 

  
 A-2