exv10w27






EXHIBIT 10.27




ORBITZ WORLDWIDE, INC.

2007 EQUITY AND INCENTIVE PLAN

(As Amended and Restated as of December 5, 2008)





	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




- 1 -









 






	 	 	 	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
	 
	 	(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




- 2 -









 






	 	 	 	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.
	 
	 	(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),




- 3 -









 






	 	 	 	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.
	 
	 	(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



- 4 -









 







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.



     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) 1,000,000 shares of Stock
may be made subject to Options or SARs to a single individual in a single Plan Year, (ii) 1,000,000
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 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



- 5 -









 







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 rate
of interest to be credited with respect to such payments. In addition to the foregoing,
the Committee may impose on any Award or the exercise thereof, at the date of grant or
thereafter, such additional terms and conditions, not inconsistent with the provisions
of the Plan, as the Committee shall determine.
	 
	 	(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




- 6 -









 






	 	 	 	Committee or its designated agent.
	 
	 	(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).




- 7 -









 






	 	(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.
	 
	 	(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




- 8 -









 






	 	 	 	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.






	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




- 9 -









 






	 	 	 	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.




- 10 -









 






	 	(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.
	 
	 	(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.






- 11 -