Restricted Stock Agreement - Orbitz Inc. and John R. Samuel
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of August 18,
2003, is between Orbitz, Inc., a Delaware corporation ("Company") having an
address at 200 S. Wacker Drive, Suite 1900, Chicago, IL 60657 and John R. Samuel
("Employee") having an address set forth on the signature page hereof, relating
to the award of shares of Company's Class C common stock ("Stock") to Employee
pursuant to the Restricted Stock Awards provisions of Company's 2002 Stock Plan
(as such may be amended from time to time, 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 100,000
shares of Stock (the "Restricted Shares").
2. LAPSE OF RESTRICTIONS. Restricted Shares shall cease to be subject to the
restrictions described herein, (shares no longer subject to such restrictions
being referred to herein as "Unrestricted Shares") as of the date set forth
below according to the percentage set forth opposite such date:
<Table>
<Caption>
Date Cumulative Percentage Unrestricted
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<S> <C>
August 18, 2004 25%
August 18, 2005 50%
August 18, 2006 75%
August 18, 2007 100%
</Table>
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. Restricted Shares (and any interest therein) may
never be directly or indirectly transferred, pledged, hypothecated, or otherwise
disposed of while they remain Restricted Shares. 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)
the Fair Market Value (as of the Termination Date) per share in the event that
Employee's employment with the Company is terminated by the Company other than
for "Cause" (as defined in Employee's Employment Agreement) or if Employee
resigns as a result of "Constructive
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Termination" (as defined therein); or (b) par value per share in the event that
Employee's employment with the Company is terminated by the Company for Cause or
if Employee resigns other than as a result of Constructive Termination.. 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 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. The Company may, in its discretion, reflect ownership of Restricted
Shares (and Unrestricted Shares) through the issuance of stock certificates, or
in book-entry form, without stock certificates, on its books and records. If the
Company elects to issue certificates, such 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 R. SAMUEL DATED AS OF
AUGUST 18, 2003, 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. If Employee
makes such election, he will promptly file a copy with the Company.
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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 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 CORPORATION
By: /s/ Jane Denman
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Jane Denman, VP of Human Resources
EMPLOYEE:
/s/ John R. Samuel
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Name: John Samuel
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Address:
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