This excerpt taken from the OWW 10-Q filed Nov 14, 2007.
(e) The Board may determine at any time before the Orbitz Restricted Stock Units expire or terminate that any or all of the Orbitz Restricted Stock Units shall become vested at any time.
3.2. Dividends. Executive shall be entitled to be credited with dividend equivalents with respect to the Orbitz Restricted Stock Units, calculated as follows: on each date that a cash dividend is paid by the Company while the Orbitz Restricted Stock Units are outstanding, Executive shall be credited with an additional number of Orbitz Restricted Stock Units equal to the number of whole Shares (valued at fair market value (as determined by the Board in good faith) on such date) that could be purchased on such date with the aggregate dollar amount of the cash dividend that would have been paid on the Orbitz Restricted Stock Units had the Orbitz Restricted Stock Units been issued as Shares. The additional Orbitz Restricted Stock Units credited under this Section shall be subject to the same terms and conditions applicable to the Orbitz Restricted Stock Units originally awarded hereunder, including, without limitation, for purposes of vesting and forfeiture and crediting of additional dividend equivalents.
3.3. Termination of Employment. [Subject to Section[s] 3.1 ],(9) if Executives employment with the Company terminates for any reason, the Orbitz Restricted Stock Units, to the extent not then vested, shall be immediately canceled by the Company without consideration.
3.4. Limited Transferability. The Orbitz Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, other than by will or the laws of inheritance following Executives death.
3.5. Forfeiture. Notwithstanding anything herein to the contrary, if the Board determines in good faith that Executive has (i) willfully engaged in misconduct 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 Companys 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 Executive (including, without limitation, the covenants set forth in Section 4 below) during Executives employment or following termination of Executives employment, then:
(8) Forward vesting for termination due to death, Disability and Constructive Termination for CEO only.
(9) Insert Section 3.1(b) for GVP; Sections 3.1(b) and (c) for SVP; and Sections 3.1(b) through (d) for CEO.