Restricted Stock Agreement - Orbitz Inc. and John Park
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of May 7,
2001, is between Orbitz, Inc., a Delaware corporation ("Company") and John Park
("Employee") relating to the grant of shares of Company's common stock ("Stock")
to Employee pursuant to Company's 2000 Stock Plan (the "Plan"). Capitalized
terms used in this Agreement without definition shall have the meaning ascribed
to such terms in the Plan.
1. ISSUANCE OF RESTRICTED SHARES. Company hereby awards to Employee 43,105
shares of Stock (the "Restricted Shares").
2. LAPSE OF RESTRICTIONS. Restricted Shares shall cease to be subject to the
restrictions described herein, and shall cease to constitute Restricted Shares
("Unrestricted Shares") as of the date set forth below according to the
percentage set forth opposite such date:
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<Caption>
Date Cumulative Percentage Unrestricted
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<S> <C>
October 2, 2001 50%
October 2, 2002 100%
</Table>
Except as otherwise provided in the Employment Agreement (as defined below), in
the event that Employee ceases to be a Service Provider for any or no reason
(including death or disability) before all of the shares of Stock granted
hereunder cease to be Restricted Shares, Employee shall, upon the date of such
termination (as reasonably fixed and determined by the Company, the "Termination
Date") forfeit that number of shares of Stock which constitute the Restricted
Shares. Upon such forfeiture the Company shall become the legal and beneficial
owner of the Restricted Shares being forfeited and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Restricted Shares being forfeited by
Employee.
3. RESTRICTION ON TRANSFER. Neither Restricted Shares nor any interest therein
may ever be directly or indirectly transferred, pledged, hypothecated, or
otherwise disposed of. Prior to the closing of an initial public offering with
respect to shares of Stock ("IPO") registered under the Securities Act of 1933,
as amended (the "Securities Act"), neither Unrestricted Shares nor any interest
therein my be transferred, pledged, hypothecated, or otherwise disposed of.
Following the consummation of an IPO, any Unrestricted Shares shall be freely
transferable subject only to the restrictions set forth in Sections 6 and 8
hereof.
4. REPURCHASE. In the event that Employee ceases to be a Service Provider for
any or no reason (including death or disability) at any time prior to the
consummation of an IPO, any then Unrestricted Shares shall be subject to a right
(but not an obligation) of repurchase by Company. Company's right of repurchase
with respect to Unrestricted Shares shall be exercisable, during the sixty (60)
day period immediately following the Termination Date, by delivery of written
notice to Employee (which notice shall set forth a date, within thirty (30) days
of the date of the notice, on which the repurchase is to be effected). Company's
right of repurchase with respect to Unrestricted Shares shall lapse upon the
consummation of an IPO or upon expiration of the above referenced sixty (60) day
period. If Company exercises its right of repurchase with respect to
Unrestricted Shares it shall pay Employee, at closing, an amount equal to: (a)
$2.32 per share in the event that Employee ceases to be a Service Provider
pursuant to the provisions of Section 8(a) of his Employment Agreement (as
defined below); or (b) par value per share in the event that Employee ceases to
be a Service Provider pursuant to Section 8(b) of his Employment Agreement. At
the closing of any repurchase, Employee shall deliver to Company stock
certificates duly endorsed for transfer, or accompanied by duly executed stock
powers, representing all of
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the Stock being sold, free and clear of all claims, liens, or encumbrances from
any third parties together with such other documentation as Company's legal
counsel may reasonably require.
5. ESCROW. Upon issuance, the certificates for Restricted Shares shall be
deposited in escrow, together with stock powers duly executed in blank by
Employee, with the corporate secretary of Company to be held in accordance with
the provisions hereof. Restricted Shares shall be: (i) released to Company upon
forfeiture as described in Section 2 above; (ii) release for transfer and
assignment to Company upon Company's exercise of its right of repurchase
described in Section 4 above; or (ii) released to Employee, upon Employee's
request, to the extent the shares of Stock are no longer Restricted Shares.
6. ADDITIONAL RESTRICTIONS ON TRANSFER OF STOCK. The certificates representing
shares of Stock granted hereunder will bear a legend which states, and Employee
agrees to, the following:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES ACT. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS
EFFECTIVE UNDER THOSE ACTS AS TO SUCH SECURITIES OR AN
OPINION, IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION AND GIVEN BY COUNSEL SATISFACTORY TO THE
CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN REPURCHASE OPTIONS, ADDITIONAL
RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN A
RESTRICTED STOCK AGREEMENT (THE "AGREEMENT") BETWEEN ORBITZ,
INC., A DELAWARE CORPORATION, AND JOHN PARK, DATED AS OF MAY
7, 2001, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
EXECUTIVE OFFICE OF THE CORPORATION. ANY TRANSFER OR PLEDGE
IN CONFLICT WITH, OR IN DEROGATION OF THE AGREEMENT IS VOID
AND OF NO LEGAL FORCE, EFFECT, OR VALIDITY WHATSOEVER."
7. SECTION 83(b) ELECTION. Employee acknowledges that he may, within the thirty
(30) day period after the date hereof, in his sole discretion make an election
with the Internal Revenue Service under Section 83(b) of the Code. Company will
cooperate with Employee in connection with the filing of any such election.
8. EMPLOYEE'S INVESTMENT REPRESENTATIONS. Employee represents that he; (a)
understands that Employee's shares of Stock have not been registered under the
Securities Act, are offered pursuant to an exemption thereunder, and have not
been approved or disapproved by the Securities and Exchange Commission or by any
other federal or state agency; (b) is acquiring shares of Stock for his own
account for investment, not on behalf or for the benefit of any other person,
trust, estate, or business organization and has no intention of distributing
such shares of Stock to others in violation of the Securities Act; (c) has no
contract or arrangement with any person to sell or transfer to them of
Employee's shares of Stock; (d) is aware of no existing circumstances which will
compel him to obtain money by the sale of any shares of Stock, and has no reason
to anticipate any change in such circumstances, financial or otherwise, or to
anticipate any occasion or event which would cause him to assign, transfer,
sell, or distribute or necessitate or require him to assign, transfer, sell, or
distribute Employee's shares of Stock; (e) understands that the shares of Stock
are illiquid, subject to resale restrictions imposed by the securities laws of
various states and may not be sold without compliance with such laws and he may
be required to hold the shares of Stock indefinitely; and (f) resides in the
State of Illinois.
9. MISCELLANEOUS. This Agreement, together with the Plan and the Employment
Agreement by and between Employee and Company (the "Employment Agreement"),
embodies the complete agreement and understanding between the parties and
supersedes and preempts any prior understandings, agreements, or
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representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way. This Agreement is intended to bind,
inure to the benefit of and be enforceable by Employee and Company and their
respective successors and assigns. In addition to any other available remedies,
the parties to will be entitled to specifically enforce their respective rights
hereunder and obtain injunctive relief to enforce or prevent violations of the
provisions hereof.
10. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Illinois, without regard
to its conflict of laws rules.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
Orbitz, Inc.,
a Delaware corportation
By: /s/ Jane Denman
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Jane Denman, VP of Human Resources
/s/ John J Park
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John Park
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