the aggregate, that such activities do not conflict or interfere with the performance ofExecutive’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 salaryat the annual rate of $462,000, payable in regular installments in accordance with the Company’susual 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’sannual base salary, as in effect from time to time, is hereinafter referred to as the “BaseSalary.”          4. Bonus. Executive shall be eligible to participate in the Company’s incentive bonusplan (currently, the Orbitz Worldwide, Inc. 2008 Bonus Plan (the “Bonus Plan”), subject to theterms, 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’seligible earnings (as defined in the Bonus Plan).          5. Employee Benefits. During the Employment Term, Executive shall be entitled toparticipate in the Company’s employee health and welfare benefit plans as in effect from time totime (collectively “Employee Benefits”), on the same basis as those benefits are generally madeavailable to other executives of the Company.          6. Business Expenses. During the Employment Term, reasonable business expensesincurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by theCompany in accordance with Company policies.          7. Termination. The Employment Term and Executive’s employment hereunder may beterminated by either party at any time and for any reason; provided that Executive will berequired to give the Company at least 30 days advance written notice of any resignation ofExecutive’s employment. Notwithstanding any other provision of this Agreement, the provisions ofthis Section 7 shall exclusively govern Executive’s rights upon termination of employment with theCompany and its affiliates.          (a) By the Company For Cause or By Executive Other Than as a Result of a ConstructiveTermination.          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companyfor Cause (as defined below) and shall terminate automatically upon Executive’s resignation otherthan 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 advancewritten 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 substantiallyto perform Executive’s duties to the Company (other than as a result of total or partial incapacitydue to Disability) for a period of 10 days following receipt of written notice from the Company byExecutive of such failure; provided that it is understood that this clause (A) shall notapply if the Company terminates Executive’s

 

 employment because of dissatisfaction with actions taken by Executive in the good faithperformance of Executive’s duties to the Company, (B) theft or embezzlement of property of theCompany or dishonesty in the performance of Executive’s duties to the Company, other than deminimis conduct that would not typically result in sanction by an employer of an executive insimilar 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) acrime involving moral turpitude for which the potential penalty includes imprisonment of at leastone year, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’sduties or any act or omission which is materially injurious to the financial condition or businessreputation of the Company or its affiliates, or (E) Executive’s breach of the provisions ofSections 8 or 9 of this Agreement (excluding a breach of Section 9(a) of this Agreement by astatement 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 theCompany’s Chief Financial Officer in connection with any periodic report or other documentationfiled by the Company under any applicable law, rule or regulation, shall not provide any basis forCause hereunder so long as the Executive reasonably and in good faith believed that she could notprovide such a certification.          (iii) If Executive’s employment is terminated by the Company for Cause, or if Executiveresigns other than as a result of a Constructive Termination, Executive shall be entitled toreceive:     (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 ofExecutive’s termination for the immediately preceding fiscal year (except to theextent payment is otherwise deferred pursuant to any applicable deferredcompensation arrangement with the Company);     (C) reimbursement, within 60 days following submission by Executive to theCompany of appropriate supporting documentation, for any unreimbursed businessexpenses properly incurred by Executive in accordance with Company policy prior tothe date of Executive’s termination; provided that claims for suchreimbursement (accompanied by appropriate supporting documentation) are submittedto 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 entitledunder the employee health and welfare benefit plans of the Company (the amountsdescribed in clauses (A) through (D) hereof being referred to as the “AccruedRights”).Following such termination of Executive’s employment by the Company for Cause or resignation byExecutive other than as a result of a Constructive Termination, except as set forth in this Section7(a)(iii), Executive shall have no further rights to any compensation or any other benefits underthis Agreement.

 

           (b) Disability or Death.          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’sdeath and may be terminated by the Company if Executive becomes physically or mentallyincapacitated and is therefore unable for a period of nine (9) consecutive months or for anaggregate of twelve (12) months in any eighteen (18) consecutive month period to performExecutive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question asto the existence of the Disability of Executive as to which Executive and the Company cannot agreeshall be determined in writing by a qualified independent physician mutually acceptable toExecutive and the Company. If Executive and the Company cannot agree as to a qualified independentphysician, each shall appoint such a physician and those two physicians shall select a third whoshall make such determination in writing. The determination of Disability made in writing to theCompany and Executive shall be final and conclusive for all purposes of the Agreement and any otheragreement 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 havebeen entitled to receive under the Bonus Plan during the year of the date ofExecutive’s termination of employment based upon the number of days of such yearthat shall have elapsed and for which Executive had not otherwise received anyamounts under the Bonus Plan in respect of such year through the date ofExecutive’s termination of employment, payable when such amounts would haveotherwise been payable to Executive pursuant to the Bonus Plan had Executive’semployment not terminated; and     (C) vesting of any equity-based awards then held by Executive with respect tothe Company or its affiliates as, and to the extent, described in the definitivedocumentation related to such awards.Following Executive’s termination of employment due to death or Disability, except as set forth inthis Section 7(b)(ii), Executive shall have no further rights to any compensation or any otherbenefits under this Agreement.          (c) By the Company Without Cause or Resignation by Executive as a result of ConstructiveTermination.          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companywithout 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 haveoccurred upon (A) any material reduction in Executive’s Base Salary or Target Bonus (excluding anychange in value of equity incentives or a reduction affecting substantially all similarly-situatedexecutives), (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) theCompany’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), ornot to assign this contract pursuant to Section 11(e) of this Agreement, or (E) a material andsustained 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) shallconstitute a Constructive Termination only if the Company fails to cure such event within 30 daysafter receipt from Executive of written notice of the event which constitutes a ConstructiveTermination; provided, further, that a “Constructive Termination” shall cease toexist for an event on the 60th day following the later of its occurrence or Executive’sknowledge thereof, unless Executive has given the Company written notice thereof prior to suchdate.          (iii) If Executive’s employment is terminated by the Company without Cause (other than byreason 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 havebeen entitled to receive under the Bonus Plan during the year of the date ofExecutive’s termination of employment based upon the number of days of such yearthat shall have elapsed and for which Executive had not otherwise received anyamounts under the Bonus Plan in respect of such year through the date ofExecutive’s termination of employment, payable when such amounts would haveotherwise been payable to Executive pursuant to the Bonus Plan had Executive’semployment not terminated;     (C) subject to Executive’s continued compliance with the provisions ofSections 8 and 9 of this Agreement, continued payment of the Base Salary and TargetBonus in accordance with the Company’s normal payroll practices, as in effect onthe date of termination of Executive’s employment, for twelve months after the dateof such termination; provided that the aggregate amount described in thisclause (C) shall be reduced by the present value of any other cash severancebenefits payable to Executive under any other severance plans, programs orarrangements of the Company or its affiliates; providedfurther,that such reduction shall not include any payments made to Executive under anyequity-based award program; and

 

     (D) vesting of any equity-based awards then held by Executive with respect tothe Company or its affiliates as, and to the extent, described in the definitivedocumentation related to such awards.Following Executive’s termination of employment by the Company without Cause (otherthan by reason of Executive’s death or Disability) or by Executive’s resignation asa 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 otherbenefits under this Agreement.          (d) Expiration of Employment Term.          (i) Election Not to Extend the Employment Term. In the event either party elects notto extend the Employment Term pursuant to Section 1 of this Agreement, unless Executive’semployment 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 employeeof the Company or its subsidiaries thereafter) shall be deemed to occur on the close of business onthe day immediately preceding the next scheduled Extension Date and Executive shall be entitled toreceive the Accrued Rights. Following such termination of Executive’s employment hereunder as aresult of either party’s election not to extend the Employment Term, except as set forth in thisSection 7(d)(i), Executive shall have no further rights to any compensation or any other benefitsunder this Agreement.          (ii) Continued Employment Beyond the Expiration of the Employment Term. Unless theparties otherwise agree in writing, continuation of Executive’s employment with the Company or itssubsidiaries beyond the expiration of the Employment Term shall be deemed an employment at-will andshall not be deemed to extend any of the provisions of this Agreement and Executive’s employmentmay thereafter be terminated at will by either Executive or the Company; provided that theprovisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of thisAgreement or Executive’s termination of employment hereunder.          (e) Notice of Termination. Any purported termination of employment by the Company orby Executive (other than due to Executive’s death) shall be communicated by written Notice ofTermination to the other party hereto in accordance with Section 11 (i) hereof. For purposes ofthis Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of employment under theprovision so indicated.          (f) Board/Committee Resignation. Upon termination of Executive’s employment for anyreason, Executive agrees to resign, as of the date of such termination and to the extentapplicable, from the Board (and any committees thereof) and the Board of Directors (and anycommittees 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 dateExecutive ceases to be employed by the Company or one of its subsidiaries (the “RestrictedPeriod”), irrespective of the cause, manner or time of any termination of employment, Executiveshall not obtain loans, goods or services from another organization on terms that would not beavailable 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 actsintended to, or which may have the effect of, advancing the interest of any Competitors of theCompany or Competitors of any of the Company’s affiliates or in any way injuring the interests ofthe Company or any of the Company’s affiliates; provided, however, that, subject toSection 9 of this Agreement, nothing herein shall preclude the Executive from giving truthfultestimony under oath in response to a subpoena or other lawful process or truthful answers inresponse to questions from a government investigation or responding to statements made by or onbehalf of the Company about Executive or her activities with the Company; provided,further, however, that nothing herein shall prohibit the Company and its affiliatesfrom disclosing the fact of any termination of Executive’s employment or the circumstances for sucha termination. For purposes of this Agreement, the term “Competitor” means any person, enterpriseentity, or business that is engaged in, or has plans to engage in, at any time during theRestricted Period, any activity that competes with the businesses conducted, or proposed to beconducted, by the Company or its affiliates at any time during the Executive’s employment, in amanner that is or would be material in relation to the businesses of the Company or its affiliatesor 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 theBoard, 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, orcontrol, or join or participate in the management, operation or control of a Competitor, in anycapacity (whether as an employee, officer, director, partner, consultant, agent, advisor, orotherwise) or (B) develop, expand or promote, or assist in the development, expansion or promotionof, any division of an enterprise or the business intended to become a Competitor at any timeduring or after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, ordirectly furnish any capital to, any Competitor of the Company. Executive acknowledges that theCompany’s and its affiliates businesses are conducted nationally and internationally and agreesthat the provisions in the foregoing sentence shall operate throughout the United States and theworld (subject to the definition of “Competitor”).          (d) During the Restricted Period, Executive, without express prior written approval from theBoard, shall not solicit any members or the then current clients of the Company or any of itsaffiliates 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 oroperations 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 affairsof the Company or any of its affiliates or solicit or induce any person who is an employee of theCompany or any of its affiliates to terminate any relationship such person may have with theCompany or any of its affiliates, nor shall Executive during such period directly or indirectlyengage, employ or compensate, or cause any person with which Executive may be affiliated, toengage, 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 orother ownership, whether through stock holding or otherwise, of an interest in a business, firm orentity; provided, that ownership of less than 5% of any class of equity interest in a publicly heldcompany shall not be deemed a Proprietary Interest.          (g) The period of time during which the provisions of this Section 8 shall be in effect shallbe extended by the length of time during which Executive is in breach of the terms hereof asdetermined by any court of competent jurisdiction on the Company’s application for injunctiverelief.          (h) Executive agrees that the restrictions contained in this Section 8 are an essentialelement of the compensation Executive is granted hereunder and but for Executive’s agreement tocomply 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 therestrictions contained in this Section 8 to be reasonable, if a final judicial determination ismade by a court of competent jurisdiction that the time or territory or any other restrictioncontained in this Agreement is an unenforceable restriction against Executive, the provisions ofthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximumtime and territory and to such maximum extent as such court may judicially determine or indicate tobe enforceable. Alternatively, if any court of competent jurisdiction finds that any restrictioncontained in this Agreement is unenforceable, and such restriction cannot be amended so as to makeit enforceable, such finding shall not affect the enforceability of any of the other restrictionscontained herein.          (j) For purposes of this Section 8 only, the term “affiliates” of the Company shall notinclude companies owned by The Blackstone Group that are in businesses other than those conductedor 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 theCompany) (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 personoutside the Company (other than its professional advisers who are bound by confidentialityobligations), any non-public, proprietary or confidential information —including withoutlimitation trade secrets, know-how, research and development, software, databases, inventions,processes, formulae, technology, designs and other intellectual property, information concerningfinances, 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 orfuture business, activities and operations of the Company, its subsidiaries or affiliates and/orany 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 knownto the industry or the public other than as a result of Executive’s breach of this covenant or anybreach of other confidentiality obligations by third parties; (b) made legitimately available toExecutive by a third party without breach of any confidentiality obligation; or (c) required by lawto be disclosed; provided that Executive shall give prompt written notice to the Company ofsuch requirement, disclose no more information than is so required, and cooperate, at the Company’scost, 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’simmediate 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 theCompany or its affiliates); provided that Executive may disclose to any prospective futureemployer the provisions of Sections 8 and 9 of this Agreement provided they agree to maintain theconfidentiality of such terms.          (iv) Upon termination of Executive’s employment with the Company for any reason, Executiveshall (x) cease and not thereafter commence use of any Confidential Information or intellectualproperty (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, itssubsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at theCompany’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 othercomputer, whether or not Company property) that contain Confidential Information or otherwiserelate 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 donot contain any Confidential Information; and (z) notify and fully cooperate with the Companyregarding the delivery or destruction of any other Confidential Information of which Executive isor becomes aware.          (b) Intellectual Property.          (i) If Executive has created, invented, designed, developed, contributed to or improved anyworks 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 withthird parties, prior to Executive’s employment by the Company, that are relevant to or implicatedby such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive,royalty-free, worldwide, assignable, sublicensable license under all rights and intellectualproperty rights (including rights under patent, industrial property, copyright, trademark, tradesecret, unfair competition and related laws) therein for all purposes in connection with theCompany’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 andwithin the scope of such employment and/or with the use of any the Company resources (“CompanyWorks”), Executive shall promptly and fully disclose same to the Company and hereby irrevocablyassigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights andintellectual property rights therein (including rights under patent, industrial property,copyright, trademark, trade secret, unfair competition and related laws) to the Company to theextent 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 formof notes, sketches, drawings, and any other form or media requested by the Company) of all CompanyWorks. The records will be available to and remain the sole property and intellectual property ofthe Company at all times.          (iv) Executive shall take all requested actions and execute all requested documents (includingany licenses or assignments required by a government contract) at the Company’s expense (butwithout further remuneration) to assist the Company in validating, maintaining, protecting,enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the PriorWorks and Company Works. If the Company is unable for any other reason to secure Executive’ssignature on any document for this purpose, then Executive hereby irrevocably designates andappoints the Company and its duly authorized officers and agents as Executive’s agent and attorneyin fact, to act for and in Executive’s behalf and stead to execute any documents and to do allother 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 intellectualproperty relating to a former employer or other third party without the prior written permission ofsuch third party. Executive hereby indemnifies, holds harmless and agrees to defend the Companyand its officers, directors, partners, employees, agents and representatives from any breach of theforegoing covenant. Executive shall comply with all relevant policies and guidelines of theCompany, including regarding the protection of confidential information and intellectual propertyand potential conflicts of interest. Executive acknowledges that the Company may amend any suchpolicies and guidelines from time to time, and that Executive remains at all times bound by theirmost current version.          (vi) The provisions of Section 8 and 9 of this Agreement shall survive the termination ofExecutive’s employment for any reason.          10. Specific Performance. Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions of Sections 8 or 9 ofthis Agreement would be inadequate and the Company would suffer irreparable damages as a result ofsuch breach or threatened breach. In recognition of this fact, Executive agrees that, in the eventof such a breach or threatened breach, in addition to any remedies at law, the Company, withoutposting any bond, shall be entitled to cease making any payments or providing any benefit otherwiserequired 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 whichmay then be available.          11. Miscellaneous.          (a) Governing Law. This Agreement shall be governed by and construed in accordancewith 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 ofthe 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 thesubject matter herein other than those expressly set forth herein. This Agreement may not bealtered, 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 ofthis Agreement on any occasion shall not be considered a waiver of such party’s rights or deprivesuch party of the right thereafter to insist upon strict adherence to that term or any other termof this Agreement.          (d) Severability. In the event that any one or more of the provisions of thisAgreement 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 affectedthereby.

 

          (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 byExecutive in violation of the foregoing shall be null and void *ab initio*and of no force andeffect. This Agreement may be assigned by the Company to a person or entity which is an affiliateor a successor in interest to substantially all of the business operations of the Company. Uponsuch assignment, the rights and obligations of the Company hereunder shall become the rights andobligations of such affiliate or successor person or entity.          (f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amountsprovided and to make the arrangements provided hereunder shall be subject to set-off, counterclaimor recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall notbe required to mitigate the amount of any payment provided for pursuant to this Agreement byseeking other employment, taking into account the provisions of Section 9 of this Agreement.          (g) Compliance with IRC Section 409A. Notwithstanding anything herein to thecontrary, (i) if at the time of Executive’s termination of employment with the Company Executive isa “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 payablehereunder as a result of such termination of employment is necessary in order to prevent anyaccelerated or additional tax under Section 409A of the Code, then the Company will defer thecommencement of the payment of any such payments or benefits hereunder (without any reduction insuch payments or benefits ultimately paid or provided to Executive) until the date that is sixmonths following Executive’s termination of employment with the Company (or the earliest date as ispermitted under Section 409A of the Code) and (ii) if any other payments of money or other benefitsdue to Executive hereunder could cause the application of an accelerated or additional tax underSection 409A of the Code, such payments or other benefits shall be deferred if deferral will makesuch payment or other benefits compliant under Section 409A of the Code, or otherwise such paymentor other benefits shall be restructured, to the extent possible, in a manner, determined by theBoard (or any committees thereof), that does not cause such an accelerated or additional tax. TheCompany shall consult with Executive in good faith regarding the implementation of the provisionsof this Section 11(g); provided that neither the Company nor any of its employees orrepresentatives shall have any liability to Executive with respect thereto.          (h) Successors; Binding Agreement. This Agreement shall inure to the benefit of andbe 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 communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered by hand or overnight courier or three days after it has been mailed by United Statesregistered mail, return receipt requested, postage prepaid, addressed to the respective addressesset forth below in this Agreement, or to

 

such other address as either party may have furnished to the other in writing in accordanceherewith, except that notice of change of address shall be effective only upon receipt.          If to the Company, addressed to:Orbitz Worldwide, Inc.