Equity-Based Compensation

6 Months Ended

Jun. 30, 2011

Equity-Based Compensation [Abstract]

Equity-Based Compensation

11.  Equity-Based Compensation

As detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 31, 2011, the partnership that owns 100% of the Company (the “Partnership”) has an equity-based, long-term incentive program for the purpose of retaining certain key employees. Under several plans within this program, key employees have been granted restricted equity units and profit interests in the Partnership.

During the six months ended June 30, 2011, the board of directors of the Partnership authorized the grant of 0.8 million restricted equity units under the 2010 Travelport Long-Term Incentive Plan, but none of these restricted equity units have been recognized for accounting purposes as being granted.

As of June 30, 2011, there remain 15.1 million restricted equity units authorized for grant under the 2009 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through December 31, 2012, and 7.1 million restricted equity units authorized for grant under the 2010 Travelport Long-Term Incentive Plan, which will be recognized as granted for accounting purposes over the subsequent period through December 31, 2013. The level of award vesting each year is dependent upon continued service and performance measures of the business as established by the board of directors of the Partnership.

During the six months ended June 30, 2011, the board of directors of the Partnership authorized the grant of a further 0.5 million restricted equity units, which will be recognized as granted for accounting purposes over the period through August 1, 2015. The level of award vesting each year will be dependent upon continued service and performance measures of the business as established by the board of directors of the Partnership. In May 2011, there was an acceleration in the vesting of 1.7 million restricted equity units with a fair value of $0.47 per unit, previously awarded but not granted for accounting purposes, due to the sale of the GTA business.

During the six months ended June 30, 2011, 4.5 million restricted equity units were forfeited based upon performance, and a further 0.4 million restricted equity units were forfeited due to departures, including 0.2 million due to the sale of the GTA business.

The fair value of the restricted equity units, recognized as grants for accounting purposes, is based on a valuation of the total equity of the Partnership at the time of each grant.

The activity of all the Company’s equity award programs is presented below:

	Class A-2
	Restricted Equity Units
	Number of			Weighted Average
	Shares			Grant Date
	(In millions)			Fair Value
Balance as of January 1, 2011		99.5		$	2.20
Grant upon accelerated vesting		1.7		$	0.47
Net share settlement		(0.3	)	$	1.10
Forfeited		(4.9	)	$	1.12
Balance as of June 30, 2011		96.0		$	2.23

The Company recorded non-cash equity compensation expense of $1 million within the gain from disposal of discontinued operations in the Company’s consolidated condensed statements of operations in the three and six months ended June 30, 2011, and $3 million within operating income of continuing operations in the Company’s consolidated condensed statements of operations in the three and six months ended June 30, 2010.