Orbitz 2008 Annual Report Download - page 109

ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Equity-Based Compensation (Continued)
The total number of shares of restricted stock that vested during the period from July 18, 2007 to December 31, 2007 and the total fair value thereof was
13,130 shares and almost nil, respectively.
As of December 31, 2007, a total of $30 million of unrecognized compensation costs related to unvested stock options, unvested restricted stock units, and
unvested restricted stock are expected to be recognized over the remaining weighted-average period of 3 years.
Non-Employee Directors Deferred Compensation Plan
In connection with the IPO, we adopted a deferred compensation plan to enable our non-employee directors to defer the receipt of certain compensation
earned in their capacity as non-employee directors. Eligible directors may elect to defer up to 100% of their annual retainer fees (which are paid by us on a
quarterly basis). We require that at least 50% of the annual retainer be deferred under the plan. In addition, 100% of the annual equity grant payable to
non-employee directors is deferred under the plan.
We grant deferred stock units to each participating director on the date that the deferred fees would have otherwise been paid to the director. The deferred
stock units are issued as restricted stock units under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan.
The deferred stock units granted under the plan are immediately vested and non-forfeitable. The deferred stock units entitle the director to receive one share
of our common stock for each deferred stock unit on the date that is 200 days immediately following the director's retirement or termination of service from the
board of directors, for any reason. The entire grant date fair value of deferred stock units is expensed on the date of grant.
A total of 62,316 deferred stock units were granted during period from July 18, 2007 to December 31, 2007 at a weighted average grant date fair value of
$12.90 per share.
Travelport Equity-Based Long-Term Incentive Program
Travelport introduced an equity-based long-term incentive program in 2006 for the purpose of retaining certain key employees, including certain of our
employees. Under this program, key employees were granted restricted equity units in Travelport and interests in the partnership that indirectly owns Travelport.
Travelport's board of directors approved the grant of up to 100 million units under the plan. The equity awards issued consisted of four classes of partnership
interest. The Class A-2 equity units vest at a pro-rata rate of 6.25% per quarter and become fully vested in May 2010. The Class B partnership interests vest
annually over a four-year period beginning in August 2007. The Class C and D partnership interests vest upon the occurrence of certain liquidity events.
On July 18, 2007, the unvested restricted equity units and Class B partnership interests held by our employees were converted to restricted stock units and
restricted shares in Orbitz Worldwide under its 2007 Equity and Incentive Plan. This conversion affected 14 employees of Orbitz Worldwide. The conversion of
the restricted equity units was based on the relative value of the shares of our common stock compared to that of Travelport's Class A-2 capital interests at the
time of the IPO. The conversion of the Class B partnership interests was based on the relative value of the shares of our common stock compared to the aggregate
liquidation value of the Class B partnership interests at the time of the IPO. The Class C and D partnership interests were deemed to have no fair value as of the
conversion date and as such were forfeited. Subsequent to the conversion, we also granted restricted
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Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008