Common use of Forfeiture Clause in Contracts

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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) any portion of the RSUs, to the extent not Option then vested, held by Employee shall be immediately canceled by Orbitz without considerationautomatically forfeited, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited subject to repurchase by Orbitz at the lower of (x) the fair market value (as determined by the Board in good faith) of such Shares as of the time of repurchase and returned to Orbitz without consideration(y) the Exercise Price paid for such Shares upon exercise of the Option, and (dc) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or less the Exercise Price paid for the applicable Shares and (y) the fair market value (as determined by the Board in good faith) of such Shares as of the date of such Board determination.

Forfeiture. Notwithstanding anything herein contained in this Grant Notice and Agreement to the contrary, if you engage in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies or breaching any non-competition, non-solicitation, or confidentiality agreement with the Company (or refusing to sign any such agreement if it is required as a condition to your employment or continued employment with the Company, (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board determines of Directors of the Company which could reasonably be foreseen as contributing to or resulting in good faith that Employee has a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUsthis Award, to the extent not then vestedit remains restricted, shall be immediately canceled by Orbitz without consideration, terminate automatically on the date on which you first engaged in such wrongful conduct, (bii) Employee if the misconduct occurred within six months of a Vesting Date, you shall repay pay to Orbitz the Company in cash any cash received pursuant to financial gain you realized from the vesting of any the RSU, and (iii) if the misconduct occurred after the RSU within five (5) years has been deferred in the Deferred Compensation Plan and prior to the date of Board determination of (i)deferred payment date, (ii), or (iii) above or within three (3) years prior to you shall forfeit the deferred RSU and this Award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)this section, (ii)financial gain shall equal, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 of the ▇▇▇▇ ▇▇▇ Corporation common stock on the Vesting Date, multiplied by the Board number of RSUs actually distributed pursuant to this Award, reduced by any taxes paid in good faith) countries other than the United States which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this RSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this section. This right of such Shares as set-off is in addition to any other remedies the Company may have against you for breach of the date of such Board determinationthis Grant Notice and Agreement.

Forfeiture. Any unvested shares of Restricted Stock shall be forfeited and cancelled upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board for any reason other than death, disability or retirement from the Board after attaining age seventy, or (ii) if the applicable vesting requirements were not met as provided in Section 4 above. Notwithstanding anything herein the foregoing, any unvested shares of Restricted Stock (which have not been forfeited and cancelled pursuant to the contrarypreceding sentence) shall vest upon the earlier of (i) the death or disability of the Non-Employee Director, (ii) the retirement of the Non-Employee Director from the Board after attaining age seventy or (iii) a Change of Control (as defined below). A “Change of Control” shall be deemed to have occurred if: (a) Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of common shares of the Company, is or becomes the “Beneficial Owner” (as defined below) of twenty percent (20%) or more of the common shares of the Company then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of common shares of the Company by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty percent (20%) or more of the common shares of the Company then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in common shares of the Company shall be deemed a Change of Control; and provided further that if the Board of Directors of the Company determines in good faith that Employee a Person who has (i) willfully engaged in misconduct that is materially and demonstrably injurious to become the Company; (ii) willfully and knowingly participated in the preparation or release Beneficial Owner of false or materially misleading financial statements relating to the Company's operations and financial condition; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties common shares of the Company representing twenty percent (20%) or breach more of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit common shares of the Company applicable then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty percent (20%) or more of the common shares of the Company then outstanding, then no Change of Control shall be deemed to Employee have occurred. For purposes of this paragraph (including, without limitationa), the covenants following terms shall have the meanings set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein to the contrary, if in the Board determines in good faith that event (X) Employee has (iis terminated for Cause pursuant to Section 9(a) willfully engaged in of the Employment Agreement and such termination for Cause is based on Employee’s willful misconduct that is materially and demonstrably injurious to involving a financial matter of 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, Employee purposefully or knowingly making a false certification to the Company pertaining to its financial statements, (Y) of Employee’s material breach of the restrictive covenants set forth in Section 4 belowSections 10 or 11 of the Employment Agreement or (Z) during Employee's employment or following termination of Employee's employment’s material violation of the Company’s Code of Conduct or Code of Ethics, thenthe Board may determine in good faith that: (ai) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (bii) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five two (52) years prior to the date (x) such termination of Board determination of (i), (ii), employment for Cause or (iiiy) above or within three (3) years prior to the date of Board determination of (iv) abovesuch breach, as applicable, (ciii) any Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (div) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (yless the taxes paid with regard to such sale. Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant to Section 9(a) of the fair market value (as determined by Employment Agreement and such termination for Cause is based on conduct other than Employee’s willful misconduct involving a financial matter of the Company, the Board may determine in good faithfaith that the provisions of Section 3.5(i) through (iv) shall apply to the extent necessary for the Company to recover any damages it incurs as a result of such Shares as of the date of such Board determinationconduct.

Forfeiture. Notwithstanding anything herein to the contraryExcept as otherwise provided in Section 3(b)(v) of this Agreement, 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) you willfully and knowingly participated in materially fail to comply with the preparation or release terms of false or materially misleading financial statements relating to the Company's operations and financial condition; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties of your Restrictive Covenant Agreement with the Company or breach if you willfully and materially fail to comply with Section 2(c) or Section 5 of fiduciary duty against this Agreement, all compensation and benefits provided for under this Agreement shall be immediately forfeited. Notwithstanding the Company that has a material adverse effect on foregoing, you shall not forfeit any compensation or benefits provided for under this Agreement unless and until there shall have been delivered to you, within six months after the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: Board (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (b) Employee shall repay had reason to Orbitz any cash received pursuant believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board at a meeting of the Board called and held for such purpose (after giving you reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the vesting acts or omissions complained of, if correctable, and affording you the opportunity, together with your counsel, to be heard before the Board) finding that, in the good faith opinion of any RSU within five (5) years prior the Board, you have engaged and continue to the date engage in conduct which constitutes grounds for forfeiture of Board determination of (i)your compensation and benefits under this Agreement; provided, (ii)however, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) that in the event Employee has sold that you shall have already received any compensation or otherwise disposed of Shares acquired pursuant to benefits under this Agreement before the vesting Board makes the determination described in this sentence, you shall immediately reimburse the Company for such compensation and/or benefits following such determination by the Board. The forfeiture of any RSU within five (5) years prior compensation or benefits provided for under this Agreement by reason of this Section 6 shall apply to the date such compensation and benefits notwithstanding any other term or provision of Board determination of (i), (ii), this Agreement or (iii) above any other agreement or within three (3) years prior to the date of Board determination of (iv) above, 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 determinationplan.

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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) any portion of the RSUs, to the extent not Option then vested, held by Employee shall be immediately canceled by Orbitz without considerationautomatically forfeited, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited subject to repurchase by Orbitz at the lower of (x) the fair market value (as determined by the Board in good faith) of such Shares as of the time of repurchase and returned to Orbitz without consideration(y) the Exercise Price paid for such Shares upon exercise of the Option, and (dc) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or less the Exercise Price paid for the applicable Shares and (y) the fair market value (as determined by the Board in good faith) of such Shares as of the date of such Board determination.

Forfeiture. Notwithstanding In consideration of the granting of Restricted Stock Units pursuant to this Agreement and the Plan, the Participant hereby agrees that notwithstanding anything herein in the Plan or this Agreement to the contrary, if in the Board determines in good faith that Employee has event of: (i) willfully engaged in serious misconduct that is materially and demonstrably injurious to by 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee Participant (including, without limitation, a material breach by the covenants Participant of Company policy, or a material breach by the Participant of the obligations set forth in Section 4 belowthe Company’s employee handbook [or code of ethics and standards of business conduct]), or conduct seriously prejudicial to the business or reputation of the Company (including illegal or fraudulent activity, criminal indictment or acts of moral turpitude), or (ii) during Employee's a material breach by the Participant of any employment agreement between the Participant and the Company, or (iii) a breach by the Participant of any written agreement not to compete with the Company or following termination a breach by the Participant of Employee's employment, then:his or her confidentiality agreement with the Company or a breach by the Participant of his or her covenant against soliciting Company employees, (a) the RSUs, all unvested Restricted Stock Units granted to the extent not then vested, Participant shall be immediately canceled by Orbitz without consideration, cancelled and (b) Employee shall repay to Orbitz any cash received pursuant to if such conduct or activity occurs within one year following the vesting of any RSU within five Restricted Stock Units, the Participant shall be required to repay to the Company such shares underlying vested Restricted Stock Units. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in common stock or cash or a combination thereof (5) years based upon the Fair Market Value of common stock on the day prior to the date of Board payment), and the Committee is hereby permitted and expressly authorized by the Participant to offset against any future payments owed by the Company or any Subsidiary to the Participant (including any salary, bonus, severance or other compensation) to satisfy the repayment obligation. The determination of whether the Participant has engaged in any conduct or activity described in (i), (ii), ) or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 Committee in good faith. This Section 11 shall have no application following a Change in Control. The Participant agrees to reimburse the Company for all costs and expenses (including, without limitation, court costs and the reasonable fees and expenses of attorneys) of such Shares as of incurred by the date of such Board determinationCompany in connection with any action by the Company seeking to enforce this Section 11.

Forfeiture. Notwithstanding anything herein The Consulting Shares shall be subject 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, thenforfeiture as follows: (a) Upon the RSUstermination of this Agreement sooner than the third (3rd) anniversary of its Effective Date, all shares not yet paid shall be forfeited, except as otherwise provided in (i) and (ii), immediately below. (i) A pro rata portion of the shares that would have been payable on the anniversary of the Closing Date next following the date on which the Consulting Agreement is terminated shall be paid to Consultant, such pro rata portion being equal to the extent not product of one-third of the Consulting Shares and a fraction, the numerator of which is the number of days that have elapsed since the immediately preceding anniversary of the Closing Date through the date of the termination of the Consulting Agreement and the denominator of which is 365 (or 366 in the case of leap years). (ii) If the Consulting Agreement is terminated by Company “Without Cause” (as defined in Section 4.5 of this Agreement), then vestedfifty percent (50%) of all shares that would have been payable after the date on which the Consulting Agreement is terminated shall be paid to Consultant. The shares identified in (i) and (ii), above, shall be immediately canceled by Orbitz without consideration,paid on the dates on which such shares would have been paid in accordance with Section 2.2.1, above, had no forfeitures occurred. (b) Employee shall repay Any payment of Consulting Shares made by Company to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee Consultant shall be forfeited by Consultant, and returned Consultant shall be obligated to Orbitz return to Company, without consideration, and (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting necessity of any RSU demand therefor, the certificate evidencing such shares, if, within five one year of such payment Consultant shall engage or attempt to engage in any of the following (5) years prior to the date of Board determination of (i)each, (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the greater of a “Prohibited Transaction”): (x) any proceeds received from such sale or other dispositionsell, exchange, assign, or otherwise transfer ownership of such Consulting Shares to any person; (y) the fair market value (as determined by the Board in good faith) of hypothecate, mortgage, or otherwise transfer, offer, or pledge such Consulting Shares as security for indebtedness or for any other purpose; or (z) file a petition for protection from creditors under any of the date of United States or any State. A Prohibited Transaction shall be null and void ab initio, and the Company shall not, and shall not be required to, recognize or otherwise give effect to any such Board determinationtransfer.

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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein contained in this Agreement to the contrary, if the Board determines you engage in good faith that Employee has (i) willfully engaged in misconduct that is materially and demonstrably injurious any activity inimical, contrary or harmful 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; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties interests of the Company or breach any Subsidiary, including but not limited to: (1) competing, directly or indirectly (either as owner, employee or agent), with any of fiduciary duty against the Company that has a material adverse effect on businesses of the Company; , (2) violating the Company’s Global Business Standards, (3) soliciting any present or (iv) breached any noncompetition future employees or confidentiality covenants for the benefit customers of the Company applicable to Employee terminate such employment or business relationship(s) with the Company, (including4) disclosing or misusing any confidential information regarding the Company, without limitation(5) participating in any activity not approved by the Board of Directors which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), or (6) disparaging or criticizing, orally or in writing, the covenants set forth in Section 4 belowbusiness, products, policies, decisions, directors, officers or employees of Company or any of its subsidiaries or affiliates to any person, then (i) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vestedthey remain subject to restriction, shall be terminate automatically on the date on which you first engaged in such wrongful conduct and (ii) you shall pay to the Company in cash any financial gain you realized from the vesting of the RSUs within the 12-month period immediately canceled preceding such wrongful conduct. For purposes of this Paragraph 9, financial gain shall equal, on each Vesting Date during the twelve month period immediately preceding such wrongful conduct, the fair market value of Company common stock on the that date, multiplied by Orbitz without consideration, (b) Employee the number of shares of common stock vested on that date, reduced by any taxes paid in countries other than the United States with respect to such vesting and which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this Award, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this Paragraph 9. The Committee may make retroactive adjustments to, and you shall repay reimburse to Orbitz the Company any cash received pursuant RSUs paid to you where such compensation was predicated upon, achieving certain financial results that were substantially the subject of a restatement, and as a result of the restatement it is determined that you otherwise would not have been paid such compensation, regardless of whether or not the restatement resulted from your misconduct. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which your incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results. The Company will, to the extent permitted by governing law, require forfeiture of any excess unvested RSUs and reimbursement to the Company for any financial gain realized from the vesting of any RSU within five excess vested RSUs for any named executive officer (5for purposes of this policy “named executive officers” has the meaning given that term in Item 402(a)(3) years prior to of Regulation S-K under the date Securities Exchange Act of Board determination of 1934) where: (i)) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a substantial restatement, and (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) in the event Employee has sold Committee’s view the officer engaged in fraud or otherwise disposed of Shares acquired pursuant misconduct that caused or partially caused the need for the substantial restatement. In each instance described above, the Company will, to the vesting extent practicable, seek to recover the described incentive compensation for the relevant period, plus a reasonable rate of interest. By accepting this Agreement, you consent to and authorize the Company to deduct from any RSU within five (5) years prior amounts payable by the Company to you, any amounts you owe to the date Company under this section. This right of Board determination set-off is in addition to any other remedies the Company may have against you for your breach of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 determinationthis Agreement.

Forfeiture. (a) Forfeiture of Option Gain and Unexercised Options if the Optionee Engages in Certain Activities. If, at any time within (1) the term of this Option or (2) within 12 months after termination of employment for any reason whatsoever other than termination by the Optionee's employer without Cause, or (3) within 12 months after the Optionee exercises any portion of this Option, whichever is the latest, the Optionee engages in any adverse, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to the Optionee's employment for which either criminal or civil penalties against the Optionee may be sought, (ii) violation of Company policies, including, without limitation, the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (iii) while employed by the Company or any Subsidiary or Affiliate, serving as a consultant, advisor or in any other capacity to an entity that is, or proposes to be, in competition with or acting against the interests of the Company, (for purposes of this Agreement, including the entities listed in Exhibit A hereto, which is incorporated herein by reference, are conclusively presumed to be in competition with the Company), (iv) employing or recruiting any present, former or future employee of the Company, whether individually or behalf of another person or entity, (v) disclosing or misusing any confidential information or material concerning the Company, or (vi) participating in a hostile takeover attempt, then (1) this Option shall terminate effective as of the date on which the Optionee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and (2) the Optionee shall immediately pay to the Company any Option Gain realized by the Optionee from exercising all or a portion of this Option. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (i) willfully for purposes of this Section 6(a), an Optionee will not be deemed to be engaged in misconduct an activity that is materially and demonstrably injurious adverse, contrary or harmful to the Company; (ii) willfully and knowingly participated in Company merely because following the preparation or release termination of false or materially misleading financial statements relating to the Company's operations and financial condition; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties of his employment with the Company and all of its Subsidiaries and Affiliates he serves as an employee, consultant or breach of fiduciary duty against the Company advisor to an entity that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii)is, or (iii) above or within three (3) years prior proposes to be, in competition with the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 determinationcompany.

Forfeiture. Notwithstanding anything herein to the contrary, if in the Board determines in good faith that event (X) Employee has (iis terminated for Cause pursuant to Section 9(a) willfully engaged in of the Employment Agreement and such termination for Cause is based on Employee’s willful misconduct that is materially and demonstrably injurious to involving a financial matter of 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, Employee purposefully or knowingly making a false certification to the Company pertaining to its financial statements, (Y) of Employee’s material breach of the restrictive covenants set forth in Section 4 belowSections 10 or 11 of the Employment Agreement or (Z) during Employee's employment or following termination of Employee's employment’s material violation of the Company’s Code of Conduct or Code of Ethics, thenthe Board may determine in good faith that: (ai) the RSUsPSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (bi) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU PSU within five two (52) years prior to (x) such termination of employment for Cause or (y) such breach, as applicable, (ii) any Shares acquired pursuant to the vesting of any PSU within two (2) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (diii) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU PSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (yless the taxes paid with regard to such sale. Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant to Section 9(a) of the fair market value (as determined by Employment Agreement and such termination for Cause is based on conduct other than Employee’s willful misconduct involving a financial matter of the Company, the Board may determine in good faithfaith that the provisions of Section 3.5(i) through (iv) shall apply to the extent necessary for the Company to recover any damages it incurs as a result of such Shares as of the date of such Board determinationconduct.

Forfeiture. Any unvested shares of Restricted Stock shall be forfeited and cancelled upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board for any reason other than death, disability or retirement from the Board after attaining age seventy, or (ii) the third anniversary of the applicable grant date if the applicable vesting requirements were not met as provided in Section 4 above. Notwithstanding anything herein the foregoing, any unvested shares of Restricted Stock (which have not been forfeited and cancelled pursuant to the contrarypreceding sentence) shall vest upon the earlier of (i) the death or disability of the Non-Employee Director, (ii) the retirement of the Non-Employee Director from the Board after attaining age seventy or (iii) a Change of Control (as defined below). A “Change of Control” shall be deemed to have occurred if: (a) Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of common shares of the Company, is or becomes the “Beneficial Owner” (as defined below) of twenty percent (20%) or more of the common shares of the Company then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of common shares of the Company by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty percent (20%) or more of the common shares of the Company then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in common shares of the Company shall be deemed a Change of Control; and provided further that if the Board of Directors of the Company determines in good faith that Employee a Person who has (i) willfully engaged in misconduct that is materially and demonstrably injurious to become the Company; (ii) willfully and knowingly participated in the preparation or release Beneficial Owner of false or materially misleading financial statements relating to the Company's operations and financial condition; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties common shares of the Company representing twenty percent (20%) or breach more of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit common shares of the Company applicable then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty percent (20%) or more of the common shares of the Company then outstanding, then no Change of Control shall be deemed to Employee have occurred. For purposes of this paragraph (including, without limitationa), the covenants following terms shall have the meanings set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

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 ’s operations and financial condition; , (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; , or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUsPSUs, to the extent not then vested, shall be immediately automatically canceled by Orbitz Orbitz, without considerationconsideration and without the need for further action by the Company, upon the adoption of the Board of a finding as outlined above, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUsPSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein (a) All rights to receive any Supplemental Target Pension Benefits (other than Supplemental Pension Target Benefits already paid in the contraryevent of forfeiture under subparagraph (ii) below) under this Agreement will be forfeited if, if the Board determines in good faith that Employee has but only if: (i) willfully the term of the Executive's employment with the Company shall be terminated by the Company for Cause; or (ii) during the period prior to, and for two (2) years following, the date of termination of the Executive's employment with the Company, (A) the Executive shall have, without the written consent of the Board, (I) directly or indirectly, whether as principal, agent, stockholder, employee, consultant or in any other capacity, engaged in misconduct or had a financial interest in any company or enterprise which is in substantial competition with any business actively conducted by the Company or any of its subsidiaries (a "Competitive Operation"), provided, however, that this paragraph shall not be deemed to preclude or limit the Executive's right to own not to exceed three percent (3%) of the stock or other securities of any corporation, the shares of which are registered under Section 12 of the Securities Exchange Act of 1934, or (II) hired for any personal or business purpose any person who is materially an employee (other than a clerical, administrative or secretarial employee) of the Company at the date of such hiring or who was such within six (6) months prior thereto, and demonstrably injurious the Secretary of the Company, pursuant to resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, obtained at a meeting called for the purpose after notice to the Executive and an opportunity for him to be heard, shall have given written notice to the Executive that he is participating in a Competitive Operation or has hired a person described in the preceding clause (II), as the case may be, and the Executive shall have neither ceased to participate in the Competitive Operation nor discontinued the employment of such person, as the case may be, within thirty (30) days from his receipt of such notice or diligently taken all reasonable steps to cease to participate in the Competitive Operation or to discontinue the employment of such person during such thirty (30) day period and thereafter, or (B) the Executive shall have, without the written consent of the Board, disclosed or communicated to any person, firm or corporation any information not generally available to the public concerning any of the Company's inventions, experimental developments, secret processes, or confidential or trade secrets of the Company, except as may be reasonably necessary or appropriate in connection with the performance by the Executive of his duties to the Company, and such disclosure or communication results in material injury to the Company, and there shall have been delivered to the Executive a certified copy of a resolution of the Board adopted by the affirmative vote of not less than a majority of the entire membership of the Board obtained at a meeting called and held for that purpose and at which the Executive was given an opportunity to be heard, finding that the Executive was guilty of conduct set forth in the foregoing clauses (A) or (B), specifying the particulars thereof in detail. (b) For purposes of this Agreement, the term of the Executive's employment with the Company shall be considered to have been terminated for "Cause" only (i) if the Executive willfully shall have failed to substantially perform his duties to the Company, except by reason of total or partial incapacity due to accident or physical or mental illness; (ii) if the Executive shall have engaged in or performed an act or acts of dishonesty constituting a felony under the laws of the United States or any state thereof or Canada or any province thereof and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company; (iii) if the Executive shall have, without the written consent of the Board, participated in a Competitive Operation or shall have hired a person described in paragraph Section 4.1(a)(ii)(A)(II) above or shall not have promptly disclosed to the Company all inventions, discoveries, processes and improvements relating to the business of the Company or any of its subsidiaries made or conceived by him during the term of his employment by the Company or shall not have executed such instruments and documents reasonably requested by the Company to transfer and/or assign all rights therein to the Company, and the Secretary of the Company, pursuant to resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, obtained at a meeting called for the purpose after notice to the Executive and an opportunity for him to be heard, shall have given written notice to the Executive that he is participating in a Competitive Operation or has hired a person described in Section 4.1(a)(ii)(A)(II) or has failed to perform all of his obligations relating to the inventions, discoveries, processes and improvements described above, as the case may be, and the Executive shall have neither ceased to participate in the Competitive Operation nor discontinued the employment of such person nor performed his obligations relating to such inventions, discoveries, processes and improvements, as the case may be, within thirty (30) days of his receipt of such notice nor diligently taken all reasonable steps to cease to participate in the Competitive Operation or to discontinue the employment of such person or to perform such obligations during such thirty (30) day period and thereafter; or (iv) if the Executive shall have, without the written consent of the Board, disclosed or communicated to any person, firm or corporation any information not generally available to the public concerning any of the Company's inventions, experimental developments, secret processes, or confidential or trade secrets of the Company, except as may be reasonably necessary or appropriate in connection with the performance by the Executive of his duties to the Company, and such disclosure or communication results in material injury to the Company; (ii) willfully and knowingly participated in the preparation or release of false or materially misleading financial statements relating there shall have been delivered to the Company's operations and financial condition; (iii) committed Executive a willful act certified copy of fraud, embezzlement or misappropriation of any money or properties a resolution of the Company or breach of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 adopted by the Board in good faith) of such Shares as of the date of such Board determination.affirmative vote

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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (dc) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (ia) 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; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties The obligation of the Company to sell the Class X Units and Class Y Units at the IPO Closing under this Agreement shall be subject to the fulfillment, at or breach prior to the IPO Closing, of fiduciary duty against the condition that the Investor Group shall have purchased the Indicated Units; provided that the Company may in its discretion sell Class X Units and Class Y Units at the Closing to those Subscribers that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit have purchased their pro rata share of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration,Indicated Units. (b) Employee shall repay to Orbitz any cash received pursuant In the event that, upon the closing of the Business Combination, Subscriber does not provide evidence reasonably satisfactory to the vesting Company that (x) it did not Transfer (as defined below) any of any RSU within five its pro rata portion of the Indicated Units actually purchased by Subscriber in the IPO, or the Class A Shares included in its pro rata portion of the Indicated Units actually purchased by Subscriber in the IPO (5) years the “Public Shares”), other than to its affiliates or such other parties that are approved in advance in writing by the Company, such approval not to be unreasonably withheld (a “Permitted Transferee”), prior to the date closing of Board determination the Business Combination, and (y) it and its Permitted Transferees did not Redeem (as defined below) any of (i)the Public Shares, (ii), the Class X Units purchased by Subscriber hereunder shall be subject to partial or (iiicomplete forfeiture as provided in Section 2(e) above or within three (3) years prior to the date of Board determination of (iv) above,below. (c) any Shares acquired pursuant For purposes of this Agreement, “Transfer” shall mean the (a) sale of, offer to the vesting sell, contract or agreement to sell, hypothecate, pledge, grant of any RSU option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within five (5) years prior to the date meaning of Board determination Section 16 of (i)the Securities Exchange Act of 1934, (ii)as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, or (iiib) above entry into any swap or within three (3) years prior other arrangement that transfers to another, in whole or in part, any of the date economic consequences of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting ownership of any RSU within five (5) years prior security, whether any such transaction is to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 be settled by the Board in good faith) delivery of such Shares as of the date of such Board determinationsecurities, in cash or otherwise.

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 ’s operations and financial condition; , (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; , or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company DM_US 41537509-6.059735.0095 applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUsPSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU PSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein to the contrary, if in the Board determines in good faith that event (X) Employee has (iis terminated for Cause pursuant to Section 9(a) willfully engaged in of the Employment Agreement and such termination for Cause is based on Employee’s willful misconduct that is materially and demonstrably injurious to involving a financial matter of 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, Employee purposefully or knowingly making a false certification to the Company pertaining to its financial statements, (Y) of Employee’s material breach of the restrictive covenants set forth in Section 4 belowSections 10 or 11 of the Employment Agreement or (Z) during Employee's employment or following termination of Employee's employment’s material violation of the Company’s Code of Conduct or Code of Ethics, thenthe Board may determine in good faith that: (ai) the RSUsPSUs, to the extent not then vested, shall be immediately automatically canceled by Orbitz without considerationconsideration and without the need for further action by the Company, upon adoption of the Board of a finding as outlined above, (bi) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU PSU within five two (52) years prior to (x) such termination of employment for Cause or (y) such breach, as applicable, (ii) any Shares acquired pursuant to the vesting of any PSU within two (2) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (diii) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU PSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (yless the taxes paid with regard to such sale. Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant to Section 9(a) of the fair market value (as determined by Employment Agreement and such termination for Cause is based on conduct other than Employee’s willful misconduct involving a financial matter of the Company, the Board may determine in good faithfaith that the provisions of Section 3.5(i) through (iv) shall apply to the extent necessary for the Company to recover any damages it incurs as a result of such Shares as of the date of such Board determinationconduct.

Forfeiture. Notwithstanding anything herein 5.1 If any Shares subject to the contrary, if Award are forfeited under 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; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties rules of the Company or breach Plan and/or Clause 4 of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitationthis Deed, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, thenParticipant agrees that: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the greater of (x) any proceeds received 5.1.1 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 forfeiture the Participant shall not have any rights to exercise any voting rights or receive any dividends or other distributions in respect of the Shares to be forfeited (and such rights are hereby waived) and shall account to any person (which may include the Company) specified by the Company for any distributions, sale proceeds or other amount received in connection with such Shares; 5.1.2 for consideration of the amount in Clause 5.1.3, the Participant agrees immediately on demand to transfer their interest in such Shares to, and hereby irrevocably instructs the Nominee to transfer such Shares to, such person (which may without limitation include the Company, any shareholder the Company, any employee benefit trust, or any current or prospective employee or director of, or service provided to, any Member of the Group) specified by the Company; 5.1.3 on completion of the transfer under Clause 5.1.2, the Company shall pay or procure to be paid (as applicable) to the Participant an amount per Share equal to the lower of the Market Value of a Share on the date of such transfer and the Purchase Price paid by the Participant in respect of such Share; and 5.1.4 for the purpose of Clause 5.1.3 the Participant irrevocably agrees that that such price payable shall (i) if so directed by the Company be paid to (or retained by) the Company, on terms that the Company agrees to receive (or hold) such amount on behalf of the Participant (without any obligation to earn interest or similar or to hold such amount on a segregated basis), which shall for the purpose of the transfer of the Shares constitute good receipt of such amount by the Participant, and to procure that such amounts be paid to the Participant but subject to any deduction or other application provided under the rules of the Plan and this Deed (including rule 10.1 (Tax) of the Plan) or any other agreement made between the Participant and any Member of the Group; or (ii) otherwise be paid to the Nominee on behalf of the Participant. 5.2 If any Shares subject to the Award are continuing to be held under the rules of the Plan and this Deed on the tenth anniversary of the Award Date without such Shares having ceased to be subject to the transfer restriction in rule 2.8 (No transfer of Shares) of the Plan and Clause 4.2.1 then the Shares shall be forfeit on such date unless or the extent (and if so, on such terms) as the Board determinationmay determine.

Forfeiture. (a) Notwithstanding anything herein contained in the Agreement to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that if your employment with the Tapestry Companies is materially and demonstrably injurious to the Company; terminated for Cause (as defined above) (a “Termination for Cause”), (ii) willfully and knowingly participated if you elect to terminate your employment with the Tapestry Companies (including in the preparation or release event of false or materially misleading financial statements relating your Retirement) and you do not provide the Tapestry Companies with the Required Notice applicable to the Company's operations and financial condition; your level (“Termination without Notice”), or (iii) committed a willful act of fraudif you engage in any activity inimical, embezzlement contrary or misappropriation of any money or properties harmful to the interests of the Company Tapestry Companies during your employment with the Tapestry Companies or breach of fiduciary duty against at any time during the Company that has a material adverse effect on period ending one (1) year after your employment with the Company; or Tapestry Companies terminates (iv) breached any noncompetition or confidentiality covenants for other than due to Retirement, in which case the benefit of the Company applicable to Employee (including, without limitation, the covenants claw-back and forfeiture provisions set forth in Section 4 below6(a) during Employee's employment of the Agreement that apply in the event the Restrictive Covenants are violated shall remain in effect through the last Vesting Date), including but not limited to: (A) violating any of the Restrictive Covenants, (B) violating any business standards established by the Company, or following termination (C) participating in any activity not approved by the Board of Employee's employmentDirectors which is reasonably likely to contribute to or result in a Change in Control (such activities to be collectively referred to as “Wrongful Conduct”), then: then (ax) the RSUsthis Award, to the extent it remains restricted or has not then vestedbeen distributed, shall be forfeited automatically for no consideration on the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without Notice, whichever is applicable, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash or Shares, any Financial Gain (as defined below) you realize from the vesting of these RSUs within the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately canceled by Orbitz preceding the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without consideration,Notice. For the two (2) year period commencing on a Change in Control, items (A) and (B) under Section 6(a)(iii) shall not constitute Wrongful Conduct. Solely in the event of your Retirement, if you violate any of the Restrictive Covenants prior to the distribution of the Shares underlying the RSUs that vest on the last Vesting Date set forth in Section 2, (x) this Award, to the extent any portion of it remains restricted or has not been distributed, shall be forfeited automatically on the date on which you first violated the Restrictive Covenants, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash or Shares any Financial Gain you realize from the vesting of these RSUs within the twelve (12) month period immediately preceding the date on which you violated the Restrictive Covenants or, if longer, the period commencing on your date of Retirement and ending on the date on which you violated the Restrictive Covenants. (b) Employee For purposes of the Agreement, “Financial Gain” shall repay equal, on each Vesting Date during the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately preceding such Wrongful Conduct or termination, the fair market value of the Common Stock on such Vesting Date, multiplied by the number of RSUs vesting on such Vesting Date (without reduction for any Shares of Common Stock sold, surrendered or attested to Orbitz any cash received pursuant in payment of Tax-Related Items); and “Required Notice” means advance written notice of your intent to terminate your employment with the vesting Tapestry Companies, delivered not less than (A) the advance written notice period required in your individual employment letter if you are then a member of any RSU within five (5) years prior to the date of Board determination of (i)Tapestry Executive Committee, (ii), or (iii) above or within which shall not be less than three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)months, (ii)B) six (6) weeks before your last day of employment if you are then a Senior Vice President, or (iiiC) above or within three four (34) years prior to weeks before your last day of employment if you are then a Vice President (there is no Required Notice applicable if you are below the date level of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (iVice President), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein contained in this Agreement to the contrary, if the Participant engages in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (1) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (2) violating any Company policies, (3) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (4) disclosing or misusing any confidential information regarding the Company, or (5) participating in any activity not approved by the Board determines of Directors which could reasonably be foreseen as contributing to or resulting in good faith that Employee has a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUsthis Award, to the extent not then vestedit remains restricted, shall be immediately canceled by Orbitz without consideration, terminate automatically on the date on which the Participant first engaged in such wrongful conduct, (bii) Employee if the misconduct occurred within six months of a PSU Vesting Date, the Participant shall repay pay to Orbitz the Company in cash any cash received pursuant to financial gain the Participant realized from the vesting of any RSU within five the PSU, and (5iii) years if the misconduct occurred after the PSU has been deferred in the ▇▇▇▇ ▇▇▇ Corporation Executive Deferred Compensation Plan and prior to the date of Board determination of (i)deferred Vesting Date, (ii)if applicable, or (iii) above or within three (3) years prior to the Participant shall forfeit the deferred PSU and this Award shall terminate automatically on the date on which the Participant first engaged in such wrongful conduct. For purposes of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)this section, (ii)financial gain shall equal, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 of the Common Stock on the Vesting Date, multiplied by the Board number of PSUs actually distributed pursuant to this Award, reduced by any taxes paid in good faith) countries other than the United States (which taxes are not otherwise eligible for refund from the taxing authorities). By accepting this PSU, the Participant consents to and authorizes the Company to deduct from any amounts payable by the Company to the Participant, any amounts the Participant owes to the Company under this section. This right of such Shares as set-off is in addition to any other remedies the Company may have against the Participant for breach of the date of such Board determinationthis Agreement.

Forfeiture. Notwithstanding anything herein Subject to the contraryprovisions of the Plan and this Award Agreement, if the Board determines in good faith that Employee has RSU shall be forfeited and cancelled for no consideration at the earlier to occur of: (i) willfully engaged in misconduct that is materially and demonstrably injurious to the Company; End Date; (ii) willfully and knowingly participated the Participant’s Termination Date in the preparation event of a termination of Participant’s employment for “Cause.” For the sake of clarity, the entire RSU (any Time-Vested Portion and/or any Performance-Vested Portion, as well as any portion outstanding and unvested) shall terminate and expire upon the Participant’s Termination Date in the event of a termination of Participant’s employment for “Cause.” For the purposes of this Award Agreement, a termination of the Participant’s employment for “Cause” shall occur if: (i) the Participant has engaged in intentional acts of fraud, embezzlement, theft, commission of a felony or release proven dishonesty in the course of false his employment or materially misleading financial statements relating to service, or (ii) the Company's operations and financial condition; (iii) Participant has committed a willful act of fraud, embezzlement or misappropriation of any money or properties material breach of the Company or breach of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the restrictive covenants set forth in Section 2 (Nonsolicitation and Noninterference with Business Relationships), Section 3 (Nonsolicitation and Noninterference with Covered Persons), Section 4 below(False Statements of Fact) during Employee's employment or following termination and Section 5 (Confidential Information) of Employee's employmentthe attached Exhibit A, then: which are legally enforceable under California law; provided, however, in each case that (aI) the RSUsCompany notifies the Participant in writing of the circumstances giving the Company the right to terminate the Participant’s employment for Cause within thirty (30) days of discovery by a majority of the members of the Board of the existence of such circumstances; provided that, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date earlier of a Change in Control or Initial Public Offering, such majority consists of all members of the Board determination who are employees of General Motors Company (i“GM”), (ii)II) the Participant fails to cure, or if possible, such circumstances within thirty (iii30) above or days after receipt of such notice, and (III) the Company then terminates Participant’s employment within three ninety (390) years prior days of such failure to cure. If the date Company does not timely do so, the right to terminate Participant’s employment for Cause shall lapse and be deemed waived with respect to those circumstances. For the avoidance of Board determination doubt, the definition of (iv) above, (c) “Cause” set forth in this Award Agreement shall, solely for purposes of this Award Agreement, supersede any Shares acquired pursuant to the vesting other definition of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) “Cause” set forth in the event Employee has sold Plan or otherwise disposed of Shares acquired pursuant to any other agreement between the vesting of any RSU within five (5) years prior to Participant and the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 determinationCompany.

Forfeiture. Notwithstanding anything herein In the event of (1) any material breach of this Non-Competition Agreement, the Founding Member Agreement or any limited liability company agreement, partnership agreement or other governing document of Blackstone to which Founding Member is subject or is a party and which was provided to Founding Member at the time of the execution of the Original Non-Competition Agreement or which was or is subsequently executed by Founding Member (or to which Founding Member was or becomes subject) after the date thereof (any such agreement, an “Applicable Blackstone Agreement”) or (2) any termination of Founding Member for “cause” as defined in and pursuant to the contraryterms of any Applicable Blackstone Agreement, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that is materially and demonstrably injurious Founding Member shall no longer be entitled 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; (iii) committed a willful act of fraud, embezzlement or misappropriation receive payment of any money amounts that would otherwise be payable to Founding Member following Founding Member’s withdrawal as a Founding Member, Member or properties Partner, as the case may be, of the Company or breach of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee Blackstone (including, without limitation, return of Founding Member’s capital contributions), (ii) all of Founding Member’s remaining Founding Member, Member, Partner or other interests (including carried interests) in Blackstone (whether vested or unvested and whether delivered or not yet delivered) shall immediately terminate and be null and void, and the covenants set forth in Section 4 belowlesser of (x) during Employee's employment 25% of the securities of Blackstone Holdings or following termination of Employee's employment, then: the Public Issuer (awhether vested or unvested and whether delivered or not yet delivered) the RSUs, to the extent not then vested, shall be immediately canceled held by Orbitz without consideration, Founding Member or such Founding Member’s personal planning vehicle(s) (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years other than those formed prior to the date of Board determination the Original Non-Competition Agreement) as of (i), (ii), the date hereof or (iiiy) above the securities of Blackstone Holdings or within three the Public Issuer (3whether vested or unvested and whether delivered or not yet delivered) years then-held by Founding Member or such Founding Member’s personal planning vehicle(s) (other than those formed prior to the date of Board determination of the Original Non-Competition Agreement), shall be forfeited, (iii) no further such interests or securities will be awarded to Founding Member, and (iv) above, all unrealized gains (by investment) related to Founding Member’s side by side investments will be forfeited; provided, however, that the following provisions shall govern any forfeiture pursuant to this Section IV.B: (a) if Blackstone’s Management Committee has decided that a material breach has occurred, it shall give Founding Member written notice of the nature of the breach and Founding Member shall have 60 days to cure the breach; (b) if after such 60-day period such material breach has not been cured and the Management Committee determines that a forfeiture is appropriate, it shall give Founding Member written notice of the measure of forfeiture which it has concluded, in its fair and reasonable judgment, is appropriate taking into account the nature of the breach and its potential consequences to Blackstone; and (c) if Founding Member, directly or indirectly, hires any Shares acquired pursuant employee of Blackstone in violation of Section I.C above, such action will be deemed to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and a material breach; (d) if Founding Member should engage in a willful material breach of this Non-Competition Agreement, after the event Employee Management Committee has sold taken into account the potential consequences to Blackstone of such breach in determining the measure of forfeiture, the amount so determined shall be increased by up to 100% (i.e., up to double the original amount) to serve as a penalty for such willful breach (but with respect to any forfeiture of the securities of Blackstone Holdings or otherwise disposed of Shares acquired the Public Issuer pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), clause (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz in no event in excess of 25% of the greater securities of Blackstone Holdings or the Public Issuer (xwhether vested or unvested and whether delivered or not yet delivered) any proceeds received from held by Founding Member or such sale or other disposition, or (yFounding Member’s personal planning vehicle(s)) the fair market value (as determined by the Board in good faith) of such Shares as of the date hereof; and (e) if Founding Member disputes whether the demanded forfeiture satisfies the foregoing test, he may submit the matter to arbitration in accordance with Section VII, in which event the forfeiture shall await the outcome of the arbitration proceedings; provided, further, that all decisions made by Blackstone’s Management Committee pursuant to this Section IV.B shall be made by a majority vote (excluding Founding Member for such purposes if Founding Member remains a member of such committee). If Blackstone’s Management Committee has been disbanded at the time of any action referred to in this Section IV.B, any determination required by Blackstone’s Management Committee shall instead be determined by a majority of the members of the Board determinationof Directors of the Public Issuer (excluding Founding Member for such purposes if Founding Member is a member of the Board of Directors of the Public Issuer). To the extent of any conflict between the terms of any Applicable Blackstone Agreement and this Non-Competition Agreement as to the amount of any securities of Blackstone Holdings or the Public Issuer held by Founding Member or such Founding Member’s personal planning vehicle(s) that may be forfeited upon the occurrence of certain adverse events (e.g., a material breach by Founding Member of this Non-Competition Agreement or any Applicable Blackstone Agreement) or to the extent any Applicable Blackstone Agreement provides for forfeiture of a larger number of securities of Blackstone Holdings or the Public Issuer than this Section IV.B upon the occurrence of any such adverse events, the terms and limitations of this Section IV.B of this Non-Competition Agreement shall control.

Forfeiture. (a) Notwithstanding anything herein contained in the Agreement to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that if your employment with the Tapestry Companies is materially and demonstrably injurious to the Company; terminated for Cause (iias defined above) 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; (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; or (iv) breached any noncompetition or confidentiality covenants “Termination for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (iCause”), (ii) if you elect to terminate your employment with the Tapestry Companies (including in the event of your Retirement) and you do not provide the Tapestry Companies with the Required Notice applicable to your level (“Termination without Notice”), or (iii) above if you engage in any activity inimical, contrary or harmful to the interests of the Tapestry Companies during your employment with the Tapestry Companies or at any time during the period ending one (1) year after your employment with the Tapestry Companies terminates (other than due to Retirement, in which case the claw-back and forfeiture provisions set forth in Section 8(a) of the Agreement that apply in the event the Restrictive Covenants are violated shall remain in effect through the last Vesting Date), including but not limited to: (A) violating any of the Restrictive Covenants (as defined below), (B) violating any business standards established by the Company, or (C) participating in any activity not approved by the Board of Directors which is reasonably likely to contribute to or result in a Change in Control (such activities to be collectively referred to as “Wrongful Conduct”) then (x) this Option, to the extent it remains unexercised, shall be forfeited automatically for no consideration on the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without Notice, whichever is applicable, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash any Financial Gain (as defined below) you realize from exercising all or a portion of this Option within the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately preceding the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without Notice. For the two (2) year period commencing on a Change in Control, items (A) and (B) under Section 8(a)(iii) shall not constitute Wrongful Conduct. Solely in the event of your Retirement, if you violate any of the Restrictive Covenants prior to the last Vesting Date set forth in Section 4, (x) this Option, to the extent any portion of it remains unvested, shall be forfeited automatically for no consideration on the date on which you first violated the Restrictive Covenants, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash or Shares any Financial Gain you realize from the exercise of this Option within the twelve (12) month period immediately preceding the date on which you violated the Restrictive Covenants or, if longer, the period commencing on your date of Retirement and ending on the date on which you violated the Restrictive Covenants. (b) For purposes of the Agreement, “Financial Gain” shall equal, on each date of exercise during the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately preceding such Wrongful Conduct or termination, the difference between the fair market value of the Common Stock on the date of exercise and the ▇▇▇▇▇ ▇▇▇▇▇, multiplied by the number of Option Shares Common Stock purchased pursuant to the exercise (without reduction for any Option Shares of Common Stock sold, surrendered or attested to in payment of Tax-Related Items (as defined in Section 14 below)); and “Required Notice” means advance written notice of your intent to terminate your employment with the Tapestry Companies, delivered not less than (A) the advance written notice period required in your individual employment letter if you are then a member of the Tapestry Executive Committee, which shall not be less than three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)months, (ii)B) six (6) weeks before your last day of employment if you are then a Senior Vice President, or (iiiC) above or within three four (34) years prior to weeks before your last day of employment if you are then a Vice President (there is no Required Notice applicable if you are below the date level of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (iVice President), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee Executive has (i) willfully engaged in misconduct that which 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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee Executive (including, without limitation, the covenants set forth in Section 4 below) during Employee's Executive’s employment or following termination of Employee's Executive’s employment, then: (a) any portion of the RSUs, to the extent not Option then vested, held by Executive shall be immediately canceled by Orbitz without considerationautomatically forfeited, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee Executive shall be forfeited and returned subject to Orbitz without considerationrepurchase by the Company at the lower of (x) the fair market value (as determined by the Board in good faith) of such Shares as of the time of repurchase or (y) the Exercise Price paid for such Shares upon exercise of the Option, and (dc) in the event Employee Executive has sold or otherwise disposed of Shares acquired pursuant to any exercise of the vesting of any RSU Option within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee Executive shall pay to Orbitz the Company the greater of (x) any proceeds received from such sale or other disposition, less the Exercise Price paid for the applicable Shares, or (y) the fair market value (as determined by the Board in good faith) of such Shares as of the date of such Board determinationdetermination of misconduct or breach.

Forfeiture. (a) Notwithstanding anything herein contained in the Agreement to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that if your employment with the Tapestry Companies is materially and demonstrably injurious to the Company; terminated for Cause (iias defined above) 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; (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; or (iv) breached any noncompetition or confidentiality covenants “Termination for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (iCause”), (ii) if you elect to terminate your employment with the Tapestry Companies (including in the event of your Retirement) and you do not provide the Tapestry Companies with the Required Notice applicable to your level (“Termination without Notice”), or (iii) above if you engage in any activity inimical, contrary or harmful to the interests of the Tapestry Companies during your employment with the Tapestry Companies or at any time during the period ending one (1) year after your employment with the Tapestry Companies terminates (other than due to Retirement, in which case the claw-back and forfeiture provisions set forth in Section 6(a) of the Agreement that apply in the event the Restrictive Covenants are violated shall remain in effect through the last Vesting Date), including but not limited to: (A) violating any of the Restrictive Covenants, (B) violating any business standards established by the Company, or (C) participating in any activity not approved by the Board of Directors which is reasonably likely to contribute to or result in a Change in Control (such activities to be collectively referred to as “Wrongful Conduct”), then (x) this Award, to the extent it remains restricted or has not been distributed, shall be forfeited automatically for no consideration on the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without Notice, whichever is applicable, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash or Shares, any Financial Gain (as defined below) you realize from the vesting of these RSUs within the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately preceding the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination without Notice. For the two (2) year period commencing on a Change in Control, items (A) and (B) under Section 6(a)(iii) shall not constitute Wrongful Conduct. Solely in the event of your Retirement, if you violate any of the Restrictive Covenants prior to the distribution of the Shares underlying the RSUs that vest on the last Vesting Date set forth in Section 2, (x) this Award, to the extent any portion of it remains restricted or has not been distributed, shall be forfeited automatically on the date on which you first violated the Restrictive Covenants, and (y) the Company shall have the right to claw-back, and you shall pay to the Company in cash or Shares any Financial Gain you realize from the vesting of these RSUs within the twelve (12) month period immediately preceding the date on which you violated the Restrictive Covenants or, if longer, the period commencing on your date of Retirement and ending on the date on which you violated the Restrictive Covenants. (b) For purposes of the Agreement, “Financial Gain” shall equal, on each Vesting Date during the twelve (12) month period (if your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately preceding such Wrongful Conduct or termination, the fair market value of the Common Stock on such Vesting Date, multiplied by the number of RSUs vesting on such Vesting Date (without reduction for any Shares of Common Stock sold, surrendered or attested to in payment of Tax-Related Items); and “Required Notice” means advance written notice of your intent to terminate your employment with the Tapestry Companies, delivered not less than (A) the advance written notice period required in your individual employment letter if you are then a member of the Tapestry Executive Committee, which shall not be less than three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)months, (ii)B) six (6) weeks before your last day of employment if you are then a Senior Vice President, or (iiiC) above or within three four (34) years prior to weeks before your last day of employment if you are then a Vice President (there is no Required Notice applicable if you are below the date level of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (iVice President), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein In accepting this grant of Restricted Stock Units, the Grantee acknowledges that the Restricted Stock Units have been granted as an incentive to the contrary, if Grantee to remain employed by the Board determines in good faith that Employee has (i) willfully engaged in misconduct that is materially Company or any Subsidiary and demonstrably injurious to exert his or her best efforts to enhance 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; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties value of the Company or breach any Subsidiary over the long-term. Accordingly, the Grantee agrees that if he or she (i) within 12 months following termination of fiduciary duty employment with the Company or any Subsidiary, accepts employment with a competitor of the Company or any Subsidiary or otherwise engages in competition with the Company or any Subsidiary, (ii) within 36 months following termination of employment with the Company or any Subsidiary, directly or indirectly, disrupts, damages, interferes or otherwise acts against the interests of the Company that has a material adverse effect on or any Subsidiary, including, but not limited to, recruiting, soliciting or employing, or encouraging or assisting his or her new employer or any other person or entity to recruit, solicit or employ, any employee of the Company or any Subsidiary without the Company; ’s prior written consent, which may be withheld in its sole discretion, (iii) within 36 months following termination of employment with the Company, or any Subsidiary, disparages, criticizes, or otherwise makes any derogatory statements regarding the Company or any Subsidiary or their directors, officers or employees, or (iv) breached any noncompetition discloses or confidentiality covenants for the benefit otherwise misuses confidential information or material of the Company or any Subsidiary, each of these constituting a harmful action, then any unvested portion of this grant of Restricted Stock Units shall be canceled immediately (unless canceled earlier by operation of another term of this Agreement) and the Grantee shall immediately repay to the Company an amount equal to the value of the Restricted Stock Units (represented by the closing market price on the applicable to Employee Vesting Dates (includingas defined below) multiplied by the number of Restricted Stock Units vested on such Vesting Dates, without limitation, the covenants set forth in Section 4 belowregard to any subsequent market price decrease or increase) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled realized by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to Grantee from the vesting of any RSU Restricted Stock Units within five (5) years prior to 18 months preceding the date of Board determination earlier of (i), (ii), or (iiiw) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting commitment of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above such harmful action and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or the Grantee's termination of employment with the Company and its Subsidiaries; and through the later of (y) 18 months following the fair market value commitment of any such harmful action and (z) such period as determined it takes the Company to discover such harmful action. The Grantee agrees that the Company or any of its Subsidiaries has the right to deduct from any amounts the Company or any of its Subsidiaries may owe the Grantee from time to time (including amounts owed to the Grantee as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Grantee by the Board Company or any of its Subsidiaries), the amounts the Grantee owes the Company or any of its Subsidiaries. The Committee shall have the right, in good faith) its sole discretion, not to enforce the provisions of such Shares as this paragraph with respect to the Grantee. Grantee agrees to be fully liable for any breach of this above described covenant, promise and agreement. Grantee agrees to reimburse the Company for all costs and expenses, including attorneys’ fees, incurred by the Company in enforcing the obligations of Grantee. This entire provision shall survive the termination of the date Agreement and, in no manner, shall the remedies described herein be considered as the Company’s exclusive or entire remedy for Grantee’s breach, non-compliance or violation of such Board determinationany other agreement that Grantee may have entered into with the Company.

Forfeiture. Notwithstanding anything herein contained in this Grant Notice and Agreement to the contrary, if you engage in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies, (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board determines of Directors of the Company which could reasonably be foreseen as contributing to or resulting in good faith that Employee has a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUsthis Award, to the extent not then vestedit remains restricted, shall be immediately canceled by Orbitz without consideration, terminate automatically on the date on which you first engaged in such wrongful conduct, (bii) Employee if the misconduct occurred within six months of a Vesting Date, you shall repay pay to Orbitz the Company in cash any cash received pursuant to financial gain you realized from the vesting of any the RSU, and (iii) if the misconduct occurred after the RSU within five (5) years has been deferred in the Deferred Compensation Plan and prior to the date of Board determination of (i)deferred payment date, (ii), or (iii) above or within three (3) years prior to you shall forfeit the deferred RSU and this Award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)this section, (ii)financial gain shall equal, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 of the ▇▇▇▇ ▇▇▇ Corporation common stock on the Vesting Date, multiplied by the Board number of RSUs actually distributed pursuant to this Award, reduced by any taxes paid in good faith) countries other than the United States which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this RSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this section. This right of such Shares as set-off is in addition to any other remedies the Company may have against you for breach of the date of such Board determinationthis Grant Notice and Agreement.

Forfeiture. Notwithstanding anything herein to the contrary, if in the Board determines in good faith that event (X) Employee has (iis terminated for Cause pursuant to Section 9(a) willfully engaged in of the Employment Agreement and such termination for Cause is based on Employee’s willful misconduct that is materially and demonstrably injurious to involving a financial matter of 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, Employee purposefully or knowingly making a false certification to the Company pertaining to its financial statements, (Y) of Employee’s material breach of the restrictive covenants set forth in Section 4 belowSections 10 or 11 of the Employment Agreement or (Z) during Employee's employment or following termination of Employee's employment’s material violation of the Company’s Code of Conduct or Code of Ethics, thenthe Board may determine in good faith that: (ai) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (bii) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five two (52) years prior to the date (x) such termination of Board determination of (i), (ii), employment for Cause or (iiiy) above or within three (3) years prior to the date of Board determination of (iv) abovesuch breach, as applicable, (ciii) any Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (div) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above, 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. Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant to Section 9(a) of the Employment Agreement and such termination for Cause is based on conduct other than Employee’s willful misconduct involving a financial matter of the Company, the Board may determine in good faith that the provisions of Section 3.5(i) through (iv) shall apply to the extent necessary for the Company to recover any damages it incurs as a result of such conduct.

Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that which 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 ’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 CompanyCompany [; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's employment’s employment](2), then: (a) the RSUsRSU’s, to the extent not then vested, shall be immediately canceled by Orbitz the Company without consideration, (b) Employee shall repay to Orbitz the Company any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of [such Board determination](3)/[Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) aboveabove](4), (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of [such Board determination](5)/[Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above above](6) and then held by the Employee shall be forfeited and returned to Orbitz the Company without consideration, and, (d) in the event the 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](7)/[Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) aboveabove](8), Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (y) Company the fair market value (as determined by the Board in good faith) of such Shares as of the date of such Board determination.greater

Forfeiture. Notwithstanding anything herein to the contrary, if in the Board determines in good faith that event (X) Employee has (iis terminated for Cause pursuant to Section 9(a) willfully engaged in of the Employment Agreement and such termination for Cause is based on Employee’s willful misconduct that is materially and demonstrably injurious to involving a financial matter of 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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, Employee purposefully or knowingly making a false certification to the Company pertaining to its financial statements, (Y) of Employee’s material breach of the restrictive covenants set forth in Section 4 belowSections 10 or 11 of the Employment Agreement or (Z) during Employee's employment or following termination of Employee's employment’s material violation of the Company’s Code of Conduct or Code of Ethics, thenthe Board may determine in good faith that: (ai) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (bi) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five two (52) years prior to the date (x) such termination of Board determination of (i), (ii), employment for Cause or (iiiy) above or within three (3) years prior to the date of Board determination of (iv) abovesuch breach, as applicable, (cii) any Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (diii) in the event Employee has sold or otherwise disposed of Shares acquired pursuant to the vesting of any RSU within five two (52) years prior to the date of Board determination of (iX), (iiY), or (iii) above or within three (3) years prior to the date of Board determination of (ivZ) above, Employee shall pay to Orbitz the greater of (x) any proceeds received from such sale or other disposition, or (yless the taxes paid with regard to such sale. Notwithstanding the foregoing, in the event Employee is terminated for Cause pursuant to Section 9(a) of the fair market value (as determined by Employment Agreement and such termination for Cause is based on conduct other than Employee’s willful misconduct involving a financial matter of the Company, the Board may determine in good faithfaith that the provisions of Section 3.5(i) through (iv) shall apply to the extent necessary for the Company to recover any damages it incurs as a result of such Shares as of the date of such Board determinationconduct.

Forfeiture. (a) Forfeiture of Option Gain and Unexercised Options if the Optionee Engages in Certain Activities. If, at any time within (1) the term of this Option or (2) within 12 months after termination of employment for any reason whatsoever other than termination by the Optionee's employer without Cause, or (3) within 12 months after the Optionee exercises any portion of this Option, whichever is the latest, the Optionee engages in any activity in adverse, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to the Optionee's employment for which either criminal or civil penalties against the Optionee may be sought, (ii) violation of Company policies, including, without limitation, the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (iii) while employed by the Company or Affiliate, serving as a consultant, advisor or in any other capacity to an entity that is, or proposes to be, in competition with or acting against the interests of the Company, (for purposes of this Agreement the entities listed in Exhibit A hereto, which is incorporated herein by reference, are conclusively presumed to be in competition with the Company), (iv) employing or recruiting any present, former or future employee of the Company, whether individually or behalf of another person or entity, (v) disclosing or misusing any confidential information or material concerning the Company, or (vi) participating in a hostile takeover attempt, then (1) this Option shall terminate effective as of the date on which the Optionee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and (2) the Optionee shall immediately pay to the Company any Option Gain realized by the Optionee from exercising all or a portion of this Option. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (ifor purposes of this Section 6(a) willfully an Optionee will not be deemed to be engaged in misconduct an activity that is materially and demonstrably injurious adverse, contrary or harmful to the Company; (ii) willfully Company merely because following the termination of his employment with the Company and knowingly participated all of its Subsidiaries and Affiliates he serves as an employee, consultant or an advisor to an entity that is, or proposes to be, in the preparation or release of false or materially misleading financial statements relating to competition with the Company's operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Employee has (i) willfully engaged in misconduct that which 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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz the Company without consideration, (b) Employee shall repay to Orbitz the Company any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz the Company without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee shall pay to Orbitz the Company 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 determinationdetermination of misconduct or breach.

Forfeiture. Notwithstanding anything herein (a) All rights to receive any Supplemental Target Pension Benefits (other than Supplemental Pension Target Benefits already paid in the contraryevent of forfeiture under subparagraph (ii) below) under this Agreement will be forfeited if, if the Board determines in good faith that Employee has but only if: (i) willfully the term of the Executive's employment with the Company shall be terminated by the Company for Cause; or (ii) during the period prior to, and for two (2) years following, the date of termination of the Executive's employment with the Company, (A) the Executive shall have, without the written consent of the Board, (I) directly or indirectly, whether as principal, agent, stockholder, employee, consultant or in any other capacity, engaged in misconduct or had a financial interest in any company or enterprise which is in substantial competition with any business actively conducted by the Company or any of its subsidiaries (a "Competitive Operation"), provided, however, that this paragraph shall not be deemed to preclude or limit the Executive's right to own not to exceed three percent (3%) of the stock or other securities of any corporation, the shares of which are registered under Section 12 of the Securities Exchange Act of 1934, or (II) hired for any personal or business purpose any person who is materially an employee (other than a clerical, administrative or secretarial employee) of the Company at the date of such 11 11 hiring or who was such within six (6) months prior thereto, and demonstrably injurious the Secretary of the Company, pursuant to resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, obtained at a meeting called for the purpose after notice to the Executive and an opportunity for him to be heard, shall have given written notice to the Executive that he is participating in a Competitive Operation or has hired a person described in the preceding clause (II), as the case may be, and the Executive shall have neither ceased to participate in the Competitive Operation nor discontinued the employment of such person, as the case may be, within thirty (30) days from his receipt of such notice or diligently taken all reasonable steps to cease to participate in the Competitive Operation or to discontinue the employment of such person during such thirty (30) day period and thereafter, or (B) the Executive shall have, without the written consent of the Board, disclosed or communicated to any person, firm or corporation any information not generally available to the public concerning any of the Company's inventions, experimental developments, secret processes, or confidential or trade secrets of the Company, except as may be reasonably necessary or appropriate in connection with the performance by the Executive of his duties to the Company, and such disclosure or communication results in material injury to the Company, and there shall have been delivered to the Executive a certified copy of a resolution of the Board adopted by the affirmative vote of not less than a majority of the entire membership of the Board obtained at a meeting called and held for that purpose and at which the Executive was given an opportunity to be heard, finding that the Executive was guilty of conduct set forth in the foregoing clauses (A) or (B), specifying the particulars thereof in detail. (b) For purposes of this Agreement, the term of the Executive's employment with the Company shall be considered to have been terminated for "Cause" only (i) if the Executive willfully shall have failed to substantially perform his duties to the Company, except by reason of total or partial incapacity due to accident or physical or mental illness; (ii) if the Executive shall have engaged in or performed an act or acts of dishonesty constituting a felony under the laws of the United States or any state thereof or Canada or any province thereof and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company; (iii) of its subsidiaries made or conceived by him during the term of his employment by the Company or shall not have executed such instruments and documents reasonably requested by the Company to transfer and/or assign all rights therein to the Company, and the Secretary of the Company, pursuant to resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, obtained at a meeting called for the purpose after notice to the Executive and an opportunity for him to be heard, shall have given written notice to the Executive that he is participating in a Competitive Operation or has hired a person described in Section 4.1(a)(ii)(A)(II) or has failed to perform all of his obligations relating to the inventions, discoveries, processes and improvements described above, as the case may be, and the Executive shall have neither ceased to participate in the Competitive Operation nor discontinued the employment of such person nor performed his obligations relating to such inventions, discoveries, processes and improvements, as the case may be, within thirty (30) days of his receipt of such notice nor diligently taken all reasonable steps to cease to participate in the Competitive Operation or to discontinue the employment of such person or to perform such obligations during such thirty (30) day period and thereafter; or (iv) if the Executive shall have, without the written consent of the Board, disclosed or communicated to any person, firm or corporation any information not generally available to the public concerning any of the Company's inventions, experimental developments, secret processes, or confidential or trade secrets of the Company, except as may be reasonably necessary or appropriate in connection with the performance by the Executive of his duties to the Company, and such disclosure or communication results in material injury to the Company; (ii) willfully and knowingly participated in the preparation or release of false or materially misleading financial statements relating there shall have been delivered to the Company's operations and financial condition; (iii) committed Executive a willful act certified copy of fraud, embezzlement or misappropriation of any money or properties a resolution of the Company or breach Board adopted by the affirmative vote of fiduciary duty against the Company that has not less than a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit majority of the Company applicable entire membership of the Board obtained at a meeting called and held for that purpose and at which the Executive was given an opportunity to Employee (includingbe heard, without limitation, finding that the covenants Executive was guilty of conduct set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of subparagraphs (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, Employee specifying the particulars thereof in detail. Anything in this Subsection 4.1 to the contrary notwithstanding, the employment of the Executive shall pay in no event be considered to Orbitz have been terminated by the greater Company for Cause if termination of his employment took place (xv) as the result of bad judgment or negligence on the part of the Executive other than willful misconduct or gross negligence, (vi) for any proceeds received act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement of payment of expenses of an officer or director under the By-Laws or Certificate of Incorporation of the Company or the laws of the 13 13 State of Delaware or for directors' and officers' liability insurance of the Company, in each case as in effect at the time of such act of omission, (vii) as the result of an act or omission which occurred more than twelve (12) calendar months prior to the Executive's having been given notice of termination for such act or omission unless the commission of such act or such omission was not or could not reasonably have been, at the time of such commission or omission, known to at least one-third of the members of the Board, in which case more than twelve (12) calendar months from the date that the commission of such sale act or other dispositionsuch omission was or could reasonably have been so known, or (yviii) as the fair market value (as determined by result of a continuing course of action which commenced and was or could reasonably have been known to at least one-third of the members of the Board in good faithmore than twelve (12) of such Shares as calendar months prior to notice having been given to the Executive of the date termination of such Board determinationhis employment.

Forfeiture. Notwithstanding anything herein contained in this Grant Notice and Agreement to the contrary, if you engage in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies or breaching any non-competition, non-solicitation, or confidentiality agreement with the Company (or refusing to sign any such agreement if it is required as a condition to your employment or continued employment with the Company , (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board determines of Directors of the Company which could reasonably be foreseen as contributing to or resulting in good faith that Employee has a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUsthis Award, to the extent not then vestedit remains restricted, shall be immediately canceled by Orbitz without consideration, terminate automatically on the date on which you first engaged in such wrongful conduct, (bii) Employee if the misconduct occurred within six months of a Vesting Date, you shall repay pay to Orbitz the Company in cash any cash received pursuant to financial gain you realized from the vesting of any the RSU, and (iii) if the misconduct occurred after the RSU within five (5) years has been deferred in the Deferred Compensation Plan and prior to the date of Board determination of (i)deferred payment date, (ii), or (iii) above or within three (3) years prior to you shall forfeit the deferred RSU and this Award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)this section, (ii)financial gain shall equal, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 of the ▇▇▇▇ ▇▇▇ Corporation common stock on the Vesting Date, multiplied by the Board number of RSUs actually distributed pursuant to this Award, reduced by any taxes paid in good faith) countries other than the United States which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this RSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this section. This right of such Shares as set-off is in addition to any other remedies the Company may have against you for breach of the date of such Board determinationthis Grant Notice and Agreement.

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 DM_EU 6142948-5.059735.0095 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 ’s operations and financial condition; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's ’s employment or following termination of Employee's ’s employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.

Forfeiture. Notwithstanding anything herein contained in this Grant Notice and Agreement to the contrary, if you engage in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies, (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board determines of Directors of the Company which could reasonably be foreseen as contributing to or resulting in good faith that Employee has a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (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; (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; or (iv) breached any noncompetition or confidentiality covenants for the benefit of the Company applicable to Employee (including, without limitation, the covenants set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUsthis Award, to the extent not then vestedit remains restricted, shall be immediately canceled by Orbitz without consideration, terminate automatically on the date on which you first engaged in such wrongful conduct, (bii) Employee if the misconduct occurred within six months of a Vesting Date, you shall repay pay to Orbitz the Company in cash any cash received pursuant to financial gain you realized from the vesting of any RSU within five the PSU, and (5iii) years if the misconduct occurred after the PSU has been deferred in the Deferred Compensation Plan and prior to the date of Board determination of (i)deferred payment date, (ii), or (iii) above or within three (3) years prior to you shall forfeit the deferred PSU and this Award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i)this section, (ii)financial gain shall equal, or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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 of the ▇▇▇▇ ▇▇▇ Corporation common stock on the Vesting Date, multiplied by the Board number of PSUs actually distributed pursuant to this Award, reduced by any taxes paid in good faith) countries other than the United States (which taxes are not otherwise eligible for refund from the taxing authorities). By accepting this PSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this section. This right of such Shares as set-off is in addition to any other remedies the Company may have against you for breach of the date of such Board determinationthis Grant Notice and Agreement.

Forfeiture. Any unvested shares of Restricted Stock shall be forfeited and cancelled upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board for any reason other than death, disability or retirement from the Board after attaining age seventy, or (ii) the third anniversary of the applicable grant date if the applicable vesting requirements were not met as provided in Section 4 above. Notwithstanding anything herein the foregoing, any unvested shares of Restricted Stock (which have not been forfeited and cancelled pursuant to the contrarypreceding sentence) shall vest upon the earlier of (i) the death or disability of the Non-Employee Director, (ii) the retirement of the Non-Employee Director from the Board after attaining age seventy or (iii) a Change of Control (as defined below). A "Change of Control" shall be deemed to have occurred if: (a) Any "Person" (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of common shares of the Company, is or becomes the "Beneficial Owner" (as defined below) of twenty percent (20%) or more of the common shares of the Company then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of common shares of the Company by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty percent (20%) or more of the common shares of the Company then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in common shares of the Company shall be deemed a Change of Control; and provided further that if the Board of Directors of the Company determines in good faith that Employee a Person who has (i) willfully engaged in misconduct that is materially and demonstrably injurious to become the Company; (ii) willfully and knowingly participated in the preparation or release Beneficial Owner of false or materially misleading financial statements relating to the Company's operations and financial condition; (iii) committed a willful act of fraud, embezzlement or misappropriation of any money or properties common shares of the Company representing twenty percent (20%) or breach more of fiduciary duty against the Company that has a material adverse effect on the Company; or (iv) breached any noncompetition or confidentiality covenants for the benefit common shares of the Company applicable then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty percent (20%) or more of the common shares of the Company then outstanding, then no Change of Control shall be deemed to Employee have occurred. For purposes of this paragraph (including, without limitationa), the covenants following terms shall have the meanings set forth in Section 4 below) during Employee's employment or following termination of Employee's employment, then: (a) the RSUs, to the extent not then vested, shall be immediately canceled by Orbitz without consideration, (b) Employee shall repay to Orbitz any cash received pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, (c) any Shares acquired pursuant to the vesting of any RSU within five (5) years prior to the date of Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above and then held by Employee shall be forfeited and returned to Orbitz without consideration, and (d) 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 Board determination of (i), (ii), or (iii) above or within three (3) years prior to the date of Board determination of (iv) above, 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.