Exhibit 10.20
TRAVELPORT AMERICAS,
LLC
OFFICER DEFERRED COMPENSATION
PLAN
(Amended and Restated as of
December 31, 2008)
ARTICLE
1-INTRODUCTION
1.1 Purpose of
Plan
The Company has adopted the Plan set
forth herein to provide a means by which certain employees may
elect to defer receipt of designated percentages or amounts of
their Compensation and to provide a means for certain other
deferrals of Compensation.
1.2 Status of Plan
The Plan is intended to be “a
plan which is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees” within
the meaning of Sections 201(2) and 301(a)(3) of the
Employee Retirement Income Security Act of 1974
(“ERISA”), and shall be interpreted and administered to
the extent possible in a manner consistent with such intent. The
Plan is also intended to comply with the American Jobs Creation Act
of 2004 and Internal Revenue Code Section 409A and the
regulations and guidance thereunder and shall be interpreted
accordingly.
ARTICLE
2-DEFINITIONS
Wherever used herein, the following
terms have the meanings set forth below, unless a different meaning
is clearly required by the context:
2.1 Account
means, for each Participant, the
account established for his or her benefit under
Section 6.1.
2.2 Change of Control
means a change in the ownership or
effective control of the Company, or in the ownership of a
substantial portion of the Company’s assets, within the
meaning of Treasury Regulation
Section 1.409A-3(i)(5).
2.3 Code means the Internal Revenue Code of 1986, as
amended from time to time. Reference to any section or subsection
of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.
2.4 Company
means Travelport Americas, Inc.
and its successors. Effective June 11, 2007, Company
means Travelport Americas, LLC.
2.5 Compensation means a Participant’s annual base salary,
bonus paid under the performance-based bonus plan payable in cash,
and commissions. Effective January 1, 2008, Compensation
also means, a Participant’s Deal/Transaction bonus, Global
Bonus, Retention bonus, Discretionary bonus and awards under the
Restricted Cash Award Program. Effective January 1,
2008, Compensation shall include a Participant’s annual base
salary and commissions only in excess of the compensation limit of
Code Section 401(a)(17) (as annually adjusted) in effect
during the Plan Year.
2.6 Discretionary Matching
Contribution means a
contribution for the benefit of a Participant as described in
Section 5.2.
2.7 Effective Date
means September 1,
2006.
2.8 Election
Form means the
deferral election form as approved and prescribed by the Employee
Benefits Committee.
2.9 Elective Deferral
means the portion of Compensation
which is deferred by a Participant under
Section 4.1.
2.10 Eligible Employee
means, on the Effective Date or on
any date thereafter, each employee of the Employer who is a senior
officer and above. Effective January 1, 2008, an
Eligible Employee means an employee of the Employer who is
classified by the Employer as Band 9 level and above.
2.11 Employee Benefits
Committee means the
committee whose members shall from time to time be appointed by the
Company.
2.12 Employer
means the Company and any
majority-owned U.S. subsidiary of Travelport Limited, whether
directly or indirectly held, that participates in the Plan with the
approval of the Board of Managers of the Company or its designee,
including the Employee Benefits Committee; provided, however, that
effective January 1, 2008, Orbitz Worldwide, Inc. and its
subsidiaries shall be excluded from the definition of
“Employer.”
2.13 ERISA
means the Employee Retirement Income
Security Act of 1974, as amended from time to time. Reference to
any section or subsection of ERISA includes reference to any
comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or
subsection.
2.14 Matching
Contribution means a
contribution for the benefit of a Participant as described in
Section 5.1.
2.15 Participant
means any individual who
participates in the Plan in accordance with
Article 3.
2.16 Plan means this Travelport Americas, LLC Deferred
Compensation Plan, as amended from time to time.
2.17 Plan Year
means the consecutive twelve-month
period commencing on January 1 and ending on the following
December 31.
2.18 Separation from
Service means a
separation from service within the meaning of Treasury Regulation
Section 1.409A-1(h).
2.19 Trust
means the trust established by the
Employer that identifies the Plan as a plan with respect to which
assets are to be held by the Trustee.
2.20 Trustee
means the trustee or trustees under
the Trust.
2.21 Unforeseeable Emergency
means any financial hardship
resulting from extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the control
of the Participant. In any event, payment may not be made to the
extent such emergency is or may be relieved: (i) through
reimbursement or compensation by insurance or otherwise;
(ii) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship; and by cessation of deferrals under the Plan.
Withdrawals of amounts because of an Unforeseeable Emergency may
only be permitted to the extent reasonably necessary to satisfy the
emergency need. Examples of what are not considered to be
severe financial hardships include the need to send a
Participant’s child to college or the desire to purchase a
home.
ARTICLE
3-PARTICIPATION
3.1 Commencement of
Participation
Any individual who elects to defer
part of his or her Compensation in accordance with Section 4.1
shall become a Participant in the Plan as of the date such
deferrals commence.
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3.2 Continued
Participation
A Participant in the Plan shall
continue to be a Participant so long as any amount remains credited
to his or her Account. Notwithstanding the foregoing, Participation
in respect of any Plan Year is not a guarantee of participation in
respect of any future Plan Year.
ARTICLE
4-ELECTIONS
4.1 Election to Defer
Compensation
(a)
(i)
An individual who is an Eligible
Employee on the Effective Date may, by completing an Election
Form and filing it with the Employee Benefits Committee within
30 days following the Effective Date, elect to defer a percentage
or dollar amount of Compensation, on such terms as the Employee
Benefits Committee may permit, which are payable to the Participant
after the date on which the individual files the Election
Form.
(ii)
Any individual who becomes an
Eligible Employee after the Effective Date may, by completing an
Election Form and filing it with the Employee Benefits
Committee within 30 days following the date on which the Employee
Benefits Committee gives such individual written notice that the
individual is an Eligible Employee, elect to defer a percentage or
dollar amount of Compensation, on such terms as the Employee
Benefits Committee may permit, which are payable to the Participant
after the date on which the individual files the Election
Form.
(iii)
Any Eligible Employee who has not
otherwise initially elected to defer Compensation in accordance
with this paragraph 4.1 may elect to defer a percentage or dollar
amount of Compensation, on such terms as the Employee Benefits
Committee may permit, commencing with Compensation paid in the
succeeding Plan Year, by completing an Election Form prior to
the last day of the preceding Plan Year.
(b)
A Participant’s Compensation
shall be reduced in accordance with the Participant’s
election hereunder and amounts deferred hereunder shall be paid by
the Employer to the Trust as soon as administratively feasible and
credited to the Participant’s Account as of the date the
amounts are received by the Trustee.
(c)
An election to defer a percentage or
dollar amount of Compensation for any Plan Year shall apply for
subsequent Plan Years unless changed or revoked. A
Participant may change or revoke his or her future deferral
election by completing an Election Form prior to the last day
of the Plan Year prior to the Plan Year in which such change or
revocation shall take effect.
4.2 Election as to Time and
Manner of Payment
Subject to Section 8.1, at the
time an Eligible Employee first becomes a Participant in the Plan,
he or she shall make a one-time election (on the Election
Form used to elect to defer Compensation under
Section 4.1) electing the date and manner in which the
Participant’s Account balance will be paid to the
Participant. For Plan Years beginning on and after
January 1, 2009, subject to Section 8.1, a Participant
shall make an annual election (on the Election Form used to
elect to defer Compensation under Section 4.1) electing the
date and manner in which the Elective Deferrals, Matching
Contributions and Discretionary Matching Contributions (including
any earnings attributable thereto) for such Plan Year will be paid
to the Participant.
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The Participant shall elect for
payments to be paid in either:
(a)
a single lump-sum payment;
or
(b)
annual installments over a period
elected by the Participant up to 10 years, the amount of each
installment to equal the balance of his or her Account immediately
prior to the installment divided by the number of unpaid
installments
If a Participant fails to make an
election as to the date and/or manner of payment on either his or
her initial Election Form or on any annual Election Form,
deferrals of Compensation related to such elections shall be paid
in a lump sum payment. Any distributions paid under this
paragraph prior to January 1, 2009 shall be paid on the date
that is 7 months following the Participant’s Separation from
Service. Any distributions paid pursuant to this paragraph on
or after January 1, 2009 shall be paid, subject to
Section 11.5(a), within 90 days following the
Participant’s Separation from Service.
A Participant may change the time
and/or manner of his or her distribution, provided such election is
made at least 12 months in advance of the scheduled payment date
and the payment date is deferred for at least 5 years beyond the
date the payment would otherwise have been made.
ARTICLE 5 - MATCHING AND
DISCRETIONARY MATCHING CONTRIBUTIONS
5.1 Matching
Contributions
After each payroll period, monthly,
quarterly, or annually, at the Employer’s discretion, the
Employer may contribute to the Trust a Matching Contribution equal
to the rate of Matching Contribution selected by the Employer at
the beginning of the Plan Year and multiplied by the amount of the
Elective Deferrals credited to the Participants’ Accounts for
such period under Section 4.1. Each Matching Contribution will
be credited, as of the later of the date it is received by the
Trustee or the date the Trustee receives from the Employee Benefits
Committee such instructions as the Trustee may reasonably require
to allocate the amount received to the Participants’ Accounts
pro rata in accordance with the amount of Elective Deferrals of
each Participant which are taken into account in calculating the
Matching Contribution.
5.2 Discretionary Matching
Contributions
Effective January 1, 2008,
after each payroll period, monthly, quarterly, or annually, at the
Employer’s discretion, the Employer may contribute to the
Trust a Discretionary Matching Contribution based upon criteria
established by the Employer. Each Discretionary Matching
Contribution will be credited, as of the later of the date it is
received by the Trustee or the date the Trustee receives from the
Employee Benefits Committee such instructions as the Trustee may
reasonably require to allocate the amount received among the asset
accounts m
