AND MAY ALSO
TRANSFER EXECUTIVE'S PERSONAL INFORMATION TO ITS OTHER GROUP COMPANIES, TO ITS
INSURERS AND SERVICE PROVIDERS AS NECESSARY OR APPROPRIATE, AND TO ANY PARTY
THAT IT MERGES WITH OR WHICH PURCHASES ALL OR A SUBSTANTIAL PORTION OF ITS
ASSETS, SHARES, OR BUSINESS (ANY OF WHICH MAY ALSO BE LOCATED OUTSIDE THE
COUNTRY OR CONTINENT WHERE EXECUTIVE WORKS OR LIVES). THE COMPANY MAY ALSO
DISCLOSE EXECUTIVE'S PERSONAL INFORMATION WHEN IT IS LEGALLY REQUIRED TO DO SO
OR TO GOVERNMENTAL, FISCAL OR REGULATORY AUTHORITIES (FOR EXAMPLE, TO TAX
AUTHORITIES IN ORDER TO CALCULATE EXECUTIVE'S APPROPRIATE TAXATION, COMPENSATION
OR SALARY PAYMENTS). THE COMPANY MAY DISCLOSE PERSONAL INFORMATION AS NOTED
ABOVE, INCLUDING TO ANY OF THE THIRD PARTIES AND FOR ANY OF THE REASONS LISTED
ABOVE, WITHOUT FURTHER NOTICE TO EXECUTIVE. BY SIGNING BELOW, EXECUTIVE CONSENTS
TO THE COMPANY COLLECTING, RETAINING, DISCLOSING AND USING PERSONAL INFORMATION
AS OUTLINED ABOVE, AND TO TRANSFER SUCH INFORMATION INTERNATIONALLY AND/OR TO
THIRD PARTIES FOR THESE PURPOSES.
5.18.
SEVERABILITY; TITLES AND SUBTITLES; GENDER; SINGULAR AND PLURAL;
COUNTERPARTS; FACSIMILE.
(A)
IN CASE ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID, ILLEGAL
OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED
THEREBY.
(B)
THE TITLES OF THE SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE CONSIDERED IN CONSTRUING
THIS AGREEMENT.
(C)
THE USE OF ANY GENDER IN THIS AGREEMENT SHALL BE DEEMED TO INCLUDE
THE OTHER GENDERS, AND THE USE OF THE SINGULAR IN THIS AGREEMENT SHALL BE DEEMED
TO INCLUDE THE PLURAL (AND VICE VERSA), WHEREVER APPROPRIATE.
(D)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER CONSTITUTE ONE
INSTRUMENT.
(E)
COUNTERPARTS OF THIS AGREEMENT (OR APPLICABLE SIGNATURE PAGES
HEREOF) THAT ARE MANUALLY SIGNED AND DELIVERED BY FACSIMILE TRANSMISSION SHALL
BE DEEMED TO CONSTITUTE SIGNED ORIGINAL COUNTERPARTS HEREOF AND SHALL BIND THE
PARTIES SIGNING AND DELIVERING IN SUCH MANNER.
16
IN WITNESS WHEREOF, the Partnership, Orbitz and Executive have executed this
Agreement as of the day and year first written above.
TDS Investor (Cayman) L.P.
By:
TDS Investor (Cayman) GP Ltd.,
its general partner
By:
Name:
Jo-Anne Kruse
Title:
EVP, Human Resources
Orbitz Worldwide, Inc.
By:
Name:
Katherine Andreasen
Title:
SVP, Human Resources
Executive:
Name:
Address:
Telephone No.
Fax No.
WWID No.
Number of Orbitz Restricted Stock Units:
[
]
Exhibit A -2007 Equity and Incentive Plan
(Distributed Separately)