Exhibit 10.34


 


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. Greg O’Hara (the “Grantee”).


 


WHEREAS, the Grantee has
provided and is expected to provide valuable services to Holding and its
Subsidiaries, and the Board of Directors of the Corporation has determined that
it is in the interest of Holding to grant options to the Grantee; and


 


WHEREAS, Holding desires
to grant the Grantee a one-year option to purchase shares of its Class A Common
Stock, par value $.01 per share (the “Common
Stock”), and shares of its Series A Cumulative Compounding
Preferred Stock, par value $.01 per share (the “Preferred Stock”).


 


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


 


1.             Confirmation
of Grant.


 


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


 


(i)            options to purchase from Holding 125,640 shares of Common Stock at the
exercise price specified in Section 2(a) (the “Common
Stock Options”); and


 


(ii)           options to purchase from Holding 459.902 shares of Preferred Stock at
the exercise price specified in Section 2(b) (the “Preferred Stock Options” and, together with the Common
Stock Options, the “Options”).


 


(b)           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)           Common
Stock Options.  Subject to
adjustment as provided in Section 8, the Common Stock Options shall have an
exercise price per share of Common Stock equal to $0.31914894 (the “Common Stock Option Price”).


 

















 


(b)           Preferred
Stock Options.  Subject to
adjustment as provided in Section 8, the Preferred Stock Options shall have an
exercise price per share of Preferred Stock equal to $1,000 (the “Preferred Stock Option Price”) plus the
amount of any accrued and unpaid dividends on the Preferred Stock from the date
hereof to the Closing Date (as defined below).


 


3.             Exercisability.


 


(a)           Exercisability.  The Options shall be immediately exercisable
on the Grant Date.


 


(b)           Contemporaneous
Exercise.  Notwithstanding anything
herein to the contrary, Grantee shall not exercise any Common Stock Options
unless Grantee contemporaneously exercises an equal percentage of Preferred
Stock Options, nor shall Grantee exercise any Preferred Stock Options unless
Grantee contemporaneously exercises an equal percentage of Common Stock
Options.


 


(c)           Normal
Expiration Date.  Unless the Options
earlier terminate in accordance with Section 5, the Options shall terminate on
the first anniversary of the Grant Date (the “Normal
Expiration Date”).


 


4.             Method
of Exercise and Payment.


 


All or part of the
Options may be exercised by the Grantee upon (a) the Grantee’s written
notice to Holding of exercise, (b) the Grantee’s payment in full of the
Common Stock Option Price and the Preferred Stock Option Price, as applicable,
in cash or cash equivalents, and (c) the Grantee’s execution of a
management stock subscription agreement which shall be in substantially the
form of the management stock subscription agreement, dated as of the date
hereof, between Holding and Grantee.  As
soon as practicable after receipt of a written exercise notice, Holding shall
set a date for the closing of the exercise of the Options (the “Closing Date”).  Such Closing Date shall be no fewer than 10
days and no more than 30 days following the receipt of the written exercise
notice.  On the Closing Date, Grantee
will deliver payment in full of the exercise price of any exercisable Options,
and Holding shall deliver to the Grantee a certificate or certificates
representing the shares of Common Stock and Preferred Stock acquired upon the
exercise thereof, registered in the name of the Grantee, 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 or Preferred Stock, such
certificates shall bear the appropriate legend.


 


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5.             Termination
of Employment.


 


If the Grantee’s
employment with Holding or any Subsidiary terminates for any reason, then all
Options held by the Grantee shall terminate and be canceled immediately upon
such termination of employment.


 


6.             Tax
Withholding.


 


Whenever shares of Common
Stock or Preferred Stock are 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 Grantee to remit to Holding or such
Subsidiary, an amount sufficient to satisfy any applicable federal, state, and
local withholding tax requirements relating to such transaction or
transactions, and Holding or such Subsidiary may defer payment of cash or issuance
of Common Stock or Preferred Stock until such requirements are satisfied.


 


7.             Nontransferability
of Awards.


 


Unless Holding’s Board of
Directors (the “Board”)
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.


 


8.             Adjustment
in Capitalization.


 


The aggregate number of
shares of Common Stock or Preferred Stock subject to outstanding Option grants
and the respective prices applicable to outstanding Options, shall be
proportionately adjusted to reflect, as deemed equitable and appropriate by the
Board, any dividend payable in stock, stock split or share combination of, or
extraordinary cash dividend on, the Common Stock or Preferred Stock, or any
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of shares affecting the Common Stock or Preferred
Stock, or any other similar event affecting the Common Stock or Preferred Stock.
 All determinations and calculations
required under this Section 8 shall be made in the sole discretion of the
Board.


 


9.             Requirements
of Law.


 


The issuance of shares of
Common Stock or Preferred 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
or Preferred Stock shall be issued upon exercise of


 


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any Options granted hereunder, if such exercise would
result in a violation of applicable law.


 


10.           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 Grantee’s employment at any time, or confer upon the Grantee
any right to continue in the employ of Holding or its Subsidiary.


 


11.           No
Rights as Stockholder.


 


Except as otherwise
required by law, the Grantee shall not have any rights as a stockholder with
respect to any shares of Common Stock or Preferred Stock covered by the Options
granted hereby until such time as the shares of Common Stock or Preferred Stock
issuable upon exercise of such Options have been so issued.


 


12.           Interpretation;
Construction.


 


Any determination or
interpretation by the Board under or pursuant to this Agreement shall be final
and conclusive on all persons affected hereby.


 


13.           Amendments.


 


This Agreement may not be
amended, modified or supplemented orally, but only by a written instrument
executed by the Grantee and Holding.


 


14.           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.


 


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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


 


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.


 


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(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 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 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.


 


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IN WITNESS WHEREOF,
Holding and the Grantee 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

  
	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
  /s/
  M. Gregory O’Hara

  	
   

  
	
   

  	
  M.
  Gregory O’Hara

  



 


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