Exhibit 10.30


 


Execution Copy


 


MANAGEMENT STOCK SUBSCRIPTION AGREEMENT


 


MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003
between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the Employee whose name
appears on the signature page hereof (the “Employee”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Board
of Directors of Holding (the “Board”)
wishes to grant to the Employee the aggregate number of shares of the Class A
Common Stock, par value $.01 per share, of Holding set forth on the signature
page hereof (the “Granted Common Shares”)
in consideration of the Employee’s efforts in connection with the Partnership
Interest Purchase Agreement, dated as of March 3, 2003 (the “Purchase Agreement”);


 


WHEREAS, the Board
wishes to grant to the Employee the aggregate number of shares of the Series A
Cumulative Compounding Preferred Stock, par value $.01 per share, of Holding
set forth on the signature page hereof (the “Granted Preferred Shares”) in consideration of the Employee’s
efforts in connection with the Purchase Agreement;


 


WHEREAS, The Board
wishes to offer to the Employee the opportunity to purchase the aggregate
number of shares of the Class A Common Stock set forth on the signature page
hereof (the “Purchased Common Shares”)
and the aggregate number of shares of the Series A Cumulative Compounding
Preferred Stock set forth on the signature page hereof (the “Purchased Preferred Shares” and
together with the Granted Common Shares, the Granted Preferred Shares and the
Purchased Common Shares, the “Shares”),
at the purchase price specified for each on such signature page.


 


NOW, THEREFORE, to
implement the foregoing and in consideration of the mutual agreements contained
herein, the parties hereto hereby agree as follows:


 


1.                                       Grant
and Purchase and Sale of
Shares.


 


(a)                  Grant
of Common and Preferred Shares. 
Subject to all of the terms and conditions of this Agreement, the
Employee hereby subscribes for, and Holding shall grant to the Employee, the
Granted Common Shares and the Granted Preferred Shares at the Closing provided
for in Section 2(a) hereof.


 


(b)                 Tax
Payment.  In connection with the
grant of the Granted Common Shares and the Granted Preferred Shares described
in Section 1(a) above, Holding shall


 

















 


pay to the Employee $1,034,853
at the Closing provided for in Section 2(a) hereof for the Employee’s federal,
state, and local income tax requirements relating to such grant.  The Employee understands Holding will
provide a Form 1099 covering the grant of shares described in Section 1(a)
above and the cash payment provided for in this Section 1(b).


 


(c)                  
Purchase of Common and Preferred Shares.  Subject to all of the terms and conditions of this Agreement, the
Employee hereby subscribes for and shall purchase, and Holding shall sell to
the Employee, the Purchased Common Shares at the purchase price indicated for
Purchased Common Shares on the signature page and the Purchased Preferred
Shares at the purchase price indicated for Purchased Preferred Shares on the
signature page, both at the Closing provided for in Section 2(a) hereof.


 


(d)                 Consideration.  Subject to all of the terms and conditions
of this Agreement, the Employee shall deliver to Holding at the Closing (as
defined in Section 2(a) hereof) immediately available funds in the amount
of the aggregate purchase price set forth on the signature page hereof for the
Purchased Common Shares and Purchased Preferred Shares, it being understood
that the Employee may use a portion of the tax payment described in Section 1(b)
in satisfaction of the consideration amount.


 


(e)                    Compliance with Laws.  Notwithstanding anything in this Agreement
to the contrary, Holding shall have no obligation to grant or sell any Shares
to (i) any person who will not be an employee of Holding or any
partnership, corporation, or other organization or entity a majority of whose
outstanding voting interests are owned, directly or indirectly, by Holding
(each, a “Subsidiary”)
immediately following the Closing at which such Shares are to be granted or
sold or (ii) any person who is a resident of a jurisdiction in
which the grant or sale of Shares to such person would constitute a violation
of the securities, “blue sky” or other laws of such jurisdiction.


 


2.                                       Closing.


 


(a)                  Time
and Place.  Except as otherwise
mutually agreed by Holding and the Employee, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall be held at the offices of Latham &
Watkins LLP, 885 Third Avenue, New York, New York at 10:00 a.m. (New York
time) on June 30, 2003.


 


(b)                 Delivery
by Holding.  At the Closing, Holding
shall deliver to the Employee stock certificates registered in such Employee’s
name and representing the Shares, which certificates shall bear the legends set
forth in Section 3(b).


 


(c)                  Delivery
by the Employee.  At the Closing,
the Employee shall deliver to Holding the consideration referred to in
Section 1(d) hereof.


 


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3.                                       Employee’s
Representations, Warranties and Covenants.


 


(a)                  Investment
Intention.  The Employee represents
and warrants that the Employee is acquiring the Shares solely for the
Employee’s own account for investment and not with a view to or for sale in
connection with any distribution thereof. 
The Employee agrees that the Employee will not, directly or indirectly,
offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the
Shares (or solicit any offers to buy, purchase or otherwise acquire or take a
pledge of any Shares), except in compliance with the Securities Act of 1933, as
amended (the “Securities Act”),
and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in
compliance with applicable state and foreign securities or “blue sky”
laws.  The Employee further understands,
acknowledges and agrees that none of the Shares may be transferred, sold,
pledged, hypothecated or otherwise disposed of unless the provisions of (i)
this Agreement, (ii) Section 2.1 of the Stockholders Agreement, dated as
of June 30, 2003, among Holding, Citigroup Venture Capital Equity Partners,
L.P., a limited partnership organized under the laws of Delaware (together with
its affiliates, “CVC”),
Ontario Teachers’ Pension Plan Board, a corporation without share capital
organized under the laws of Ontario, Canada (“OTPP”) and certain other stockholders of Holding (as
amended from time to time, the “Stockholders
Agreement”) and (iii) Section 5 of the Registration
Rights Agreement, dated as of June 30, 2003, among Holding, CVC, OTPP and
certain stockholders of Holding (as amended from time to time, the “Registration Rights Agreement”) shall
have been complied with or have expired.


 


(b)                 Legends.  The Employee acknowledges that the
certificates representing the Shares shall bear the following legends or other
appropriate legends:


 


(i)                                     “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNTIL REGISTERED UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IS
RECEIVED IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.”


 


(ii)                                  “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND
OTHER PROVISIONS OF A MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, DATED AS OF JUNE
30, 2003; (B) THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 30,
2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER (THE
“STOCKHOLDERS AGREEMENT”) AND (C) A REGISTRATION RIGHTS AGREEMENT, DATED AS OF
JUNE 30, 2003, AMONG THE ISSUER AND CERTAIN


 


3

















 


STOCKHOLDERS OF
THE ISSUER (THE “REGISTRATION RIGHTS AGREEMENT”) AND NEITHER THIS CERTIFICATE
NOR THE SHARES REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF THE MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, THE STOCKHOLDERS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE AVAILABLE
FOR INSPECTION AT THE OFFICES OF THE ISSUER. 
NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER, AND
SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE
WITH THE TERMS OF SUCH AGREEMENTS.”


 


(iii)                               “THE
ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.”


 


(c)                  Securities
Law Matters.  The Employee
acknowledges receipt of advice from Holding that (i) the Shares have not
been registered under the Securities Act based on an exemption provided under
the Securities Act or qualified under any state or foreign securities or “blue
sky” laws, (ii) it is not anticipated that there will be any public
market for the Shares, (iii) the Shares must be held indefinitely and
the Employee must continue to bear the economic risk of the investment in the
Shares unless the Shares are subsequently registered under the Securities Act
and such state laws or an exemption from registration is available, (iv) Rule
144 promulgated under the Securities Act (“Rule
144”) is not presently available with respect to the sales of
the Shares, and Holding has made no covenant to make Rule 144 available, (v) when
and if the Shares may be disposed of without registration in reliance upon Rule
144, such disposition can be made only in accordance with the terms and
conditions of such Rule, this Agreement, the Stockholders Agreement and the
Registration Rights Agreement, (vi) Holding does not plan to file
reports with the Commission or make public information concerning Holding
available unless required to do so by law or in connection with its financing
arrangements, (vii) if the exemption afforded by Rule 144 is not
available, sales of the Shares may be difficult to effect because of the absence
of public information concerning Holding, (viii) a restrictive legend in
the form heretofore set forth shall be placed on the certificates representing
the Shares and (ix) a notation shall be made in the appropriate
records of Holding indicating that the Shares are subject to restrictions on
transfer set forth in Section 2.1 of the Stockholders Agreement and, if Holding
should in the future engage the services of a stock transfer agent, appropriate
stop-transfer restrictions will be issued to such transfer agent with respect
to the Shares.


 


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(d)                 Compliance
with Rule 144.  When and if the
Shares may be disposed of without registration in reliance upon Rule 144, the
Employee shall transmit to Holding an executed copy of Form 144 (if required by
Rule 144) no later than the time such form is required to be transmitted to the
Commission for filing and such other documentation as Holding may reasonably
require to assure compliance with Rule 144 in connection with such disposition.


 


(e)                  Ability
to Bear Risk.  The Employee
represents and warrants that (i) the financial situation of the
Employee is such that the Employee can afford to bear the economic risk of
holding the Shares for an indefinite period and (ii) the Employee
can afford to suffer the complete loss of the Employee’s interest in the
Shares.


 


(f)                    Accredited
Investor.  The Employee represents
and warrants that he qualifies as an “Accredited Investor” under Regulation D
promulgated under the Securities Act. 
The Employee agrees to furnish such documents and to comply with such
reasonable requests of Holding as may be necessary to substantiate the
Employee’s status as a qualifying investor in connection with this private
offering of Shares to the Employee.  The
Employee represents and warrants that all information contained in such
documents and any other written materials concerning the status of the Employee
furnished by the Employee to Holding in connection with such requests will be
true, complete and correct in all material respects.


 


(g)                 Other Rights
and Obligations.  The Employee shall
be entitled to the rights and subject to the obligations created under the
Registration Rights Agreement and the Stockholders Agreement, each to the
extent set forth therein.


 


4.                                       Representations
and Warranties of Holding.  Holding
represents and warrants to the Employee that (a) Holding has been
duly incorporated and is an existing corporation in good standing under the
laws of the State of  Delaware, (b) this
Agreement has been duly authorized, executed and delivered by Holding and
constitutes a valid and legally binding obligation of Holding enforceable
against Holding in accordance with its terms, and (c) the Shares,
when issued, delivered and paid for (if payment is required) in accordance with
the terms hereof, will be duly and validly issued, fully paid and
nonassessable.


 


5.                                       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:


 


5

















 


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


 


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


 


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(b)                 Binding
Effect; Benefits.  This Agreement
shall be binding upon the parties to this Agreement and their respective
successors and assigns and shall inure to the benefit of the parties to the
Agreement and their respective permitted 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;
Amendment.


 


(i)                                     Waiver.  Any party hereto or beneficiary hereof may
by written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties
under this Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement and (C) waive
or modify performance of any of the obligations of the other parties 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 any party or
beneficiary shall be deemed to constitute a waiver by the party or beneficiary
taking such action of compliance with any representations, warranties,
covenants or agreements contained herein. 
The waiver by any party hereto or beneficiary hereof 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 a party to exercise any
right or privilege hereunder shall be deemed a waiver of such party’s or
beneficiary’s rights or privileges hereunder or shall be deemed a waiver of
such party’s or beneficiary’s rights to exercise the same at any subsequent
time or times hereunder.


 


(ii)                                  Amendment.  This Agreement may not be amended, modified
or supplemented orally, but only by a written instrument executed by the
Employee and Holding.


 


(d)                 Entire
Agreement.  This Agreement, together
with the Stockholders Agreement and the Registration Rights 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 Subsidiaries, representatives and
agents in respect of the subject matter hereof.


 


(e)                  Assignability.  Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by Employee without the prior written consent of Holding.


 


(f)                    No
Guarantee of Employment.  Nothing in
this Agreement shall interfere with or limit in any way the right of Holding or
any Subsidiary to terminate the


 


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


 


(g)                 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.


 


(h)                 Survival.  Section 3 (relating to Employee’s
representations, warranties and covenants) and Section 4 (relating to Holding’s
representations and warranties) shall survive any termination of this
Agreement.


 


(i)                     Section
and Other Headings, etc.  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.


 


(j)                     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 constitute one and the same instrument.


 


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


 


 


	
   

  	
  TRAVEL TRANSACTION
  PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  
	
   

  	
   

  	
  Name: Douglas L. Abramson

  
	
   

  	
   

  	
  Title: Senior Vice President - Human Resources,

  
	
   

  	
   

  	
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ M. Gregory O’Hara

  
	
   

  	
  M. Gregory O’Hara

  
				



 


 


	
  Total Number of Granted Common Shares

  	
   

  	
  453,370

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Granted Preferred Shares

  	
   

  	
  1,659.557

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Purchased Common Shares

  	
   

  	
  125,640

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchased Common Shares Purchase Price:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Purchased Preferred Shares:

  	
   

  	
  459.902

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchased Preferred Shares Purchase Price:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Purchase Price for Purchased
  Common Shares and Purchased Preferred Shares:

  	
   

  	
  $

  	
  500,000

  	
   

  



 


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