Exhibit 10.2


 


[2009 LTIP REUs - US SLT]


 


MANAGEMENT EQUITY AWARD AGREEMENT
 (Restricted Equity Units)


 


THIS
MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”)
is made as of May 1, 2009 by and between TDS Investor (Cayman) L.P., a
Cayman Islands limited partnership (the “Partnership”)
and <NAME OF EXECUTIVE> (“Executive”).


 


RECITALS


 


The
Partnership has adopted the TDS Investor (Cayman) L.P. Fourth Amended and
Restated 2006 Interest Plan (the “Plan”), a copy
of which is attached hereto as Exhibit A.


 


In connection
with Executive’s employment by the Partnership or one of its Subsidiaries
(collectively, the “Company”), the
Partnership intends concurrently herewith to grant the number of Restricted
Equity Units (as defined below) set forth on the signature page hereto.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement, intending to be legally bound, agree as follows:


 


SECTION 1



DEFINITIONS


 


1.1.          Definitions.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Partnership
Agreement.  In addition to the terms
defined in the Partnership Agreement, the terms below shall have the following
respective meanings:


 


“Agreement” has the meaning specified in the
Introduction.


 


“Board” means the board of directors of the
General Partner (or, if applicable, any committee of the Board).


 


“Cause” shall have the meaning assigned such term in any
employment agreement entered into between any Company and Executive, provided
that if no such employment agreement exists or such term is not defined, then “Cause”
shall mean (A) Executive’s failure substantially to perform Executive’s
duties to the Company (other than as a result of total or partial incapacity
due to Disability) for a period of 10 days following receipt of written notice
from any Company by Executive of such failure; provided that it is understood
that this clause (A) shall not apply if a Company terminates Executive’s
employment because of dissatisfaction with actions taken by Executive in the
good faith performance of Executive’s duties to the Company, (B) theft or
embezzlement of property of the Company or dishonesty in the performance of
Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting
(x) a felony under the laws of the United States or any state thereof or (y) a
crime involving moral turpitude, (D) Executive’s willful malfeasance or
willful misconduct in


 

















 


connection with Executive’s duties or any act or omission which is
materially injurious to the financial condition or business reputation of the
Company or its Affiliates, or (E) Executive’s 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 employment agreement.


 


“Company” has the meaning specified in the Recitals.


 


“Constructive Termination” shall have the
meaning assigned such term in any employment agreement entered into between any
Company and Executive, provided that if no such employment agreement exists or
such term is not defined, then “Constructive Termination” means (i) any
material reduction in Executive’s base salary or incentive compensation
opportunity (excluding any change in value of equity incentives or a reduction
affecting substantially all similarly situated executives) or (ii) failure
of the Company to pay compensation or benefits when due, in each case which is
not cured within 30 days following the Partnership’s receipt of written notice
from Executive describing the event constituting a Constructive Termination;
provided that any event that would otherwise constitute “Constructive
Termination” hereunder shall cease to constitute “Constructive Termination” on
the 30th day following the later of (x) the
occurrence thereof and (y) Executive’s knowledge thereof, unless Executive
has given the Partnership written notice thereof prior to such date.


 


“Disability” shall have the meaning assigned
such term in any employment agreement entered into between any Company and
Executive, provided that if no such employment agreement exists or such term is
not defined, then “Disability” shall mean Executive shall have become
physically or mentally incapacitated and is therefore unable for a period of
nine (9) consecutive months or for an aggregate of twelve (12) months in
any eighteen (18) consecutive month period to perform Executive’s duties under
Executive’s employment.  Any question as
to the existence of the Disability of Executive as to which Executive and the
Partnership cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the
Partnership.  If Executive and the
Partnership cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Disability made in writing to the Partnership and
Executive shall be final and conclusive for all purposes of this Agreement and
any other agreement between any Company and Executive that incorporates the
definition of “Disability”.


 


“Effective Date” means the date hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended.


 


“Executive” has the meaning specified in the
Introduction.


 


“Other Documents”  means  the
Partnership Agreement, any other management equity award agreement between
Executive and the Partnership and any employment agreement by and between
Executive and any Partnership, in each case as amended, modified, supplemented
or restated from time to time in accordance with the terms thereof.


 


“Partnership” has the meaning specified in
the Introduction.


 


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“Partnership Agreement” shall mean the
Agreement of Limited Partnership, as amended, modified or supplemented from
time to time, of the Partnership.


 


“Travelport
EBITDA” means the earnings before interest, taxes,
depreciation and amortization of Travelport, as determined by Travelport’s
Board of Directors.


 


 “Unvested
Restricted Equity Units” means Restricted Equity Units held by
Executive that are subject to any vesting, forfeiture or similar arrangement
under this Agreement.


 


 “Vested
Restricted Equity Units” means Restricted Equity Units held by
Executive that are no longer subject to any vesting, forfeiture or similar
arrangement under this Agreement.


 


SECTION 2



GRANT OF RESTRICTED EQUITY UNITS


 


2.1.          Restricted Equity Units.  Subject to the terms and conditions hereof,
the Partnership hereby grants Executive                                             
Restricted Equity Units as is set forth on the signature page to this
Agreement and Executive accepts such Restricted Equity Units from the
Partnership.  Each “Restricted
Equity Unit” represents the right to receive from the Partnership,
on the terms and conditions (and at the times) set forth in this Agreement
(including Section 3.3), one Class A-2 Interest with a hypothetical
capital contribution equal to, on the date hereof, $1 per Class A-2
Interest (but subject to adjustment pursuant to Section 4.3).  The terms of Class A-2 Interests are set
forth in, and governed by, the Partnership Agreement and Executive shall have
no rights in respect of such Class A-2 Interests until the Company
delivers such Class A-2 Interests pursuant to the terms hereof and
Executive becomes a Class A-2 Limited Partner pursuant to the Partnership
Agreement.


 


SECTION 3



VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION


 


3.1.          Vesting Schedule.


 


(a)           The
Restricted Equity Units granted to Executive under this Agreement shall be
eligible for vesting over a four calendar year period beginning on January 1,
2009, with 25% of the total number of Restricted Equity Units (i.e.,                     Restricted Equity
Units) eligible for vesting in each of calendar years from 2009 through 2012,
inclusive. The Restricted Equity Units eligible for vesting for a particular
calendar year shall each be referred to as a “Tranche.”


 


(b)           Vesting
for each Tranche will be based upon the Travelport EBITDA, cash flow and/or
other financial targets established and defined by the Board, in good faith,
during that calendar year (for each year, individually, an “Annual Goal,” and collectively,
the “Annual Goals”), which shall be established no later than April 30 of
each calendar year (May 7 for 2009). For each Tranche the Board will establish
“Threshold,” “Target” and “Stretch” levels for each Annual Goal and the
percentage weighting for each Annual Goal (e.g.,
50%) (the “Weight”).  After approval by
the Board, such Annual Goals, the Weight for each Annual Goal


 


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and the
Threshold, Target and Stretch levels for each Annual Goal for that Tranche
shall be communicated in writing to Executive.


 


(c)           Subject
to Executive’s continuous active employment (which shall not include employment
after the Executive has either given or received notice of termination of
employment) with the Company through the January 1 immediately following
the applicable calendar year (each, a “Vesting Date”), a percentage of the
Restricted Equity Units for that Tranche shall vest prorata based upon the
achievement of Travelport Limited (“Travelport”) as compared to each Annual
Goal and the Weight assigned to each Annual Goal established by the Board as
follows for each applicable calendar year:


 


(i)            if the Annual Goal
result is at Stretch level, 100% of the Restricted Equity Units shall vest; or


 


(ii)           if the Annual Goal
result is at Target level, 66.7% of the Restricted Equity Units shall vest; or


 


(iii)          if the Annual Goal
result is at Threshold level, 33.3% of the Restricted Equity Units shall vest;
or


 


(iv)          if the Annual Goal
result is between Threshold and Target levels, the number of Restricted Equity
Units shall vest based on the interpolation between the number that would have
vested at Threshold (33.3%) and the number that would have vested at Target
(66.7%); or


 


(v)           if the Annual Goal
result is between Target and Stretch levels, the number of Restricted Equity
Units shall vest based on the interpolation between the number that would have
vested at Target (66.7%) and the number that would have vested at Stretch
(100%); or


 


(vi)          if the Annual Goal
result is below Threshold level, the Restricted Equity Units for that Annual
Goal based on the Weight shall not vest, but the Restricted Equity Units for
other Annual Goals shall still be eligible for vesting based upon this Section 3.1(c).


 


For example, if a Tranche is
100 Restricted Equity Units, the Annual Goals for that Tranche are EBITDA and
revenue, and the Weight for EBITDA and revenue is 50% each, then 50 Restricted
Equity Units are eligible to vest based on Travelport’s achievement of EBITDA
as compared with the Threshold, Target and Stretch levels for that calendar
year and 50 Restricted Equity Units are eligible to vest based on Travelport’s
achievement of revenue as compared with the Threshold, Target and Stretch
levels for that calendar year.  The
number of Restricted Equity Units, if any, that vest on each January 1
shall be determined on the date on which Travelport’s annual financial
statements are certified by Travelport’s Chief Financial Officer and Chief
Accounting Officer, and which date shall be no later than March 31
following the applicable calendar year. The number of Restricted Equity Units
that vest for a particular calendar year shall be rounded to the nearest number
of whole units.


 


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(d)           For
each calendar year’s Tranche of Restricted Equity Units, the number of
Restricted Equity Units that do not vest based on Section 3.1(c)(ii)– (vi) shall
remain eligible for vesting based upon the Travelport EBITDA, cash flow and/or
other financial targets for any other performance period(s) that may, in
its sole and complete discretion, be established and defined by the Board in
good faith (“the Catch-Up Goals”).  Such
Catch-Up Goals may be established by the Board at multiple times on or before December 31,
2012.  The number of Restricted Equity
Units, if any, that vest on each January 1 (beginning on January 1,
2011) based on the achievement of Travelport’s results as compared with the
Catch-Up Goals shall determined on the date on which Travelport’s annual
financial statements for prior calendar year are certified by Travelport’s
Chief Financial Officer and Chief Accounting Officer, and which date shall be
no later than March 31. The number of Restricted Equity Units that vest
based on the Catch-Up Goals shall be rounded to the nearest number of whole
units.  All Restricted Equity Units that
have not vested on April 1, 2013 shall be forfeited.


 


(e)           Notwithstanding
the foregoing in the event that:


 


(i)            a Change in Control
occurs at a time when Executive is employed by the Company, Executive shall
thereupon be deemed to have vested in the unvested Restricted Equity Units at
Target (including, for the avoidance of doubt, any Restricted Equity Units that
remain unvested due to the failure in any prior calendar year(s) to
achieve the Annual Goals at Target) 
immediately prior to such Change of Control (and such Restricted Equity
Units shall automatically convert to Vested Restricted Equity Units hereunder)
and any Restricted Equity Units that remain unvested after such conversion
shall be forfeited;


 


(ii)           Executive’s employment
with the Company is terminated by the Company other than for Cause, by
Executive as the result of a Constructive Termination, or as a result of death
or Disability, Executive shall be deemed to have vested in the unvested
Restricted Equity Units that would have vested assuming (1) that Executive’s employment continued for eighteen
(18) months following the termination of Executive’s employment (“Accelerated
Vesting Date”), (2) that the award vests ratably on a monthly basis
beginning on the prior Vesting Date through the Accelerated Vesting Date over
the remainder of the performance period that ends on December 31, 2012,
and (3) performance at Target.  For
example, if Executive was terminated without Cause on September 1, 2009,
then Executive will receive 26/48ths vesting
of all unvested Restricted Equity Units as of the termination date at Target;
and


 


(iii)          Executive’s employment
with the Company is terminated for any reason, except as set forth, and to the
extent provided, in Sections 3.1(e)(i) and 3.1(e)(ii), Executive shall
have no right to further vesting of the Restricted Equity Units that are
Unvested Restricted Equity Units (and such Restricted Equity Units shall be
Unvested Restricted Equity Units notwithstanding the provisions of this Section 3.1).


 


3.2.          Transfer Prohibited.  Executive may not sell, assign, transfer,
pledge or otherwise encumber (or make any other Disposition of) any Restricted
Equity Units, except upon the death of Executive.  Upon any attempted Disposition in violation
of this Section 3.2, the Restricted Equity Units shall immediately become
null and void.


 


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3.3.          Delivery of Class A-2 Interests.


 


(a)           No
fractional Class A-2 Interest covered by a Restricted Equity Unit shall be
delivered.  No Class A-2 Interest
covered by a Restricted Equity Unit shall be delivered to Executive until both (x) the
Restricted Equity Unit becomes a Vested Restricted Equity Unit and (y) each
of the following conditions precedent to delivery of such Class A-2
Interest shall have been satisfied in full, as determined in the sole
discretion of the Board:


 


(i)            One of the following
events shall have occurred:


 


(A)          a Change in Control that
also qualifies as a “change in the ownership or effective control of a
corporation, or a change in the ownership of a substantial portion of the
assets of a corporation” (as described in Code Section 409A and related
guidance (“Section 409A”)) in
respect of the Partnership


 


(B)           Executive’s “separation
from service” from the Partnership and its Subsidiaries (as described in Section 409A);


 


(C)           April 15, 2013,
regardless of whether Executive is employed by the Company on such date;


 


(D)          Executive’s death or
Disability (so long as such Disability qualifies as a “disability” under Section 409A);
or


 


(E)           if permissible under Section 409A
without the imposition of any additional tax in respect of, or current taxation
prior to actual delivery of, the Class A-2 Interests, the date that is 12
months following the occurrence of a Qualified Public Offering.


 


(ii)           Executive shall have
paid to the Company such amount as may be requested by the Partnership for
purposes of depositing any federal, state or local income or other taxes
required by law to be withheld with respect to the delivery of the Restricted
Equity Units (provided that this condition may be satisfied if Executive
instead directs the Company to withhold Class A-2 Interests to cover such
required withholding amounts).


 


(iii)          Executive (or Executive’s
estate or heirs) and, if applicable, the spouse of Executive (or Executive’s
estate or heirs) shall have executed and delivered to the Partnership an
Addendum Agreement pursuant to which Executive (or Executive’s estate or heirs)
shall have become a party to the Partnership Agreement and a Class A-2
Limited Partner.


 


3.4.          Termination of Restricted Equity Units.


 


(a)           Subject
to Section 3.1, Unvested Restricted Equity Units shall be canceled if
Executive’s employment with the Company is terminated for any reason (including
death or Disability).


 


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(b)           Vested
Restricted Equity Units shall be canceled upon the occurrence of the following:


 


(i)            Executive’s breach of
the provisions of Section 5 of this Agreement (or any similar agreed-upon
obligations of Executive to the Company); or


 


(ii)           termination of
Executive’s employment with the Company for Cause.


 


3.5.          Partnership Agreement; Call Rights.  Executive acknowledges receipt of a copy of
the Partnership Agreement and represents that Executive understands that (i) the
terms of Class A-2 Interests are set forth in, and governed by, the
Partnership Agreement, (ii) Executive shall have no rights in respect of
such Class A-2 Interests (including any right to receive distributions
under the Partnership Agreement) until the Company delivers such Class A-2
Interests pursuant to the terms hereof and Executive becomes a Class A-2
Limited Partner pursuant to the Partnership Agreement and (iii) the
Partnership Agreement may be amended or modified from time to time prior to
Executive becoming a party thereto pursuant to the terms of the Partnership
Agreement.  Notwithstanding the foregoing
or anything to the contrary in the Partnership Agreement, Class A-2
Interests delivered pursuant to a Restricted Equity Unit granted pursuant to
this Agreement shall not, until the earlier of (a) the end of the
Restricted Period (as defined below) or (b) the breach of any covenant
contained in Section 5 of this Agreement (the “No-Call
Period”), be (i) forfeitable pursuant to Article XII of
the Partnership Agreement or (ii) subject to the mandatory purchase
provisions of Article XII of the Partnership Agreement; provided that, in
each case, any time periods contained in the Partnership Agreement that would
otherwise have lapsed during the No-Call Period shall not begin to run until
after the expiration of such No-Call Period (or, if later, the date on which
the Partnership has actual knowledge of the expiration of such No-Call Period).


 


SECTION 4

DISTRIBUTION EQUIVALENT RIGHTS


 


4.1.          Payments and Allocations upon Distributions.  If on any date while Restricted Equity Units
are outstanding hereunder, the Partnership shall make any distribution to
holders of Class A Interests pursuant to Article VIII of the
Partnership Agreement, the Partnership shall take the following actions:


 


(a)           the
Partnership shall cause the Company to promptly pay Executive an amount, in
respect of each Vested Restricted Equity Unit, equal to the amount that would
have been payable in respect of the Class A-2 Interest underlying such
Vested Restricted Equity Unit if it were issued and outstanding on the date of
such distribution (such payment amount, the “Vested
Distribution Equivalent Payment”); and


 


(b)           the
Partnership shall cause the Company to allocate to a notional account for
Executive (the “Notional Account”)
an amount, in respect of each Unvested Restricted Equity Unit, equal to the
amount that would have been payable in respect of the Class A-2 Interest
underlying such Unvested Restricted Equity Unit if it were issued and
outstanding on the date of such distribution.


 


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4.2.          Additional Payments upon Vesting.  On any date that any Unvested Restricted
Equity Units become Vested Restricted Equity Units, Executive shall be entitled
to receive an amount (such amount, the “Unvested Distribution
Equivalent Payment” and, together with the Vested Distribution
Equivalent Payment, the “Distribution Equivalent
Payment”) equal to the product of (x) all amounts then credited
to Executive’s Notional Account multiplied by (y) a fraction, the
numerator of which shall be the number of Restricted Equity Units that became
Vested Restricted Equity Units on such date and denominator of which shall be
the total number of Unvested Restricted Equity Units immediately prior to such
date.  Upon payment of any Unvested
Distribution Equivalent Payment, the amount credited to the Notional Account
shall be reduced thereby.


 


4.3.          Adjustments to Hypothetical Capital Contribution.  Upon payment of any Distribution Equivalent
Payment, the hypothetical Capital Contribution associated with Class A-2
Interests issued pursuant to the Restricted Equity Units shall be reduced by
such Distribution Equivalent Payment (until such hypothetical amount shall
equal zero, at which point it shall not be further reduced).


 


4.4.          Withholding.  The Partnership and the Company shall have
the right and is hereby authorized to withhold from any Distribution Equivalent
Payment the amount of any applicable withholding taxes in respect of such
payment and to take such action as may be necessary in the opinion of the Partnership
or the Company to satisfy all obligations for the payment of such taxes.  Notwithstanding the foregoing, the
Partnership shall, or shall cause one its Subsidiaries to, “gross-up” Executive
for any FICA/medicare withholding taxes that will be payable in respect of the
vesting of Restricted Equity Units (to the extent such taxes would not
otherwise have been payable by Executive during the applicable fiscal year
absent such vesting).


 


SECTION 5


 


Non-Competition and
confidentiality


 


5.1.          Non-Competition.


 


(a)           From
the date hereof while employed by the Company and for a two-year period
following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the
cause, manner or time of any termination, Executive shall not use his status
with any Company or any of its Affiliates to obtain loans, goods or services
from another organization on terms that would not be available to him in the
absence of his relationship to the Company or any of its Affiliates.


 


(b)           During
the Restricted Period, Executive shall not make any statements or perform any
acts intended to or which may have the effect of advancing the interest of any
Competitors of the Company or any of its Affiliates or in any way injuring the
interests of the Company or any of its Affiliates and the Company and its
Affiliates shall not make or authorize any person to make any statement that
would in any way injure the personal or business reputation or interests of
Executive; provided however, that, subject to Section 5.2, nothing herein
shall preclude the Company and its Affiliates or Executive from giving truthful
testimony under oath in response to a subpoena or other lawful process or
truthful answers in response to


 


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questions from
a government investigation; provided, further, however, that nothing herein
shall prohibit the Company and its Affiliates from disclosing the fact of any
termination of Executive’s employment or the circumstances for such a
termination.  For purposes of this Section 5.1(b),
the term “Competitor” means any
enterprise or business that is engaged in, or has plans to engage in, at any
time during the Restricted Period, any activity that competes with the
businesses conducted during or at the termination of Executive’s employment, or
then proposed to be conducted, by the Company and its Affiliates in a manner
that is or would be material in relation to the businesses of the Company or
the prospects for the businesses of the Company (in each case, within 100 miles
of any geographical area where the Company or its Affiliates manufactures,
produces, sells, leases, rents, licenses or otherwise provides its products or
services).  During the Restricted Period,
Executive, without prior express written approval by the Board, shall not (A) engage
in, or directly or indirectly (whether for compensation or otherwise) manage,
operate, or control, or join or participate in the management, operation or
control of a Competitor, in any capacity (whether as an employee, officer,
director, partner, consultant, agent, advisor, or otherwise) or (B) develop,
expand or promote, or assist in the development, expansion or promotion of, any
division of an enterprise or the business intended to become a Competitor at any
time after the end of the Restricted Period or (C) own or hold a
Proprietary Interest in, or directly furnish any capital to, any Competitor of
the Company.  Executive acknowledges that
the Company’s and its Affiliates businesses are conducted nationally and
internationally and agrees that the provisions in the foregoing sentence shall
operate throughout the United States and the world (subject to the definition
of “Competitor”).


 


(c)           During
the Restricted Period, Executive, without express prior written approval from
the Board, shall not solicit any members or the then current clients of the
Company or any of its Affiliates for any existing business of the Company or
any of its Affiliates or discuss with any employee of the Company or any of its
Affiliates information or operations of any business intended to compete with
the Company or any of its Affiliates.


 


(d)           During
the Restricted Period, Executive shall not interfere with the employees or
affairs of the Company or any of its Affiliates or solicit or induce any person
who is an employee of the Company or any of its Affiliates to terminate any
relationship such person may have with the Company or any of its Affiliates,
nor shall Executive during such period directly or indirectly engage, employ or
compensate, or cause or permit any Person with which Executive may be
Affiliated, to engage, employ or compensate, any employee of the Company or any
of its Affiliates.


 


(e)           For
the purposes of this Agreement, “Proprietary
Interest” means any legal, equitable or other ownership, whether
through stock holding or otherwise, of an interest in a business, firm or
entity; provided, that ownership of less than 5% of any class of equity
interest in a publicly held company shall not be deemed a Proprietary Interest.


 


(f)            The
period of time during which the provisions of this Section 5.1 shall be in
effect shall be extended by the length of time during which Executive is in
breach of the terms hereof as determined by any court of competent jurisdiction
on the Company’s application for injunctive relief.


 


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(g)           Executive
agrees that the restrictions contained in this Section 5.1 are an
essential element of the compensation Executive is granted hereunder and but
for Executive’s agreement to comply with such restrictions, the Company would
not have entered into this Agreement.


 


(h)           It
is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 5.1 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


5.2.          Confidentiality.


 


(a)           Executive
will not at any time (whether during or after Executive’s employment with the
Company) (x) retain or use for the benefit, purposes or account of
Executive or any other Person; or (y) disclose, divulge, reveal,
communicate, share, transfer or provide access to any Person outside the
Company (other than its professional advisers who are bound by confidentiality
obligations), any non-public, proprietary or confidential information
(including without limitation trade secrets, know-how, research and development,
software, databases, inventions, processes, formulae, technology, designs and
other intellectual property, information concerning finances, investments,
profits, pricing, costs, products, services, vendors, customers, clients,
partners, investors, personnel, compensation, recruiting, training,
advertising, sales, marketing, promotions, government and regulatory activities
and approvals) concerning the past, current or future business, activities and
operations of the Company or its Affiliates and/or any third party that has
disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the
prior written authorization of the Board.


 


(b)           “Confidential Information” shall not include
any information that is (i) generally known to the industry or the public
other than as a result of Executive’s breach of this covenant or any breach of
other confidentiality obligations by third parties; (ii) made legitimately
available to Executive by a third party without breach of any confidentiality
obligation; or (iii) required by law to be disclosed; provided that
Executive shall give prompt written notice to the Company of such requirement,
disclose no more information than is so required, and cooperate, at the Company’s
cost, with any attempts by the Company to obtain a protective order or similar
treatment.


 


(c)           Except
as required by law, Executive will not disclose to anyone, other than Executive’s
immediate family and legal or financial advisors, the existence or contents of
this Agreement (unless this Agreement shall be publicly available as a result
of a regulatory filing made by the Company or its Affiliates); provided
that Executive may disclose to any


 


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prospective
future employer the provisions of Section 5 of this Agreement provided
they agree to maintain the confidentiality of such terms.


 


(d)           Upon
termination of Executive’s employment with the Company for any reason,
Executive shall (x) cease and not thereafter commence use of any
Confidential Information or intellectual property (including without
limitation, any patent, invention, copyright, trade secret, trademark, trade
name, logo, domain name or other source indicator) owned or used by the Company
or its Affiliates; (y) immediately destroy, delete, or return to the
Company, at the Company’s option, all originals and copies in any form or
medium (including memoranda, books, papers, plans, computer files, letters and
other data) in Executive’s possession or control (including any of the
foregoing stored or located in Executive’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company and its
Affiliates, except that Executive may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential
Information; and (z) notify and fully cooperate with the Company regarding
the delivery or destruction of any other Confidential Information of which
Executive is or becomes aware.


 


5.3.          Intellectual Property.


 


(a)           If Executive has
created, invented, designed, developed, contributed to or improved any works of
authorship, inventions, intellectual property, materials, documents or other
work product (including without limitation, research, reports, software,
databases, systems, applications, presentations, textual works, content, or
audiovisual materials) (“Works”),
either alone or with third parties, prior to Executive’s employment by the
Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the
Company a perpetual, non-exclusive, royalty-free, worldwide, assignable,
sublicensable license under all rights and intellectual property rights
(including rights under patent, industrial property, copyright, trademark,
trade secret, unfair competition and related laws) therein for all purposes in
connection with the Company’s current and future business.


 


(b)           If
Executive creates, invents, designs, develops, contributes to or improves any
Works, either alone or with third parties, at any time during Executive’s
employment by the Company and within the scope of such employment and/or with
the use of any the Company resources (“Company
Works”), Executive shall promptly and fully disclose same to the
Company and hereby irrevocably assigns, transfers and conveys, to the maximum
extent permitted by applicable law, all rights and intellectual property rights
therein (including rights under patent, industrial property, copyright,
trademark, trade secret, unfair competition and related laws) to the Company to
the extent ownership of any such rights does not vest originally in the
Company.


 


(c)           Executive
agrees to keep and maintain adequate and current written records (in the form
of notes, sketches, drawings, and any other form or media requested by the
Company) of all Company Works.  The
records will be available to and remain the sole property and intellectual
property of the Company at all times.


 


11

















 


(d)           Executive
shall take all requested actions and execute all requested documents (including
any licenses or assignments required by a government contract) at the Company’s
expense (but without further remuneration) to assist the Company in validating,
maintaining, protecting, enforcing, perfecting, recording, patenting or
registering any of the Company’s rights in the Prior Works and Company
Works.  If the Company is unable for any
other reason to secure Executive’s signature on any document for this purpose,
then Executive hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as Executive’s agent and attorney in fact,
to act for and in Executive’s behalf and stead to execute any documents and to
do all other lawfully permitted acts in connection with the foregoing.


 


(e)           Executive
shall not improperly use for the benefit of, bring to any premises of, divulge,
disclose, communicate, reveal, transfer or provide access to, or share with the
Company any confidential, proprietary or non-public information or intellectual
property relating to a former employer or other third party without the prior
written permission of such third party. 
Executive hereby indemnifies, holds harmless and agrees to defend the
Company and its officers, directors, partners, employees, agents and
representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant policies
and guidelines of the Company, including the Travelport Code of Business
Conduct and Ethics and other Company policies regarding the protection of
confidential information and intellectual property and potential conflicts of
interest.  Executive acknowledges that
the Company may amend any such policies and guidelines from time to time, and
that Executive remains at all times bound by their most current version.


 


5.4.          Specific Performance.  Executive acknowledges and agrees that the
Partnership’s remedies at law for a breach or threatened breach of any of the
provisions of this Section 5 would be inadequate and the Partnership would
suffer irreparable damages as a result of such breach or threatened
breach.  In recognition of this fact,
Executive agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, the Partnership, without posting any bond,
shall be entitled to cease making any payments or providing any benefit
otherwise required by this Agreement and obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.  Without limiting the generality of the
foregoing, neither party shall oppose any motion the other party may make for any
expedited discovery or hearing in connection with any alleged breach of this Section 5.


 


5.5.          Survival.  The provisions of this Section 5 shall
survive the termination of Executive’s employment for any reason.


 


SECTION 6



MISCELLANEOUS


 


6.1.          Tax Issues.  THE ISSUANCE OF THE RESTRICTED EQUITY UNITS
TO EXECUTIVE AND/OR THE DELIVERY OF THE CLASS A-2 INTERESTS PURSUANT TO
THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS.  EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED
HIS 


 


12














 


OWN TAX
ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.  THE COMPANY MAKES NO
WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX
CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE RESTRICTED EQUITY UNITS AND/OR CLASS A-2
INTERESTS OR THIS AGREEMENT. 
EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY
RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED EQUITY UNITS AND SHALL HOLD THE
COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY
ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED
EQUITY UNITS.


 


6.2.          Compliance with IRC Section 409A.  Notwithstanding anything herein to the
contrary, (i) if at the time Executive is a “specified employee” as
defined in Section 409A and the deferral of the commencement of any
payments or benefits otherwise payable hereunder is necessary in order to
prevent any accelerated or additional tax under Section 409A, then the
Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to Executive) until the date that is six months
following Executive’s termination of employment with the Company (or the
earliest date as is permitted under Section 409A) and (ii) if any
other payments of money or other benefits due to Executive hereunder could
cause the application of an accelerated or additional tax under Section 409A,
such payments or other benefits shall be deferred if deferral will make such
payment or other benefits compliant under Section 409A, or otherwise such
payment or other benefits shall be restructured, to the extent possible, in a
manner, determined by the Board, that does not cause such an accelerated or
additional tax.  The Company shall
consult with Executive in good faith regarding the implementation of the
provisions of this Section 6.2; provided that neither the Company nor any
of its employees or representatives shall have any liability to Executive with
respect to thereto.


 


6.3.          Employment of Executive.  Executive acknowledges that he is employed by
the Partnership or its Affiliates subject to the terms of his employment
agreement with the Partnership (if any).   Any change of Executive’s duties as an
employee of the Company shall not result in a modification of the terms of this
Agreement.


 


6.4.          Equitable
Adjustments. 
Notwithstanding any other provisions in this Agreement, the Partnership
Agreement or the Plan to the contrary, in the event of any change in the outstanding
Interests after the date hereof by reason of any equity dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination,
combination or transaction or exchange of Interests or other corporate
exchange, or any distribution to Partners of equity or cash (other than regular
cash distributions) or any transaction similar to the foregoing (regardless of
whether outstanding Interests are changed) (collectively, “Adjustment
Events”), the General Partner in its sole discretion and without
liability to any Person shall make such substitution or adjustment, if any, as
it deems to be equitable (taking into consideration such matters, without
limitation, as relative value of each class of Interests and the Restricted
Equity Units, status of vesting and the nature of the Adjustment Event and its
impact on the Interests and the Restricted Equity Units) to the Management
Limited Partners as a group, as to (i) the number or kind of Interests or
other securities issued or reserved for issuance under the Partnership
Agreement in respect of Restricted Equity Units, (ii) the vesting terms
under this


 


13

















 


Agreement, (iii) the
distribution priorities contained in the Partnership Agreement and/or (iv) any
other affected terms hereunder.


 


6.5.          Calculation of Benefits.  Neither the Restricted Equity Units nor the Class A-2
Interests shall be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company and shall not affect any
benefits, or contributions to benefits, under any other benefit plan of any
kind now or subsequently in effect under which the availability or amount of
benefits or contributions is related to level of compensation.


 


6.6.          Setoff. 
The Partnership’s obligation to pay Executive the amounts provided and
to make the arrangements provided hereunder and under the Partnership Agreement
shall be subject to set off, counterclaim or recoupment of amounts owed by such
Executive (or any Affiliate of such Executive (or any of its Relatives) that is
Controlled by such Executive (or any of its Relatives)) to the Partnership or
its Affiliates (including without limitation amounts owed pursuant to the
Partnership Agreement).


 


6.7.          Remedies.


 


(a)           The rights and
remedies provided by this Agreement are cumulative and the use of any one right
or remedy by any party shall not preclude or waive its right to use any or all
other remedies.  These rights and
remedies are given in addition to any other rights the parties may have at law
or in equity.


 


(b)           Except where a time
period is otherwise specified, no delay on the part of any party in the
exercise of any right, power, privilege or remedy hereunder shall operate as a
waiver thereof, nor shall any exercise or partial exercise of any such right,
power, privilege or remedy preclude any further exercise thereof or the
exercise of any right, power, privilege or remedy.


 


6.8.          Waivers and Amendments.  The respective rights and obligations of the
Partnership and Executive under this Agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively, and either
for a specified period of time or indefinitely) by such respective party.  This Agreement may be amended only with the
written consent of a duly authorized representative of the Partnership and
Executive.


 


6.9.          Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


6.10.        CONSENT
TO JURISDICTION.


 


(a)           EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE
TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING
RELATING TO ANCILLARY MEASURES IN AID


 


14

















 


OF
ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO
ENFORCE ANY ARBITRAL DECISION OR AWARD. 
EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT,
ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE
COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO
RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 6.10 OR TO
CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE
WITH THE PROVISIONS HEREOF.


 


  (b)         EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY
AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION,
THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.  IN ADDITION, EACH OF THE PARTIES CONSENTS TO
THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE
DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.


 


6.11.        Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY
AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT
IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


6.12.        Successors and Assigns.  Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.


 


6.13.        Entire Agreement.  This Agreement and the Other Documents
constitute the full and entire understanding and agreement of the parties with
regard to the subjects hereof and supersedes in their entirety all other prior
agreements, whether oral or written, with respect thereto, except as provided
herein.  This Agreement supersedes all prior agreements and
understandings (including verbal agreements) between Executive and the Company
regarding grants of equity, equity-based or equity-related rights or
instruments in any Company (including, for the avoidance of doubt, any rights
promised by Cendant Corporation or its Affiliates in respect of any Company),
except other agreements with respect to limited partnership interests in the
Partnership.


 


6.14.        Notices.  All demands, notices, requests, consents and
other communications required or permitted under this Agreement shall be in
writing and shall be personally delivered or sent by facsimile machine (with a
confirmation copy sent by one of the other methods authorized in this Section 6.14), reputable
commercial overnight delivery service (including Federal Express and U.S.
Postal Service overnight delivery service) or, deposited with the U.S. Postal
Service mailed first class, registered or certified mail, postage prepaid, as
set forth below:


 


15

















 


If to the
Partnership, addressed to:


 


TDS Investor (Cayman) L.P.

c/o Travelport Inc.

405 Lexington Avenue, 57th Floor

New York, NY  10174

Attention:  General Counsel

Fax:  (212) 915-9169


 


If to
Executive, to the address set forth on the signature page of this
Agreement or at the current address listed in the Partnership’s records.


 


Notices shall
be deemed given upon the earlier to occur of (i) receipt by the party to
whom such notice is directed; (ii) if sent by facsimile machine, on the
day (other than a Saturday, Sunday or legal holiday in the jurisdiction to
which such notice is directed) such notice is sent if sent (as evidenced by the
facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent
after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is directed) after which
such notice is sent; (iii) on the first business day (other than a
Saturday, Sunday or legal holiday in the jurisdiction to which such notice is
directed) following the day the same is deposited with the commercial courier
if sent by commercial overnight delivery service; or (iv) the fifth day
(other than a Saturday, Sunday or legal holiday in the jurisdiction to which
such notice is directed) following deposit thereof with the U.S. Postal Service
as aforesaid.  Each party, by notice duly
given in accordance therewith, may specify a different address for the giving
of any notice hereunder.


 


6.15.        No Third Party Beneficiaries.  There are no third party beneficiaries of
this Agreement.


 


6.16.        Agreement Subject to Partnership Agreement and Plan.  By entering into this Agreement, Executive
agrees and acknowledges that Executive has received and read a copy of the
Partnership Agreement and the Plan and that the Restricted Equity Units are
subject to the Partnership Agreement and the Plan.  The terms and provisions of the Partnership
Agreement and the Plan as may be amended from time to time are hereby
incorporated by reference.  In the event
of a conflict between any term or provision contained herein and a term or
provision of the Partnership Agreement or the Plan, the applicable terms and
provisions of the Partnership Agreement or the Plan will govern and prevail.


 


6.17.        Severability;
Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.


 


(a)           In case any
provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.


 


(b)          The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


16

















 


(c)           The use of any
gender in this Agreement shall be deemed to include the other genders, and the
use of the singular in this Agreement shall be deemed to include the plural
(and vice versa), wherever appropriate.


 


(d)          This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together constitute one instrument.


 


(e)           Counterparts of this
Agreement (or applicable signature pages hereof) that are manually signed
and delivered by facsimile transmission shall be deemed to constitute signed
original counterparts hereof and shall bind the parties signing and delivering
in such manner.


 


17

















 


IN WITNESS
WHEREOF, the Partnership and Executive have executed this Agreement as of the
day and year first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TDS Investor (Cayman) L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  TDS Investor (Cayman) GP Ltd.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  <NAME OF EXECUTIVE>

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  
	
   

  	
  Fax No.

  	
   

  
	
   

  	
  WWID:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Restricted Equity Units: