THE COMPANY TO OBTAIN LOANS,
GOODS OR SERVICES FROM ANOTHER ORGANIZATION ON TERMS THAT WOULD NOT BE AVAILABLE
TO HIM IN THE ABSENCE OF HIS RELATIONSHIP TO THE COMPANY.
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 IN ANY WAY INJURING
THE INTERESTS OF THE COMPANY AND THE COMPANY SHALL NOT MAKE OR AUTHORIZE ANY
PERSON TO MAKE ANY STATEMENT THAT WOULD IN ANY WAY INJURE THE PERSONAL OR
BUSINESS REPUTATION OR INTERESTS OF EXECUTIVE; PROVIDED HOWEVER, THAT, NOTHING
HEREIN SHALL PRECLUDE THE COMPANY OR 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; PROVIDED, FURTHER,
HOWEVER, THAT NOTHING HEREIN SHALL PROHIBIT THE COMPANY 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
ENTERPRISE 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 DURING OR AT THE TERMINATION OF EXECUTIVE'S EMPLOYMENT, OR
THEN PROPOSED TO BE CONDUCTED, BY THE COMPANY IN A MANNER THAT IS OR WOULD BE
MATERIAL IN RELATION TO THE BUSINESSES OF THE COMPANY OR THE PROSPECTS FOR THE
BUSINESSES OF THE COMPANY (IN EACH CASE, WITHIN 100 MILES OF ANY GEOGRAPHICAL
AREA WHERE THE COMPANY MANUFACTURES, PRODUCES, SELLS, LEASES, RENTS, LICENSES OR
OTHERWISE PROVIDES ITS PRODUCTS OR SERVICES). DURING THE RESTRICTED PERIOD,
EXECUTIVE, WITHOUT PRIOR EXPRESS WRITTEN APPROVAL BY THE ORBITZ WORLDWIDE, INC.
BOARD OF DIRECTORS ("THE BOARD OF DIRECTORS"), SHALL NOT (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 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 BUSINESSES ARE CONDUCTED NATIONALLY AND
INTERNATIONALLY AND AGREE THAT THE PROVISIONS IN THE FOREGOING SENTENCE SHALL
OPERATE THROUGHOUT THE UNITED STATES AND THE WORLD (SUBJECT TO THE DEFINITION OF
"COMPETITOR").
C.
DURING THE RESTRICTED PERIOD, EXECUTIVE, WITHOUT EXPRESS PRIOR
WRITTEN APPROVAL FROM THE BOARD OF DIRECTORS, SHALL NOT SOLICIT ANY MEMBERS OR
THE THEN CURRENT CLIENTS OF THE
6
COMPANY FOR ANY EXISTING BUSINESS OF THE COMPANY OR DISCUSS WITH ANY EMPLOYEE OF
THE COMPANY INFORMATION OR OPERATIONS OF ANY BUSINESS INTENDED TO COMPETE WITH
THE COMPANY.
D.
DURING THE RESTRICTED PERIOD, EXECUTIVE SHALL NOT INTERFERE