Exhibit
10.53


 


WORLDSPAN RETIREMENT
BENEFIT RESTORATION PLAN


 


ARTICLE ONE -
INTRODUCTION


 


1.01.        Establishment
of Plan.


 


The Board of WORLDSPAN, L.P. (the “Employer”) has
decided that it is in the best interest of the Employer to establish a
non-qualified retirement restoration plan for a select group of management or
highly compensated employees of the Employer. 
Accordingly, the Board has established the WORLDSPAN Retirement Benefit
Restoration Plan effective as of January 1, 1994 (the “Plan”).


 


This Plan is intended to be and shall be construed and
administered as an unfunded, non-qualified plan of deferred compensation
maintained by the Employer solely for the purpose of providing benefits for
certain employees in excess.  of the
limitations on compensation and benefits imposed by Sections 401(a)(17) and 415
of the Internal Revenue Code of 1986 (the “Code”).


 


1.02.        Incorporation
of Pension Plan.


 


The terms of the WORLDSPAN Employees’ Pension Plan, as
amended (the “Pension Plan”) are hereby incorporated in this Plan by
reference.  Unless otherwise indicated
herein or therein, the provisions of any future amendments to the Pension Plan
shall also be automatically incorporated in this Plan by reference.  Unless indicated otherwise, capitalized
terms used in this Plan shall have the meaning given those terms in the Pension
Plan.


 


ARTICLE TWO -
PARTICIPATION


 


2.01.        Eligibility.


 


The only persons who may participate in this Plan are
those select group of management or highly compensated employees of the
Employer who are named for participation herein in writing by the
Administrative Committee of the Pension Plan (“Committee”).  Such persons shall be deemed “Participants”
hereunder.


 


A Participant shall commence participation in this
Plan as of the first day of the month in which they are named for participation
and shall cease participation upon the later of termination of employment with
the Employer or the payment of all benefits due under the Plan.


 


2.02.        Specific Exclusion.


 


Notwithstanding anything apparently to the contrary in
this Plan or in any written


 

















 


communication, summary, resolution, document or oral
communication, no individual shall be a Participant in this Plan, develop
benefits under this Plan or be entitled to receive benefits under this Plan (either
for himself or herself or his or her survivors) unless such individual is a
member of a select group of management or highly compensated employees (as that
expression is used in the Employee Retiree Income Security Act) named to
participate herein.  If a court of
competent jurisdiction, any representative of the U.S. Department of Labor or
any other governmental, regulatory or similar body makes any direct or
indirect, formal or informal, determination that an individual is not a member
of a select group of management or highly compensated employees (as that
expression is used in ERISA), such individual shall not be (and shall be deemed
to never have been) a Participant in this Plan at any time.  If any individual not so defined has been
erroneously treated as a Participant in this Plan, upon discovery of such error
such individual’s erroneous participation shall immediately terminate ab
initio,
all benefits erroneously treated as having accrued for the individual shall be
immediately and irrevocably forfeited and the individual (or his or her
beneficiaries and estate) shall be obligated to repay any benefits previously
and erroneously paid.


 


ARTICLE THREE - ACCOUNT
BALANCE SUPPLEMENT


 


3.01.        Calculation of Supplement.


 


Each Participant who terminates employment with the
Employer and is Vested as defined by Section 3.04(a), shall be entitled to a
supplement (“Supplement”) equal to (a) minus (b), where


 


(a)           equals
one hundred ten percent (110%) of the value of the Participant’s Accrued
Benefit under the Pension Plan (or its equivalent under a similar definition
under any successor plan) as of the Participant’s date of termination of
employment with the Employer or any other date selected by the Committee;
determined under the Pension Plan as if the limitations under Code Sections 415
(limitations on benefits) and 401(a)(17) (limitation on compensation) were not
in effect; and


 


(b)           equals
the value of the Participant’s Accrued Benefit under the Pension Plan (or its
equivalent under a similar definition under any successor plan) as of the
Participant’s date of termination of employment with the Employer or any other
date selected by the Committee.


 


3.02.        Date and Manner of Payment.


 


The Supplement (minus the withholding, payroll and
other taxes which must be deducted therefrom) shall be paid to the Participant
in the normal form of benefit specified in the Pension Plan (or an actuarially
equivalent form selected by the Committee in its sole discretion) commencing
either (i) as soon as administratively practicable after the Participant’s
termination of employment, or (ii) on a date specified by the Committee.


 


2

















 


Notwithstanding the foregoing, payment of the
Supplement shall begin no later than April 1 of the year following the year in
which the Participant attains age 701⁄2.


 


3.03.        Spousal Benefit.


 


In the event the Participant dies prior to receiving a
Supplement under this Plan, the Committee shall pay a monthly benefit to the
Participant’s surviving spouse to whom the Participant was married for at least
one year ending on the date of death. 
This benefit will be equal to fifty percent (50%) of the Supplement that
would have been payable to the Participant if the Participant had terminated
employment on the day before his or her death but adjusted for any later
commencement under subparagraph (ii) of this Section in accordance with the
Pension Plan.  Payment of the spousal
benefit will commence either (i) as soon as administratively practicable after
the Participant’s death, or (ii) on a date specified by the Committee.


 


3.04.        Vesting and Loss of Supplement.


 


(a)           No
payments of any kind shall be made under this Plan to or for the benefit of a
Participant or his or her spouse if the Participant terminates employment for
any reason with the Employer (including death) prior to becoming “Vested”
hereunder.  For purposes of the Plan, a
Participant shall become Vested upon the earlier of (i) the date the
Participant obtains age sixty (60) and completes five (5) or more years of
Vesting Service, or (ii) the date specified by the Committee in its sole
discretion.


 


(b)           Notwithstanding
Section 3.04(a), any unpaid Supplement under this Plan shall be forfeited upon
the determination by the Employer that the Participant, either before or after
termination of employment:


 


(i)            has
engaged in a criminal or fraudulent activity resulting in harm to the Employer
or an affiliate of the Employer, or


 


(ii)           has
divulged any confidential information or trade secrets of the Employer or an
affiliate of the Employer, or


 


(iii)          has provided the Employer or affiliate of the
Employer with false reports concerning such Participant’s business interest or
employment, or


 


(iv)          has
made false representations which are relied upon by the Employer or an affiliate
of the Employer in furnishing information to an affiliate, partner, auditors or
any regulatory or governmental agency, or


 


(v)           has
maintained an undisclosed, unauthorized conflict of interest in the discharge
of the duties owed by such Participant to the Employer or an affiliate of the
Employer, or


 


3

















 


(vi)          has
engaged in reckless or grossly negligent activity toward the Employer or an
affiliate of the Employer which is admitted or judicially proven and which
results in harm to the Employer or an affiliate of the Employer, or


 


(vii)         has during his or her employment or within two
years after the termination of his employment, engaged in the employment or
self-employment with a competitor of the Employer within the geographical area
which is then serviced by the Employer.


 


(c)           If
a Participant disputes any determination of the Employer under this forfeiture
provision, such dispute shall be brought as a claim under the claims procedure
of this Plan.


 


3.05.        Manner of Payment.


 


Payments of the Supplement shall be made in cash in
U.S.  dollars.  The Employer may deduct from the Supplement any federal, state or
local taxes that may be due.


 


3.06.        Funding.


 


Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be construed to create
a trust for the purpose of assuring funds for the payment of any amounts
provided herein.  The amounts provided
by this Plan shall be paid from the Employer’s general assets or by such other
means as the Employer deems advisable. 
A Participant shall have no title to or beneficial interest in any
assets set aside or acquired by the Employer to fund its obligations hereunder
prior to its due date and to the extent a Participant acquires the right to
receive a payment from the Employer under this Plan, such right shall be no
greater than that of an unsecured general creditor of the Employer.


 


3.07.        Non-assignability.


 


No amount payable under this Plan may be assigned,
transferred, encumbered or subject to any legal process for the payment of any
claim against a Participant.


 


ARTICLE FOUR -
MISCELLANEOUS


 


4.01.        No Right to Continued Employment.


 


Nothing in this Plan shall be deemed to give any
Participant the right to be retained in the service of the Employer or to deny
the Employer any right it may have to discharge a Participant at any time.


 


4

















 


4.02.        Governing Law.


 


This Plan shall be governed by and construed in
accordance with the laws of the State of Georgia to the extent such laws are
not preempted by federal law.


 


4.03.        Successors and Assigns.


 


This Plan shall be binding upon the successors and
assigns of the parties hereto.


 


4.04.        Right to Amend and Terminate.


 


The Employer reserves the right to modify, alter,
amend, or terminate the Plan at any time and from time to time, without notice,
to any extent deemed advisable; provided, however, that no such amendment or
termination shall (without the written consent of the Participant, if living,
and if not, his spouse, if any) adversely affect any benefit under the Plan
which became payable with respect to the Participant or spouse as of the date
of such amendment or termination.


 


4.05.        Claims Procedure.


 


Any Participant or spouse may file a claim for
benefits under the Plan by following the claims procedure set forth in Section
8.4 of the Pension Plan.


 


4.06.        Interpretation.


 


The Employer through its delegate, the Committee,
shall have the sole authority and responsibility to interpret and construe the
Plan and to determine all factual and legal questions under the Plan, all in
its full and absolute discretion including but not limited to the entitlement
of employees, participants and beneficiaries and the amounts (if any) of their
respective benefits.


 


5

















 


IN WITNESS WHEREOF,
WORLDSPAN, L.P. has caused this Plan to be signed by its duly authorized
officers on the date shown below, but effective as of January 1, 1994.


 


	
   

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Calvin L.
  Rader

  
	
   

  	
   

  	
   

  	
  Calvin L. Rader, Chief Executive Officer,

  pursuant to a delegation of authority by

  the General Partners of WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  May 2, 1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Douglas L. Abramson

  	
   

  	
   

  	
   

  
	
  Douglas L. Abramson

  Vice President, General Counsel

  and Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:  

  	
  May 2, 1994

  	
   

  	
   

  	
   

  
								



 


6

















 


FIRST AMENDMENT

OF

WORLDSPAN

RETIREMENT BENEFIT RESTORATION PLAN


 


The “WORLDSPAN
RETIREMENT BENEFIT RESTORATION” (the “Plan Statement”) heretofore adopted by
WORLDSPAN, L.P., a Delaware limited partnership (the “Principal Sponsor”), is
hereby amended in the following respects:


 


1.             CALCULATION
OF SUPPLEMENT.  Effective as of January
1, 1998, Section 3.01(a) of the Plan Statement shall be amended to read in full
as follows:


 


(a)           equals
the amount which would have been payable under the formula and rules of the
Pension Plan (or its equivalent under a similar definition under any successor
plan) as of the Participant’s date of termination of employment with the
Employer or any other date selected by the Committee, but determined without
regard to the benefit limitations under section 415 of the Code, without regard
to the compensation limitation under section 401(a)(17) of the Code and
including, when it would otherwise have been paid, income deferred under any
nonqualified, unfunded, elective deferred compensation plan maintained by the
Employer; and


 


2.             ADDITIONAL
EMPLOYER. Effective as of January 1, 1998, a new Section 4.07 of the Plan
Statement shall be added to read in full as follows:


 


4.07         Additional Employer.

The term “Employer” as used in this Plan shall include WORLDSPAN Administrative
Services, Inc. for all purposes hereunder.


 


3.             SAVINGS
CLAUSE.  Save and except as hereinabove
expressly amended, the Plan Statement shall continue in full force and effect.


 


	
  February 5, 1998

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Buchman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive
  Officer

  
						



 

















 


SECOND AMENDMENT

OF

WORLDSPAN

RETIREMENT BENEFIT RESTORATION PLAN


 


The “WORLDSPAN RETIREMENT
BENEFIT RESTORATION” (the ‘Plan Statement”) heretofore adopted by Worldspan,
L.P., a Delaware general partnership (the “Principal Sponsor”), as heretofore
amended by a First Amendment is hereby amended in the following respects:


 


1.             CALCULATION
OF SUPPLEMENT.  Effective with respect
to each Participant who has a termination of employment on or after January 1,
2000, and for the express purpose of implementing certain promises of
supplemental benefits under individual agreements, Section 3.01(a) and Section
3.01(b) of the Plan Statement is amended to read in full as follows:


 


(a)           equals the amount which
would have been payable under the basic percent of compensation formula and
rules of the Pension Plan (or its equivalent under a similar definition under
any successor plan), exclusive of any benefits payable pursuant to a schedule
or similar arrangement, as of the Participant’s date of termination of
employment with the Employer or any other date selected by the Committee, but
determined:


 


(i)            without regard to the
benefit limitations under section 415 of the Code, and


 


(ii)           without regard to the
compensation limitation under section 401(a)(17) of the Code, and


 


(iii)          by including in
Recognized Compensation and Average Monthly Compensation (or their equivalents
under any successor plan), at the time it would otherwise have been paid,
income deferred under any nonqualified, unfunded, elective deferred
compensation plan maintained by the Employer (but only to the extent it would
have been included if it had been paid and not deferred); and


 


(iv)          by including in Vesting
Service, Benefit Service, Recognized Compensation, and Average Monthly
Compensation (or their equivalent terms under any successor plan) such periods
of time and such dollar amounts, if any, or by deeming the Participant to


 

















 


be such age as may be expressly agreed upon in writing
with the Participant in an agreement.


 


(b)           equals the amount
payable under the formula and rules of the Pension Plan (or its equivalent
under a similar definition under any successor plan), inclusive of any benefits
payable pursuant to a schedule or similar arrangement, as of the Participant’s
date of termination of employment with the Employer or any other date selected
by the Committee.


 


2.             DEDUCTIBILITY
OF PAYMENTS.  Effective as of January 1,
2000, Section 3.02 of the Plan Statement shall be amended by adding thereto the
following paragraph:


 


If the Employer determines that delaying the time the
initial payments are made or commenced would increase the probability that such
payments would be fully deductible for federal or state income tax purposes,
the Employer may unilaterally delay the time of the making or commencement of
payments for up to twenty-four (24) months after the date such payments would
otherwise be payable.


 


3.             SPOUSAL
BENEFIT.  Effective with respect to each
Participant who is actively employed by the Employer on or after January 1,
2001, the first sentence of Section 3.03 of the Plan Statement is amended to
read in full as follows:


 


In the event the Participant dies prior to receiving a
Supplement under this Plan, the Committee shall cause the Plan to pay a monthly
benefit to the Participant’s surviving spouse to whom the Participant was
married on the date of death.


 


4.             RABBI TRUST
AUTHORIZED.  Effective as of January 1,
2000, Section 3.06 of the Plan Statement shall be amended to read in full as
follows:


 


3.06         Funding.


 


Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be construed to create
a trust (other than a “rabbi trust” whose assets are available to the creditors
of the Employer in the event of bankruptcy or insolvency) for the purpose of
assuring funds for the payment of any amounts provided herein.  The amounts provided by this Plan shall be
paid from the Employer’s general assets, from a “rabbi trust” or by such other
means as the Employer deems advisable. 
A Participant shall have no title to or beneficial interest in any
assets set aside or acquired by the Employer to fund its obligations hereunder
prior to its due date and to the extent a Participant acquires the right to
receive a payment from the Employer under this Plan, such right shall be no
greater than that of an unsecured general creditor of the Employer.


 


2

















 


5.             COMPANY
NAME CHANGE.  Effective as of January 1,
2000, Section 4.07 is amended to read in full as follows:


 


4.07.        Additional Employer.


 


The term “Employer” as used in this Plan shall include
Worldspan Administrative Services LLC for all purposes hereunder.


 


6.             SAVINGS
CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement
shall continue in full force and effect.


 


3