RESTRICTED STOCK UNIT AWARD AGREEMENT (France)

EXHIBIT 10.13

RESTRICTED STOCK UNIT AWARD AGREEMENT

(France)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [GRANT DATE] (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).

This award is intended to be granted as a French-qualified restricted stock unit award under the French Commercial Code, as amended, and as applicable under the French Tax Code and the French Social Security Code, as amended. However, Orbitz does not make any undertaking or representation to maintain the qualified status of the French-qualified Restricted Stock Units during the term of the award and there are certain events that may affect the tax qualification of these awards.

RECITALS

Orbitz has adopted the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan (as may be amended from time to time, the “U.S. Plan”) and the Rules of the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan for the Grant of Restricted Stock Units to Participants in France (the “French Plan” and together with the U.S. Plan, the “Plan”), copies of which are attached hereto as Exhibit A.

In connection with Employee’s employment by Orbitz or one of its subsidiaries (collectively, the “Company”), Orbitz intends concurrently herewith to grant the RSUs (as defined below) to Employee.

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:

SECTION 1
DEFINITIONS

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 shall have the following respective meanings:

“Agreement” has the meaning specified in the Preamble.

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“Board” means the board of directors of Orbitz (or, if applicable, any committee of the Board).

“Cause” shall have the meaning assigned such term in any employment agreement entered into between the Company and Employee, provided that if no such employment agreement exists or such term is not defined, then “Cause” shall mean (A) Employee’s failure substantially to perform Employee’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from the Company by Employee of such failure; provided that it is understood that this clause (A) shall not apply if the Company terminates Employee’s employment because of dissatisfaction with actions taken by Employee in the good faith performance of Employee’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Employee’s duties to the Company, (C) an act or acts on Employee’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Employee’s willful malfeasance or willful misconduct in connection with Employee’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or (E) Employee’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

“Company” has the meaning specified in the Recitals.

“Disability” shall have the meaning assigned such term in any employment agreement entered into between the Company and Employee, provided that if no such employment agreement exists or such term is not defined, then “Disability” shall mean Employee shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Employee’s duties under Employee’s employment. Any question as to the existence of the Disability of Employee as to which Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Employee and the Company. If Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of this Agreement and any other agreement between the Company and Employee that incorporates the definition of “Disability”.

“Employee” has the meaning specified in the Preamble.

“Grant Date” has the meaning specified in the Preamble.

“Orbitz” has the meaning specified in the Preamble.

“Plan” has the meaning specified in the Recitals.

“Share” means one share of the common stock, par value $0.01 per share, of Orbitz.

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SECTION 2
GRANT OF RESTRICTED STOCK UNITS

Subject to the terms and conditions hereof, Orbitz hereby grants to Employee, as of the Grant Date, [# RSU’s] restricted stock units (the “RSUs”). Each RSU granted hereunder shall represent the right to receive from Orbitz, on the terms and conditions described herein one Share as of the date of vesting. Employee shall have no further rights with respect to any RSU that is paid in Shares, or that is forfeited or terminates pursuant to this Agreement or the Plan. Employee understands and agrees that the Company is neither responsible for any foreign exchange fluctuations between Employee’s local currency and the United States Dollar that may affect the value of the RSUs or the Shares nor liable for any decrease in the value of the RSUs or the Shares.

SECTION 3
TERMS OF RESTRICTED STOCK UNITS

3.1. Vesting Schedule.

(a) Subject to the provisions of this Agreement and the Plan, 50% of the RSUs shall vest on the second anniversary of the Grant Date and 25% of the RSUs shall vest on each of the third and fourth anniversaries of the Grant Date (the “Vesting Dates”); provided, however, that no vesting shall occur after the termination of Employee’s employment with the Company for any reason except in the event of death of Employee, and any unvested RSUs shall be immediately cancelled by Orbitz without consideration after termination of Employee’s employment with the Company for any reason except in the event of death of Employee.

(b) The Board may determine at any time before the RSUs expire or terminate that any or all of the RSUs shall become vested at any time. However, any acceleration of vesting may result in the awards no longer qualifying for favorable French tax treatment.

3.2. Restriction on Sale of the Shares.

(a) Employee will not be permitted to sell or transfer any Shares issued upon vesting of the RSUs until the second annual anniversary of the applicable Vesting Date, or such other period as is required to comply with the minimum mandatory holding period applicable to Shares underlying French-qualified RSUs under Section L. 000-000-0 of the French Commercial Code, as amended, or by the French Tax Code or French Social Security Code, as amended, provided however, that this mandatory holding period shall not apply in the event of Employee's termination of service by reason of Employee's death or Disability (as defined in the French Plan). If the minimum holding period applicable to Shares underlying the RSUs is not met, the RSUs may not receive favorable tax or social security treatment under French law. Furthermore, the Shares underlying French-qualified RSUs cannot be sold during certain Closed Periods (as defined in the French Plan), to the extent applicable under French law.

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(b) At Orbitz’s discretion, Orbitz may issue appropriate “stop transfer” instructions to its transfer agent related to the restriction on sale of place restrictive legends on the Shares for the time period set out in this Section 3.2. In addition, the Shares may be held until the expiration of the holding period, at Orbitz’s discretion, either by Orbitz or by a transfer agent designated Orbitz. In addition, the Shares may be held in an account in Employee’s name with a broker designated by Orbitz or in such manner as Orbitz may otherwise determine in compliance with French law.

3.3. Dividends. Employee shall not be entitled to be credited with dividend equivalents with respect to any unvested RSUs or vested but unexercised RSUs.

3.4. Termination of Employment. If Employee’s employment with the Company terminates for any reason, the RSUs, to the extent not then vested, shall be immediately canceled by the Company without consideration except in the event of death of Employee. Such period prior to cancellation of the RSUs shall not be extended by any notice period mandated under local law. If Employee’s employment with Company terminates due to his or her death, any unvested RSUs will become transferable to Employee’s heirs or estate. Orbitz shall issue the Shares underlying the RSUs to Employee’s heirs or estate, at their request, if such request occurs within six (6) months following the death of Employee. If Employee’s heirs or estate do not request the issuance of Shares underlying the RSUs within six (6) months following Employee’s death, the RSUs will be forfeited.

3.5. Limited Transferability. The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, other than by will or the laws of inheritance following Employee’s death.

3.6. Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that is materially and demonstrably injurious to the Company; (ii) willfully and knowingly participated in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition; or (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties of the Company or breach of fiduciary duty against the Company that has a material adverse effect on the Company, then:

(a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration,

(b) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of such Board determination and then held by Employee shall be forfeited and returned to Orbitz without consideration, and

(c) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of such Board determination, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (y) the fair market value (as determined by the Board in good faith) of such Shares as of the date of such Board determination.

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SECTION 4
MISCELLANEOUS

4.1. Compliance with Law. Employee acknowledges that he or she has been advised to rely and is relying solely on his or her own professional legal and tax advisors and not on any statements or representations or recommendations of the Company or any of its agents. Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Shares pursuant to the RSUs at any time if the offering of the Shares covered by the RSUs violates or is not in compliance with any applicable laws, rules or regulations of the United States or any state or country. Furthermore, Employee understands that the laws of the state or country in which he/she is living or working at the time of grant or vesting of the RSUs (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of the Shares or may subject Employee to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in order to receive any benefit under the RSUs.

4.2. Compliance with IRC Section 409A. This Section 4.2 only applies if Employee is subject to taxes in the U.S. Notwithstanding anything herein to the contrary, (i) if at the time Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (“Section 409A”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A, then Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Orbitz, that does not cause such an accelerated or additional tax. Orbitz shall consult with Employee in good faith regarding the implementation of the provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall have any liability to Employee with respect thereto.

4.3. Tax Withholding and Responsibility for Taxes.

(a) Regardless of any action Orbitz or Employee’s employer (the “Employer”) takes with respect to any or all income tax (including federal, state and local taxes), social security contributions, payroll tax, payment on account or other tax-related items related to Employee’s participation in the Plan and legally applicable to Employee (“Tax Related Items”), Employee

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acknowledges that the ultimate liability for all Tax-Related Items is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company. Employee further acknowledges that the ultimate liability for all Tax Related Items legally due by Employee is and remains Employee’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the conversion of the RSUs into Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Employee’s liability for Tax Related Items or achieve any particular tax result. Further, if Employee has become subject to tax and/or social security contributions in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction.

(b) Prior to any relevant taxable or tax withholding event, as applicable, Employee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Related Items. In this regard, Employee authorizes the Company, or its respective agents, at its discretion, to satisfy the obligations with regard to all Tax Related Items by one or a combination of the following: (1) withholding from Employee’s wages or other cash compensation paid to Employee by the Company; (2) withholding from proceeds of the sale of Shares acquired at vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by Orbitz (on Employee’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued upon vesting/settlement of the RSUs.

(c) To avoid negative accounting treatment, the Company may withhold or account for Tax Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax Related Items is satisfied by withholding in Shares of, for tax purposes, Employee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of Employee’s participation in the Plan.

(d) Finally, Employee shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold or account for as a result of Employee’s participation in the Plan that cannot be satisfied by the means previously described. Employee acknowledges and agrees that should the amount of withholding for Tax Related Items be in excess of the actual tax due, the Company will refund the excess amount to him or her as soon as administratively practicable and without any interest. Orbitz may refuse to deliver Shares to the Employee if Employee fails to comply with Employee’s obligations in connection with the Tax Related Items.

4.4. Employment of Employee. Nothing in this Agreement confers upon Employee the right to continue in the employ of Employer, entitles Employee to any right or benefit not set forth in this Agreement or interferes with or limits in any way the right of Employer to terminate

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Employee’s employment to the extent permitted under applicable local law and any employment contract terms (if any).

4.5. Stockholder Rights. Employee shall not have any stockholder rights (including the right to distributions or dividends) with respect to any Shares subject to the RSUs until such person has become a holder of record of any Shares issued upon vesting.

4.6. Equitable Adjustments. The RSUs shall be subject to adjustment as provided in Section 5 of the U.S. Plan. However, any such adjustment may result in the award not qualifying for favorable tax treatment in France.

4.7. Labor Acknowledgement. In accepting the award of RSUs, Employee acknowledges, understands and agrees that (i) the Plan is established voluntarily by Orbitz, it is discretionary in nature and may be modified, amended, suspended or terminated by Orbitz at any time; (ii) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past; (iii) all decisions with respect to future awards, if any, will be at the sole discretion of Orbitz; (iv) Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Employee’s employment relationship at any time; (v) Employee’s participation in the Plan is voluntary; (vi) the award of RSUs and the Shares subject to the RSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the RSUs are outside the scope of Employee’s employment contract, if any; (vii) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (viii) the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company; (ix) neither the award of the RSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon Employee any right with respect to employment or continuation of current employment, and the RSUs and Employee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with Orbitz; (x) the future value of the underlying Shares is unknown and cannot be predicted with certainty, (xi) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment by the Employer (for any reason whatsoever), and in consideration of the grant of the RSUs to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute any claim against the Company, waive his or her ability, if any, to bring any such claim, and release the Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (xii) in the event of termination of Employee’s employment, Employee’s right to receive the RSUs and vest under the Plan, if any, will terminate effective as of the date that Employee is no longer actively employed; and (xiii) the RSUs and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger or take-over.

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4.8. Remedies.

(a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

4.9. Waivers and Amendments. The respective rights and obligations of Orbitz and Employee under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party. This Agreement may be amended only with the written consent of a duly authorized representative of each of the parties hereto.

4.10. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any controversy or claim relating to this Agreement, any breach thereof, and any claims Employee may have against Orbitz or any officer, director or employee of Orbitz, will be settled solely and finally by arbitration in Chicago, Illinois in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”) then in effect in the State of Illinois, and judgment upon such award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, provided that this Section 4.10 shall not be construed to eliminate or reduce any right Orbitz or Employee may otherwise have to obtain a temporary restraining order or a preliminary or permanent injunction to enforce any of the covenants contained in this Agreement before the matter can be heard in arbitration.

4.11. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.

4.12. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior communications, representations and negotiations in respect thereto.

4.13. Notices and Mode of Communication. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 4.13), reputable commercial overnight delivery service (including Federal Express, DHL and U.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service or foreign postal service and mailed first class, registered or certified mail, postage prepaid, as set forth below:

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If to Orbitz, addressed to:

Orbitz Worldwide, Inc.

Legal Department

000 X. Xxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attention: General Counsel

Fax: (000) 000-0000

If to Employee, to the address set forth on the signature page of this Agreement or at the current address listed in the Company’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the postal service as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

Notwithstanding the above, Employee agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or related company may deliver in connection with this grant and any other grants offered by the Company, including the Plan, prospectuses, grant notifications, account statements, annual or quarterly reports and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website.

4.14. No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement.

4.15. Incorporation of Plan. The Plan is hereby incorporated herein by reference and made a part hereof, and the RSUs and this Agreement are subject to all terms and conditions of the Plan. In the event of any inconsistency between the Plan and this Agreement, the provisions of the Plan shall govern.

4.16. Data Privacy Consent. In the course of Employee’s employment with the Employer, the Company may obtain or have access to certain information about Employee and Employee’s employment with the Employer, such as information about Employee’s job, appraisals, performance, health, compensation, benefits, training, absence, education, contact details, disabilities, social security number (or equivalent) and information obtained from references or background checks (collectively, “Personal Information”). The Company will use Personal Information in connection

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with Employee’s employment with the Employer, to provide Employee with health and other benefits, and in order to fulfill its legal and regulatory obligations. Due to the global nature of the Company’s business and the need to centralize the Company’s information and technology storage systems, the Company may transfer, use or store Employee’s Personal Information in a country (including the United States) or continent outside the country where Employee works or lives, and may also transfer Employee’s Personal Information to its other group companies, to its insurers and third-party service providers as necessary or appropriate in Employee’s home country or the United States or other countries, and to any party that it merges with or which purchases all or a substantial portion of its assets, shares, or business (any of which may also be located outside the country or continent where Employee works or lives). The Company may also disclose Employee’s Personal Information when it is legally required to do so or to governmental, fiscal or regulatory authorities (for example, to tax authorities in order to calculate Employee’s appropriate taxation, compensation or salary payments). The Company may disclose Personal Information as noted above, including to any of the third parties and for any of the reasons listed above, without further notice to Employee. By signing below, electronically or otherwise, and/or otherwise accepting the RSUs, Employee consents to the Company collecting, retaining, disclosing and using Personal Information as outlined above, and to transfer such information internationally and/or to third parties for these purposes.

4.17. No Advice From Company. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Employee’s participation in the Plan, or Employee’s acquisition or sale of the underlying Shares. Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

4.18. English Version Controlling. If Employee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

4.19. Additional Terms. Orbitz reserves the right to impose other requirements on Employee’s participation in the Plan, on the grant of RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

4.20. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.

(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

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(c) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

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IN WITNESS WHEREOF, Orbitz and Employee have executed this Agreement as of the day and year first written above.

Orbitz Worldwide, Inc.

By:    
Name:
Title:

“En [acceptant][signant et renvoyant] le présent document décrivant les termes et conditions mon attribution d’Actions Gratuites, je confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. tel qu’xxxxxx par le Plan pour la France et ce Contrat) qui m’ont été communiqués en langue anglaise. J’en accepte les termes en connaissance de cause.”

“By [accepting][signing and returning] this document providing for the terms and conditions of the Restricted Stock Unit Award grant, I confirm having read and understood the documents relating to this grant (the U.S. Plan, as amended, the French Plan and this Agreement) which were provided to me in English. I accept the terms of those documents accordingly.”

Employee:
Name: [EMPLOYEE NAME]

Number of RSUs: [# RSU’s]

Exhibit A – 2007 Equity and Incentive Plan

(Distributed Separately)

Exhibit B – Rules of the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan for the Grant of Restricted Stock Units to Participants in France

(Distributed Separately)

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