twelve (12) months in any eighteen (18) consecutive month period to
perform Executive's duties under Executive's employment. 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 this
Agreement and any other agreement between the Company and Executive that
incorporates the definition of "Disability".](3)
"Executive" has the meaning specified in the Preamble.
"Grant Date" means the date hereof.
"Offering" has the meaning specified in the Recitals.
"Orbitz" has the meaning specified in the Preamble.
"Orbitz Restricted Stock Units" has the meaning specified in the Recitals.
"Partnership" has the meaning specified in the Preamble.
"Partnership Restricted Equity Units" has the meaning specified in the Recitals.
"Share" has the meaning specified in the Recitals.
(2) Only include for CEO.
(3) Only include for CEO/SVP.
3
SECTION 2
ASSUMPTION, ADJUSTMENT AND MODIFICATION
OF PARTNERSHIP RESTRICTED EQUITY UNITS INTO ORBITZ RESTRICTED STOCK UNITS
2.1.
ASSUMPTION. SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EFFECTIVE
IMMEDIATELY PRIOR TO THE OFFERING, THE PARTNERSHIP HEREBY ASSIGNS TO THE COMPANY
AND THE COMPANY HEREBY ASSUMES AND ACCEPTS ASSIGNMENT FROM THE PARTNERSHIP, AND
EXECUTIVE HEREBY CONSENTS TO SUCH ASSIGNMENT, ALL OF THE PARTNERSHIP RESTRICTED
EQUITY UNITS GRANTED TO EXECUTIVE THAT ARE THEN UNVESTED. FOLLOWING THE
OFFERING, THE PARTNERSHIP AND ITS AFFILIATES (OTHER THAN THE COMPANY) SHALL HAVE
NO FURTHER OBLIGATION IN RESPECT OF ANY SUCH PARTNERSHIP RESTRICTED EQUITY UNIT
SO ASSUMED.
2.2.
ADJUSTMENT AND MODIFICATION. THE ORBITZ RESTRICTED STOCK UNITS
ASSUMED BY THE COMPANY ARE HEREBY ADJUSTED AND MODIFIED, EFFECTIVE IMMEDIATELY
FOLLOWING THE FOREGOING ASSUMPTION AND IMMEDIATELY PRIOR TO THE OFFERING, AND
EXECUTIVE HEREBY CONSENTS TO SUCH ADJUSTMENT AND MODIFICATION, SUCH THAT:
(A)
THE NUMBER OF ORBITZ RESTRICTED STOCK UNITS (WHICH NUMBER, AS
ADJUSTED AND MODIFIED HEREIN, IS SPECIFIED ON THE SIGNATURE PAGE HERETO) SHALL
BE ADJUSTED TO EQUAL THE PRODUCT OF (I) THE NUMBER OF UNVESTED PARTNERSHIP
RESTRICTED EQUITY UNITS HELD BY EXECUTIVE IMMEDIATELY PRIOR TO THE FOREGOING
ASSUMPTION MULTIPLIED BY (II) THE RATIO OF (A) THE FAIR MARKET VALUE OF A
CLASS A-2 INTEREST OF THE PARTNERSHIP AS OF THE OFFERING, AS REASONABLY
DETERMINED BY THE BOARD, TO (B) THE FAIR MARKET VALUE OF A SHARE AS OF THE
OFFERING, AS EVIDENCED BY THE OFFERING PRICE USED IN THE OFFERING (SUCH PRODUCT
TO BE ROUNDED DOWN TO THE NEAREST WHOLE NUMBER);
(B)
EACH ORBITZ RESTRICTED STOCK UNIT WILL CARRY THE RIGHT TO RECEIVE
FROM THE COMPANY, ON THE TERMS AND CONDITIONS DESCRIBED HEREIN, IN THE SOLE
DISCRETION OF THE BOARD, EITHER (I) ONE SHARE AS OF THE DATE OF VESTING OR (II)
CASH EQUAL