Letter Agreement, dated November 5, 2012, between Orbitz Worldwide, Inc. and Mitch Marcus

November 5, 2012

Mitchell L. Marcus

Dear Mitch:

On behalf of Orbitz Worldwide, Inc., together with its subsidiaries, (“Orbitz Worldwide”) I am pleased to confirm our offer of the position as Chief Financial Officer, reporting to Barney Harford, CEO. Your annual base salary will be $360,000. This offer is contingent upon satisfactory employment and education verification, verification of your U.S. employment eligibility, and execution of the Orbitz Restrictive Covenant Agreement (Confidentiality, Non-Solicitation, Non-Competition).

You will be eligible to participate in the Company's annual incentive bonus plan (the “Bonus Plan”) commencing January 1, 2013, provided that you are actively employed by and in good standing with the Company and subject to the other terms, conditions and eligibility requirements of the Bonus Plan.  Your target bonus percentage for purposes of the Bonus Plan will be 75% of your eligible earnings (as defined in the Bonus Plan).  Bonus payments under the Bonus Plan are determined based on your target bonus percentage and eligible earnings during the relevant plan period, as well as the achievement of company financial objectives and individual performance, subject to such other terms, conditions and criteria as the Compensation Committee (the “Compensation Committee”) of the Orbitz Worldwide, Inc. Board of Directors may determine in its sole discretion.

In addition, if you commence employment on or before November 12, 2012, you will receive a one-time bonus of $37,000, less applicable taxes, payable upon employment. If your employment commences after that date, the amount of the one-time bonus will be reduced pro rata based on the number of days past November 12 that you commence employment as a proportion of the number of days remaining in the calendar year. In the event you voluntarily resign employment or are terminated for cause within one year of your start date, you agree to repay the full amount of the bonus to the company.

Should your employment be involuntarily terminated by the Company other than for "Cause" (as defined

below), you will be eligible to receive the following severance benefits:

Notwithstanding any other provision under this agreement, in the event that the amount of payments or other benefits payable to you under this agreement, together with any payments or benefits payable under any other plan, program, arrangement or agreement maintained by the Company or one of its affiliates, would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code), the payments under this agreement shall be either (a) provided in full pursuant to the terms of this agreement or any other applicable agreement, or (b) reduced in a manner determined by the Company (by the minimum possible amounts) until no amount payable to you under this agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes including any excise tax imposed by Section 4999 of the Code (including without limitation, any interest or penalties on such taxes), results in your receipt, on an after-tax basis, of the greatest amount or payments and benefits provided for hereunder or otherwise.

To be entitled to the benefits under this agreement, you must agree to be bound by the terms and conditions outlined herein, including all restrictions applicable to you which includes the execution of a general release waiving all claims against the Company, which release will be provided to you in sufficient time to allow you to review and execute the release, and for any revocation period to expire, so that such benefits (other than the COBRA subsidy) can be paid to you by the short-term deferral deadline referred to in the following paragraph.

Notwithstanding anything to the contrary set forth herein, all payments and benefits described in this agreement that are not otherwise exempt from Section 409A of the Code (“Section 409A”) shall be fully paid no later than the short-term deferral deadline set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary set forth herein, in the event that any change to this agreement or any additional terms are required to comply with Section 409A (or an exemption therefrom), you hereby agree that the Company may make such change or incorporate such terms (by reference or otherwise) without your consent. To the extent (i) any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary, as applicable, in one lump sum. For purposes of this agreement, no payment that is subject to (and not exempt from Section 409A) will be made to you upon termination of your employment unless such termination constitutes a “separation from service” within the meaning of Section 409A, and Section 1.409A-1(h) of the Treasury Regulations thereunder.

For purposes of this agreement, “Cause” shall mean (A) your failure to substantially and willfully perform your duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of thirty (30) days following your receipt of written notice from the Company of such failure, (B) theft or embezzlement of property of the Company or dishonesty in the performance of your duties to the Company, (C) an act or acts on your part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) any act of fraud, misappropriation, embezzlement or similar conduct against the Company or any subsidiary (other than with respect to any good-faith dispute involving your claim

for reimbursement of business expenses), (E) your knowingly making a false certification to the Company pertaining to its financial statements, (F) your knowingly misleading the Board of Directors of the Company with respect to a material matter, (G) your willful malfeasance or willful misconduct in connection with your duties that is demonstrably materially injurious to the financial condition or business reputation of the Company, or (H) your breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this agreement and pursuant to any other plan or agreement.

For purposes of this agreement, “Change in Control” shall be as defined in the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan.

For purposes of this agreement, “Constructive Termination” shall be deemed to occur upon (a) any reduction in your base salary or target bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly-situated executives); (b) the failure of the Company to pay compensation or benefits when due, which is deemed to be a breach of the employment relationship between you and the Company; (c) a material change in the geographic location of your primary business office; provided that a relocation of less than thirty-five (35) miles one-way from your then-present work location will not be considered a material change in geographic location; or (d) a material and sustained diminution to your duties and responsibilities; provided, however, that a reduction in duties and responsibilities by virtue of the Company ceasing to be a publicly traded company will not constitute a Constructive Termination, and provided further that the Company's being acquired and made part of a larger entity will not constitute a Constructive Termination if you continue as the principal financial officer, reporting to the chief executive officer, of the business unit that contains at least a majority (measured by gross revenues) of the Company's business immediately prior to the acquisition; provided, however, that the foregoing events shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt by the Company's Board of Directors from you of written notice of the event which constitutes a Constructive Termination; and provided, further, that a Constructive Termination shall cease to exist for an event on the 60^th day following the later of its occurrence or your knowledge of such occurrence, unless you have given the Company written notice of such occurrence prior to such 60^th day.

Prior to beginning employment with Orbitz Worldwide, you will need to establish your U.S. employment eligibility as well as your identity. Examples of proper identification include a passport, or a valid driver's license and social security card; alternate acceptable documents are stated on the enclosed list. You will need to bring this identification with you on your first day of employment.

Per Orbitz Worldwide standard policy, this letter is not intended nor should it be considered as an employment contract for a definite or indefinite period of time. Employment with Orbitz Worldwide is at will, and either you or the Company may terminate employment at any time, with or without cause.

This agreement is the entire integrated agreement between you and the Company with regard to all matters addressed herein and supersedes all other agreements and/or policies the Company may have in place.

You understand that this offer is contingent upon full execution of the Orbitz Restrictive Covenant Agreement (Confidentiality, Non-Solicitation, Non-Competition) prior to commencement of employment. You further represent and affirm that, other than the Orbitz Restrictive Covenant Agreement, you do not have any non-competition, non-solicitation, restrictive covenant or other similar agreements or contracts that will or may restrict or limit in any way your ability to perform the duties of the position you have been offered with the Company, and that the Company's offer of employment is contingent upon this representation by you.

In addition, Orbitz Worldwide requires that you comply with any confidentiality obligations you have to your current and any former employers.

If these terms are acceptable to you, please sign on the line indicated below and scan/email or fax both to ###-###-####, along with the Personal Data Form and Background Release Form.   If we do not receive your acceptance by 5:00PM Central Time on November 6, 2012, this offer will expire.

We are excited that you are joining our organization and look forward to having you as part of the Orbitz Worldwide team. If there is anything further I can do to assist you, please do not hesitate to contact me at ###-###-####.

Regards,

/s/ Kathy Dellplain

Kathy Dellplain

SVP, Human Resources