Exhibit
10.1


 


AGREEMENT AND
GENERAL RELEASE


 


Orbitz
Worldwide, Inc. (“Orbitz Worldwide”) and  Orbitz, L.L.C.
(collectively with their subsidiaries, the “Company”) and Bahman Koohestani
(hereinafter collectively with his heirs, executors, administrators, successors
and assigns, “EXECUTIVE”), mutually desire to enter into this Agreement and
General Release (“Agreement” or “Agreement and General Release”) and agree
that:


 


The terms of this Agreement are the products of
mutual negotiation and compromise between EXECUTIVE and the Company; and


 


The meaning, effect and terms of this Agreement have
been fully explained to EXECUTIVE; and


 


EXECUTIVE is hereby advised, in writing, by the
Company that he should consult with an attorney prior to executing this
Agreement; and


 


EXECUTIVE is being afforded at twenty-one (21) days
from his Last Day of Employment to consider the meaning and effect of this
Agreement; and EXECUTIVE may execute this Agreement after the Last Day
of Employment but may  not execute it more than twenty-one (21)
days after the Last Day of Employment; and


 


EXECUTIVE understands and acknowledges that, if he
executes this Agreement before the Last Day of Employment, it shall be null and
void and of no effect; and


 


EXECUTIVE understands that he may revoke this
Agreement for a period of seven (7) calendar days following the day he executes
this Agreement and this Agreement shall not become effective or enforceable
until the revocation period has expired, and no revocation has occurred (“the
Effective Date”). Any revocation within this period must be submitted,
in writing, to the Company’s Human Resources Department and state, “I hereby
revoke my acceptance of your Agreement and General Release.”  Said revocation must be personally delivered
to the Company’s Human Resources Department, or mailed to the Company’s Human
Resources Department and postmarked within seven (7) calendar days of execution
of this Agreement; and


 


EXECUTIVE has carefully considered other
alternatives to executing this Agreement and General Release.


 


THEREFORE, EXECUTIVE and the Company, for the full
and sufficient consideration set forth below, agree as follows:


 


1.             EXECUTIVE’S
Last Date of Employment shall be December 7, 2007 and EXECUTIVE shall receive
all wages earned through his Last Date of Employment, less applicable taxes,
withholding and other lawful deductions. Other than as set forth below,
EXECUTIVE shall not be eligible for any other payments from the Company.


 

















 


2.             In
consideration for the execution by EXECUTIVE of this Agreement and compliance
with the promises made in this Agreement, pursuant to the letter agreement
between EXECUTIVE and the Company (“the Letter Agreement”) that EXECUTIVE
signed on August 13, 2007, the Company agrees:


 


a.               to pay EXECUTIVE consideration in a lump sum
amount of three hundred twenty-five thousand dollars and no cents
($325,000.00), subject to applicable taxes, withholding and deductions. This
amount represents one year of EXECUTIVE’s current base annual salary and is
paid pursuant to the first bullet on page two of the Letter Agreement.


 


b.              to pay EXECUTIVE consideration in a lump sum
amount of two hundred forty-three thousand seven hundred fifty dollars and no
cents ($243,750.00), subject to applicable taxes, withholding and deductions. This
amount represents an amount equal to EXECUTIVE’s current annual target bonus
and is paid pursuant to the second bullet on page two of the Letter Agreement.


 


c.               to pay EXECUTIVE consideration in a lump sum
amount of one hundred four thousand four hundred sixty-one dollars and
sixty-four cents ($104,461.64), subject to applicable taxes, withholding and
deductions. This amount represents an amount equal to EXECUTIVE’s prorated
target bonus for the second half of 2007 and is paid pursuant to the third
bullet on page two of the Letter Agreement.


 


d.              to continue EXECUTIVE’s health plan coverage
through the end of the month in which his last date of employment occurs. Thereafter,
EXECUTIVE will be eligible to continue health plan coverage pursuant to the
terms of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If
EXECUTIVE elects to continue health plan coverage pursuant to COBRA, the
Company will subsidize his COBRA payments for the first twelve (12)  months so that EXECUTIVE will pay the same monthly premiums
as active employees for the same coverage; provided, however, that if EXECUTIVE
is eligible for another group health plan coverage prior to the end of this
period, the Company shall not be responsible for any further payments;
provided, further, however, that the Company may, in its sole discretion,
provide EXECUTIVE with a lump sum payment in lieu of providing a COBRA subsidy.
Thereafter, EXECUTIVE will be responsible for the full payment of any COBRA
premiums through the remainder of his eligibility.


 


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e.               to pay EXECUTIVE consideration in a lump sum
amount that, after applicable taxes, withholding and deductions, equals
thirty-seven thousand five hundred dollars and no cents, in lieu of any
relocation benefits following EXECUTIVE’s Last Date of Employment. In addition,
the Company shall continue EXECUTIVE’s relocation benefits through his Last
Date of Employment. For the avoidance of doubt, any expenses or costs related
to EXECUTIVE’s relocation and incurred after his Last Date of Employment are
the sole and complete responsibility of EXECUTIVE, not the Company.


 


f.                 to
provide EXECUTIVE with
outplacement benefits pursuant to Company policy.


 


g.              to provide EXECUTIVE with vesting of any
equity-based awards held by EXECUTIVE with respect to Orbitz Worldwide, Inc.
as, and to the extent, described in the definitive documentation related to
such awards.


 


h.              to
provide EXECUTIVE with a neutral reference to any entity other than the
Released Parties. Upon inquiry to the Human Resources department, prospective
employers (other than the Released Parties) will be advised only as to the
dates of EXECUTIVE’s employment and his most recent job title. Last salary will
be provided if EXECUTIVE has provided a written release for the same.


 


The
payments herein will be made as soon as reasonably practicable once this
Agreement has taken effect, but in no case more than sixty (60) days after
EXECUTIVE’s Last Date of Employment. This Agreement is intended to comply with
the requirements of Section 409A of the Internal Revenue Code (“Section 409A”)
and regulations promulgated thereunder.  To the extent that any provision
in this agreement is ambiguous as to its compliance with Section 409A, the
provision shall be read in such a manner so that all payments under this
agreement shall not incur an “additional tax” within the meaning of Section
409A(a)(1)(B) of the Code.


 


3.             EXECUTIVE
is obligated to pay any local, state or federal taxes that may become due and
owing on the payments and benefits provided under this Agreement and in this
regard agrees to hold the Company, their current and former parents, and their
shareholders, affiliates, subsidiaries, divisions, predecessors, successors and
assigns and the employees, officers, directors, advisors and agents thereof
(collectively referred to throughout this Agreement as the “Released Parties”,
or a “Released Party”) harmless for any taxes, interest or penalties deemed by
the government as due thereon from the Company or from him.


 


4.             EXECUTIVE
understands and agrees that he would not receive the monies and/or benefits
specified in paragraph 2 above, except for his execution of this Agreement, and
the fulfillment of the promises contained herein, and that such consideration
is greater than any amount to which he would otherwise be entitled as an
employee of the Company.


 


5.             Except as otherwise expressly provided by this Agreement
or the right to enforce the terms of this Agreement, EXECUTIVE, of his own free
will knowingly and voluntarily releases and forever discharges the Released
Parties, of and from any and all actions or causes of action,


 


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suits,
claims, charges, complaints, promises demands and contracts (whether oral or
written, express or implied from any source), or any nature whatsoever, known
or unknown, suspected or unsuspected, which against the Released Parties
EXECUTIVE or EXECUTIVE’S heirs, executors, administrators, successors or
assigns ever had, now have or hereafter can shall or may have by reason of any
matter, cause or thing whatsoever arising any time prior to the time EXECUTIVE
executes this Agreement, including, but not limited to:


 


a.               any and all matters arising
out of EXECUTIVE’s employment by the Company or any of the Released Parties and
the termination of that employment, and that includes but is not limited to any
claims for salary, allegedly unpaid wages, bonuses, commissions, retention pay,
severance pay, vacation pay, or any alleged violation of the National Labor
Relations Act, any claims for discrimination of any kind under the Age
Discrimination in Employment Act of 1967 as amended by the Older Workers
Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Sections
1981 through 1988 of Title 42 of the United States Code, any claims under the
Employee Retirement Income Security Act of 1974 (except for vested benefits
which are not affected by this Agreement), the Americans With Disabilities Act
of 1990, the Fair Labor Standards Act (to the extent such claims can be
released), the Occupational Safety and Health Act, the Consolidated Omnibus
Budget Reconciliation Act of 1985, the Federal Family and Medical Leave Act (to
the extent such claims can be released);


 


b.              Illinois Human Rights Act;
Minimum Wage Law; Equal Wage Act; Equal Pay Act of 2003; Wages for Women and
Minors Act; Religious Freedom Restoration Act Statutory Provision Regarding
Retaliation/Discrimination for Filing a Worker’s Compensation Claim; Equal Pay
Laws; School Visitation Rights Act; AIDS Confidentiality Act; Right to Privacy
Law; Genetic Information Privacy Act; the Cook County Human Rights Ordinance;
the Chicago Human Rights Ordinance, as amended; 
and


 


c.               any other federal, state or
local civil or human rights law, or any other alleged violation of any local,
state or federal law, regulation or ordinance, and/or public policy, implied or
expressed contract, fraud, negligence, estoppel, defamation, infliction of
emotional distress or other tort or common-law claim having any bearing
whatsoever on the terms and conditions and/or termination of his employment
with the Company including, but not limited to, any statutes or claims
providing for the award of costs, fees, or other expenses, including reasonable
attorneys’ fees, incurred in these matters.


 


Nothing
in the general release of claims in this paragraph 5 shall affect any vested
equity granted to EXECUTIVE under the Orbitz Worldwide, Inc. 2007 Equity and
Incentive Plan (“the Orbitz Plan”) and any vested equity granted to EXECUTIVE
under the TDS Investor (Cayman) L.P. 2006 Interest Plan (“the Travelport Plan”)
and the award agreements issued under the Orbitz Plan and the Travelport Plan.


 


6.             EXECUTIVE
also acknowledges that he does not have any current charge, claim or lawsuit
against one or more of the Released Parties pending before any local, state or
federal agency or court regarding his employment and his separation from
employment. EXECUTIVE understands that nothing in this release prevents him
from filing a charge or complaint with or


 


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from
participating in an investigation or proceeding conducted by the Equal
Employment Opportunity Commission (“EEOC”) or any other federal, state or local
agency charged with the enforcement of any employment or labor laws, although
by signing this Agreement EXECUTIVE is giving up any right to monetary recovery
that is based on any of the claims he has released. EXECUTIVE also understands
that if he files such a charge or
complaint, he has, as part of this Agreement, waived the right to receive any
remuneration beyond what EXECUTIVE has received in this Agreement.


 


7.             EXECUTIVE
shall not seek or be entitled to any personal recovery, in any action or
proceeding that may be commenced on EXECUTIVE’s behalf in any way arising out
of or relating to the matters released under this Agreement.


 


8.             EXECUTIVE represents that he has
not and agrees that he will not in any way disparage the Company or any
Released Party, their current and former officers, directors and employees, or
make or solicit any comments, statements, or the like to the media or to others
that may be considered to be derogatory or detrimental to the good name or
business reputation of any of the aforementioned parties or entities.


 


9.             EXECUTIVE acknowledges that in
connection with his employment, EXECUTIVE has had access to information of a
nature not generally disclosed to the public. EXECUTIVE agrees to keep
confidential and not disclose to anyone, unless legally compelled to do so, Confidential
and Proprietary Information. “Confidential and Proprietary Information”
includes but is not limited to all Company or any Released Party’s business and
strategic plans, financial details, computer programs, manuals, contracts,
current and prospective client and supplier lists, and all other documentation,
business knowledge, data, material, property and supplier lists, and
developments owned, possessed or controlled by the Company or any Released
Party, regardless of whether possessed or developed by EXECUTIVE in the course
of his employment. Such Confidential and Proprietary Information may or may not
be formally designated as confidential or proprietary and may be oral, written
or electronic media. Regardless of any formal designation, EXECUTIVE understands
and agrees that the Confidential and Proprietary Information is subject to
protection under this Agreement. EXECUTIVE understands that such information is
owned and shall continue to be owned solely by the Released Parties. EXECUTIVE
agrees that he will not use or disclose, directly or indirectly, in whole or in
part, any Confidential and Proprietary Information. EXECUTIVE acknowledges that
he has complied and will continue to comply with this commitment, both as an
employee and after the termination of his employment. EXECUTIVE also
acknowledges his continuing obligations under the Orbitz Worldwide, Inc. Code
of Business Conduct and Ethics. Nothing in this provision is intended to or may
be construed to limit in any way the full protection of trade secrets or
confidential information under applicable law.


 


10.           EXECUTIVE understands that if this
Agreement were not signed, he would have the right to voluntarily assist other
individuals or entities in bringing claims against Released Parties. EXECUTIVE
hereby waives that right and agrees that he will not provide any such
assistance other than assistance in an investigation or proceeding conducted by
the United States Equal Employment Opportunity Commission or other federal,
state or local agency, or pursuant to a valid subpoena or court order. EXECUTIVE
agrees that if such a request for assistance if by any agency of the federal,
state or local government, or pursuant to a valid subpoena or court order, he
shall advise the Company in writing of such a request no later than three (3)
days after receipt of such request.


 


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11.           EXECUTIVE
acknowledges and confirms that he has returned all company property to the
Company, including his identification card, and computer hardware and software,
all paper or computer based files, business documents, and/or other records as
well as all copies thereof, credit cards, keys and any other Company supplies
or equipment in his possession. In addition, any business related expenses for
which he seeks reimbursement have been documented and submitted to the Company.
Finally, any amounts owed to the Company have been paid.


 


12.           a.             For
a twelve (12) month period following the date he ceases to be employed by the
Company (the “Restricted Period”), i.e. December
7, 2008, EXECUTIVE shall not use his status with the Company to obtain loans,
goods or services from another organization on terms that would not be
available to him in the absence of his relationship to the Company.


 


b.             During the Restricted Period,
EXECUTIVE shall not make any statements or perform any acts intended to or
which may have the effect of advancing the interest of any Competitors of the
Company or in any way injuring the interests of the Company and the Company
shall not make or authorize any person to make any statement that would in any
way injure the personal or business reputation or interests of EXECUTIVE;
provided however, that, nothing herein shall preclude the Company or EXECUTIVE
from giving truthful testimony under oath in response to a subpoena or other
lawful process or truthful answers in response to questions from a government
investigation; provided, further, however, that nothing herein shall prohibit
the Company from disclosing the fact of any termination of EXECUTIVE’s
employment or the circumstances for such a termination. For purposes of this
Agreement, the term “Competitor” means any enterprise or business that is
engaged in, or has plans to engage in, at any time during the Restricted Period,
any activity that competes with the businesses conducted during or at the
termination of EXECUTIVE’s employment, or then proposed to be conducted, by the
Company in a manner that is or would be material in relation to the businesses
of the Company or the prospects for the businesses of the Company (in each
case, within 100 miles of any geographical area where the Company manufactures,
produces, sells, leases, rents, licenses or otherwise provides its products or
services). During the Restricted Period, EXECUTIVE, without prior express
written approval by the Orbitz Worldwide, Inc. Board of Directors (“the Board
of Directors”), shall not (A) engage in, or directly or indirectly (whether for
compensation or otherwise) manage, operate, or control, or join or participate
in the management, operation or control of a Competitor, in any capacity
(whether as an employee, officer, director, partner, consultant, agent,
advisor, or otherwise) or (B) develop, expand or promote, or assist in the
development, expansion or promotion of, any division of an enterprise or the
business intended to become a Competitor at any time after the end of the
Restricted Period or (C) own or hold a Proprietary Interest in, or directly
furnish any capital to, any Competitor of the Company. EXECUTIVE acknowledges
that the Company’s businesses are conducted nationally and internationally and
agree that the provisions in the foregoing sentence shall operate throughout
the United States and the world (subject to the definition of “Competitor”).


 


c.             During the Restricted Period,
EXECUTIVE, without express prior written approval from the Board of Directors,
shall not solicit any members or the then current clients of the


 


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Company for any
existing business of the Company or discuss with any employee of the Company
information or operations of any business intended to compete with the Company.


 


d.             During the Restricted Period,
EXECUTIVE shall not interfere with the employees or affairs of the Company or
solicit or induce any person who is an employee of the Company to terminate any
relationship such person may have with the Company, nor shall EXECUTIVE during
such period directly or indirectly engage, employ or compensate, or cause or
permit any person with which he may be affiliated, to engage, employ or
compensate, any employee of the Company.


 


e.             For the purposes of this Agreement,
“Proprietary Interest” means any legal, equitable or other ownership, whether
through stock holding or otherwise, of an interest in a business, firm or
entity; provided, that ownership of less than 5% of any class of equity
interest in a publicly held company shall not be deemed a Proprietary Interest.


 


f.              The period of time during which
the provisions of this section shall be in effect shall be extended by the
length of time during which EXECUTIVE is in breach of the terms hereof as
determined by any court of competent jurisdiction on the Company’s application
for injunctive relief.


 


g.             EXECUTIVE agrees that the restrictions contained in this
section are an essential element of the payments and benefits he is granted
hereunder and but for his agreement to comply with such restrictions, the
Company would not have entered into this Agreement.


 


h.             It is expressly understood and agreed that although
EXECUTIVE and the Company consider the restrictions contained in this section
to be reasonable, if a final judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction contained
in this Agreement is an unenforceable restriction against EXECUTIVE, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable. Alternatively,
if any court of competent jurisdiction finds that any restriction contained in
this Agreement is unenforceable, and such restriction cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any
of the other restrictions contained herein.


 


i.              EXECUTIVE acknowledges and agrees
that the Company’s remedies at law for a breach or threatened breach of any of
the provisions of this section would be inadequate and the Company would
suffer irreparable damages as a result of such breach or threatened breach. In
recognition of this fact, EXECUTIVE agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this agreement and obtain equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.
Without limiting the generality of the foregoing, neither party shall oppose
any motion the other party may make for any expedited discovery or hearing in
connection with any alleged breach of this paragraph 12.


 


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13.           This
Agreement is made in the State of Illinois and shall be interpreted under the
laws of said State. Its language shall be construed as a whole, according to
its fair meaning, and not strictly for or against either party. Should any
provision of this Agreement be declared illegal or unenforceable by any court
of competent jurisdiction and cannot be modified to be enforceable, including
the general release language, such provision shall immediately become null and
void, leaving the remainder of this in full force and effect. However, if as a
result of any action initiated by EXECUTIVE, any portion of the general release
language were ruled to be unenforceable for any reason, EXECUTIVE shall return
the payments and benefits paid under this Agreement to the Company.


 


14.           EXECUTIVE
agrees that neither this Agreement nor the furnishing of the consideration for
this Agreement shall be deemed or construed at any time for any purpose as an admission
by the Company of any liability or unlawful conduct of any kind, all of which
the Company denies.


 


15.           This Agreement may not be modified, altered or changed
except upon express written consent of both parties wherein specific reference
is made to this Agreement.


 


16.           This
Agreement sets forth the entire agreement between the parties hereto, and fully
supersedes any prior agreements or understandings between the parties, with the
exception of any non-compete, non-solicit or confidentiality agreement between
EXECUTIVE and the Company or one of their affiliates, which agreement(s) shall
survive the termination of EXECUTIVE’s employment in accordance with its own
terms.


 


17.           EXECUTIVE agrees to cooperate with
and make himself readily available to Orbitz Worldwide and its General Counsel,
as the Company may reasonably request, to assist it in any matter regarding the
Company or their affiliates, subsidiaries, and predecessors, including giving
truthful testimony in any litigation or potential litigation involving the
Company and their affiliates, subsidiaries, and their predecessors, over which
EXECUTIVE has knowledge or information. The Company will reimburse EXECUTIVE
for any and all reasonable expenses reasonably incurred in connection with
EXECUTIVE’s compliance with this paragraph.


 


18.           In
consideration for the payments and benefits provided to EXECUTIVE under this
Agreement, EXECUTIVE warrants and affirms to the Company that he has at all
times conducted himself as a fiduciary of, and with sole regard to that which
is in best interests of, Orbitz Worldwide and its affiliates and their
predecessors. He affirms that in conducting business for Orbitz Worldwide and
its affiliates and their predecessors, he has done so free from the influence
of any conflicting personal or professional interests, without favor for or
regard of personal considerations, and that he has not in any way violated the
Orbitz Worldwide Code of Business Conduct and Ethics, the Business Ethics
policy or any other of the Core Policies. Toward that end, EXECUTIVE
understands that this affirmation is a material provision of this Agreement,
and, should the Company determine that EXECUTIVE has engaged in business
practices inconsistent with the affirmation set forth herein then EXECUTIVE agrees
that he shall have committed a material breach of this Agreement, and any
payments and benefits provided to EXECUTIVE under this Agreement shall not have
been earned. In that case, EXECUTIVE shall be liable for the return of all
payments and benefits made to him or on his behalf under this Agreement.


 


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19.           At
the same time EXECUTIVE executes this Agreement, EXECUTIVE agrees to execute
and return with this Agreement the attached resignation letter concerning his
appointment as director, officer, and/or any other position of responsibility
requiring notification to a public registrar, or regulatory or governing body.


 


THE PARTIES HAVE READ AND FULLY CONSIDERED THIS
AGREEMENT AND GENERAL RELEASE AND ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH
AGREEMENT AND GENERAL RELEASE. EXECUTIVE UNDERSTANDS THAT THIS DOCUMENT
SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS HE 
HAD OR MIGHT HAVE AGAINST THE COMPANY; AND HE ACKNOWLEDGES THAT HE IS
NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN
THIS DOCUMENT. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO
FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND
BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE. IF
THIS DOCUMENT IS RETURNED EARLIER THAN 21 DAYS FROM THE LAST DATE OF
EMPLOYMENT, THEN EXECUTIVE ADDITIONALLY
ACKNOWLEDGES AND WARRANTS THAT HE HAS VOLUNTARILY AND KNOWINGLY WAIVED THE 21
DAY REVIEW PERIOD, AND THIS DECISION TO ACCEPT A SHORTENED PERIOD OF TIME IS
NOT INDUCED BY THE COMPANY THROUGH FRAUD, MISREPRESENTATION, A THREAT TO
WITHDRAW OR ALTER THE OFFER PRIOR TO THE EXPIRATION OF THE 21 DAYS, OR BY PROVIDING
DIFFERENT TERMS TO EMPLOYEES WHO SIGN RELEASES PRIOR TO THE EXPIRATION OF SUCH
TIME PERIOD.


 


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THEREFORE, the parties to this Agreement and General
Release now voluntarily and knowingly execute this Agreement.


 


	
   

  	
   

  	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Bahman Koohestani

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BAHMAN KOOHESTANI

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed and sworn before me

  	
   

  	
   

  	
   

  	
   

  
	
  this 7th day of December, 2007.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Chennin
  Kenyon

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ORBITZ WORLDWIDE, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Katherine Andreasen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  K. Andreasen 

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP, HR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed and sworn to before me

  	
   

  	
   

  	
   

  	
   

  
	
  this 7th day of December, 2007.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Chennin
  Kenyon

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ORBITZ, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Katherine Andreasen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  K. Andreasen 

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP, HR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed and sworn to before me

  	
   

  	
   

  	
   

  	
   

  
	
  this 7th day of December, 2007.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Chennin
  Kenyon

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
   

  
												



 


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To
the Board of Directors of


Orbitz
Worldwide, Inc.


500
West Madison


Chicago,
IL


 


In
connection with my employment within the Orbitz Worldwide, Inc. group of
companies which, for the avoidance of doubt means Orbitz Worldwide, Inc. and/or
its affiliates and subsidiaries (“Orbitz  Group”) and my appointment as director, officer, and/or any
other position of responsibility requiring notification to a public registrar,
or regulatory or governing body (“Executive Appointments”).


 


I
hereby resign from all and any Executive Appointments (as described above)
pertaining to my employment with the Orbitz Group with effect on my last day of
employment with the Orbitz  Group.


 


 


Sincerely,


 


 


	
  /s/
  Bahman Koohestani

  	
   

  
	
  Bahman
  Koohestani

  
	
   

  
	
   

  
	
  Date:
  12/07/07