Common use of EARNBACK Clause in Contracts

EARNBACK. The Service Provider shall have Earnback opportunities with respect to Service Level Credits as follows: 1. Within thirty (30) days after the first anniversary of the month in which any Service Level Default occurs, the Service Provider shall provide a report to DIR that will include, with respect to each Critical Service Level for which there was a Service Level Default, the following: 1.1. Statistics on the Service Provider's average monthly performance during the preceding twelve (12) months 1.2. The amount of Service Level Credit imposed for each Service Level Default 1.3. The total amount of Service Level Credits imposed for Service Level Defaults 2. If, for the rolling twelve (12) month period immediately following a Service Level Default (the "12-Month Review Period"), Service Provider achieved, on average, a monthly performance in the corresponding Critical Service Level that was greater than, or equal to, the Service Level in effect for such Critical Service Level and there was no recurrence of a Service Level Default during such rolling 12-Month Review Period, DIR will refund Service Provider the Service Level Credits that were credited for that Service Level Default for such Critical Service Level. Service Provider will invoice DIR for the Earnback Credit in the monthly invoice following such rolling 12-Month Review Period. 3. If, during the 12-Month Review Period, DIR deletes the Critical Service Level (including demotion of a Critical Service Level to a Key Measurement) that corresponds to the Service Level Default giving rise to such 12-Month Review Period, Service Provider shall continue to track its performance for such former Critical Service Level and shall be entitled to an Earnback if and to the extent, and at the time, it would have otherwise been entitled to such Earnback in accordance with the procedures described in Item 2 of Section 6 above had the Critical Service Level not been so deleted or demoted to a Key Measurement during such 12-Month Review Period. If the Agreement is terminated prior to the end of the Term, the foregoing process shall be undertaken with respect to the months of the applicable outstanding 12-Month Review Period(s) (if any) during which the Agreement was in effect.

EARNBACK. The Service Provider Supplier shall have Earnback opportunities with respect to Service Level Credits as follows: 1. Within thirty fifteen (3015) business days after the first anniversary of the month in which any Service Level Default occurseach Contract Year, the Service Provider Supplier shall provide a report to DIR Company that will include, with respect to each Critical Service Level for which there was a Service Level DefaultDefault during the preceding Contract Year, the following: 1.1. Statistics on the Service Provider's Supplier’s average monthly performance during the preceding twelve (12) monthsContract Year; 1.2. The amount of Service Level Credit imposed for each Service Level DefaultYearly Performance Average; and 1.3. The total amount of Service Level Credits imposed for Service Level Defaults. 2. If, for during the rolling twelve (12) month period immediately following preceding Contract Year, Supplier achieved a Service Level Default (the "12-Month Review Period"), Service Provider achieved, on average, Yearly Performance Average in a monthly performance in the corresponding Critical Service Level Level, that was greater than, or equal to, the Expected Service Level in effect for such Critical Service Level and there was no recurrence of a Service Level Default during such rolling 12-Month Review Periodthe preceding Contract Year, DIR will refund Service Provider the then Supplier shall be relieved from paying any Service Level Credits that were credited for that Service Level Default assessed during the preceding Contract Year for such Critical Service Level. Service Provider will invoice DIR for the Earnback Credit in the monthly invoice following such rolling 12-Month Review Period. 3. If, during the preceding Contract Year, Company deletes a Critical Service Level, then Supplier shall be relieved from paying Service Level Credits assessed during the preceding Contract Year for Service Level Defaults in that Critical Service Level. 4. If, during the preceding Contract Year, Company adds a Critical Service Level, Supplier shall calculate the Contract Year, Yearly Performance Average for such Contract Year based on twelve (12-Month Review Period) months of data by (i) using all available performance measurements for such Contract Year, DIR deletes including measurements obtained during any baselining period or when the Critical Service Level (including demotion of a Critical Service Level to had been classified as a Key Measurement; and (ii) that corresponds to for any months where no such data is available, substituting the Expected Service Level Default giving rise to such 12-Month Review Periodfor the missing month’s measurement value. 5. For each Contract Year, Service Provider shall continue to track its performance for such former Critical any Service Level and Credits that are not relieved via the Earnback methodology (described in this Section 7) shall be entitled to an Earnback if and to the extent, and at the time, it would have otherwise been entitled to such Earnback in accordance with the procedures described in Item 2 of Section 6 above had the Critical considered “Unrelieved Service Level not been so deleted Credits.” The monetary amounts associated with Unrelieved Service Level Credits shall be credited to Company on the monthly invoice reflecting charges for the first month of the Contract Year immediately following the Contract Year in which such Unrelieved Service Level Credits occurred, or demoted if there shall be no further invoices, then Supplier shall pay the amount of the Unrelieved Service Level Credits to a Key Measurement during such 12-Month Review Period. If the Agreement is terminated prior to Company within fifteen (15) calendar days after the end of the last month of the Term. 6. If any Contract Year is less than twelve (12) months long, or any Critical Service Level otherwise ceases to apply during any Contract Year, the foregoing process shall be undertaken with respect to such shorter Contract Year, or the months portion of the applicable outstanding 12-Month Review Period(s) (if any) during which Contract Year when the Agreement Service Level was in effect, as applicable.

EARNBACK. The Service Provider Supplier shall have Earnback opportunities with respect to each Service Level Credits Credit as follows:: THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1. Within thirty (30) days after the first anniversary end of the month in which any Service Level Default occurseach Contract Year, the Service Provider Supplier shall provide a report to DIR Hercules that will include, with respect to each Critical Service Level for which there was a Service Level DefaultDefault during the preceding Contract Year, the following: 1.1. Statistics on the Service Provider's Supplier’s average monthly performance in that Critical Service Level during the preceding twelve Contract Year (12) monthsthe “Yearly Performance Average”). 1.2. The amount of Service Level Credit imposed for each Service Level Default 1.3. The total amount of Service Level Credits imposed for Service Level DefaultsDefaults in that Critical Service Level. 2. If, for during the rolling twelve (12) month period immediately following preceding Contract Year, Supplier achieved a Service Level Default (the "12-Month Review Period"), Service Provider achieved, on average, Yearly Performance Average in a monthly performance in the corresponding Critical Service Level that was equal to or greater than, or equal to, than the Expected Service Level in effect for such Critical Service Level and there was no recurrence of a Service Level Default during such rolling 12-Month Review Periodthe preceding year, DIR will refund Service Provider the Supplier shall be entitled to receive an earnback credit (“Earnback Credit”) equal to all Service Level Credits that were credited for that (except doubled Service Level Default Credits calculated in accordance with Section 5.7 above) assessed during the preceding Contract Year for such Critical Service Level. In no event will: (i) the total amount of Earnback Credits for any Contract Year exceed the total amount of Service Provider will invoice DIR Level Credits assessed and credited to Hercules for Service Level Defaults in the applicable Critical Service Levels for that Contract Year; or (ii) any Earnback Credit in the monthly invoice following such rolling 12-Month Review Periodcarry forward to subsequent Contract Years or back to previous Contract Years. 3. If, during the 12preceding Contract Year, Hercules deletes a Critical Service Level, the Supplier shall be relieved from paying Service-Month Review PeriodLevel Credits assessed during the preceding Contract Year for Service-Level Defaults in that Critical Service Level. 4. The Earnback Credits shall be invoiced by Supplier to Hercules on the first monthly invoice reflecting charges for the first month of the Contract Year immediately following the Contract Year in which such Earnback Credit occurred. If there will be no further invoices, DIR deletes the Supplier will promptly invoice Hercules in accordance with the Agreement for the Earnback Credit. Hercules will pay the Earnback Credit to Supplier in accordance with and subject to Section 12 of the Agreement. 5. If the Critical Service Level (including demotion of a Critical Service Level to a Key Measurement) that corresponds was in effect for less than the entire Contract Year, the foregoing process shall be undertaken only with respect to the Service Level Default giving rise to such 12-Month Review Period, Service Provider shall continue to track its performance for such former Critical Service Level and shall be entitled to an Earnback if and to portion of the extent, and at the time, it would have otherwise been entitled to such Earnback in accordance with the procedures described in Item 2 of Section 6 above had Contract Year during which the Critical Service Level not been so deleted or demoted to a Key Measurement during such 12-Month Review Periodwas in effect. If the Agreement (or any portion thereof) is terminated prior to the end of the Term, the foregoing process shall be undertaken only with respect to the months portion of the applicable outstanding 12-Month Review Period(s) (if any) Contract Year during which the Agreement (or applicable portion thereof) was in effect. 6. The provision for Earnback shall only affect Supplier’s right to receive return of Service Level Credits provided to Hercules and shall have no effect on any other rights or remedies of Hercules under the Agreement, including rights of termination.

EARNBACK. The Service Provider Orbitz shall have Earnback opportunities the earnback opportunity with respect to Credits paid or owed to American pursuant to this Exhibit, as follows: Within 30 days after each Service Level Credits as follows: 1Period, Orbitz shall report on each performance Exhibit F - viii ------------ *** Certain information on this page has been omitted and filed separately with the Commission. Within thirty (30) days after the first anniversary of the month in which any Service Level Default occurs, the Service Provider shall provide a report to DIR that will include, Confidential treatment has been requested with respect to each Critical Service Level the omitted portions. obligation for which there was a Service Level Default, the following: 1.1Credit. Statistics on the Service Provider's If Orbitz achieved a yearly performance average monthly performance during the preceding twelve (12) months 1.2. The amount of Service Level Credit imposed for each Service Level Default 1.3. The total amount of Service Level Credits imposed for Service Level Defaults 2. If, for the rolling twelve (12) month period immediately following a Service Level Default (the "12-Month Review Period"), Service Provider achieved, on average, a monthly performance in the corresponding Critical Service Level that was greater than, than or equal toto the agreed upon performance obligation, Orbitz shall be refunded (or relieved from paying, as the case may be) the amount of Credit formerly paid (or owed) for such performance obligation. Exhibit F - ix ATTACHMENT 1 TO EXHIBIT F ORBITZ HIGH AVAILABILITY BOOKING ENGINE SUMMARY To provide business continuity in event of a complete or partial data center disaster Orbitz will run the XX.xxx booking engine in two data centers simultaneously in the active-active configuration. Figure 1 provides a high level overview of the solution. CAPACITY, PERFORMANCE & CONNECTIVITY SERVER CAPACITY - Server capacity will be provided in each site to accommodate the full projected transaction volumes. Component redundancy within each site will also be maintained to ensure uninterrupted service. These improvements can be accomplished within the cost structure of the original proposal due to the reduction in scale of the staging environment. Assets originally dedicated to a "production-scale" staging environment will be used to provide the incremental capacity necessary to accommodate running two sites. SABRE CONNECTIVITY - The additional Sabre connectivity required in the event of a disaster will be provided via cost effective stand-by T1s. FRONT END TO BOOKING ENGINE CONNECTIVITY - There will be incremental costs associated with connecting the XX.xxx front end application data center to two booking engine sites. These costs are borne by AA and estimated to be 1.5 times the cost to connect to a single booking engine site. Although twice as many circuits will be required between the Exodus data centers, the Service Level traffic sent over any one circuit will be reduced to half the traffic for a single site scenario. OPERATIONS SITE OPERATIONS - The data centers will continue to be operated from a single location at the Orbitz Network Operations Center (NOC) in effect for such Critical Service Level and there was no recurrence Chicago. In the event of a Service Level Default during such rolling 12-Month Review Periodcatastrophic event at the NOC location, DIR the service can be monitored and operated from either of the data center locations. LOG FILE CONSOLIDATION - Log files between the two booking sites will refund Service Provider the Service Level Credits that were credited be consolidated on an hourly basis for that Service Level Default for such Critical Service Leveltroubleshooting, reporting and accounting purposes. Service Provider will invoice DIR for the Earnback Credit FUTURE CONSIDERATIONS Orbitz currently has facilities in two Exodus data centers in the monthly invoice following such rolling 12-Month Review Period. 3Chicagoland area (Oakbrook and Elk Grove Village). If, during the 12-Month Review Period, DIR deletes the Critical Service Level (including demotion of a Critical Service Level AA will be included in Orbitz's future plans to a Key Measurement) that corresponds to the Service Level Default giving rise to such 12-Month Review Period, Service Provider shall continue to track its performance for such former Critical Service Level and shall be entitled to an Earnback if and to the extent, and at the time, it would have otherwise been entitled to such Earnback in accordance with the procedures described in Item 2 of Section 6 above had the Critical Service Level not been so deleted or demoted to a Key Measurement during such 12-Month Review Period. If the Agreement is terminated prior to the end enhance both geographic diversity of the Term, data centers and vendor diversity in providers. AA will be migrated along with Orbitz in any future plans if the foregoing process shall be undertaken with respect costs remain the same for enhancing the geographic and vendor diversity. Attachment 1 to the months of the applicable outstanding 12-Month Review Period(s) (if any) during which the Agreement was in effect.Exhibit F [STRUCTURE CHART] Attachment 1 to Exhibit F EXHIBIT G NONDISCLOSURE AGREEMENT

EARNBACK. The Service Provider EDS shall have Earnback opportunities with respect to Service Service-Level Credits as follows: 1. Within thirty fifteen (3015) days after the first anniversary of the month in which any Service Level Default occurseach Contract Year, the Service Provider EDS shall provide a report to DIR Customer that will include, with respect to each Critical Service Level for which there was a Service Service-Level DefaultDefault during the preceding Contract Year, the following: 1.1. Statistics on the Service Provider's EDS’s average monthly performance during the preceding twelve (12) monthsContract Year 1.2. The amount of Service Level Credit imposed for each Service Level DefaultYearly Performance Average 1.3. The total amount of Service Level Credits imposed for Service Level Defaults 2. If, for during the rolling twelve (12) month period immediately following preceding Contract Year, EDS achieved a Service Level Default (the "12-Month Review Period"), Service Provider achieved, on average, Yearly Performance Average in a monthly performance in the corresponding Critical Service Level Level, that was greater than, or equal to, the Expected Service Level in effect for such Critical Service Level and there was no recurrence of a Service Level Default during such rolling 12the preceding year, EDS shall be relieved from paying any Service-Month Review Period, DIR will refund Service Provider the Service Level Credits that were credited for that Service Level Default assessed during the preceding Contract Year for such Critical Service Level. Service Provider will invoice DIR for the Earnback Credit in the monthly invoice following such rolling 12-Month Review Period. 3. If, during the 12preceding Contract Year, Customer deletes a Critical Service Level, EDS shall be relieved from paying Service-Month Review PeriodLevel Credits assessed during the preceding Contract Year for Service-Level Defaults in that Critical Service Level. If, DIR deletes during the preceding Contract Year, Customer changes a Key Measurement to a Critical Service Level, EDS shall be relieved from paying Service Level Credits assessed during the preceding Contract Year for Service Level Defaults in that Critical Service Level if there is less than twelve (including demotion 12) monthly periods of measurement as a Critical Service Level to or a Key Measurement) . 4. For each Contract Year, any Service-Level Credits that corresponds to are not relieved via the Earnback methodology will be considered Unrelieved Service-Level Credits. The monetary amounts associated with Unrelieved Service Level Default giving rise to such 12-Month Review Period, Service Provider shall continue to track its performance for such former Critical Service Level and Credits shall be entitled credited to an Earnback if and Customer on the monthly invoice reflecting charges for the first month of the Contract Year immediately following the Contract Year in which such Unrelieved Service-Level Credits occurred. In the case where there will be no further invoices, EDS will pay the amount of the Unrelieved Service-Level Credits to Customer within fifteen (15) days after the extent, and at end of the time, it would have otherwise been entitled to such Earnback in accordance with last month of the procedures described in Item 2 of Section 6 above had the Critical Service Level not been so deleted or demoted to a Key Measurement during such 12-Month Review PeriodTerm. 5. If the Agreement is terminated prior to the end of the Term, the foregoing process shall be undertaken with respect to the months portion of the applicable outstanding 12-Month Review Period(s) (if any) previous twelve months during which the Agreement was in effect.effect except for termination for cause