Exhibit 10.15


 


February 20,
2001


 


Mr.  Douglas L. Abramson, Esq.


c/o
Worldspan, L.P.


300
Galleria Parkway, N.W.


Atlanta,
Georgia  30339


 


Re:       Revised Key Management Retention Program


 


Dear
Doug:


 


The
establishment and maintenance of a sound and vital management team is important
to protecting and enhancing the best interests of Worldspan.  We have determined that additional steps
should be taken to reinforce and encourage the continued attention and
dedication of certain members of Worldspan’s management, including yourself.


 


Worldspan
desires to provide incentives to you in accordance with the terms of this
letter agreement (“Agreement”) to induce you to (i) remain with Worldspan; (ii)
achieve good individual and company performance; (iii) deliver key business
initiatives; and (iv) increase the value of Worldspan.  This Agreement supersedes and replaces the
letter agreement between you and Worldspan dated June 21, 1999.


 


1.             Definitions. 
As used in this Agreement, the terms set forth in Section 27 will
have the respective meanings specified in such Section.  Other terms used in this Agreement are
defined in the context in which they are used and will have the respective
meanings there indicated.


 


2.             Term of Agreement.  This Agreement shall commence on the date hereof and shall
continue in effect until December 31, 2002; provided commencing on
January 1, 2003 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one (1) additional year unless at
least ninety (90) days prior to such January 1 dates, Worldspan or you
shall have given notice that it or you do not wish to extend this Agreement;
provided further, this Agreement shall continue in effect beyond the term and
until all obligations are complete if your termination or a Change-in-Control
shall have occurred during such term.


 


3.             Duties. 
While you are actively employed by Worldspan you shall faithfully,
diligently, lawfully, and ethically discharge your duties and responsibilities
as an officer and an employee, and shall: 
(i) use your best efforts to advance the interests of Worldspan and to
implement the policies and decisions of the Worldspan Board; (ii) devote your
full and exclusive business time, energy and skill to Worldspan, to the
promotion of its business and interests; (iii) not serve as an employee,
officer, agent, representative or consultant, or otherwise provide services
for, or serve as a member of the board of directors of, any other corporation
or entity without the prior written approval of the President and Chief
Executive Officer of Worldspan or the Worldspan Board; provided, you may be an
officer with, and may serve as a member of the board of directors of companies
affiliated with Worldspan, and you may perform unpaid services for charitable,
educational, and similar organizations.


 

















 


4.             Retention and Performance Incentives.


 


(a)           EICP Enhancements.  (i) The minimum, target and maximum levels
of the short-term portion of your 2001 and 2002 EICP will be 32.5%, 65% and
130% respectively; (ii) the minimum, target and maximum levels and other terms
and conditions of the short-term portion of your 2001 and 2002 EICP shall not
be less favorable, taken as a whole, than the 2000 levels, terms and
conditions;  (iii) the minimum, target
and maximum levels of the long-term portion of your 2001 and 2002 EICP (payable
in 2004 and 2005, and payable in 2005 and 2006, respectively) are hereby
increased to 22.5%,  45% and 90% respectively; (iv) the
calculation of your EICP payments shall be based on your Salary, as that term
is defined in Section 27; and (v) the provisions of this Agreement will
prevail over any less favorable terms in the standard EICP documentation.  Notwithstanding anything to the contrary:  (x) the minimum payment to you under the
short-term portion of your 2001 and 2002 EICP will be not less than 20% of your
Salary, irrespective of Company performance; (y) the minimum payment to you
under the short-term portion of your 2001 and 2002 EICPs will be not less than
20% of your Salary, irrespective of Company performance.  If you die on or after July 1 of any
particular calendar year while still employed by Worldspan, the short-term and
long-term portions of the EICP will be paid to your estate, at the levels paid
to other officers, prorated for the portion of year or EICP period which has
passed as of the date of your death.  If
you receive additional cash compensation for the performance of acting or
similar duties for more than six (6) months during a calendar year or EICP
period, your EICP payment for such calendar year or EICP period will be
calculated using your acting pay for the number of months you received such
acting pay and your base salary for all other months.


 


(b)           Equity Recognition Bonus.  At the earlier of: (i) a Change-in-Control;
(ii) the IPO Date; or (iii) June 30, 2001, you will be entitled to a
recognition bonus equal to two (2) times your Salary as of the applicable event
in recognition of your contribution in creating value for Worldspan’s owners.  Fifty percent (50%) of the recognition bonus
will be paid to you within thirty (30) days of the applicable event if you are
employed by Worldspan on the date of such event other than as an Inactive
Employee.  The remaining fifty percent
(50%) shall be paid to you no later than twelve (12) months following the date
of the applicable event even if you are no longer employed by Worldspan on the
second payment due date; provided, the remaining fifty percent (50%)
installment shall not be paid to you if your termination on or before the
payment due date is by you other than for Good Reason or by Worldspan for Good
Cause.


 


(c)           June 30, 2002 Bonus.  If you are employed by Worldspan or its
successor on June 30, 2002 other than as an Inactive Employee, and a
Change-in-Control has not occurred on or before that date, Worldspan will
provide you with a lump sum cash payment of three hundred percent (300%) of
your salary as of June 30, 2002. 
One half of this amount will be paid to you no later than July 31,
2002 and the other one half will be paid to you no later than July 31,
2003 if you are still employed by Worldspan on the date of the second payment.


 


(d)           Retention Retirement Supplement.  If you are employed by Worldspan on
December 31, 2000 other than as an Inactive Employee, Worldspan will
provide you with an


 


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additional three (3) years to be applied to age and/or
Benefit Service (as defined in the Pension Plan) under a supplemental
retirement benefit program; said supplemental retirement benefit shall be
calculated as provided for in Section 8(a) of this Agreement with the
exception that the five (5) years specified in Section 8(a) shall be
changed to three (3) years.


 


(e)           Success Fee.  Provided the applicable condition is met,
Worldspan will pay you one or the other (but not both) of the following:


 


(i)            If a Change-in-Control occurs by
December 31, 2002 (or by June 30, 2003 for a Change-in-Control
transaction for which the definitive agreement was signed on or after
April 1, 2002), not later than seven (7) days after the closing of such,
Worldspan (or its successor, if applicable) will pay to you the amount of
$2,500,000; or


 


(ii)           If on or before December 31,
2002 (or by June 20, 2003 for a transaction for which the definitive
agreement was signed on or after April 1, 2002), Worldspan acquires all or
a substantial portion of Amadeus, Sabre, or Galileo, Worldspan (or its
successor) will pay you the amount of $1,250,000.


 


This
success fee is payable even if your employment terminates as a result of the Change-in-Control,
and is in addition to amounts and benefits payable under Section 7;
provided, payment of this success fee would be in lieu of any unpaid retention
payments pursuant to Section 4(c).


 


5.             Change-in-Control Retirement Supplement.


 


(a)           If you remain employed by Worldspan
other than as an Inactive Employee for two (2) years following a
Change-in-Control, you will be credited with an additional three (3) years to
be applied to Benefit Service under a supplemental retirement benefit program,
a retiree medical program, and a retiree flight pass program.  the additional three (3) years to be applied
pursuant to this Section are in addition to the three (3) years provided
for in Section 4(d).  Said
supplemental retirement benefit under this Section shall be calculated as
provided for in Section 8(a) of this Agreement with the exception that the
five (5) years specified in Section 8(a) shall be changed to three (3)
years.


 


(b)           If you remain employed by Worldspan
other than as an Inactive Employee and are within five (5) years of the
earliest retirement age specified in the Pension Plan as of the date that is
two (2) years following a Change-In-Control, you may elect to apply the
additional three (3) years referred to in Section 4(d) and/or Section 5(a)
to your age and/or Benefit Service; provided the combined total of additional
years towards age and Benefit Service under Section 4(d) shall not exceed
three (3) and the combined total of additional years toward age and Benefit
Service under Section 5(a) shall not exceed three (3).


 


(c)           In no event will you be credited
under this Agreement with more than thirty (3) years of Benefit Service or more
than age 62 years.


 


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(d)           All capitalized terms used in this
Section, unless otherwise defined, shall have the same meanings as such terms
are defined in the Pension Plan.


 


6.             Change-in-Control and EICP Payments.


 


(a)           Except as set forth in
Section 6(b), in the event a Change-in-Control occurs while you are
employed by Worldspan other than as an Inactive Employee, the short-term
portion of the EICP shall be paid to you at the maximum level (subject to
Section 4(a)) and all of the unpaid long-term portions of the EICP shall
be paid to you at the greater of the Forecasted Actual Levels or target levels
(subject to Section 4(a)), in each case, prorated for the portion of year
or EICP period which has passed as of the date of the Change-in-Control.  The payments pursuant to this
Section will be made within thirty (30) days after the Change-in-Control
unless your employment is terminated by you other than for Good Reason or by
Worldspan for Good Cause following the Change-in-Control and before the due
date of the payment in which event you will not receive any payment hereunder.


 


(b)           If the Change-in-Control occurs
during the first quarter of a calendar year, your EICP payments will be paid
pursuant to this Section 6(b) rather than Section 6(a).  Subject to Section 4(a), Worldspan will
pay the short-term portion of the EICP for the previous calendar year at the
maximum level and all of the unpaid long-term portions of the EICP in effect
for you on the date of the Change-in-Control at the greater of the Actual
Forecasted Levels or target levels prorated for the portion of each EICP period
which has passed as of the date of the Change-in-Control.  Worldspan will also pay the short-term
portion of the EICP for the year in which the Change-in-Control occurs at the
target level, prorated for the portion of the EICP year which has passed as of
the date of the Change-in-Control.  The
payments pursuant to this Section will be made within thirty (30) days
after the Change-in-Control unless your employment is terminated by you other
than for Good Reason or by Worldspan for Good Cause following the
Change-in-Control and before the due date of the payment in which event you
will not receive any payment.


 


7.             Severance Provisions.  If a termination notice is given pursuant to Section 12, you
shall be entitled to the items specified in subparagraphs (a) through (m) below
upon the termination of your employment within thirty (30) days of the date of
the termination notice unless such termination is:  (i) because of your death, (ii) because of your Total Disability,
(iii) by Worldspan for Good Cause, or (iv) by you other than for Good
Reason.  In the event your termination
of employment is by you for Good Reason, you shall be entitled to the items
specified in subparagraphs (a) through (m) below (subject to Section 13)
only if your termination is within ninety (90) days of the date the Good Reason
occurs.  The items in subparagraphs (a)
through (l) below will not be paid to you if Worldspan terminates your
employment for Good Cause at any time, even after a termination notice has
already been given.


 


(a)           You will remain on the Worldspan
payroll for one (1) year following the date specified in your termination
notice, you will be paid an amount during such year as an Inactive Employee at
a rate equal to the greater of your Salary as of the date you became an
Inactive Employee or your base salary as of the date of this Agreement, and you
will continue to


 


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participate in Worldspan’s Qualified Plans (or
substitute nonqualified plans of equal value) as well as the airline pleasure
travel pass programs during such year but you shall not participate in any
long-term or short-term incentive payments or other bonus or special
arrangements and you will not accrue vacation or sick pay while on the payroll
as an Inactive Employee;


 


(b)           Worldspan shall pay as severance pay
to you within thirty (30) days of the date you become an Inactive Employee, an
amount equal to two (2) times the sum of (i) your Salary as of the date you
become an Inactive Employee or your base salary as of the date of this
Agreement, whichever is higher, plus (ii) one hundred percent (100%) of the
annual target level payment under the short-term portion of the EICP applicable
to you on the date you become an Inactive Employee (subject to Section 4(a));


 


(c)           Worldspan shall pay you One Hundred
Percent (100%) of the greater of (i) the Forecasted Actual Level or (ii) the
target level payment, under the short-term portion of the EICP in effect for
you on the date you become an Inactive Employee, subject to Section 4(a),
prorated for the portion of the EICP plan year which has passed as of the date
you become an Inactive Employee, all to be paid within thirty (30) days of the
date you become an Inactive Employee;


 


(d)           Worldspan shall pay you One Hundred
Percent (100%) of the greater of the (i) Forecasted Actual Levels or (ii)
target levels, under all of the unpaid long-term portions of the EICP in effect
for you on the date you become an Inactive Employee, subject to
Section 4(a), prorated for the portion of the EICP periods which have
passed as of the date you become an Inactive Employee, all to be paid within
thirty (30) days of the date you become an Inactive Employee;


 


(e)           Unless you already received
supplemental retirement benefits under Section 5, Worldspan shall pay you
supplemental retirement benefits in accordance with Section 8 and if you
have already received supplemental retirement benefits under Section 5,
you will not receive any additional benefits under this subparagraph;


 


(f)            Worldspan shall provide health and
dental benefits in accordance with Section 9;


 


(g)           Subject to your passing a standard
medical physical performed by a representative of Worldspan, Worldspan shall
provide a Worldspan-paid term life insurance policy in a face amount of three
(3) times your annual Salary, not to exceed One Million Dollars ($1,000,000),
while you are an Inactive Employee and for a period of two (2) years following
the date you leave the payroll; said policy will be convertible to an
individual policy payable by you at the end of such two (2) year period, in a
face amount consistent with the foregoing and declining with age;


 


(h)           Worldspan shall provide executive
outplacement services with a total value of up to Twenty-Five Thousand Dollars
($25,000) for two (2) years following the date you become an Inactive Employee,
said services to be provided by Drake Beam Morin, Inc. or a similar
outplacement firm selected by Worldspan;


 


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(i)            You may retain Worldspan-owned
equipment (including but not limited to, personal computer, lap top computer,
software, printer and mobile phone, if applicable) used outside the office by
you on the date the termination notice is given;


 


(j)            In the event you have not used all
of your vacation by the date you become an Inactive Employee, Worldspan will
pay you a lump sum for all unused earned vacation within thirty (30) days of
the date you become an Inactive Employee;


 


(k)           If you qualify, Worldspan shall
provide retiree pleasure travel passes in accordance with Section 10;


 


(l)            For a two (2) year period following
the date on which you leave the payroll as an Inactive Employee ends, you and
your eligible participants shall be entitled to participate in a travel program
on Delta, Northwest, and TWA which is essentially the same as the program set
forth in Exhibit A, attached hereto. 
These pass privileges will not apply on a carrier which has been
acquired by another carrier unless the successor carrier agrees to allow such
travel.  Exhibit A is the document used
to describe the program in effect on the date of this Agreement; and


 


(m)          If the termination occurs before all
amounts in Section 4(c) having been paid, Worldspan shall pay you a pro
rata portion of the bonus set forth in Section 4(c), the amount to be
based on your Salary on the day you become an Inactive Employee and further on
the period of time between January 1, 2001 and the day you become an
Inactive Employee compared to the period between January 1, 2001 and
June 30, 2002.


 


8.             Supplemental Retirement Benefits.


 


(a)           The supplemental retirement benefit
referred to in Section 7(e) shall be determined in accordance with this
Section.  In addition to the retirement
benefits to which you are or would be entitled under the Pension Plan and under
this Agreement, Worldspan shall pay a supplemental retirement benefit
hereunder, which supplemental benefit (except as provided below) shall be
payable in the form and at the times provided in the Pension Plan.  Said benefit under this Section shall
be calculated as provided for in the Pension Plan with the following
exceptions: (i) regardless of your years of Vesting Service under the Pension
Plan, you will be treated as if you were on hundred percent (100%) vested under
the Pension Plan; (ii) the number of years of Benefit Service used will be the
actual number of years of Benefit Service accumulated as of your Termination
Date plus five (5) years; and (iii) the benefit will be calculated as if the
limitations under Sections 415 and 401(a)(17) of the Internal Revenue Code were
not in effect: provided, that the supplemental benefit payable hereunder shall
be reduced by an amount equal to the benefit payable to you by the Pension
Plan.


 


(b)           In the event you are within five (5)
years of the earliest retirement age specified in the Pension Plan as of the
date you leave the payroll as an Inactive Employee, you may elect to have the
additional five (5) years in Section 8(a) applied to your age and/or
Benefit Service; provided, the combined total of additional years towards age
and benefit service under Sections


 


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10(a) and (b) shall not exceed five (5).  Your election shall be made no less than
thirty (30) days prior to the date you leave the payroll as an Inactive
Employee.


 


(c)           In no event will you be credited
under this Agreement or otherwise with more than thirty (30) years of Benefit
Service or more than age 62 years.


 


(d)           All capitalized terms used in this
Section, unless otherwise defined, shall have the same meanings as such terms
are defined in the Pension Plan.


 


(e)           The benefits set forth in
Section 5 and this Section shall be funded by Worldspan in a
non-qualified rabbi or similar trust, the terms and conditions of such trust to
be determined in the reasonable discretion of Worldspan.


 


9.             Heath Coverage. 
The health coverage referred to in Section 7(f) shall be determined
in accordance with this Section.  You
may elect COBRA continuation coverage (as set forth in the Health Plan) for a
period of up to two (2) years following the date you leave the payroll as an
Inactive Employee.  Your cost for such
coverage shall be equal to the amount paid by active employees for similar
coverage under the Health Plan.  In the
event you are within five (5) years, of Worldspan’s earliest retirement age
under the Pension Plan as of the date you leave the payroll, you may elect
retiree medical coverage at any time following the expiration of your COBRA
benefits.  The retiree medical coverage
will be similar, in Worldspan’s reasonable judgment, to the coverage provided
to other Worldspan retirees.  You will
be required to pay the same cost for this retiree coverage that is required of
retiring employees who have the actual years of service which you are deemed to
have pursuant to Section 8(a) and (b).


 


10.           Retiree Pleasure Travel Passes.  Subject to Section 7 and in the event
you are within five (5) years of the earliest retirement age specified in the
Pension Plan as of the date you leave the payroll and in addition to any other
travel programs to which you are entitled, you will be eligible for retiree
passes in accordance with this Section. 
If you currently have flight privileges directly with Delta, Northwest
or TWA based on your service as a former employee of such airline, you will be
provided with retiree passes on Delta, Northwest or TWA respectively, as the
case may be, regardless of your actual age or years of service on the date you
leave the payroll.  Said passes will be
based on your service as a grandfathered employee of such airline.  if you do not currently have flight
privileges directly with Delta, Northwest or TWA, you may elect retiree passes
on one (1) of such airlines.  You
understand and agree that your passes are nontransferable, may not be exchanged
for cash or other consideration and are subject to all other terms and
conditions imposed from time to time by the applicable airline for Worldspan
retirees.


 


11.           Effect of Termination on Account of Death, Good Cause
or Total Disability.


 


(a)           If you die while an employee of
Worldspan and a termination notice under Section 12 has not been given
prior to the date of your death, this Agreement shall terminate at the day of
your death and no benefits (other than those benefits accrued and payable as of
the date of your death) will be payable to or with respect to you on account of
this Agreement.  If you should die after
a termination notice under Section 12 has been given or subsequent to your


 


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Termination Date while any amount is still payable to
you hereunder, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee or
other designee or, if there be no such designee, to your estate; such payment
to be made in a lump sum within sixty (60) days from the date of your death.


 


(b)           If Worldspan terminates your
employment for Good Cause, Worldspan shall pay you your full Salary through the
Termination Date at the rate in effect at the time notice of termination is
given, plus any unused earned vacation but none of the payments or benefits set
forth in Sections 4, 5, 6, 7, 8, 9 or 10. 
The amounts payable under this Section will be paid within thirty
(30) days of your Termination Date and Worldspan shall have no further
obligation to you under this Agreement.


 


(c)           If your employment terminates on
account of your Total Disability and a termination notice under Section 12
has not been given prior to the date of Total Disability, this Agreement shall
terminate as of your Termination Date.


 


12.           Notice of Termination.


 


(a)           Any termination of your employment by
Worldspan, and any termination by you on account of Good Reason, shall be
communicated by prompt written notice of termination to the other party
hereto.  The notice of termination shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of your employment under the provisions so indicated.


 


(b)           You may request in writing an opinion
from Worldspan of whether Worldspan believes a proposed termination by you
would be considered on account of Good Reason as defined herein.  Such opinion shall be provided to you in
writing within twenty (20) days of your written request and shall be binding on
Worldspan.


 


13.           Taxes.


 


(a)           Except as otherwise provided herein,
Worldspan will withhold from any amounts payable under this Agreement all
federal, state, city or other taxes as shall be required pursuant to any law or
government regulation or ruling.


 


(b)           In the event any payments hereunder
become subject to excise tax pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended, or comparable state or local tax laws,
Worldspan will pay you such additional compensation as is necessary (after
taking into account all federal, state and local income taxes payable by you as
a result of the receipt of such amounts) to place you in the same after-tax
position you would have been in had no such excise tax (or any interest or
penalties thereon) been paid or incurred.


 


14.           Mitigation and Other Benefits.  You shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Agreement be reduced by any compensation earned


 


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by you as the result of
employment by another employer (subject to Section 19) after the
Termination Date or otherwise.  This
Agreement shall not diminish the vacation, retirement or welfare benefits to
which you are or will be entitled under the Worldspan vacation policy, Executive
Deferred Compensation Plan, Worldspan Benefit Restoration Plan, 401(k) Plan,
Pension Plan, Health Plan and other tax qualified employee benefit plans, as
amended from time-to-time.


 


15.           Successors; Binding Agreement.


 


(a)           This Agreement shall be binding upon
Worldspan and any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all, or substantially all, of the business
and/or assets of Worldspan.


 


(b)           This Agreement shall inure to the
benefit of and be enforceable by your personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


16.           Notice. 
Notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when hand
delivered or mailed by United States first class mail or similar mail service
located outside the United States addressed to the respective addresses set
forth on the first page of this Agreement or to such other address or person as
either party may have furnished to the other in writing in accordance
herewith.  Notice of change of address
shall be effective only upon receipt.


 


17.           Non-Disparagement. 
You covenant and agree that you will not, during your employment with
Worldspan, while you are an Inactive Employee and for a period of twelve (12)
months after the date you leave the payroll, take any action or make any
statement that disparages or criticizes Worldspan, any of its Affiliates or its
successors.  Worldspan agrees that it will
not during your employment with Worldspan, while you are an Inactive Employee
and for a period of twelve (12) months after the Termination Date, take any
action or make any statement that disparages or criticizes you.


 


18.           Non-Solicitation. 
You covenant and agree that during your employment with Worldspan, while
you are an Inactive Employee and for a period of twelve (12) months after the
date you leave the payroll, you will not, directly or indirectly, solicit for
employment, attempt to employ, or affirmatively assist any entity other than Worldspan
in employing or soliciting for employment whether as an employee, consultant or
otherwise, any person at the manager level or above who is employed by or a
contractor to Worldspan or any successor entity.


 


19.           Non-Compete. 
Worldspan provides to customers on a worldwide basis CRS Services,
Back-Office Subscriber Services, Airline Support Services, and Internal
Reservation Services (collectively, the “Business”).  You acknowledge that in your capacity as Co-Chief Executive
Officer as well as Vice President, General Counsel and Secretary, you have
gained significant expertise and knowledge of Worldspan’s Business, including,
but not limited to, the operation of the Worldspan systems, Worldspan’s
international and domestic plans, the marketing of


 


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Worldspan’s CRS, hosting and
other services, Worldspan’s future plans and strategies, and the relationships
between Worldspan and its customers. 
You agree that in order to adequately protect the legitimate interests
of Worldspan and its successor, it is essential that any non-compete covenant
cover Worldspan’s Business as defined herein. 
You covenant and agree that you shall not, without Worldspan’ s express
written consent, while you are an employee of Worldspan, while you are an
Inactive Employee and for a period of twelve (12) months following the date you
leave the payroll, directly or indirectly render consulting or advisory
services to, or be a proprietor, officer, manager, director, partner or employee
in a decision-making, policy-setting, marketing or planning capacity of the
following businesses including their Affiliates and successors (if and to the
extent that your position with such Affiliate or successor involves or includes
activities included in the Business): 
System One, Sabre, Galileo, Abacus, Amadeus, Infini and EDS (only to the
extent the EDS activities are similar to the Worldspan Business).


 


20.           Non-Disclosure. 
Except as required by law, you covenant and agree not to divulge the
terms of this Agreement to anyone except your attorney, financial advisors,
accountant or your spouse, children, siblings, or parents.  To the extent that you do divulge the terms
of the Agreement to any such person, you will advise them that they must not
divulge the terms of this Agreement.


 


21.           Severance and Benefits Contingent.  You acknowledge and agree that your
eligibility to receive severance and other benefits under this Agreement is
subject to and contingent upon your keeping of the covenants in Sections 17,
18, 19, 20 and 21 and that any payments or benefits made to or conferred upon
you pursuant to this Agreement by virtue of your termination of employment will
be expressly conditioned upon execution by you of a mutual release agreement
substantially similar to the one attached hereto as Attachment C.  Worldspan and you covenant to sign such
release in accordance with the terms of such release.  If you breach any of the covenants in Sections 17, 18, 19, 20 or
21 Worldspan shall be entitled immediately to cease all severance and other
rights, privileges, and benefits hereunder, and Worldspan shall also have the
right to institute legal proceedings to prevent your further breach of such
covenants and/or seek the recovery of payments and damages.


 


22.           Miscellaneous. 
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
you and the Chief Executive Officer (or such other officer as may be
specifically designated by the Chief Executive Officer or Board of
Worldspan).  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the time or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, expressed or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement;
provided that Worldspan’s terms of employment, general rules of conduct and
policies and procedures as amended from time to time shall continue to apply to
you.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Georgia and you irrevocably


 


10

















 


consent and submit (for purposes
of this Agreement) to the exclusive jurisdiction of the Courts of the State of
Georgia and the United States Federal Courts sitting in Georgia.


 


23.           Severability. 
In the event that any one or more of the provisions of this Agreement or
any word, phrase, clause, sentence or other portion thereof shall be deemed to
be illegal or unenforceable for any reason, such provision or portion thereof
shall be modified or deleted in such a manner as to make this Agreement as
modified legal and enforceable to the fullest extent permitted under applicable
laws.  The validity and enforceability
of the remaining provisions or portions thereof shall remain in full force and
effect.


 


24.           Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall take effect as an original and all of which shall evidence one and
the same Agreement.


 


25.           Employment Rights. 
Nothing expressed or implied in this Agreement shall create any right or
duty on the part of Worldspan or you to extend this Agreement or to have you
continue as an employee of Worldspan. 
You or Worldspan may terminate your employment at any time with or
without cause subject to the payment of any severance and other benefits
provided for in this Agreement.


 


26.           Legal Fees. 
In the event (a) Worldspan materially breaches this Agreement without reasonable
justification, (b) you are terminated by Worldspan other than for Good Cause or
Total Disability, or (c) you terminate your employment for Good Reason,
Worldspan shall reimburse you for all legal fees and expenses reasonably
incurred by you in seeking to obtain or enforce any right or benefit provided
by this Agreement and disputed by Worldspan so long as you are ultimately
successful, in any respect, in such enforcement.


 


27.           Definitions. 
The following words and phrases, when used in this Agreement, shall have
the meanings set forth below:


 


(a)           “Affiliate” means a person
that directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, the person specified.


 


(b)           “Airline Served Affiliate”
shall mean each Delta, Northwest and TWA.


 


(c)           “Airline Served Affiliate
Agreement” shall mean an agreement between Worldspan and an Airline Served
Affiliate for or involving Internal Reservations Services and/or Airline
Support Services.


 


(d)           “Airline Support Services”
shall mean, excluding CRS Services and Internal Reservations Services, those
services provided to any Airline Served Affiliate pursuant to an Airline Served
Affiliate Agreement and defined as such therein.


 


11

















 


(e)           “Back-Office Subscriber Services”
shall mean the provision to subscribers of: 
(i) systems for the collection, storage, processing and display of
information concerning the use of travel-related products and services,
including, without limitation, traveler profile records and travel and
entertainment expense control systems; and (ii) systems for operating,
reporting, accounting, financial, management and other internal functions.


 


(f)            “Change-in-Control’ shall be
deemed to exist either if Affiliates of Delta, Northwest, and/or TWA
collectively no longer hold more than fifty percent (50%)  of the voting interest in
Worldspan or if Worldspan (or a significant portion of the assets of Worldspan)
is combined with another entity of which Affiliates of Delta, Northwest, and/or
TWA collectively do not hold more than fifty percent (50%)  of the voting interests of
the combined entity.  Notwithstanding
any of the foregoing, an IPO of Worldspan shall not constitute a
“Change-in-Control”.


 


(g)           “Control,” “controlled,”
and “under common control” shall each mean the possession, directly or
indirectly, of the power, whether or not exercised, to direct or cause the
direction of the management or policies of any person, whether through
ownership of voting securities, partnership interest, equity, by contract or
otherwise.


 


(h)           “CRS
Services” or “CRS” shall mean, excluding Internal Reservations
Services and Airline Support Services, respectively:  (i) the provision of systems for the collection, storage,
processing, display and distribution through communication networks of
information concerning industry alternatives for transportation, lodging and/or
other travel-related products and services of entities which enable subscribers
or users of automatic ticketing machines to: 
(1) reserve or otherwise confirm the use of such products and services;
(2) report or receive payment for or otherwise clear transactions regarding
such products and services; or (3) issue tickets for the acquisition or use of
such products and services; and (ii) any such system.


 


(i)            “Delta” means Delta Air
Lines, Inc. and its successors and assigns.


 


(j)            “EICP” means the Worldspan
Executive Incentive Compensation Program or any other short-term or long-term
executive incentive compensation plan maintained by Worldspan, as amended from
time to time.


 


(k)           “401(k) Plan” means the
Worldspan Retirement Savings Plan, as amended from time to time.


 


(l)            “Forecasted Actual Level”
means the level of the EICP determined by the President and Chief Executive
Officer of Worldspan or the head of the North American division of Worldspan’s
successor based on a good faith projection of year-to-date results to the end
of the EICP period.


 


(m)          “Good Cause” means a termination by
Worldspan after any of the following: 
(i) you are convicted of, plead guilty to, or confess to any felony or
any act of fraud, misappropriation, embezzlement, or similar criminal act; (ii)
you have engaged in dishonest,


 


12

















 


unethical or unlawful conduct or activities to the
damage or prejudice of Worldspan or its reputation or in conduct or activities
involving moral turpitude damaging to the property, business or reputation of
Worldspan, or (iii) you materially violate any material provision in this
Agreement, and such violation continues for ten (10) days after written notice
from Worldspan.


 


(n)           “Good Reason” means a termination by you
based on:


 


(i)            A change in your position, duties,
responsibilities, line of reporting, status or title compared with those as of
the date hereof and as increased from time to time (excluding titles with
Worldspan’s Affiliates and excluding acting titles or duties) or any removal of
you from or any failure to re-elect you to such position, in each case except
in connection with the termination of your employment for Good Cause, Total
Disability, or as a result of your death; or


 


(ii)           A reduction by Worldspan in your base
salary (excluding additional cash compensation provided to you for the performance
of acting or similar duties if such reduction is made at the termination of
such duties) as in effect on the date hereof or as the same may be increased
from time-to-time; or


 


(iii)          A failure by Worldspan to continue either the
short-term portion or long-term portion of the EICP, as the same may be
modified from time-to-time, in a form no less favorable than the form as of the
date hereof (except in the event your compensation is increased to offset the
loss or reduction of any EICP benefit), or a failure by Worldspan to continue
you as a participant in the EICP on at least the present basis or to pay you
the amounts which you would be entitled to receive based on Worldspan’s
performance in accordance with the EICP and Section 4(a); or


 


(iv)          Worldspan’s requiring you to be based in a city
more than fifty (50)  miles from the city where you are based
as of the date hereof; provided, this shall not apply to required travel on
Worldspan’s business to an extent reasonably consistent with your present
business travel obligations, or in the event you consent to any such
relocation, the failure by Worldspan to pay (or reimburse you for) the
relocation benefits outlined in Schedule 1; or


 


(v)           The failure by Worldspan to continue in effect,
without comparable replacement or commensurate compensation, the Worldspan
Qualified Plans or the failure by Worldspan to provide you with a substantially
similar number of paid vacation days to which you are then entitled in
accordance with Worldspan’s normal vacation practices in effect on the date
hereof; or


 


(vi)          A liquidation, dissolution, consolidation or
merger of Worldspan or transfer of all or substantially all of its assets,
unless a successor assumes Worldspan’ s obligations under the Agreement.


 


13

















 


Notwithstanding
the foregoing and except in the event of a Change-in-Control, the short-term
portion of the EICP for 2003 and subsequent years and the long-term portion of
the EICP for 2003 and subsequent years shall be determined by Worldspan in its
sole discretion.  Any reasonable
difference in the objectives or activators in the EICP from one year to another
shall not constitute a “Good Reason”.


 


(o)           “Health Plan” means the Group Health Plan
for Employees’ of Worldspan, L.P., as amended from time to time.


 


(p)           “Inactive Employee” you will be considered
to be an Inactive Employee if you are terminated as an active employee and you
remain on the Worldspan payroll.


 


(q)           “Internal Reservations Services” shall
mean, excluding CRS Services and Airline Support Services, the provision to any
entity of systems for the collection, storage, processing, display and
distribution of information concerning the travel products or services of such
entity and, incidental therewith, air carriers or other travel suppliers, which
enable such entity or its customers to reserve and otherwise confirm the use of
such products or services, receive payment or otherwise clear transactions for
such products or services and issue tickets for the acquisition or use of such
products or services.


 


(r)            “IPO” means an initial public offering of
Worldspan.


 


(s)           “IPO Date” means the date of the initial
public offering of Worldspan.


 


(t)            “Northwest” means Northwest Airlines,
Inc.  and its successors and assigns.


 


(u)           ‘Pension Plan” means the Worldspan
Employees’ Pension Plan, as amended from time to time.


 


(v)           “Salary” means your annual base salary and
any additional cash compensation provided to you for the performance of acting
or similar duties.


 


(w)          “Termination Date” means (i) if
your employment is terminated by your death, the day of your death, (ii) if
your employment is terminated for Total Disability, ten (10) days after notice
of termination is given by Worldspan (provided that you shall not have returned
in the performance of your duties on a full-time basis during such ten (10) day
period), (iii) if your employment is terminated for Good Cause, the date
specified in the notice of termination, and (iv) if your employment is
terminated for any other reason, the date specified in the notice of
termination (which date shall not be earlier than the date of the notice).


 


(x)            “Total Disability” is a mental or physical
incapacity that prevents you from performing your normal required services for
a period of six (6) months during any consecutive twelve (12) month period,
unless within ten (10) days after notice of termination is given following such
absence you shall have returned to the. 
satisfactory full-time performance of your duties.


 


14

















 


(y)           “TWA” means Trans World Airlines and its
successors and assigns.


 


(z)            “Worldspan” means Worldspan, L.P., its
subsidiaries, and any successors to its business and/or assets or which
otherwise become responsible for this Agreement by operation of law or
otherwise.


 


(aa)         “Worldspan’s Qualified Plans” mean the
401(k) Plan, Pension Plan and Health Plan but does not include any other
qualified, nonqualified, disability, or life plan maintained by Worldspan.


 


If
this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to me one copy of this letter within fifteen (15) days
of the date first set forth above, which will then constitute the agreement
between Worldspan and you on this subject.


 


Sincerely,


 


	
  /s/  Paul Blackney

  	
   

  
	
   

  
	
  President and Chief
  Executive Officer

  
	
   

  
	
  Agreed to this 1
  day of March, 2001

  
	
   

  
	
   

  
	
  /s/  Douglas L. Abramson

  	
   

  



 


15

















 


EXHIBIT A


 


SENIOR VICE PRESIDENT TRAVEL PRIVILEGE PROGRAM


 


Worldspan
is pleased to welcome you to our Senior Vice President (“SVP”) pleasure travel
privilege program effective July 1, 2000 through June 30, 2001.


 


A.            PROGRAM OUTLINE


 


•                                          Number of tickets:  Each
SVP may obtain a total of twelve round-trip confirmed tickets on the three
partner airlines for his or her personal use, of which no more than six can be
used on any one airline.  In addition,
each eligible family member (spouse and dependent children as defined by each airline)
of a SVP may obtain a total of twelve round-trip confirmed tickets on the three
partner airlines, of which no more than six can be used on any one
airline.  If a SVP has no eligible
family members (spouse or dependent children), that person may obtain an
additional twelve round-trip confirmed tickets on the partner airlines, and may
select up to two persons on each carrier to use these twelve round trip
tickets; however, no more than six of these additional tickets may be used on
any one airline.


 


•                                          Class of Travel:  The SVP, spouse or an adult
designated traveler may travel in first class or coach on domestic
flights.  Domestic locations are those
determined by each airline for pleasure travel.  Dependent children and persons under the age of 21 selected as a
designated traveler must travel in coach both domestically and
internationally.  The SVP, spouse,
dependent children or a designated traveler may travel internationally (as
designated by each carrier) up to six times. 
One of the six trips can be in business class for the SVP, spouse, or an
adult designated traveler.  All other
international travel must be done in coach.


 


•                                          Ticket Usage:  Use of these tickets does not
require travel with the SVP.


 


•                                          Travel Arrangements:  The SVP
is responsible for making his or her own travel arrangements through TRIP
MANAGER , using the SVP’ s existing profile, at the fares bookable for
Worldspan business travel and pursuant to all other terms and conditions of
Worldspan business travel (e.g., no denied boarding compensation, no frequent
flyer miles, applicable dress code, conduct, etc.).  In order to book reservations in TRIP MANAGER for eligible family members and/or designated
travel companions, it will be necessary to create a traveler profile for each
person.  Please follow the guidelines in
section B on creating a new TRIP
MANAGER profile.


 


•                                          Payment:  The SVP must use his or
her division’s American Express Business Travel Account (BTA) for purchasing
tickets.  Please do not use your
personal credit card or corporate American Express card normally used for
business travel.  No expense reports
will be submitted for this travel.


 


1

















 


•                                          Tracking Usage:  The SVP is responsible for
tracking the applicable travel done by all eligible participants and must ensure
that no one exceeds the authorized allocation for this time period or violates
any other rules.


 


•                                          Program Violations: 
Violation of any rules related to this special privilege will result in
applicable disciplinary action up to and including loss of use of this program
and termination of employment.


 


•                                          This travel is in addition to the pass privileges
already extended to Worldspan employees.


 


•                                          This travel privilege should be treated with
confidentiality and discretion, like any other compensation program.


 


•                                          This travel privilege is at the discretion of the
airlines and Worldspan and may be canceled at any time by an airline or
Worldspan without compensation.


 


Questions
regarding this program should be directed to Paul Sundberg at Ext.  7405. 
Questions related to the purchase of air tickets through TRIP MANAGER, or assistance in creating
a traveler profile should be directed to Barbara Briggs at Ext.  7815.


 


B.            CREATING
PROFILES IN WSPTVL


 


In order to create the
new traveler profile for your spouse, dependent children or other designated
travel companion, please follow the steps/instructions noted below:


 


1.                                       At
the TRIP MANAGER Welcome Screen
type the following:


 


	
  COMPANY
  NAME:

  	
  WSPTVL

  
	
   

  	
   

  
	
  MEMBER
  LOGIN:

  	
  WSPAN (Initial creation of the new profile is the
  only time the word WSPAN will be used at the member login box)

  
	
   

  	
   

  
	
  PASSWORD:

  	
  Leave
  blank (this field is left blank upon initial creation of your profile.  Each subsequent access of TRIP MANAGER will require this field
  be populated with the password established when creating the profile)

  



 


2.                                       Click
on LOG ME IN!


 


The Personal Information
Page will be displayed.  Please complete
this page.  In the Login section of
the page please enter your member ID as your 4-digit numeric payroll
number followed by a dash and two letter number of 01, 02, 03, 04, 05,
etc.  If your employee number is less
than 4-digits, please precede with leading zeros.  (Example:  Employee ID
0099, profiles created for spouse, family members and/or designated travel
companions will be created with 0099-0 1, 0099-02, 0099-03, 0099-04, etc.)


 


2

















 


3.                                       Click
on CONTINUE


 


4.                                       Click
on FINISH SETTING UP MY PROFILE


 


5.                                       The
menu that is then displayed is Personal Information, Credit Card Information,
Air Preferences, Car Preferences, Hotel Preferences, Reporting Information,
Travel Settings, Change Password.  Click
on each topic, completing the information then saving.


 


Once the family member
and/or designated travel companion profile is complete you will be ready to
begin booking reservations.


 


3

















 


EXHIBIT B


 


PERSONAL AND CONFIDENTIAL


 


[Date]


 


 


[Name]


[Address]


[City,
State, Zip]


 


Dear
[Name]:


 


In
view of your termination of employment and in consideration of your execution
of this letter agreement (“Agreement”), Worldspan, L.P.  (“Worldspan”) [or its successor company]
will provide you with the following:


 


1.                                       Your
last day on the payroll as an inactive employee of Worldspan will be
                                            .


 


2.                                 Worldspan
will pay you the items specified in Section      of
that certain letter agreement dated      , 1999
between you and Worldspan (“Letter Agreement”).  You acknowledge and agree that your eligibility to receive these
items is subject to and contingent upon your keeping of the covenants contained
in Paragraphs 4, 5, 6, and 7 of this Agreement.  In the event you breach such covenants, Worldspan shall have the
right to institute legal proceedings to prevent your further breach, cease
payment of said amounts to you, seek recovery of any portion of said amounts
already paid, and/or seek recovery of damages as set forth in Paragraph 8.


 


3.                                 All
payroll deductions, including the Worldspan Retirement Savings Plan deduction,
will cease effective
                                         .


 


4.                                       As
you know, Worldspan provides to customers on a worldwide basis Computer
Reservations System (“CRS”) Services, Back-Office Subscriber Services, and
Internal Reservation Services (collectively, the “Business”) as such terms are
or were defined in the Letter Agreement. 
You acknowledge and agree that in your capacity as Vice President -
                       ,
you have gained significant expertise, information and knowledge of Worldspan’s
Business, including, but not limited to, the operation of the Worldspan
systems, Worldspan’s international and domestic plans, the marketing of
Worldspan’s CRS, hosting and other services, Worldspan’s future plans and
strategies, the relationships between Worldspan and its customers.  You agree that in order to adequately
protect the legitimate interests of Worldspan and its successor, it is
essential that any non-compete covenant cover Worldspan’s Business as defined
herein.  In accordance with
Section     of that certain Letter Agreement, you covenant
and agree that you shall not, without Worldspan’s express written consent,
while you are an inactive employee and for a period of twelve (12) months from
the date set forth in Paragraph 1, directly or indirectly render consulting or
advisory services to, or be


 


1

















 


a proprietor, officer,
manager, director, partner or employee in a decision-making, policy-setting,
marketing or planning capacity of the following businesses including their
affiliates and successors (if and to the extent that your position with such
affiliate or successor involves or includes activities included in the
Business):  System One, Sabre, Galileo,
Abacus, Amadeus, Infini and EDS (only to the extent the EDS activities are
similar to Worldspan Business).  For
purposes of this Section, the term “affiliate” shall not include an airline
owner.


 


5.                                       You
covenant and agree that while you are an inactive employee and for a period of
twelve (12) months following the date set forth in Paragraph 1, you will not,
directly or indirectly, solicit for employment, attempt to employ, or
affirmatively assist any other entity in employing or soliciting for
employment, whether as an employee, consultant or otherwise, any person at the
manager level or above who is employed by or a contractor to Worldspan or any
successor entity.


 


6.                                       You
covenant and agree while you are an inactive employee and for a period of
twelve (12) months following the date set forth in Paragraph 1, you will not
directly or indirectly use or disclose, except as authorized in writing by
Worldspan, any information about Worldspan, Worldspan’s owners, the airline
affiliates of Worldspan’s owners, or any entity controlled by Worldspan that
you may have or acquire during your employment with Worldspan.  These rights of Worldspan are in addition to
all rights Worldspan has under the common law and under the Georgia Trade
Secrets Act of 1990, as said Act may be amended from time to time, or other
applicable state law, for protection of trade secrets.


 


7.                                       You
covenant and agree that you will not, while you are an inactive employee and
for a period of twelve (12) months after the date set forth in Paragraph 1,
take any action or make any statement that disparages or criticizes Worldspan,
any of its affiliates or its successors. 
Worldspan agrees that it will not, while you are an inactive employee
and for a period of twelve (12) months after the date set forth in Paragraph 1,
take any action or make any statement that disparages or criticizes you.


 


8.                                       Paragraphs
4, 5, 6, 7and 9 are separate and independent covenants, and the invalidity or
unenforceability of one or more of these provisions or covenants shall not
affect the validity or enforceability of the remaining provisions or of the
other covenants of this Agreement. 
Further, if any provision of paragraphs 4, 5, 6, 7 or 9 is construed to
be in violation of any law, such provision shall be modified to achieve the
objectives of the applicable covenant to the maximum extent permitted by
law.  You agree that Worldspan will or
would suffer irreparable injury if you were to breach any of the provisions of
Paragraphs 4, 5,  6, 7 or 9 and that in the event of such violation,
Worldspan shall (in addition to all other rights and remedies available to it)
be entitled to an injunction restraining you from such breach and/or specific
performance of Paragraphs 4, 5, 6, or 7.


 


9.                                       In
consideration of all of the foregoing, you have agreed as follows:


 


A.                                   Except for a claim based on a breach of this
Agreement by Worldspan, you irrevocably and unconditionally settle, waive,
release, acquit and


 


2

















 


discharge
any and all claims, demands, actions or causes of action, known or unknown, which
you have against Worldspan, its partners, affiliates, subsidiaries, directors,
officers, agents and employees and you covenant not to sue Worldspan, its
partners, affiliates, subsidiaries, directors, officers, agents and employees
with respect to such claims, demands, actions or causes of action.  You recognize that you are giving up all
claims, demands, actions and causes of action, which you now may have, whether
known or unknown, and whether specifically mentioned or not.  You specifically waive any claim or right to
assert that any cause of action or alleged cause of action or claim has been,
through oversight or error, intentionally or unintentionally omitted from this
Agreement.  You waive any right to seek
reinstatement or re-employment with Worldspan.


 


B.                                     You expressly acknowledge and agree that the
items referenced in Paragraph 2 above include consideration for the settlement,
waiver, release and discharge of and covenant not to sue with respect to any
and all claims or actions arising from your employment, or the terms and
conditions of your employment, including claims arising under the Fair Labor
Standards Act; claims of employment discrimination arising under Title VII of
the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the
Americans with Disabilities Act, or the Age Discrimination in Employment Act of
1967, as amended by the Older Workers Benefit Protection Act, wrongful
termination or any claim arising under express or implied contract, tort,
public policy, common law or any federal, state or local statute, ordinance,
regulation or constitutional provision.


 


C.                                     You acknowledge that this Agreement is being
entered into as a settlement and compromise of any claims and is not to be
construed in any manner as an admission of any liability on the part of
Worldspan.


 


D.                                    You acknowledge that the only consideration for
signing this Agreement and all that you are ever to receive from Worldspan are
the terms stated herein and in the Letter Agreement, and that no other promises
or agreements of any kind have been made to you or with you by any person or
entity whatsoever to cause you to sign this Agreement.


 


E.                                      You covenant and agree not to divulge the terms
of this Agreement to anyone except your attorney, financial advisors, accountant
or your spouse, children, siblings, or parents.  To the extent that you do divulge the terms of the Agreement to
any such person, you will advise them that they must not divulge the terms of
this Agreement.  This is a material
provision of this Agreement.


 


In
the event this covenant of confidentiality is proven to have been breached by
you, Worldspan may seek all appropriate remedies.  You do hereby further agree to indemnify and save Worldspan
harmless from its costs, including attorney fees, necessitated by any breach by
you of this covenant of confidentiality.


 


3

















 


F.                                      You acknowledge that you have read and fully
understand all of the provisions of this Agreement and are entering into this
Agreement freely and voluntarily.  You
have been and are hereby advised to consult with an attorney prior to
signing.  You acknowledge that you have
been provided a period of at least twenty-one (21) days within which to
consider this Agreement and consult with counsel and that if you have signed
this Agreement before the expiration of said twenty-one (21) day period that
you have done so knowingly and voluntarily. 
In the event you do not sign this Agreement upon or before the
expiration of said twenty-one (21) day period, the terms of this Agreement
shall automatically terminate.  You
hereby acknowledge that, for a period of seven (7) days following the date of
execution of this Agreement, you may revoke the Agreement and that this
Agreement will not be effective or enforceable until the revocation period
expires.  You agree and understand that
any revocation shall be submitted to Worldspan in writing and accompanied by
return of any portion of the amount referenced in Paragraph 2 and any other
consideration that you may have received from Worldspan with respect to this
Agreement.


 


G.                                     This release does not affect your rights to
vested benefits under the Worldspan Retirement Savings Plan or the Worldspan
Employees’ Pension Plan.


 


10.                                 This
Agreement has been entered into in, and shall be governed by and construed
under the laws of, the State of Georgia. 
Worldspan and you consent to the exclusive jurisdiction of any local,
state or federal court located within the State of Georgia, and waive any
objection relating to improper venue or forum non conveniens to the conduct of
any proceeding in any such court.


 


11.                                 This
Agreement and the Letter Agreement constitute the entire agreement between you
and Worldspan and supersedes any oral communications, agreements and
understandings between you and Worldspan.


 


If
this Agreement accurately reflects our understanding, please sign the enclosed
copy in the space provided and return the same to me.


 


Sincerely,


 


 


	
  Read,
  Acknowledged and Agreed to this
            day
  of         , 2001.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Signature

  



 


4