ORBITZ WORLDWIDE, INC.
2007 EQUITY AND INCENTIVE PLAN
(As amended and restated, effective June 2,
2009)
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.
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 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
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(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 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.
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(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),
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.
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(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.
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 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. Notwithstanding any other provision of the Plan to
the contrary, upon approval of the Company’s stockholders,
the Committee may provide for, and the Company may implement, a
one-time only stock option exchange program, pursuant to which
certain outstanding Options could, at the election of the person
holding such Option, be tendered to the Company for cancellation in
exchange for the issuance of a lesser amount of Options with a
lower exercise price, or other equity benefit as may be approved by
the Committee, provided that such one-time only stock option
exchange program is implemented within twelve months of the date of
such stockholder approval.
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
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