ORBITZ WORLDWIDE, INC.
2007 EQUITY AND INCENTIVE PLAN
(As Amended and Restated as of December 5, 2008)
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.
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1. Purpose; Types of Awards; Construction.
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 c