EX-10.3






EXHIBIT 10.3




ORBITZ WORLDWIDE, INC.

2007 EQUITY AND INCENTIVE PLAN

(As amended and restated, effective June 2, 2009)




1. Purpose; Types of Awards; Construction.




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



2. Definitions.




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




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




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




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




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




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




     (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than (A) the Company, (B) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of
Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 30% or more of the combined
voting power of the Company’s then outstanding voting securities (excluding any person who
becomes such a beneficial owner in connection with a transaction immediately following which
the individuals who comprise the Board immediately prior thereto constitute at least a majority
of the Board of the entity surviving such transaction or, if the Company or the entity
surviving the transaction is then a subsidiary, the ultimate parent thereof);




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




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



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


Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue
of the consummation of any transaction or series of integrated transactions immediately following
which individuals who comprise the Board immediately prior thereto constitute at least a majority
of the board of directors of an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.





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




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




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




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




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




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




     (l) “Fair Market Value” means the fair market value determined in such manner as the
Committee, in its sole discretion, may deem equitable or as required by applicable law, rule or
regulation. Unless the Committee otherwise determines, with respect to an Award granted under the
Plan, “Fair Market Value” means (i) the mean between the highest and lowest reported sales price
per share of Stock on the national securities exchange on which the Stock is principally traded
on the date of grant of such Award, or if the date of grant is not a trading day, then the last
preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of
Stock are then traded in an over-the-counter market, the average of the closing bid and asked
prices for the shares of Stock in such over-the-counter market for the date of grant of such
Award, or if the date of grant is not a trading day, then the last preceding date on which there
was a sale of such Stock on such over-the-counter market.




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




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




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




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




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




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




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



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




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




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




     (w) “Performance Goals” means performance goals based on one or more of the following
criteria, determined in accordance with generally accepted accounting principles where
applicable: (i) pre-tax income or after-tax income; (ii) income or earnings including operating
income, earnings before or after taxes, interest, depreciation, amortization, and/or
extraordinary or special items; (iii) net income excluding amortization of intangible assets,
depreciation and impairment of goodwill and intangible assets and/or excluding charges
attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per
share (basic or diluted); (v) return on assets (gross or net), return on investment, return on
capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow
return on investment (discounted or otherwise), net cash provided by operations, or cash flow in
excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin;
(x) stock price or total stockholder return; (xi) income or earnings from continuing operations;
(xii) cost targets, reductions and savings, expense management, productivity and efficiencies;
and (xiii) strategic business criteria, consisting of one or more objectives based on meeting
specified market penetration or market share, geographic business expansion, customer
satisfaction, employee satisfaction, human resources management, supervision of litigation,
information technology, and goals relating to divestitures, joint ventures and similar
transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criterion or the attainment of a percentage increase or
decrease in the particular criterion, and may be applied to one or more of the Company or a
Parent or Subsidiary of the Company, or a division or strategic business unit of the Company, all
as determined by the Committee. The Performance Goals may include a threshold level of
performance below which no payment will be made (or no vesting will occur), levels of performance
at which specified payments will be paid (or specified vesting will occur), and a maximum level
of performance above which no additional payment will be made (or at which full vesting will
occur). Each of the foregoing Performance Goals shall be evaluated in accordance with generally
accepted accounting principles, where applicable, and shall be subject to certification by the
Committee. The Committee shall have the authority to make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events affecting the Company or any
Parent or Subsidiary of the Company or the financial statements of the Company or any Parent or
Subsidiary of the Company, in response to changes in applicable laws or regulations, or to
account for items of gain, loss or expense determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business or related to a
change in accounting principles.




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




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




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




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




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




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




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



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




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



3. Administration.




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



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



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



4. Eligibility.




     Awards may be granted to selected non-employee directors, officers and other employees,
advisors or consultants of the Company or any Parent or Subsidiary of the Company, in the
discretion of the Committee. In determining the persons to whom Awards shall be granted and the
type of any Award (including the number of shares to be covered by such Award), the Committee shall
take into account such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.



5. Stock Subject to the Plan.




     The maximum number of shares of Stock reserved for issuance under the Plan shall be
15,100,000, subject to adjustment as provided herein. No more than (i) 5,000,000 shares of Stock
may be made subject to NQSOs or SARs to a single individual in a single Plan Year,
(ii) 2,500,000 shares of Stock may be made subject to stock-based awards other than Options or SARs
(including Restricted Stock and Restricted Stock Units or Other Stock-Based Awards denominated in
shares of Stock) to a single individual in a single Plan Year, and (iii) 1,000,000 shares of Stock
may be issued pursuant to the exercise of ISO’s, in each case, subject to



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adjustment as provided herein. Determinations made in respect of the limitations set forth in
the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the
Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall
have been or may be reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or
if an Award terminates or expires without a distribution of shares to the Grantee, or if shares of
Stock are surrendered or withheld as payment of either the exercise price of an Award and/or
withholding taxes in respect of an Award, the shares of Stock with respect to such Award shall, to
the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or
expiration, again be available for Awards under the Plan. Upon the exercise of any Award granted in
tandem with any other Award, such related Award shall be cancelled to the extent of the number of
shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number
of shares shall no longer be available for Awards under the Plan.



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



6. Specific Terms of Awards.




     (a) General. The term of each Award shall be for such period as may be determined by
the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be
made by the Company or a Parent or Subsidiary of the Company upon the grant, vesting, maturation,
or exercise of an Award may be made in such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The Committee may make
rules relating to installment or deferred payments with respect to Awards, including the



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



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




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




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




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



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




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



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




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




     (b) Right Conferred. A SAR shall confer on the Grantee a right to receive an
amount with respect to each share subject thereto, upon exercise thereof, equal to the excess of
(1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price
of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the
exercise price of the underlying Option, and which in the case of any other SAR shall be such
price as the Committee may determine).




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




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




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



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




     (a) Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee may impose at
the date of grant or thereafter, which restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, or otherwise, as the Committee may
determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or
in part, only upon the attainment of Performance Goals. Except to the extent restricted under the
Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have
all of the rights of a stockholder including, without limitation, the right to vote Restricted
Stock and the right to receive dividends thereon.




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



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




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



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




     (a) Award and Restrictions. Delivery of Stock or cash, as determined by the
Committee, will occur upon expiration of the deferral period specified for Restricted Stock Units
by the Committee. The Committee may place restrictions on Restricted Stock Units that shall
lapse, in whole or in part, only upon the attainment of Performance Goals. The Committee may
award dividend equivalents relating to Restricted Stock Units on terms and conditions as it
determines.




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



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



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



7. Change in Control Provisions.




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




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




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



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8. General Provisions.





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




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




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




     (d) Stockholder Approval; Amendment and Termination.




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




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




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




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




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




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



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     (i) No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.




     (j) Regulations and Other Approvals.




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




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




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




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




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




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




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