Exhibit 10.32


 


Execution Copy


 


STOCK OPTION AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


1.             Confirmation
of Grant.


 


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


 


(i)            options to purchase from Holding 750,000 shares of Common Stock at the
exercise price specified in Section 2(a) (the “Series
1 Options”); and


 


(ii)           options to purchase from Holding 750,000 shares of Common Stock at the
exercise price specified in Section 2(b) (the “Series
2 Options” and, together with the Series 1 Options, the “Options”).


 


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


 

















 


 


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


 


2.             Option
Price.


 


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


 


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


 


3.             Exercisability.


 


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


 


(b)           Accelerated
Vesting Upon Certain Terminations of Employment.  In the event the Employee’s employment is terminated by Holding
or any Subsidiary without Cause, or if the Employee terminates his employment
with Holding or any Subsidiary for Good Reason (as such term is defined in the
Employee’s employment agreement), at a time when Options have yet to vest, the
Options scheduled to vest on the anniversary of the Grant Date next following
the Employee’s termination without Cause or for Good Reason shall immediately
vest at the date of the Employee’s termination of employment.  For the avoidance of doubt, no accelerated
vesting shall occur upon a termination due to Retirement, death or Disability.


 


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


 


2

















 


(d)           Normal
Expiration Date.  Unless the Options
earlier terminate in accordance with Section 5, the Options shall terminate on
the tenth anniversary of the Grant Date (the “Normal
Expiration Date”).  Once
Options have become exercisable pursuant to this Section 3, such Options may be
exercised, subject to the provisions hereof, at any time and from time to time
until the Normal Expiration Date.


 


4.             Method
of Exercise and Payment.


 


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


 


The Stock Subscription Agreement shall contain
provisions providing that, upon any termination of the Employee’s employment
with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC
and OTPP and their respective affiliates shall have the right, in accordance
with the procedures described in Section 8.7 of the Plan, to purchase all or
any of the shares of Common Stock acquired by the Employee upon exercise of any
of the Options (whether acquired before or after such termination) for a cash
payment equal to the Fair Market Value of the shares of Common Stock on the
date of repurchase, provided that if the Participant’s employment is terminated
for Cause, then the cash payment shall be equal to the lower of the Fair


 


3

















 


Market Value and the purchase price of the shares of
Common Stock so purchased, and provided further that if the Employee is
terminated by Holding or its Subsidiary without Cause or if the Employee
terminates his employment with Holding or its Subsidiary for Good Reason (as
such term is defined in the Employee’s employment agreement), the ability of
Holding, CVC and OTPP and their respective affiliates to repurchase the Common
Stock shall be subject to the Employee’s prior consent.  For purposes of such Agreement, “Fair Market Value” shall mean, if no
Public Offering has occurred, the value of a share of Common Stock as
determined by the most recent annual valuation performed by an independent
valuation consultant or appraiser of recognized national standing selected by
the Board, and following a Public Offering, on any date of determination, shall
mean the average of the closing sales prices for a share of Common Stock as
reported on a national exchange for each of the ten business days preceding the
date of determination or the average of the last transaction prices for a share
of Common Stock as reported on a nationally recognized system of price
quotation for each of the ten business days preceding the date of
determination.  In the event that there
are no Common Stock transactions reported on such exchange or system on such
date, Fair Market Value shall mean the closing price on the immediately
preceding date on which Common Stock transactions were so reported.


 


5.             Termination
of Employment.


 


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


 


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


 


(c)           Other
Termination of Employment.  Unless
otherwise determined by the Committee, if the Employee’s employment with
Holding or any Subsidiary terminates for any reason other than (i) due
to death or Disability or (ii) for Cause, then any Options held by the
Employee which are exercisable at the date of the Employee’s termination of
employment shall be exercisable at any time up until the 90th day following the
Employee’s termination of employment (or, in the event that the Employee


 


4

















 


dies after
terminating his employment, but within the period during which the Options
would otherwise be exercisable hereunder, the 120th day after the date of the
Employee’s death) or the Normal Expiration Date of the Options, whichever
period is shorter, but any Options held by the Employee that are not then
exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


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


 


6.             Tax
Withholding.


 


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


 


7.             Nontransferability
of Awards.


 


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


 


8.             Beneficiary
Designation.


 


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


 


5

















 


9.             Adjustment
in Capitalization.


 


The aggregate number of shares of Common Stock
available under the Plan and subject to outstanding Option grants and the
respective prices and/or vesting criteria applicable to outstanding Options,
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Committee, any dividend payable in stock, stock split or
share combination of, or extraordinary cash dividend on, the Common Stock, or
any recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares affecting the Common Stock, or any
other similar event affecting the Common Stock.  All determinations and calculations required under this Section 9
shall be made in the sole discretion of the Committee.


 


10.           Requirements
of Law.


 


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


 


11.           No
Guarantee of Employment.


 


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


 


12.           No
Rights as Stockholder.


 


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


 


13.           Interpretation;
Construction.


 


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


 


6

















 


otherwise expressly provided in the Plan, in the event
of a conflict between any term of this Agreement and the terms of the Plan, the
terms of the Plan shall control.


 


14.           Amendments.


 


The Committee shall have the right, in its sole
discretion, to alter or amend this Agreement, from time to time, as provided in
the Plan in any manner for the purpose of promoting the objectives of the Plan,
provided that no such amendment shall in any manner adversely affect the
Employee’s rights under this Agreement without the Employee’s consent.  Subject to the preceding sentence, any
alteration or amendment of this Agreement by the Committee shall, upon adoption
thereof by the Committee, become and be binding and conclusive on the Employee
without requirement for the Employee’s consent or other action.  Holding shall give written notice to the
Employee of any such alteration or amendment of this Agreement as promptly as
practicable after the adoption thereof. 
This agreement may also be amended by a written agreement executed by
both Holding and the Employee.


 


15.           Miscellaneous.


 


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


 


(i)            if to Holding, to it at:


 


300 Galleria
Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


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


 


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


 


Citigroup Venture
Capital Equity 

Partners, L.P.

399 Park Avenue, 14th Floor




7

















 


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.


 


(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


 


8

















 


agreements
contained herein.  The waiver by either
party hereto of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any preceding or succeeding breach and no
failure by either party to exercise any right or privilege hereunder shall be
deemed a waiver of such party’s rights or privileges hereunder or shall be
deemed a waiver of such party’s rights to exercise the same at any subsequent
time or times hereunder.


 


(d)           Entire
Agreement. This Agreement, together with the Plan, is the entire agreement
of the parties with respect to the subject matter hereof and supersedes all other
prior agreements, understandings, documents, statements, representations and
warranties, oral or written, express or implied, between the parties hereto and
their respective affiliates, representatives and agents in respect of the
subject matter hereof.


 


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


 


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


 


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


 


9

















 


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


 


	
   

  	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  	
   

  
	
   

  	
   

  	
  Print Name: Douglas L. Abramson

  
	
   

  	
   

  	
  Title: Senior Vice President - Human Resources,

  
	
   

  	
   

  	
  General Counsel and Secretary

  
	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  
	
   

  	
  /s/
  Rakesh Gangwal

  	
   

  
	
   

  	
  Rakesh
  Gangwal

  



 


10

















 


SCHEDULE A


 


SERIES 1 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise
  Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 2.11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after
  Closing to 12 months after Closing

  	
   

  	
  $ 1.95

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 1.78

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 1.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 1.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 30 months after
  Closing to 36 months after Closing

  	
   

  	
  $ 1.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after
  Closing to 42 months after Closing

  	
   

  	
  $ 0.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after
  Closing to 48 months after Closing

  	
   

  	
  $ 0.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after
  Closing to 54 months after Closing

  	
   

  	
  $ 0.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after
  Closing to Normal Expiration Date

  	
   

  	
  $ 0.32

  	
   

  



 


 


SERIES 2 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise
  Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 7.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after Closing
  to 12 months after Closing

  	
   

  	
  $ 7.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 6.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 6.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 6.61

  	
   

  



 


11

















 


	
  From 30 months after Closing to 36 months after
  Closing

  	
   

  	
  $ 6.42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after
  Closing to 42 months after Closing

  	
   

  	
  $ 6.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after
  Closing to 48 months after Closing

  	
   

  	
  $ 6.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after
  Closing to 54 months after Closing

  	
   

  	
  $ 5.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after
  Closing to 60 months after Closing

  	
   

  	
  $ 5.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 60 months after
  Closing to Normal Expiration Date

  	
   

  	
  $ 5.29

  	
   

  



 


12