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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
83
net revenue for fiscal year 2011 equal or exceed a certain threshold, or each PSU would be forfeited. During 2011,
the performance condition was satisfied, and as a result, the fair value of the PSUs is being amortized on a straight-
line basis over the requisite service period.
(b) On June 19, 2008, the Compensation Committee approved a grant of 249,108 PSUs to certain of our executive
officers. The PSUs entitled the executives to receive a certain number of shares of our common stock based on our
satisfaction of certain financial and strategic performance goals for fiscal years 2008, 2009 and 2010. In the first
quarter of 2011, upon determination by the Compensation Committee that the performance conditions were not
satisfied, these PSUs were forfeited.
Non-Employee Directors Deferred Compensation Plan
We have a deferred compensation plan that enables 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). 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 Plan and are immediately vested and
non-forfeitable. The deferred stock units entitle the non-employee director to receive one share of our common stock for each
deferred stock unit on the date immediately following the director's retirement or termination of service from the board of
directors, or 200 days immediately following such date. The entire grant date fair value of deferred stock units is expensed on
the date of grant.
The table below summarizes the deferred stock unit activity under the Plan during the year ended December 31, 2011:
Deferred
Stock Units
Weighted-
Average
Grant Date
Fair Value
(per share)
Outstanding at January 1, 2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 964,102 $ 4.39
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,394 $ 2.89
Exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (417,223) $ 3.94
Outstanding at December 31, 2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,004,273 $ 3.90
The weighted-average grant date fair value for deferred stock units granted during the years ended December 31, 2011,
2010 and 2009 was $2.89, $5.06 and $2.45, respectively.
Compensation Expense
We recognized total equity-based compensation expense of $8.5 million, $12.5 million and $14.1 million during the
years ended December 31, 2011, 2010 and 2009, respectively, none of which has provided us with a tax benefit.
As of December 31, 2011, a total of $13.3 million of unrecognized compensation costs related to unvested stock options,
unvested restricted stock units and unvested PSUs are expected to be recognized over the remaining weighted-average life of
2.6 years. During the year ended December 31, 2011, we began using historical share forfeitures rather than historical
employee turnover to estimate future share forfeitures, which did not have a significant impact on equity-based compensation
expense for the current year or on unrecognized compensation costs related to unvested awards.