Exhibit
10.12


 


CONSULTING
AGREEMENT


 


THIS CONSULTING AGREEMENT
(the “Agreement”) is entered into as of this 30th day of June, 2003, by and
between Worldspan, L.P., a Delaware limited partnership (“Worldspan”), and Paul
J. Blackney, an individual (the “Consultant”).


 


BACKGROUND


 


A.                                   Pursuant
to a Partnership Interest Purchase Agreement, dated as of March 3, 2003 (the
“Purchase Agreement”), by and among Travel Transaction Processing Corporation
(“TTPC”), Delta Air Lines, Inc., NWA Inc., American Airlines, Inc., NewCRS
Limited, Inc. and Worldspan, Worldspan has become an indirect wholly-owned
subsidiary of TTPC.


 


B.                                     Prior
to the date hereof, Consultant was the Chief Executive Officer of Worldspan
pursuant to an Employment Letter Agreement, dated March 8, 2001, between
Consultant and Worldspan, as amended by the letter to Consultant from
Worldspan, dated February 14, 2003 and the letter to Worldspan from Consultant,
dated February 26, 2003 (the “Employment Agreement”).


 


C.                                     Worldspan
and Consultant have entered into a Letter Agreement and Waiver Agreement, dated
June 30, 2003 (the “Severance and Waiver Agreement”), establishing Worldspan’s
obligations in connection with the termination of Consultant’s employment under
the Employment Agreement.


 


D.                                    Worldspan
desires to retain Consultant as an independent contractor to provide and render
certain services on the terms and conditions specified below.


 


E.                                      The
parties hereto now desire to enter into this Agreement, which contains the
terms and conditions pursuant to which Worldspan will engage Consultant as an
independent contractor.


 


TERMS


 


1.                                       Scope
of Services.  Subject to the terms
and conditions hereinafter provided, Worldspan engages Consultant to provide
services Worldspan shall reasonably request, such services to include, without
limitation:


 


a.                                       consulting
with and advising the Chief Executive Officer of Worldspan;


 


b.                                      speaking
at travel industry forums as agreed upon between Consultant and Worldspan; and


 


c.                                       participating
in sales calls as requested by Worldspan.


 

















 


2.                                       Extent
of Services.  During the Term (as
defined below), Consultant shall be available two (2) days per week (including
travel time) to perform his duties pursuant to this Agreement; provided,
that the Consultant shall be available at any additional time mutually agreed
upon by Worldspan and Consultant; provided, further, that
Consultant shall not be required to be available during any week that he has
provided Worldspan with prior written notice that he will be on vacation or at
any time during which he is ill. 
Consultant shall perform his services at a location or locations
mutually agreed upon by the parties hereto.


 


3.                                       Compensation.  As compensation for the services
contemplated hereby, Consultant shall receive during the Term an annual
retainer equal to one hundred and fifty thousand dollars ($150,000)  and
annual living expenses equal to sixty thousand dollars ($60,000), to be paid in
arrears in equal monthly installments in accordance with Worldspan’s standard
accounts payable procedures (“Monthly Compensation”); provided, that the
Monthly Compensation shall be pro-rated for any partial month that occurs
during the Term.


 


4.                                       Expense
Reimbursement.  During the Term,
Worldspan shall reimburse Consultant for all reasonable and itemized
out-of-pocket expenses incurred by Consultant in rendering services hereunder
in accordance with Worldspan’s standard policies and procedures.


 


5.                                       Acknowledgements.  Worldspan and Consultant acknowledge that:


 


a.                                       Consultant’s
responsibilities as chair of the Atlanta Region Arts Council should not
interfere with the performance of his duties hereunder;


 


b.                                      on
the date hereof, Consultant shall be elected as a member of the Board of
Directors of Worldspan (the “Worldspan Board”) to serve at the pleasure of the
partners of Worldspan, provided, that, if and to the extent permitted by
applicable law, Consultant’s participation in certain discussions and decisions
of the Board of Directors may be limited at the discretion of the Board of
Directors; and


 


c.                                       Worldspan
shall indemnify, defend and hold harmless the Consultant against all loss,
liability, damage or expense as set forth in Article 10 of Worldspan’s Seventh
Amended and Restated Agreement of Limited Partnership, dated as of June 30,
2003.


 


d.                                      The
Consultant, while a member of the Worldspan Board, shall at all times be
entitled to the same level of coverage of directors’ and officers’ liability
insurance as is being provided to each other Worldspan director.


 


6.                                       Term.  The term of this Agreement will begin on the
date hereof and, unless sooner terminated pursuant to Section 7 of this
Agreement, shall continue until June 30, 2004 (the “Initial Term”); provided,
that the Term shall be renewable upon the written agreement of both parties
(the “Renewal Term” and, collectively with the “Initial Term,” the “Term”).


 


2

















 


7.                                       Termination.


 


a.                                       The
Term may be terminated by either Worldspan or the Consultant at any time or for
any reason, as provided in this Section 7(a).  The Term shall terminate upon the earliest to occur of the
following:


 


(1)                                  the
close of business on the last day of the Term;


 


(2)                                  the
Consultant’s death;


 


(3)                                  delivery
by Worldspan to Consultant of a written notice of Worldspan’s election to
terminate Consultant’s services hereunder because of Consultant’s Disability
(as defined below);


 


(4)                                  during
the Initial Term, the close of business on the day on which Worldspan shall
have delivered written notice to Consultant of Worldspan’s election to
terminate Consultant’s services hereunder, which termination may be made with
or without Cause (as defined below); provided, that if Worldspan
terminates Consultant pursuant to this Section 7(a)(4) without Cause, Worldspan
shall pay Consultant the compensation required to be paid pursuant to Section 3
hereof until the end of the Initial Term;


 


(5)                                  during
any Renewal Term, the close of business on the day which is thirty (30) days
after the date on which Worldspan shall have delivered to Consultant written
notice of Worldspan’s election to terminate Consultant’s services hereunder,
which termination may be made with or without Cause; provided, that if
Worldspan terminates Consultant pursuant to this Section 7(a)(5) with Cause,
such termination may (at the option of Worldspan) be effective on an earlier
date; and


 


(6)                                  the
close of business on the day which is thirty (30) days after the date (or
earlier at the option of Worldspan) on which the Consultant shall have
delivered to Worldspan written notice of Consultant’s election to terminate his
services hereunder.


 


b.                                      For
purposes of this Agreement, “Disability” shall mean a mental or physical
incapacity that prevents or Worldspan reasonably expects will prevent
Consultant from performing his 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 the Consultant
shall have returned to the satisfactory full-time performance of his duties.


 


c.                                       For
purposes of this Agreement, “Cause” shall mean termination by Worldspan if
Consultant:  (i) is convicted of, pleads
guilty to, or confesses to any felony or any act of fraud, misappropriation,
embezzlement, or similar criminal act; (ii) has engaged in (x) dishonest,
unethical or unlawful conduct or activities to the damage or prejudice of
Worldspan or its reputation or (y) conduct or activities involving moral
turpitude damaging to the property,


 


3

















 


business or reputation of
Worldspan; or (iii) materially violates any material provision of this
Agreement, and such violation continues for ten (10) days after written notice
from Worldspan.


 


d.                                      Following
any termination of Consultant’s services hereunder, all obligations of
Worldspan under this Agreement (other than any obligations with respect to (i)
the payment of accrued and unpaid consulting fees, and expense reimbursement
under Sections 3 and 4 hereof through the date of Consultant’s termination
of services hereunder and (ii) indemnification under Section 5(c)) shall
terminate.


 


e.                                       Any
termination payments granted in this Section 7 shall be the sole and
exclusive compensation or benefit due to Consultant upon termination of
Consultant’s services.


 


8.                                       Termination
of Employment Agreement.  The terms
of the Employment Agreement shall be terminated and be of no further force or
effect.


 


9.                                       Expense
Reimbursement.  Consultant shall be
promptly reimbursed for the reasonable legal expenses incurred in connection
with the negotiation and execution of this Agreement in an amount not to exceed
ten thousand dollars ($10,000).


 


10.                                 Notices.  All notices required or permitted hereunder
shall be made in writing by hand-delivery, certified or registered first-class
mail, or air courier guaranteeing overnight delivery to the other party at the
following addresses:


 


 


If to Consultant:


 


Paul J. Blackney


3131
Slaton Drive N.W.


No.
35


Atlanta,
Georgia 30305


 


If to Worldpan:


 


Worldspan, L.P.


300 Galleria Parkway,
N.W.


Atlanta, Georgia 30339


Attention:  General Counsel


Fax:  770-563-7878


 


4

















 


with a copy to:


 


Dechert LLP


4000 Bell Atlantic Tower


1717 Arch Street


Philadelphia, PA  19103-2793


Attention:  Geraldine A. Sinatra, Esq.


Fax:  215-994-2222


 


or to such other person
or address as either party shall furnish to the other party in writing.


 


11.                                 Independent
Contractor.


 


a.                                       The
Consultant shall be an independent contractor and not an employee of
Worldspan.  Nothing contained herein
shall serve to constitute a relationship of partnership or joint venture
between the parties.  The Consultant
shall not be an agent of Worldspan and shall have no power to bind or to
otherwise obligate Worldspan in any manner whatsoever nor shall the Consultant
be authorized to enter into agreements or any other contractual relationships
on behalf of Worldspan, without the express prior written consent of Worldspan.


 


b.                                      Consultant
acknowledges, and agrees, that he will not be entitled to participate in, or
accrue any benefit under, any employee benefit plan, as defined by Section 3(3)
of ERISA, on account of the services rendered pursuant to this Agreement,
notwithstanding (i) any determination by any court or governmental agency that
Consultant is, or should be considered an employee of Worldspan or (ii) any
provision of any such employee benefit plan.


 


c.                                       In
addition, Consultant acknowledges and agrees that he is solely and exclusively
responsible for the payment of all federal, state and local taxes, whether
income, sales, excise or otherwise, imposed on the fees, living expenses or
other amounts paid hereunder, that Worldspan is not required to and will not
withhold or pay over any such taxes on his behalf, and that he will indemnify
and hold harmless Worldspan, its officers, directors, employees and affiliates
from and against any liability that any of them may incur by reason of
Consultant’s failure to properly and timely report all such payments and pay
all taxes due with respect to such payments.


 


12.                                 Severability.  If any term or provision of this Agreement
or the application thereof to any person or circumstance shall, to any extent,
be held invalid or unenforceable by a court of competent jurisdiction, the
remainder of this Agreement or the application of any such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted
by law.  If any of the provisions
contained in this Agreement shall for any reason be held to be excessively
broad as to duration, scope,


 


5

















 


activity or subject, it
shall be construed by limiting and reducing it, so as to be valid and
enforceable to the extent compatible with the applicable law or the
determination by a court of competent jurisdiction.


 


13.                                 Governing
Law.  The implementation and
interpretation of this Agreement shall be governed by and enforced in
accordance with the laws of the State of New York without giving effect to the
conflicts of law provisions thereof.


 


14.                                 Binding
Effect and Assignability.  The
rights and obligations of both parties under this Agreement shall inure to the
benefit of and shall be binding upon their heirs, successors and assigns.  Consultant’s rights and obligations under
this Agreement shall not, in any voluntary or involuntary manner, be assignable
and Consultant’s rights under this Agreement may not be pledged or hypothecated,
in each case without the prior written consent of Worldspan.


 


15.                                 Counterparts;
Section Headings.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same
instrument.  The section headings of
this Agreement are for convenience of reference only.


 


16.                                 Survival.   Notwithstanding the termination of this
Agreement or Consultant’s consultancy hereunder for any reason, Sections 5, 8,
13, 14, and 16 hereof shall survive any such termination.


 


17.                                 Entire
Agreement.  This instrument, along
with the Severance and Waiver Agreement, constitutes the entire agreement with
respect to the subject matter hereof between the parties hereto and replaces
and supersedes as of the date hereof any and all prior oral or written
agreements and understandings between the parties hereto, including the
Employment Agreement and the Letter, dated March 26, 2003, from TTPC and
acknowledged and agreed by Consultant. 
This Agreement may only be modified by an agreement in writing executed
by both Consultant and Worldspan.


 


6

















 


IN WITNESS WHEREOF, the parties have executed this
Consulting Agreement as of the day and year first written above.


 


	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
  By:

  	
  Travel Transaction
  Processing Corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
  Title: President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paul J. Blackney

  
	
   

  	
  Paul J. Blackney