ORBITZ WORLDWIDE, INC.
DEFERRED COMPENSATION PLAN
1. Purpose . The purpose of the Orbitz Worldwide, Inc. Non-Employee Directors Deferred Compensation
Plan (the “Plan”) is to enable directors of Orbitz Worldwide, Inc. (the “Company”) who are not also employees
of the Company to defer the receipt of certain compensation earned in their capacity as non-employee directors
of the Company. The Plan is an unfunded deferred compensation plan that is intended to (a) comply with the
American Jobs Creation Act of 2004 and new Internal Revenue Code Section 409A and the regulations and
guidance thereunder and shall be interpreted accordingly and (b) be exempt from the provisions of the Employee
Retirement Income Security Act of 1974, as amended. The Plan shall become effective on the date of the initial
pubic offering of the Company Stock (as defined below).
2. Eligibility . Directors of the Company who are not also employees of the Company or any of its subsidiaries
(“Directors”) are eligible to participate in the Plan, subject to their election to defer eligible compensation as
3. Administration . The Plan shall be administered by the Compensation Committee of the Board of Directors
of the Company (the “Committee”). The Committee shall have the authority to adopt rules and regulations for
carrying out the Plan’s intent and to interpret, construe and implement the provisions thereof. Determinations
made by the Committee with respect to the Plan, any deferral made hereunder and any Director’s account shall
be final and binding on all persons, including but not limited to the Company, each Director participating in the
Plan and such Director’s beneficiaries.
4. Deferral of Fees . Subject to such rules and procedures that the Committee may establish from time to time
and subject to any determinations of the Company to pay compensation to Directors from time to ti