RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (“ Agreement ”) is made as of July 18, 2007
by and between Orbitz Worldwide, Inc., a Delaware corporation (“ Orbitz ”), the employee whose name is set
forth on the signature page hereto (“ Employee ”) and, with respect to Section 2 only, TDS Investor (Cayman)
L.P., a Cayman Islands limited partnership (“ TDS ”).
Orbitz has adopted the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (the “ Plan ”), a copy of
which is attached hereto as Exhibit A.
Orbitz was a wholly owned direct or indirect subsidiary of TDS prior to an initial public offering (the “
Offering ”) of Shares (as defined below).
Prior to the Offering, TDS granted a combination of Class B, Class B-1, Class C and/or Class D
Interests (the “ TDS Equity Interests ”) to Employee pursuant to that certain Management Equity Award
Agreement dated as of [DATE] (the “ TDS Award Agreement ”). As a result of the Offering, in accordance
with Section 6(c) of the TDS Investor (Cayman) L.P. Second Amended and Restated 2006 Interest Plan and in
connection with Employee’s employment by Orbitz or one of its subsidiaries (collectively, the “ Company ”),
TDS, Orbitz and Employee desire to adjust, exchange and/or replace the TDS Equity Interests in exchange for
the grant of Restricted Stock (as defined below) hereunder and, if applicable, selected other grants made on or
about the date hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:
1.1. Definitions . Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan. In addition to the terms defined in the Plan, the terms below sh