Exhibit
10.29


 


Execution Copy


 


RESTRICTED STOCK
SUBSCRIPTION AGREEMENT


 


RESTRICTED STOCK
SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, between Travel Transaction Processing Corporation,
a Delaware corporation (“Holding”),
and the purchaser whose name appears on the signature page hereof (the “Purchaser”), 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 same meanings given to such terms in the Plan.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Board
of Directors of Holding (the “Board”)
has adopted the Plan to provide officers and key employees of Holding and its
Subsidiaries with opportunities to purchase equity interests in Holding;


 


WHEREAS, the
Purchaser desires to subscribe for and purchase from Holding pursuant to the
Plan the aggregate number of shares of Holding’s Class A Common Stock, par
value $.01 per share (the “Common Stock”), set forth on the signature page hereof (each a “Share” and, collectively, the “Shares”), at a purchase price of $0.31914894  per share; and


 


WHEREAS, Holding
desires to sell the Shares to the Purchaser on the terms and subject to the
conditions set forth herein.


 


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


 


1.             Purchase
and Sale of Shares.


 


(a)           Purchase of Shares.  Subject to all of the terms and conditions
of this Agreement, the Purchaser hereby subscribes for and shall purchase, and
Holding shall sell to the Purchaser, the Shares at a purchase price of $0.31914894 per Share, at the Closing
provided for in Section 2(a) hereof, such Shares being issued pursuant to and
in accordance with the Plan.  The Plan
is incorporated herein by reference and made a part of this Agreement, and the
Purchaser hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all of the terms and conditions herein and therein.  To the extent any provision herein is
inconsistent with the Plan, the terms of the Plan shall apply.  Notwithstanding anything in this Agreement
to the contrary, Holding shall have no obligation to sell any Common Stock to (i) any
person who is not an employee of Holding or its Subsidiary at the time that
such Common Stock is to be sold or (ii) any


 

















 


person who is a resident of a jurisdiction in which the sale of Common
Stock to such person would constitute a violation of the securities, “blue sky”
or other laws of such jurisdiction.


 


(b)           Consideration.  Subject to the terms and conditions of this
Agreement, the Purchaser shall deliver to Holding at the Closing referred to in
Section 2(a) hereof immediately available funds in an amount equal to the
aggregate purchase price for the Shares set forth on the signature page hereof
(the “Consideration”), it
being understood that the Purchaser may use any bonus amounts payable to him
pursuant to his retention agreement, less all applicable tax withholding, in
satisfaction of the Consideration Amount.


 


2.             Closing.


 


(a)           Time and Place.  Except as otherwise agreed by Holding and
the Purchaser, the closing (the “Closing”)
of the transaction contemplated by this Agreement shall be held at the offices
of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York  at 10:00 a.m. (New York  time) on June 30, 2003 (the “Closing Date”).


 


(b)           Delivery by Holding.  At the Closing, Holding will deliver a stock
certificate registered in the Purchaser’s name and representing the Shares,
which certificate shall bear the legends set forth in Section 5(b), to the
Secretary of Holding, to be held in custody until the Restricted Period shall
have lapsed.


 


(c)           Delivery by the Purchaser.  At the Closing, the Purchaser will deliver
to Holding the consideration referred to in Section 1(b) hereof and a duly
executed and undated instrument of transfer or assignment in blank.


 


3.             Restricted
Period.


 


(a)           Generally.  All Shares received by the Purchaser under
this Agreement are subject to the restrictions contained herein and as provided
under the Plan, and, so long as the Shares are subject to such restrictions,
are referred to herein and therein as “Restricted
Stock.”  The Restricted
Stock shall be subject to forfeiture by the Purchaser prior to the lapse of the
Restricted Period in accordance with the terms herein and in the Plan.  Except as provided in Section 11.1 of the
Plan, none of the Restricted Stock may be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered until the Restricted Period has ceased,
and then only in accordance with Section 2.1 of the Stockholders Agreement and
Section 5 of the Registration Rights Agreement.


 


(b)           Restricted Period.  Except as otherwise provided in Section 8
hereof, or in the Plan, the Restricted Period shall lapse as to 20% of the
Shares on each of the first five anniversaries of the Closing (each such
anniversary, the “Vesting Date”
as


 


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to the applicable 20% tranche of the Shares), which lapses shall be
cumulative, subject to the Purchaser’s continuous employment with Holding or
its Subsidiary from the Closing to such anniversary.


 


(c)           Committee Discretion.  Notwithstanding any other provisions of this
Agreement, the Committee shall be authorized in its discretion, based upon its
review and evaluation of the performance of the Purchaser and of Holding, to
accelerate the vesting of any Restricted Stock under this Agreement, at such
times (including, without limitation, following the Purchaser’s termination of
employment) and upon such terms and conditions as the Committee shall deem
advisable.


 


4.             Repurchase
Option.


 


(a)           Voluntary Resignation.  Unless otherwise determined by the Committee
at the time of purchase, upon the Purchaser’s Voluntary Resignation, Holding
and then CVC and OTPP and their respective affiliates (in accordance with the
procedures described in Section 4(d)) may (i) repurchase all or any
portion of the Restricted Stock then held by such Purchaser for which the
Restricted Period has not lapsed as of the date of termination for a cash
payment equal to the purchase price of such Restricted Stock to the Purchaser
and (ii) repurchase all or any portion of the Shares for which the
Restricted Period has lapsed for a cash payment equal to the Fair Market Value
of the Shares (or the portion thereof so purchased).


 


(b)           Termination for Cause. Unless
otherwise determined by the Committee at the time of purchase, upon termination
of the Purchaser’s employment by Holding or its Subsidiary for Cause, Holding
and then CVC and OTPP and their respective affiliates (in accordance with the
procedures described in Section 4(d)) may repurchase all or any portion of the
Shares then held by such Purchaser for a cash payment equal to the lesser of (x)
Fair Market Value of the Shares (or the portion thereof so purchased), and (y)
the Purchaser’s purchase price for the Shares.


 


(c)           Termination for Any Other Reason.  Unless otherwise determined by the Committee
at the time of purchase, upon any termination of the Purchaser’s employment
with Holding or its Subsidiary other than a termination for Cause or a
Voluntary Resignation, Holding and then CVC and OTPP and their respective
affiliates (in accordance with the procedures described in Section 4(d)) may (i)
repurchase all or any portion of the Restricted Stock then held by the
Purchaser for which the Restricted Period has not lapsed as of the date of
termination for a cash payment equal to the Purchaser’s purchase price of such
Restricted Stock plus interest accrued from the date of purchase at the 10-year
United States treasury rate and (ii) repurchase the Shares for which the
Restricted Period has lapsed for a cash payment equal to the Fair Market Value
of the Shares (or the portion thereof so purchased).


 


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(d)           Procedures for the Repurchase of
Shares.  Notwithstanding anything to
the contrary  contained herein, any
repurchase of Shares pursuant to this Section 4 shall not be effected prior to
the expiration of a period of, and the Fair Market Value shall be determined as
of a date, at least six months and one day from the date such Shares were
purchased by the Purchaser.  Holding
shall have an exclusive right to repurchase Shares until the First Repurchase
Date.  If Holding fails to repurchase
all of a terminated Participant’s Shares prior to the First Repurchase Date,
then Holding shall notify both CVC and OTPP within three business days after
the First Repurchase Date, and CVC and OTPP shall have an additional 30 days
from the First Repurchase Date to purchase such Participant’s Shares in such
proportions as each shall determine, provided that if CVC and OTPP cannot agree
on the proportion that each shall purchase, then each shall be entitled to purchase
that percentage of such terminated Participant’s Shares that will result in CVC
and OTPP owning the same percentage of Common Stock relative to each other
before and after such purchase (such percentage calculated by treating all
Shares as Common Stock) .


 


(e)           Use of Proceeds.  If Holding elects to repurchase any Shares
pursuant to this Section 4, Holding may apply the proceeds from such repurchase
to any and all outstanding obligations of the Purchaser due Holding or
guaranteed by Holding in respect of the Shares.


 


5.             Purchaser’s
Representations, Warranties and Covenants.


 


(a)           Investment Intention.  The Purchaser represents and warrants that
the Purchaser is acquiring the Shares solely for the Purchaser’s own account
for investment and not with a view to, or for sale in connection with, any
distribution thereof.  The Purchaser
agrees that the Purchaser 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), or any interest therein or any rights relating thereto, except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Act”),
all applicable state securities or “blue sky” laws, Section 2.1 of the
Stockholders Agreement and Section 5 of the Registration Rights Agreement.  The Purchaser further understands,
acknowledges and agrees that none of the Shares may be transferred, sold,
pledged, hypothecated or otherwise disposed of unless the provisions of Section
3 shall have been satisfied or have expired. 
Any attempt by the Purchaser, directly or indirectly, to offer,
transfer, sell, pledge, hypothecate or otherwise dispose of any Shares or any
interest therein, or any rights relating thereto, without complying with the
provisions of this Agreement, Section 2.1 of the Stockholders Agreement and
Section 5 of the Registration Rights Agreement, as such agreements shall be
amended from time to time, shall be void and of no effect.


 


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(b)           Legend.  The Purchaser acknowledges that the
certificate or 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 RESTRICTED
STOCK SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 30, 2003; (B) THE
PROVISIONS OF THE TRAVEL TRANSACTION PROCESSING CORPORATION STOCK INCENTIVE
PLAN, DATED AS OF JUNE 30, 2003  (THE
“INCENTIVE PLAN”); (C)  
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 (D) A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE
30, 2003, AMONG THE ISSUER AND CERTAIN 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 RESTRICTED STOCK SUBSCRIPTION AGREEMENT, THE INCENTIVE PLAN, 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 PLAN AND
AGREEMENTS.”


 


(iii)          “THE ISSUER WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE,


 


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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 Purchaser acknowledges receipt of advice
from Holding that (i) the Shares have not been registered under the 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 Purchaser must continue to bear
the economic risk of the investment in the Shares unless the Shares are
subsequently registered under the Act and such state laws or an exemption from
registration is available, (iv) Rule 144 promulgated under the 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, the Plan, 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.


 


(d)           Compliance with Rule 144.  When and if the Shares may be disposed of
without registration in reliance upon Rule 144, the Purchaser 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 Purchaser represents and warrants that (i) the
financial situation of the Purchaser is such that the Purchaser can afford to
bear the economic risk of holding the Shares for an indefinite period and (ii) the
Purchaser can afford to suffer the complete loss of the Purchaser’s investment
in the Shares.


 


(f)            Access to Information, etc.;
Sophistication; Lack of Reliance. 
The Purchaser represents and warrants that (i) the Purchaser has
carefully reviewed the materials furnished to the Purchaser in connection with
the transaction contemplated


 


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hereby, including, without limitation, the Plan and the other materials
furnished to the Purchaser in connection with the transactions contemplated
hereby, (ii) the Purchaser is familiar with the business and financial
condition, properties, operations and prospects of Holding and that the
Purchaser has been granted the opportunity to ask questions of, and receive
answers from, representatives of Holding concerning Holding and the terms and
conditions of the purchase of the Shares and to obtain any additional
information that the Purchaser deems necessary, (iii) the Purchaser’s
knowledge and experience in financial and business matters is such that the
Purchaser is capable of evaluating the merits and risk of the investment in the
Shares, (iv) the Purchaser has carefully reviewed the terms and
provisions of the Stockholders Agreement and Registration Rights Agreement and
has evaluated the restrictions and obligations contained therein, and (v)
the Purchaser is, and will be at the Closing, either (A) an officer or
employee of Holding or one of its subsidiaries or (B) an “Accredited
Investor” under Regulation D promulgated under the Act and agrees to furnish
such documents and to comply with such reasonable requests of Holding as may be
necessary to substantiate the Purchaser’s status as a qualifying investor in
connection with this private offering of Shares to the Purchaser.  In furtherance of the foregoing, the
Purchaser represents and warrants that (x) no representation or
warranty, express or implied, whether written or oral, as to the financial
condition, results of operations, prospects, properties or business of Holding
or as to the desirability or value of an investment in Holding has been made to
the Purchaser by or on behalf of Holding, except for those representations and
warranties contained in Section 9 and the Stockholders Agreement, (y)
the Purchaser has relied upon the Purchaser’s own independent appraisal and
investigation, and the advice of the Purchaser’s own counsel, tax advisors and
other advisors, regarding the risks of an investment in Holding and (z)
the Purchaser will continue to bear sole responsibility for making the
Purchaser’s own independent evaluation and monitoring of the risks of the
Purchaser’s investment in Holding.


 


(g)           Due Execution and Delivery.  The Purchaser represents and warrants that (i) the
Purchaser has duly executed and delivered this Agreement, (ii) all
actions required to be taken by or on behalf of the Purchaser to authorize the
Purchaser to execute, deliver and perform the Purchaser’s obligations under
this Agreement, the Stockholders Agreement and the Registration Rights
Agreement have been taken and this Agreement constitutes and, upon execution
thereof, the Stockholders Agreement and the Registration Rights Agreement will
constitute the Purchaser’s legal, valid and binding obligations, enforceable
against the Purchaser in accordance with their respective terms, (iii)
the execution and delivery of this Agreement, the Stockholders Agreement and
the Registration Rights Agreement, and the consummation by the Purchaser of the
transactions contemplated hereby and thereby in the manner contemplated hereby
and thereby do not and will not conflict with, or result in a breach of any
terms of, or constitute a default under, any agreement or instrument or any
statute, law, rule or regulation, or any judgment, decree, writ, injunction,
order or award of any arbitrator, court or governmental authority which is
applicable to the Purchaser or by which the


 


7

















 


Purchaser or any material portion of the Purchaser’s properties is
bound, (iv) no consent, approval, authorization, order, filing,
registration or qualification of or with any court, governmental authority or
third person is required to be obtained by such Purchaser in connection
with the execution and delivery of this Agreement, the Stockholders Agreement
and the Registration Rights Agreement or the performance of such
Purchaser’s obligations hereunder or thereunder and (v) such Purchaser
is a resident of the state set forth below such Purchaser’s name on the
signature page hereof.


 


(h)           Registration.  The Purchaser shall be entitled to the
rights and subject to the obligations created under the Registration Rights
Agreement.


 


(i)            Section 83(b) Election. The
Purchaser agrees to make an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares purchased
at such Closing within 20 days after the Closing and shall notify Holding that
such election has been made.  Purchaser
acknowledges that he will be solely responsible for any and all tax liabilities
payable by the Purchaser in connection with the Purchaser’s purchase and
receipt of the Shares or attributable to the Purchaser making such an election.


 


6.             The
Purchaser’s Rights with Respect to Restricted Stock.


 


(a)           Distributions.  Except as otherwise provided in this
Agreement or any other agreement entered into in respect of the Restricted
Stock, the Purchaser shall have, with respect to all shares of Restricted
Stock, all of the rights of a stockholder of Holding, including the right to
vote such Restricted Stock, the right to receive cash and other dividends, if
any, as may be declared on the Restricted Stock from time to time, and the
right to receive cash proceeds payable with respect to the Restricted Stock as
a result of any merger, reorganization, consolidation, or other corporate
transaction of Holding to the same extent as such cash proceeds are payable
with respect to other shares of the Common Stock.  Any securities issued to or received by the Purchaser with respect
to Restricted Stock as a result of a stock split, a dividend payable in stock,
a combination of shares or any other change or exchange of the Restricted Stock
for other securities, by reclassification, reorganization, distribution,
liquidation or otherwise shall have the same status and bear the same legend as
the Restricted Stock and shall be held by Holding, if the Restricted Stock is
being so held, unless otherwise determined by the Committee.


 


7.             Other
Rights and Obligations.  The
Purchaser shall be entitled to the rights and subject to the obligations
created under the Plan, the Registration Rights Agreement and the Stockholders
Agreement, each to the extent set forth therein.


 


8

















 


8.             Change
of Control.


 


(a)           Lapse of Restricted Period.  In the event of a Change in Control, the
Restricted Period shall lapse as to the remaining Restricted Stock subject to
the Restricted Period at the time of the Change in Control.


 


9.             Representations and Warranties
of Holding.  Holding represents and
warrants to the Purchaser that (i) Holding is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, (ii) the execution and delivery of this Agreement, the
Stockholders Agreement and the Registration Rights Agreement, the performance
of Holding’s obligations hereunder and thereunder and the consummation by it of
the transactions contemplated hereby and thereby have been duly and validly
authorized by all requisite corporate action on the part of Holding, (iii) this
Agreement has been duly and validly executed by Holding and constitutes, and
the Stockholders Agreement and the Registration Rights Agreement when executed
by Holding will constitute, the legal, valid and binding obligations of Holding
enforceable against it in accordance with their respective terms, except as the
same may be affected by bankruptcy, insolvency, moratorium or similar laws, or
by legal or equitable principles relating to or limiting the rights of
contracting parties generally and (iv) the Shares, when issued and
delivered in accordance with the terms hereof, will be duly authorized, validly
issued, fully paid and nonassessable, and free and clear of any liens or
encumbrances other than those created by the Purchaser or pursuant to this
Agreement, the Stockholders Agreement or the Registration Rights Agreement or
otherwise in connection with the transactions contemplated hereby and thereby.


 


10.           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
Purchaser, as the case may be, at the following addresses or to such other
address as Holding or the Purchaser, 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 Purchaser, to the Purchaser at the
address as reflected in Holding’s books and records.


 


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


 


Citigroup Venture Capital Equity 

Partners, L.P.

399 Park Avenue, 14th Floor

New York, New York  10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(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.  Except for the
rights given to CVC and OTPP and their respective affiliates in  Sections 4(a), 4(b), 4(c) and 4(d), 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


 


10

















 


performance of any of the obligations of the other under this
Agreement.  Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of either party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations, warranties, covenants or agreements contained herein.  The waiver by either party hereto of a
breach of any provision of this Agreement shall not operate or be construed as
a waiver of any preceding or succeeding breach and no failure by a 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)           Amendment.  This Agreement may be amended, modified or
supplemented only by a written agreement executed by the Purchaser and Holding
and, prior to a Public Offering, any amendment, modification or supplementation
to Sections 4(a), 4(b), 4(c) and 4(d) that adversely affects the rights of
either or both of CVC and OTPP thereunder must also be consented to by CVC
and/or OTPP, as applicable, in writing.


 


(e)           Entire Agreement.  This Agreement, together with the Plan, 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.


 


(f)            Tax Withholding.  Whenever any cash payment is to be made
hereunder, Holding or any Subsidiary shall have the power to withhold, or
require the Purchaser 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 the
payment of cash until such requirements are satisfied.


 


(g)           Beneficiary Designation.  The Purchaser 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 Purchaser, shall be in a form reasonably
prescribed by the Committee, and will be effective only when filed by the
Purchaser in writing with the Committee during his lifetime.  If no beneficiary is named, or if a named
beneficiary does not survive the Purchaser, Section 11.2 of the Plan shall
determine who may exercise the Purchaser’s rights under the Plan.


 


(h)           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


 


11

















 


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


 


(i)            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.


 


(j)            Survival.  Section 5 (relating to Purchaser’s
representations, warranties and covenants) and Section 9 (relating to Holding’s
representations and warranties) shall survive any termination of this
Agreement.


 


(k)           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.


 


(l)            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 Purchaser 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
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Dale Messick

  	
   

  
	
   

  	
  Dale
  Messick

  	
   

  
	
   

  	
  State of Residence:
  Georgia

  	
   

  
						



 


 


	
  Total Number of
  Shares of Common Stock to be Purchased:

  	
   

  	
  235,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Purchase
  Price:

  	
   

  	
  $

  	
  75,000

  	
   

  
					



 


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