AMENDED AND RESTATED
ORBITZ WORLDWIDE, INC.
PERFORMANCE-BASED ANNUAL INCENTIVE PLAN
The purpose of the
Orbitz Worldwide, Inc. Performance-Based Incentive Plan (as amended
from time to time, the “Plan”) is to reward and
recognize eligible employees for their contributions towards the
achievement by Orbitz Worldwide, Inc. (together with its
subsidiaries, the “Company”) of certain Performance
Goals (as defined below). The Plan is designed with the intention
that the incentives paid hereunder to certain executive officers of
the Company are deductible under Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the regulations and
interpretations promulgated thereunder (the “Code”).
However, the Company can not guarantee that awards under the Plan
will qualify for exemption under Section 162(m) and circumstances
may present themselves under which awards under the Plan do not
comply with Section 162(m). The adoption of the Plan as to
current and future covered employees (as determined under Code
Section 162(m)) is subject to the approval of the
Company’s shareholders.
The following
definitions shall be applicable throughout the Plan:
(a)
“Award” means the amount of a cash incentive
payable under the Plan to a Participant with respect to a
Performance Period.
(b)
“Board” means the Board of Directors of the
Company, as constituted from time to time.
(c)
“Committee” means the Compensation Committee of
the Board or another Committee designated by the Board which is
comprised of two or more “outside directors” as defined
in Code Section 162(m).
(d)
“Participant” means any officer or key employee
of the Company who is designated as a Participant by the
Committee.
(e)
“Performance Goal” means an objective formula or
standard determined by the Committee with respect to each
Performance Period based on one or more of the following criteria
and any objectively verifiable adjustment(s) thereto permitted and
pre-established by the Committee in accordance with Code
Section 162(m): (i) pre-tax income or after-tax income;
(ii) income or earnings including operating income, earnings
before or after taxes, interest, depreciation and/or amortization;
(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) capital expenditures, cost targets, reductions and
savings and expense management; and (xiii) strategic business
criteria, consisting of one or more objectives based on meeting
specified market penetration or market share, geographic business
expansion, objective customer satisfaction or information
technology goals, and objective goals relating to divestitures,
joint ventures, mergers, acquisitions and similar transactions,
each with respect to the Company and/or one or more of its
subsidiaries, divisions or business units. Awards issued to
Participants who are not subject to the limitations of Code Section
162(m) may take into account other factors (including subjective
factors).
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(f)
“Performance Period” means any period not
exceeding 36 months as determined by the Committee, in its
sole discretion. The Committee may establish different Performance
Periods for different Participants, and the Committee may establish
concurrent or overlapping Performance Periods.
The Plan shall be
administered by the Committee, which shall have the discretionary
authority to interpret the provisions of the Plan, including all
decisions on eligibility to participate, the establishment of
Performance Goals, the amount of Awards payable under the Plan, and
the payment of Awards. The Committee shall also have the
discretionary authority to establish rules under the Plan so long
as such rules do not explicitly conflict with the terms of the Plan
and any such rules shall constitute part of the Plan. The decisions
of the Committee shall be final and binding on all parties making
claims under the Plan. The Committee has delegated its
administrative authority with respect to Awards issued to
Participants who are not current or future covered employees (as
defined in Section 1) or
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