exv10w29






Exhibit 10.29




EXECUTION COPY




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




          This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 5,
2008 by and among Orbitz Worldwide, Inc. (the “Company”) and Marsha Williams (“Executive”).




          WHEREAS, the Company and Executive entered into an Employment Agreement dated July 11, 2007
(the “Prior Agreement”);




          WHEREAS, the Company and Executive desires to amend and restate the Prior Agreement;




          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other
good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as
follows:




          1. Term of Employment. Subject to the provisions of Section 7 of this Agreement,
Executive shall continue to be employed by the Company or one of its subsidiaries for a period
commencing on July 9, 2007 and ending on July 9, 2010 (the “Employment Term”) on the terms and
subject to the conditions set forth in this Agreement; provided, however, that
commencing with July 9, 2010 and on each July 9 thereafter (each an “Extension Date”), the
Employment Term shall be automatically extended for an additional one-year period, unless the
Company or Executive provides the other party hereto 120 days prior written notice before the next
Extension Date that the Employment Term shall not be so extended.




          2. Position.




          (a) During the Employment Term, Executive shall serve as the Chief Financial Officer of the
Company. In such position, Executive shall have such duties and authority as shall be determined
from time to time by the Board of Directors of the Company (the “Board”) and the Chief Executive
Officer of the Company. If requested, Executive shall also serve as a member of the Board without
additional compensation.




          (b) During the Employment Term, Executive will devote Executive’s full business time and best
efforts to the performance of Executive’s duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which would conflict or interfere
with the rendition of such services either directly or indirectly, without the prior written
consent of the Board; provided that nothing herein shall preclude Executive, subject to the
prior approval of the Chairman of the Board or the Compensation Committee (or a similar functioning
committee) of the Board (which is hereby given for the boards listed on the Exhibit A attached
hereto), from accepting appointment to or continuing to serve on any board of directors or trustees
of any business corporation or any charitable organization; provided in each case, and in










 



 





the aggregate, that such activities do not conflict or interfere with the performance of
Executive’s duties hereunder or conflict with Section 8 of this Agreement.




          3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary
at the annual rate of $462,000, payable in regular installments in accordance with the Company’s
usual payment practices. Executive shall be entitled to such increases in Executive’s base salary,
if any, as may be determined from time to time in the sole discretion of the Board. Executive’s
annual base salary, as in effect from time to time, is hereinafter referred to as the “Base
Salary.”




          4. Bonus. Executive shall be eligible to participate in the Company’s incentive bonus
plan (currently, the Orbitz Worldwide, Inc. 2008 Bonus Plan (the “Bonus Plan”), subject to the
terms, conditions and eligibility requirements of the Bonus Plan. For purposes of the Bonus Plan,
Executive’s target bonus (the “Target Bonus”) shall be equal to eighty percent (80%) of Executive’s
eligible earnings (as defined in the Bonus Plan).




          5. Employee Benefits. During the Employment Term, Executive shall be entitled to
participate in the Company’s employee health and welfare benefit plans as in effect from time to
time (collectively “Employee Benefits”), on the same basis as those benefits are generally made
available to other executives of the Company.




          6. Business Expenses. During the Employment Term, reasonable business expenses
incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the
Company in accordance with Company policies.




          7. Termination. The Employment Term and Executive’s employment hereunder may be
terminated by either party at any time and for any reason; provided that Executive will be
required to give the Company at least 30 days advance written notice of any resignation of
Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of
this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the
Company and its affiliates.




          (a) By the Company For Cause or By Executive Other Than as a Result of a Constructive
Termination.




          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
for Cause (as defined below) and shall terminate automatically upon Executive’s resignation other
than as a result of a Constructive Termination (as defined in Section 7(c) of this Agreement);
provided that Executive will be required to give the Company at least 30 days advance
written notice of a resignation other than as a result of a Constructive Termination.




          (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s failure substantially
to perform Executive’s duties to the Company (other than as a result of total or partial incapacity
due to Disability) for a period of 10 days following receipt of written notice from the Company by
Executive of such failure; provided that it is understood that this clause (A) shall not
apply if the Company terminates Executive’s









 



 


employment because of dissatisfaction with actions taken by Executive in the good faith
performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the
Company or dishonesty in the performance of Executive’s duties to the Company, other than de
minimis conduct that would not typically result in sanction by an employer of an executive in
similar circumstances, (C) conviction which is not subject to routine appeals of right or a plea of
“no contest” for (x) a felony under the laws of the United States or any state thereof or (y) a
crime involving moral turpitude for which the potential penalty includes imprisonment of at least
one year, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s
duties or any act or omission which is materially injurious to the financial condition or business
reputation of the Company or its affiliates, or (E) Executive’s breach of the provisions of
Sections 8 or 9 of this Agreement (excluding a breach of Section 9(a) of this Agreement by a
statement made by Executive in good faith in Executive’s employment capacity); provided,
however, that Executive’s refusal to provide a certification in her capacity as the
Company’s Chief Financial Officer in connection with any periodic report or other documentation
filed by the Company under any applicable law, rule or regulation, shall not provide any basis for
Cause hereunder so long as the Executive reasonably and in good faith believed that she could not
provide such a certification.




          (iii) If Executive’s employment is terminated by the Company for Cause, or if Executive
resigns other than as a result of a Constructive Termination, Executive shall be entitled to
receive:





     (A) the Base Salary through the date of Executive’s termination;




     (B) any amounts earned under the Bonus Plan, but unpaid, as of the date of
Executive’s termination for the immediately preceding fiscal year (except to the
extent payment is otherwise deferred pursuant to any applicable deferred
compensation arrangement with the Company);




     (C) reimbursement, within 60 days following submission by Executive to the
Company of appropriate supporting documentation, for any unreimbursed business
expenses properly incurred by Executive in accordance with Company policy prior to
the date of Executive’s termination; provided that claims for such
reimbursement (accompanied by appropriate supporting documentation) are submitted
to the Company within 90 days following the date of Executive’s termination; and




     (D) such Employee Benefits, if any, as to which Executive may be entitled
under the employee health and welfare benefit plans of the Company (the amounts
described in clauses (A) through (D) hereof being referred to as the “Accrued
Rights”).


Following such termination of Executive’s employment by the Company for Cause or resignation by
Executive other than as a result of a Constructive Termination, except as set forth in this Section
7(a)(iii), Executive shall have no further rights to any compensation or any other benefits under
this Agreement.










 



 




          (b) Disability or Death.




          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s
death and may be terminated by the Company if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of nine (9) consecutive months or for an
aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform
Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as
to the existence of the Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually acceptable to
Executive and the Company. If Executive and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the Agreement and any other
agreement between any Company and Executive that incorporates the definition of “Disability”.




          (ii) Upon termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to receive:





     (A) the Accrued Rights;




     (B) the pro rata portion of any such amount, if any, that Executive would have
been entitled to receive under the Bonus Plan during the year of the date of
Executive’s termination of employment based upon the number of days of such year
that shall have elapsed and for which Executive had not otherwise received any
amounts under the Bonus Plan in respect of such year through the date of
Executive’s termination of employment, payable when such amounts would have
otherwise been payable to Executive pursuant to the Bonus Plan had Executive’s
employment not terminated; and




     (C) vesting of any equity-based awards then held by Executive with respect to
the Company or its affiliates as, and to the extent, described in the definitive
documentation related to such awards.


Following Executive’s termination of employment due to death or Disability, except as set forth in
this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other
benefits under this Agreement.




          (c) By the Company Without Cause or Resignation by Executive as a result of Constructive
Termination.




          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
without Cause or by Executive’s as a result of a Constructive Termination.










 



 




          (ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have
occurred upon (A) any material reduction in Executive’s Base Salary or Target Bonus (excluding any
change in value of equity incentives or a reduction affecting substantially all similarly-situated
executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due,
(C) the primary business office for Executive being relocated by more than 50 miles, (D) the
Company’s election not to renew the initial Employment Term or any subsequent extension thereof
(except as a result of Executive’s reaching retirement age, as determined by Company policy), or
not to assign this contract pursuant to Section 11(e) of this Agreement, or (E) a material and
sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement;
provided that any of the events described in clauses (A)-(E) of this Section 7(c)(ii) shall
constitute a Constructive Termination only if the Company fails to cure such event within 30 days
after receipt from Executive of written notice of the event which constitutes a Constructive
Termination; provided, further, that a “Constructive Termination” shall cease to
exist for an event on the 60th day following the later of its occurrence or Executive’s
knowledge thereof, unless Executive has given the Company written notice thereof prior to such
date.




          (iii) If Executive’s employment is terminated by the Company without Cause (other than by
reason of death or Disability) or if Executive resigns as a result of a Constructive Termination,
Executive shall be entitled to receive:





     (A) the Accrued Rights;




     (B) the pro rata portion of such amounts, if any, that Executive would have
been entitled to receive under the Bonus Plan during the year of the date of
Executive’s termination of employment based upon the number of days of such year
that shall have elapsed and for which Executive had not otherwise received any
amounts under the Bonus Plan in respect of such year through the date of
Executive’s termination of employment, payable when such amounts would have
otherwise been payable to Executive pursuant to the Bonus Plan had Executive’s
employment not terminated;




     (C) subject to Executive’s continued compliance with the provisions of
Sections 8 and 9 of this Agreement, continued payment of the Base Salary and Target
Bonus in accordance with the Company’s normal payroll practices, as in effect on
the date of termination of Executive’s employment, for twelve months after the date
of such termination; provided that the aggregate amount described in this
clause (C) shall be reduced by the present value of any other cash severance
benefits payable to Executive under any other severance plans, programs or
arrangements of the Company or its affiliates; provided further,
that such reduction shall not include any payments made to Executive under any
equity-based award program; and









 







     (D) vesting of any equity-based awards then held by Executive with respect to
the Company or its affiliates as, and to the extent, described in the definitive
documentation related to such awards.




Following Executive’s termination of employment by the Company without Cause (other
than by reason of Executive’s death or Disability) or by Executive’s resignation as
a result of a Constructive Termination, except as set forth in this Section 7(c)
(iii), Executive shall have no further rights to any compensation or any other
benefits under this Agreement.



          (d) Expiration of Employment Term.




          (i) Election Not to Extend the Employment Term. In the event either party elects not
to extend the Employment Term pursuant to Section 1 of this Agreement, unless Executive’s
employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7,
Executive’s termination of employment hereunder (whether or not Executive continues as an employee
of the Company or its subsidiaries thereafter) shall be deemed to occur on the close of business on
the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to
receive the Accrued Rights. Following such termination of Executive’s employment hereunder as a
result of either party’s election not to extend the Employment Term, except as set forth in this
Section 7(d)(i), Executive shall have no further rights to any compensation or any other benefits
under this Agreement.




          (ii) Continued Employment Beyond the Expiration of the Employment Term. Unless the
parties otherwise agree in writing, continuation of Executive’s employment with the Company or its
subsidiaries beyond the expiration of the Employment Term shall be deemed an employment at-will and
shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment
may thereafter be terminated at will by either Executive or the Company; provided that the
provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this
Agreement or Executive’s termination of employment hereunder.




          (e) Notice of Termination. Any purported termination of employment by the Company or
by Executive (other than due to Executive’s death) shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 11 (i) hereof. For purposes of
this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of employment under the
provision so indicated.




          (f) Board/Committee Resignation. Upon termination of Executive’s employment for any
reason, Executive agrees to resign, as of the date of such termination and to the extent
applicable, from the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company’s affiliates.










 








          8. Non-Competition.




          (a) From the date of this Agreement until the end of the one-year period following the date
Executive ceases to be employed by the Company or one of its subsidiaries (the “Restricted
Period”), irrespective of the cause, manner or time of any termination of employment, Executive
shall not obtain loans, goods or services from another organization on terms that would not be
available to her in the absence of her relationship to the Company or any of its affiliates.




          (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 Competitors of any of the Company’s affiliates or in any way injuring the interests of
the Company or any of the Company’s affiliates; provided, however, that, subject to
Section 9 of this Agreement, nothing herein shall preclude the 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 or responding to statements made by or on
behalf of the Company about Executive or her activities with the Company; provided,
further, however, that nothing herein shall prohibit the Company and its affiliates
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 person, enterprise
entity, 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, or proposed to be
conducted, by the Company or its affiliates at any time during the Executive’s employment, in a
manner that is or would be material in relation to the businesses of the Company or its affiliates
or to the prospects for the businesses of the Company or its affiliates. Such business includes,
but is not limited to, the Company’s or its affiliates’ manufacture, production, sale, lease,
rental, licensing or otherwise providing its products or services.




          (c) During the Restricted Period, Executive, without prior express written approval by the
Board, shall not, within 100 miles of any geographical area of the Company or its affiliates: (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
during or 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 and its affiliates businesses are conducted nationally and internationally and agrees
that the provisions in the foregoing sentence shall operate throughout the United States and the
world (subject to the definition of “Competitor”).




          (d) During the Restricted Period, Executive, without express prior written approval from the
Board, shall not solicit any members or the then current clients of the Company or any of its
affiliates for any existing business of the Company or any of its









 






affiliates or discuss with any employee of the Company or any of its affiliates information or
operations of any business intended to compete with the Company or any of its affiliates.




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




          (f) 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.




          (g) The period of time during which the provisions of this Section 8 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.




          (h) Executive agrees that the restrictions contained in this Section 8 are an essential
element of the compensation Executive is granted hereunder and but for Executive’s agreement to
comply with such restrictions, the Company would not have entered into this Agreement.




          (i) It is expressly understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 8 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.




          (j) For purposes of this Section 8 only, the term “affiliates” of the Company shall not
include companies owned by The Blackstone Group that are in businesses other than those conducted
or planned to be conducted by the Company and its subsidiaries.










 








          9. Confidentiality; Intellectual Property.




          (a) Confidentiality.




          (i) Executive will not at any time (whether during or after Executive’s employment with the
Company) (x) retain or use for the benefit, purposes or account of Executive or any other person;
or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person
outside the Company (other than its professional advisers who are bound by confidentiality
obligations), any non-public, proprietary or confidential information —including without
limitation trade secrets, know-how, research and development, software, databases, inventions,
processes, formulae, technology, designs and other intellectual property, information concerning
finances, investments, profits, pricing, costs, products, services, vendors, customers, clients,
partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing,
promotions, government and regulatory activities and approvals — concerning the past, current or
future business, activities and operations of the Company, its subsidiaries or affiliates and/or
any third party that has disclosed or provided any of same to the Company on a confidential basis
(“Confidential Information”) without the prior written authorization of the Board.




          (ii) “Confidential Information” shall not include any information that is (a) generally known
to the industry or the public other than as a result of Executive’s breach of this covenant or any
breach of other confidentiality obligations by third parties; (b) made legitimately available to
Executive by a third party without breach of any confidentiality obligation; or (c) required by law
to be disclosed; provided that Executive shall give prompt written notice to the Company of
such requirement, disclose no more information than is so required, and cooperate, at the Company’s
cost, with any attempts by the Company to obtain a protective order or similar treatment.




          (iii) Except as required by law, Executive will not disclose to anyone, other than Executive’s
immediate family and legal or financial advisors, the existence or contents of this Agreement
(unless this Agreement shall be publicly available as a result of a regulatory filing made by the
Company or its affiliates); provided that Executive may disclose to any prospective future
employer the provisions of Sections 8 and 9 of this Agreement provided they agree to maintain the
confidentiality of such terms.




          (iv) Upon termination of Executive’s employment with the Company for any reason, Executive
shall (x) cease and not thereafter commence use of any Confidential Information or intellectual
property (including without limitation, any patent, invention, copyright, trade secret, trademark,
trade name, logo, domain name or other source indicator) owned or used by the Company, its
subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the
Company’s option, all originals and copies in any form or medium (including memoranda, books,
papers, plans, computer files, letters and other data) in Executive’s possession or control
(including any of the foregoing stored or located in Executive’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential Information or otherwise
relate to the business of the Company, its affiliates and subsidiaries, except that









 






Executive may retain only those portions of any personal notes, notebooks and diaries that do
not contain any Confidential Information; and (z) notify and fully cooperate with the Company
regarding the delivery or destruction of any other Confidential Information of which Executive is
or becomes aware.




          (b) Intellectual Property.




          (i) If Executive has created, invented, designed, developed, contributed to or improved any
works of authorship, inventions, intellectual property, materials, documents or other work product
(including without limitation, research, reports, software, databases, systems, applications,
presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with
third parties, prior to Executive’s employment by the Company, that are relevant to or implicated
by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive,
royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual
property rights (including rights under patent, industrial property, copyright, trademark, trade
secret, unfair competition and related laws) therein for all purposes in connection with the
Company’s current and future business.




          (ii) If Executive creates, invents, designs, develops, contributes to or improves any Works,
either alone or with third parties, at any time during Executive’s employment by the Company and
within the scope of such employment and/or with the use of any the Company resources (“Company
Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably
assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and
intellectual property rights therein (including rights under patent, industrial property,
copyright, trademark, trade secret, unfair competition and related laws) to the Company to the
extent ownership of any such rights does not vest originally in the Company.




          (iii) Executive agrees to keep and maintain adequate and current written records (in the form
of notes, sketches, drawings, and any other form or media requested by the Company) of all Company
Works. The records will be available to and remain the sole property and intellectual property of
the Company at all times.




          (iv) Executive shall take all requested actions and execute all requested documents (including
any licenses or assignments required by a government contract) at the Company’s expense (but
without further remuneration) to assist the Company in validating, maintaining, protecting,
enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior
Works and Company Works. If the Company is unable for any other reason to secure Executive’s
signature on any document for this purpose, then Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney
in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all
other lawfully permitted acts in connection with the foregoing.




          (v) Executive shall not improperly use for the benefit of, bring to any premises of, divulge,
disclose, communicate, reveal, transfer or provide access to, or









 






share with the Company any confidential, proprietary or non-public information or intellectual
property relating to a former employer or other third party without the prior written permission of
such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company
and its officers, directors, partners, employees, agents and representatives from any breach of the
foregoing covenant. Executive shall comply with all relevant policies and guidelines of the
Company, including regarding the protection of confidential information and intellectual property
and potential conflicts of interest. Executive acknowledges that the Company may amend any such
policies and guidelines from time to time, and that Executive remains at all times bound by their
most current version.




          (vi) The provisions of Section 8 and 9 of this Agreement shall survive the termination of
Executive’s employment for any reason.




          10. Specific Performance. Executive acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions of Sections 8 or 9 of
this Agreement 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.




          11. Miscellaneous.




          (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois, without regard to conflicts of laws principles thereof.




          (b) Entire Agreement/Amendments. This Agreement contains the entire understanding of
the parties with respect to the employment of Executive by the Company. There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein. This Agreement may not be
altered, modified, or amended except by written instrument signed by the parties hereto.




          (c) No Waiver. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive
such party of the right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.




          (d) Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions of this Agreement shall not be affected
thereby.










 








          (e) Assignment. This Agreement, and all of Executive’s rights and duties hereunder,
shall not be assignable or delegable by Executive. Any purported assignment or delegation by
Executive in violation of the foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate
or a successor in interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall become the rights and
obligations of such affiliate or successor person or entity.




          (f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts
provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim
or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not
be required to mitigate the amount of any payment provided for pursuant to this Agreement by
seeking other employment, taking into account the provisions of Section 9 of this Agreement.




          (g) Compliance with IRC Section 409A. Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is
a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable
hereunder as a result of such termination of employment is necessary in order to prevent any
accelerated or additional tax under Section 409A of the Code, then the Company will defer the
commencement of the payment of any such payments or benefits hereunder (without any reduction in
such payments or benefits ultimately paid or provided to Executive) until the date that is six
months following Executive’s termination of employment with the Company (or the earliest date as is
permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits
due to Executive hereunder could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make
such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment
or other benefits shall be restructured, to the extent possible, in a manner, determined by the
Board (or any committees thereof), that does not cause such an accelerated or additional tax. The
Company shall consult with Executive in good faith regarding the implementation of the provisions
of this Section 11(g); provided that neither the Company nor any of its employees or
representatives shall have any liability to Executive with respect thereto.




          (h) Successors; Binding Agreement. This Agreement shall inure to the benefit of and
be binding upon personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.




          (i) Notice. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three days after it has been mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below in this Agreement, or to









 






such other address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon receipt.




          If to the Company, addressed to:



Orbitz Worldwide, Inc.

500 W. Madison Street

Chicago, Illinois 60606

Attention: General Counsel

Fax: (312) 896-9089




          If to Executive, at the current address listed in the Company’s records.




          (j) Executive Representation. Executive hereby represents to the Company that the
execution and delivery of this Agreement by Executive and the Company and the performance by
Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy to which Executive
is a party or otherwise bound.




          (k) Prior Agreements. This Agreement supersedes all prior agreements and
understandings (including verbal agreements) between Executive and the Company and/or its
affiliates regarding the terms and conditions of Executive’s employment with the Company and/or its
affiliates (collectively, the “Prior Agreements”). For the avoidance of doubt, Prior Agreements
shall not include any equity award agreements or other written understandings or agreements, in
each case to the extent that they relate to equity incentives.




          (l) Cooperation. Executive shall provide Executive’s reasonable cooperation in
connection with any action or proceeding (or any appeal from any action or proceeding) which
relates to events occurring during Executive’s employment hereunder. This provision shall survive
any termination of this Agreement.




          (m) Withholding Taxes. The Company may withhold from any amounts payable under this
Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.




          (n) Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.




          (o) Arbitration. Except as otherwise provided in Section 10 of this Agreement, any
controversy, dispute, or claim arising out of, in connection with, or in relation to, the
interpretation, performance or breach of this Agreement, including, without limitation, the
validity, scope, and enforceability of this section, may at the election of any party, be solely
and finally settled by arbitration conducted in Chicago, Illinois, by and in accordance with the
then existing rules for commercial arbitration of the American Arbitration Association, or any
successor organization and with the









 






Expedited Procedures thereof (collectively, the “Rules”). Each of the parties hereto agrees
that such arbitration shall be conducted by a single arbitrator selected in accordance with the
Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter
which is the subject of the dispute. Any of the parties may demand arbitration by written notice
to the other and to the Arbitrator set forth in this Section 11(o) (“Demand for Arbitration”).
Each of the parties agrees that if possible, the award shall be made in writing no more than 30
days following the end of the proceeding. Any award rendered by the arbitrator(s) shall be final
and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the
parties hereto agrees to treat as confidential the results of any arbitration (including, without
limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such
results to any unauthorized person. The parties intend that this agreement to arbitrate be valid,
enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each
party shall pay its own legal fees and expenses, provided, however, that the parties agree to share
the cost of the Arbitrator’s fees.




     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	ORBITZ WORLDWIDE, INC.

 	 
	 	/s/ James P. Shaughnessy
 	 
	 	By: James P. Shaughnessy 	 
	 	Title:  	SVP, Chief Administrative Officer and

General Counsel 	 
	 



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Marsha Williams
 	 
	 	Marsha Williams 	 
	 	 	 









 





	 	 	 	 	 




EXHIBIT A

BOARDS THAT MARSHA WILLIAMS SERVES ON AS OF 

DECEMBER 5, 2008





	 	1.	 	Chicago Bridge & Iron Company N.V.
	 
	 	2.	 	Modine Manufacturing Company
	 
	 	3.	 	The Davis Funds
	 
	 	4.	 	The Selected Funds (resigning December
2008/January 2009)
	 
	 	5.	 	Fifth Third Bancorp (joining December 2008)