Exhibit
10.33


 


Execution
Copy


 


STOCK OPTION AGREEMENT


 


STOCK OPTION
AGREEMENT, dated as of June 30, 2003 between Travel Transaction Processing
Corporation, a Delaware corporation (“Holding”), and M. Gregory O’Hara (the “Employee”), pursuant to the Travel
Transaction Processing Corporation Stock Incentive Plan, as in effect and as
amended from time to time (the “Plan”).  Capitalized terms that are not defined
herein shall have the meanings given to such terms in the Plan.


 


WHEREAS, Holding
desires to grant options to purchase shares of its Class A Common Stock, par
value $.01 per share (the “Common Stock”),
to certain key employees of Holding and its Subsidiaries;


 


WHEREAS, Holding
has adopted the Plan in order to effect such grants; and


 


WHEREAS, the
Employee is a key employee as contemplated by the Plan, and the Committee has
determined that it is in the interest of Holding to grant these options to the
Employee.


 


NOW, THEREFORE, in
consideration of the premises and subject to the terms and conditions set forth
herein and in the Plan, the parties hereto agree as follows:


 


1.                                       Confirmation
of Grant.


 


(a)                                  Confirmation
of Grant.  Holding hereby evidences
and confirms the grant to the Employee, effective as of the date hereof (the “Grant Date”), of:


 


(i)                                     options
to purchase from Holding 300,000  shares
of Common Stock at the exercise price specified in Section 2(a) (the “Series 1 Options”); and


 


(ii)                                  options
to purchase from Holding 300,000  shares
of Common Stock at the exercise price specified in Section 2(b) (the “Series 2 Options” and, together
with the Series 1 Options, the “Options”).


 


(b)                                 Options
Subject to Plan.  The Options
granted pursuant to this Agreement are subject in all respects to the Plan, all
of the terms of which are made a part of and incorporated into this
Agreement.  By signing this Agreement,
the Employee acknowledges that he has been provided a copy of the Plan and has
had the opportunity to review such Plan.


 

















 


(c)                                  Character
of Options.  The Options granted
hereunder are not intended to be “incentive stock options” within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended.


 


2.                                       Option
Price.


 


(a)                                  Series
1 Options.  Subject to adjustment as
provided in Section 9, the Series 1 Options shall have an exercise price per
share of Common Stock that shall decline through the fifth anniversary of the
closing of the Partnership Interest Purchase Agreement (the “Closing”) as set forth on Schedule A
(the “Series 1 Option Price”),
provided that if all of the Company’s Series A Cumulative Compounding Preferred
Stock, par value $.01, (the “Preferred
Stock”) is redeemed or repurchased, or is exchanged for Common
Stock, then the Series 1 Option Price in effect at such time shall remain in
effect thereafter notwithstanding any reduction provided for on Schedule A.


 


(b)                                 Series
2 Options.  Subject to adjustment as
provided in Section 9, the Series 2 Options shall have an exercise price per
share of Common Stock that shall decline through the fifth anniversary of the
Closing as set forth on Schedule A (the “Series
2 Option Price”), provided that if all of the Preferred Stock is
redeemed or repurchased, or is exchanged for Common Stock, then the Series 2
Option Price in effect at such time shall remain in effect thereafter
notwithstanding any reduction provided for on Schedule A.


 


3.                                       Exercisability.


 


(a)                                  Vesting
Provisions.  The Options shall
become exercisable in five equal installments on each of the first five
anniversaries of the Grant Date, subject to the Employee’s continuous
employment with Holding or any Subsidiary from the Grant Date to such
anniversary.


 


(b)                                 Accelerated
Vesting Upon Certain Terminations of Employment.  If  the Employee
voluntarily terminates his employment with Holding or any Subsidiary for any
reason at any time subsequent to the third anniversary of the Grant Date at a
time when Options have yet to vest, then the Options scheduled to vest on the
next anniversary of the Grant Date following such termination shall immediately
vest at the date of such termination of employment.  For the avoidance of doubt, no accelerated vesting shall occur
upon a termination due to Retirement, death or Disability or a termination by
Holding or any Subsidiary with or without Cause.


 


(c)                                  Change
in Control.  Notwithstanding Section
3(a), all outstanding Options shall vest immediately prior to a Change in
Control.


 


(d)                                 Normal
Expiration Date.  Unless the Options
earlier terminate in accordance with Section 5, the Options shall terminate on
the tenth anniversary of the


 


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Grant Date (the “Normal Expiration Date”).  Once Options have become exercisable
pursuant to this Section 3, such Options may be exercised, subject to the
provisions hereof, at any time and from time to time until the Normal Expiration
Date.


 


4.                                       Method
of Exercise and Payment.


 


All or part of the
exercisable Options may be exercised by the Employee upon (a) the
Employee’s written notice to Holding of exercise, (b) the Employee’s
payment of the Series 1 Option Price or the Series 2 Option Price, as
applicable, in full at the time of exercise (i) in cash or cash
equivalents, (ii) in unencumbered shares owned by the Employee for at
least six (6) months (or such longer period as is required by applicable
accounting standards to avoid a charge to earnings) having a Fair Market Value
(as defined in Section 5(e) below) on the date of exercise equal to the Series
1 Option Price or the Series 2 Option Price, as applicable, (iii) in a
combination of cash and Common Stock or (iv) in accordance with such
procedures or in such other form as the Committee shall from time to time
determine, (c) the Employee’s execution of a stock subscription agreement which
shall be in substantially the form of the Stock Subscription Agreement
attached to the Plan as Exhibit B (modified as provided in this Section 4), and
(d) the Employee’s execution of the Stockholders Agreement and
Registration Rights Agreement (if the Employee is not then a party to such
agreements) in order to become a party to such agreements with respect to the
shares of Common Stock issuable upon the exercise of such Options.  As soon as practicable after receipt of a
written exercise notice and payment in full of the exercise price of any
exercisable Options and receipt of evidence that the Employee is a party to the
Stockholders Agreement and Registration Rights Agreement in accordance with
this Section 4, but subject to Section 6 below, Holding shall deliver to the
Employee a certificate or certificates representing the shares of Common Stock
acquired upon the exercise thereof, registered in the name of the Employee, provided
that, if Holding, in its sole discretion, shall determine that, under
applicable securities laws, any certificates issued under this Section 4 must
bear a legend restricting the transfer of such Common Stock, such certificates
shall bear the appropriate legend.


 


The Stock
Subscription Agreement shall contain provisions providing that, upon any
termination of the Employee’s employment with Holding or any Subsidiary prior
to a Public Offering, Holding and then CVC and OTPP and their respective
affiliates shall have the right, in accordance with the procedures described in
Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock
acquired by the Employee upon exercise of any of the Options (whether acquired
before or after such termination) for a cash payment equal to the Fair Market
Value of the shares of Common Stock on the date of repurchase, provided that if
the Participant’s employment is terminated for Cause, then the cash payment
shall be equal to the lower of the Fair Market Value and the purchase price of
the shares of Common Stock so purchased. 
For purposes of such agreement, “Fair
Market Value” shall mean, if no Public Offering has


 


3

















 


occurred, the value of a
share of Common Stock as determined by the most recent annual valuation
performed by an independent valuation consultant or appraiser of recognized
national standing selected by the Board, and following a Public Offering, on
any date of determination, shall mean the average of the closing sales prices
for a share of Common Stock as reported on a national exchange for each of the
ten business days preceding the date of determination or the average of the
last transaction prices for a share of Common Stock as reported on a nationally
recognized system of price quotation for each of the ten business days
preceding the date of determination.  In
the event that there are no Common Stock transactions reported on such exchange
or system on such date, Fair Market Value shall mean the closing price on the
immediately preceding date on which Common Stock transactions were so reported.


 


5.                                       Termination
of Employment.


 


(a)                                  Termination
of Employment Due to Death.  Unless
otherwise determined by the Committee, if the Employee’s employment with
Holding or any Subsidiary terminates by reason of the Employee’s death, then
all Options held by the Employee that are exercisable as of the date of such
termination may be exercised by the Employee’s beneficiary as designated in
accordance with Section 8, or if no such beneficiary is named, by the
Employee’s estate, at any time prior to six months following the Employee’s
termination of employment or the Normal Expiration Date of the Options,
whichever period is shorter.  Upon the
Employee’s termination on account of death, any Options that are not then
exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


(b)                                 Termination
for Cause.  Unless otherwise
determined by the Committee, if the Employee’s employment with Holding or any
Subsidiary is terminated for Cause, all Options held by the Employee, whether
or not then exercisable, shall terminate and be canceled immediately upon such
termination of employment.


 


(c)                                  Other
Termination of Employment.  Unless
otherwise determined by the Committee, if the Employee’s employment with
Holding or any Subsidiary terminates for any reason other than (i) due
to death or (ii) for Cause, then any Options held by the Employee which
are exercisable at the date of the Employee’s termination of employment shall
be exercisable at any time up until the 90th day following the Employee’s
termination of employment (or, in the event that the Employee dies after
terminating his employment, but within the period during which the Options
would otherwise be exercisable hereunder, the 120th day after the date of the
Employee’s death) or the Normal Expiration Date of the Options, whichever
period is shorter, but any Options held by the Employee that are not then
exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


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(d)                                 Committee
Discretion.  Notwithstanding
anything else contained herein to the contrary, the Committee may at any time
extend the post-termination exercise period of all or any portion of the
Options up to and including, but not beyond, the Normal Expiration Date of such
Options.


 


6.                                       Tax
Withholding.


 


Whenever Common
Stock is to be issued pursuant to the exercise of an Option or any cash payment
is to be made hereunder, Holding or its Subsidiary shall have the power to
withhold, or require the Employee to remit to Holding or such Subsidiary, an
amount sufficient to satisfy federal, state, and local withholding tax
requirements relating to such transaction, and Holding or such Subsidiary may
defer payment of cash or issuance of Common Stock until such requirements are
satisfied.


 


7.                                       Nontransferability
of Awards.


 


Unless the
Committee shall permit (on such terms and conditions as it shall establish)
Options to be transferred, no Options may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. 
Following the Employee’s death, all rights with respect to Options that
were exercisable at the time of the Employee’s death and have not terminated
shall be exercised by his designated beneficiary, his estate or such transferee
as permitted by the Committee.


 


8.                                       Beneficiary
Designation.


 


The Employee may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under the Plan and this
Agreement is to be exercised in case of his death.  Each designation will revoke all prior designations by the
Employee, shall be in a form reasonably prescribed by the Committee, and will
be effective only when filed by the Employee in writing with the Committee
during his lifetime.  If no beneficiary
is named, or if a named beneficiary does not survive the Employee, Section 11.2
of the Plan shall determine who may exercise the Employee’s rights under the
Plan.


 


9.                                       Adjustment
in Capitalization.


 


The aggregate
number of shares of Common Stock available under the Plan and subject to
outstanding Option grants and the respective prices and/or vesting criteria
applicable to outstanding Options, shall be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Committee, any dividend payable
in stock, stock split or share combination of, or extraordinary cash dividend
on, the Common Stock, or any recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares affecting
the Common Stock, or any other similar


 


5

















 


event affecting the
Common Stock.  All determinations and
calculations required under this Section 9 shall be made in the sole discretion
of the Committee.


 


10.                                 Requirements
of Law.


 


The issuance of
shares of Common Stock pursuant to the Options shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.  Such issuance may be delayed, if necessary,
to comply with applicable laws, including the U.S. federal securities laws and
any applicable state or foreign securities laws, and no shares of Common Stock
shall be issued upon exercise of any Options granted hereunder, if such exercise
would result in a violation of applicable law.


 


11.                                 No
Guarantee of Employment.


 


Nothing in this
Agreement shall interfere with or limit in any way the right of Holding or its
Subsidiary to terminate the Employee’s employment at any time, or confer upon the
Employee any right to continue in the employ of Holding or its Subsidiary.


 


12.                                 No
Rights as Stockholder.


 


Except as
otherwise required by law, the Employee shall not have any rights as a
stockholder with respect to any shares of Common Stock covered by the Options
granted hereby until such time as the shares of Common Stock issuable upon
exercise of such Options have been so issued. 
Notwithstanding anything else contained herein to the contrary, the
exercise of any portion of the Options hereby is expressly conditioned on the
Employee executing a stock subscription agreement which shall be in
substantially the form of Stock Subscription Agreement attached to the Plan as
Exhibit B.


 


13.                                 Interpretation;
Construction.


 


Any determination
or interpretation by the Committee under or pursuant to this Agreement shall be
final and conclusive on all persons affected hereby.  Except as otherwise expressly provided in the Plan, in the event
of a conflict between any term of this Agreement and the terms of the Plan, the
terms of the Plan shall control.


 


14.                                 Amendments.


 


The Committee
shall have the right, in its sole discretion, to alter or amend this Agreement,
from time to time, as provided in the Plan in any manner for the purpose of
promoting the objectives of the Plan, provided that no such amendment
shall in any manner adversely affect the Employee’s rights under this Agreement
without the Employee’s consent.  Subject
to the preceding sentence, any alteration or amendment of


 


6

















 


this Agreement by the
Committee shall, upon adoption thereof by the Committee, become and be binding
and conclusive on the Employee without requirement for the Employee’s consent
or other action.  Holding shall give
written notice to the Employee of any such alteration or amendment of this
Agreement as promptly as practicable after the adoption thereof.  This agreement may also be amended by a
written agreement executed by both Holding and the Employee.


 


15.                                 Miscellaneous.


 


(a)                                  Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
or express mail, return receipt requested, postage prepaid, or by any
recognized international equivalent of such mail delivery, to Holding, or the
Employee, as the case may be, at the following addresses or to such other
address as Holding or the Employee, as the case may be, shall specify by notice
to the others:


 


(i)            if to Holding, to it at:


 


300 Galleria
Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


(ii)           if
to the Employee, to the Employee
at the address as reflected in Holding’s books and records.


 


All such
notices and communications shall be deemed to have been received on the date of
delivery if delivered personally or on the third business day after the mailing
thereof.  Copies of any notice or other
communication given under this Agreement shall also be given to:


 


Citigroup Venture Capital
Equity 

Partners, L.P.

399 Park Avenue, 14th Floor

New York, New York  10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman


 


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Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


Vedder, Price, Kaufman
& Kammholz, P.C.

222 North LaSalle Street

Chicago, Illinois 6061

Attention:  Thomas P. Desmond


 


(b)                                 Binding
Effect; Benefits.  This Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective successors and assigns. 
Nothing in this Agreement, express or implied, is intended or shall be
construed to give any person other than the parties to this Agreement or their
respective successors or assigns any legal or equitable right, remedy or claim
under or in respect of any agreement or any provision contained herein.


 


(c)                                  Waiver. 
Either party hereto may by written notice to the other (i) extend
the time for the performance of any of the obligations or other actions of the
other under this Agreement, (ii) waive compliance with any of the
conditions or covenants of the other contained in this Agreement and (iii)
waive or modify performance of any of the obligations of the other under this
Agreement.  Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of either party, shall be
deemed to constitute a waiver by the party taking such action of compliance
with any representations, warranties, covenants or agreements contained
herein.  The waiver by either party
hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by
either party to exercise any right or privilege hereunder shall be deemed a
waiver of such party’s rights or privileges hereunder or shall be deemed a
waiver of such party’s rights to exercise the same at any subsequent time or
times hereunder.


 


(d)                                 Entire
Agreement. This Agreement, together with the Plan, is the entire agreement
of the parties with respect to the subject matter hereof and supersedes all
other prior agreements, understandings, documents, statements, representations
and


 


8

















 


warranties, oral
or written, express or implied, between the parties hereto and their respective
affiliates, representatives and agents in respect of the subject matter hereof.


 


(e)                                  Applicable
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE
SPECIFICALLY AND MANDATORILY APPLIES.


 


(f)                                    Section
and Other Headings.  The section and other headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


 


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.


 


9

















 


IN WITNESS WHEREOF, Holding and the Employee have duly
executed this Agreement as of the date first above written.


 


	
   

  	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  	
   

  
	
   

  	
   

  	
  Print Name: Douglas L. Abramson

  
	
   

  	
   

  	
  Title: Senior Vice President - Human Resources,

  
	
   

  	
   

  	
  General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/
  M. Gregory O’Hara

  	
   

  
	
   

  	
  M.
  Gregory O’Hara

  



 


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SCHEDULE A


 


SERIES 1 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise
  Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 2.11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after
  Closing to 12 months after Closing

  	
   

  	
  $ 1.95

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 1.78

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 1.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 1.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 30 months after
  Closing to 36 months after Closing

  	
   

  	
  $ 1.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after
  Closing to 42 months after Closing

  	
   

  	
  $ 0.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after
  Closing to 48 months after Closing

  	
   

  	
  $ 0.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after
  Closing to 54 months after Closing

  	
   

  	
  $ 0.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after
  Closing to Normal Expiration Date

  	
   

  	
  $ 0.32

  	
   

  



 


 


SERIES 2 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise
  Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 7.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after
  Closing to 12 months after Closing

  	
   

  	
  $ 7.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 6.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 6.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 6.61

  	
   

  



 


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  From 30 months after Closing to 36 months after
  Closing

  	
   

  	
  $ 6.42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after Closing to 42 months after
  Closing

  	
   

  	
  $ 6.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after Closing to 48 months after
  Closing

  	
   

  	
  $ 6.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after Closing to 54 months after
  Closing

  	
   

  	
  $ 5.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after Closing to 60 months after
  Closing

  	
   

  	
  $ 5.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 60 months after Closing to Normal Expiration
  Date

  	
   

  	
  $ 5.29

  	
   

  



 


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