Exhibit 10.3


 


[2009 LTIP
REUs – G.WILSON]


 


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, other than de minimis conduct that would not typically result in
sanction by an employer of an executive in similar circumstances, (C) conviction
which is not subject to routine appeals of right or a plea of “no contest” for (x) a


 

















 


felony
under the laws of the United States or any state thereof or (y) a crime
involving moral turpitude for which the potential penalty includes imprisonment
of at least one year,  (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 (excluding a breach of
a confidentiality obligation by a statement made by Executive in good faith in
Executive’s employment capacity).


 


“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 (A) any material
reduction in Executive’s base salary or annual bonus opportunity (excluding any
change in value of equity incentives or a reduction affecting substantially all
similarly situated executives), (B) failure of the Company or its
affiliates to pay compensation or benefits when due, in each case which is not
cured within 30 days following the 
Company’s receipt of written notice from Executive describing the event
constituting a Constructive Termination, (C) a material and sustained
diminution to Executive’s duties and responsibilities as of the date of this
Agreement or (D) the primary business office for Executive being relocated
by more than 50 miles; provided that any of the events described in
clauses (A)-(D) of this definition of “Constructive Termination” shall
constitute a Constructive Termination only if the Company fails to cure such
event within 30 days after receipt from Executive of written notice of the
event which constitutes Constructive Termination; provided further, that a  “Constructive Termination” shall cease to
exist for an event on the 60th day following the later of its
occurrence thereof or Executive’s knowledge thereof, unless Executive has given
the Company 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.


 


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“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.


 


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


 


“Retirement” shall mean the
retirement of the Executive from employment with the Company at or beyond the
age at which Executive is entitled to retire under the terms of Executive’s
contract of employment or earlier with the consent of the Company provided that
the Company shall not withhold its consent on the basis of Executive’s age.


 


“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.


 


3

















 


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 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 


 


4

















 


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.


 


(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, 


 


5

















 


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 26/48th(s) 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.


 


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, including Retirement;


 


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


 


(D)                               Executive’s
death or Disability; or


 


(E)                                 if permissible
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.


 


6

















 


(ii)                                  Executive shall
have paid to the Company such amount as may be requested by the Partnership for
purposes of remitting any income tax 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 executors or beneficiaries) and, if applicable, the spouse of
Executive (or Executive’s executors or beneficiaries) shall have executed and
delivered to the Partnership an Addendum Agreement pursuant to which Executive
(or Executive’s executors or beneficiaries ) 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).


 


(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).


 


7

















 


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.


 


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 authorised 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 National Insurance Contributions 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).


 


8

















 


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 or
former status with any Company or any of its Affiliates (and in the case of
former status, for the direct or indirect benefit of any Competitor) to obtain
loans, goods or services from another organization on terms that would not be
available to him or any Competitor in the absence of his relationship or prior
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 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, 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 either (x) in which the
Executive was involved as an employee of the Company or any of its Affiliates
to a material extent in the 12 month period preceding the date upon which the
Executive ceased to be employed by the Company or (y) in relation to which
the Executive holds Confidential Information (as defined in Section 5.2(a))
and in either case which 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. 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 Kingdom, the United States and the world (subject to the definition
of “Competitor”).


 


9

















 


(c)                                  During the
Restricted Period, Executive, without express prior written approval from the
Board, shall not solicit (whether directly or indirectly) on his own account or
on behalf of any Competitor any Clients 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. For the purposes of Section 5.1(c) and
5.1(d), “Client” shall mean any
person, firm, company, organization, or enterprise (A) who or which in the
12 month period preceding the date upon which the Executive ceased to be
employed by the Company was provided with products or services by the Company
or any of its Affiliates or (B) to or with whom in the 12 month period
preceding the date upon which the Executive ceased to be employed by the
Company, the Company or any of its Affiliates submitted a tender or a proposal,
undertook or made a pitch or presentation or with whom or which it was
otherwise negotiating for the supply of products or services or (C) in
relation to whom the Executive holds Confidential Information (as defined in Section 5.2(a)).


 


(d)                                 During the
Restricted Period, Executive, without prior express written approval from the
Board, shall not (whether directly or indirectly) on his own account or on
behalf of any Competitor deal with any Client.


 


(e)                                  During the
Restricted Period, Executive shall not (whether directly or indirectly)
interfere with the employees or affairs of the Company or any of its Affiliates
or solicit or induce any person who is a Key Person 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 Key Person. For the purposes
of this Section 5.1(e), “Key Person” means
any person who at the date upon which the Executive ceased to be employed by
the Company, or at any point in the preceding 12 month period, (A) was an
employee of the Company or any of its Affiliates classified by the Company as
Band 9 or above (or equivalent), or (B) who reported directly to the
Executive, or (C) with whom the Executive had material dealings.


 


(f)                                    During the
Restricted Period, Executive, without prior written approval from the Board,
shall not (whether directly or indirectly) on his own account or on behalf of
any Competitor induce, solicit or entice to try to induce, solicit or entice
any Supplier to cease conducting business with the Company or any of its
Affiliates or reduce the amount of business conducted with the Company or any
of its Affiliates or to adversely vary the terms upon which any business is
conducted with the Company or any of its Affiliates. For the purposes of this Section 5.1(f),
“Supplier” shall mean any person,
firm, company, organization or enterprise who or which at any time in the 12
month period preceding the date upon which the Executive ceased to be employed
by the Company (A) supplied products or services (other than utilities or
products or services provided for routine administrative purposes) to the
Company or any of its Affiliates or (B) was negotiating with or had
pitched to the Company or any of its Affiliates to supply goods or services
(other than utilities or products or services provided for routine
administrative purposes) to the Company or any of its Affiliates.


 


(g)                                 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 


 


10

















 


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.


 


(h)                                 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.


 


(i)                                     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. The Executive further agrees that the
restrictions contained in this Section 5.1 constitute entirely separate,
severable and independent restrictions.


 


(j)                                     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


 


11














 


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 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 


 


12

















 


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.


 


(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.


 


13

















 


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 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.          Legal Entitlement.


 


(a)           The
Plan shall not form part of Executive’s employment contract. The rights and
obligations of Executive under the terms and conditions of his office or
employment with the Company are not affected by his participation in the Plan
or any right he may have to participate in the Plan and nothing in the Plan, or
in any instrument executed pursuant to it, shall confer on any person any right
to continue in office or employment. Any person who ceases to be an officer or
employee with the Company as a result of the termination of his employment for
any reason and however the termination occurs, whether lawfully or otherwise,
shall not be entitled and shall be deemed irrevocably to have waived any
entitlement by way of damages for dismissal or by way of compensation for loss
of office or employment or otherwise to any sum, damages or other benefits to
compensate that person for the loss or alteration of any rights, benefits or
expectations in relation to any grant of Restricted Equity Units, the Plan or
any instrument executed pursuant to it.


 


(b)           Nothing
in the Plan shall be deemed to give (i) any Executive any right to
participate in the Plan or (ii) any Executive any right to receive further
grants of Restricted Equity Units under the Plan.


 


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 


 


14

















 


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 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 authorised 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.


 


15

















 


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 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.


 


16

















 


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), as set forth below:


 


If to the Partnership or the Company,
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.


 


17

















 


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.


 


(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.


 


18

















 


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: