Exhibit
10.19


 


February 20,
2001


 


Mr.  Mike Parks


c/o
Worldspan, L.P.


300
Galleria Parkway, N.W.


Atlanta,
Georgia  30339


 


Re:          Key Management Retention Program


 


Dear
Mike:


 


The establishment
and maintenance of a sound and vital management team is important to protecting
and enhancing the best interests of Worldspan. 
We have determined that additional steps should be taken to reinforce
and encourage the continued attention and dedication of certain members of
Worldspan’s management, including yourself.


 


Worldspan desires
to provide incentives to you in accordance with the terms of this letter
agreement (“Agreement”) to induce you to (i) remain with Worldspan; (ii)
achieve good individual and company performance; (iii) deliver key business
initiatives; and (iv) increase the value of Worldspan.  This Agreement supersedes and replaces the
letter agreement between you and Worldspan dated April 4, 1999, with the
one exception of the special travel program previously established for you.


 


1.             Definitions.  As used
in this Agreement, the terms set forth in Section 27 will have the
respective meanings specified in such Section. 
Other terms used in this Agreement are defined in the context in which
they are used and will have the respective meanings there indicated.


 


2.             Term
of Agreement.  This Agreement shall commence on the date
hereof and shall continue in effect until December 31, 2002; provided
commencing on January 1, 2003 and each January 1 thereafter, the term
of this Agreement shall automatically be extended for one (1) additional year
unless at least ninety (90) days prior to such January 1 dates, Worldspan
or you shall have given notice that it or you do not wish to extend this
Agreement; provided further, this Agreement shall continue in effect beyond the
term and until all obligations are complete if your termination or a
Change-in-Control shall have occurred during such term.


 


3.             Duties.  While
you are actively employed by Worldspan you shall faithfully, diligently,
lawfully, and ethically discharge your duties and responsibilities as an
officer and an employee, and shall:  (i)
use your best efforts to advance the interests of Worldspan and to implement
the policies and decisions of the Worldspan Board; (ii) devote your full and
exclusive business time, energy and skill to Worldspan, to the promotion of its
business and interests; (iii) not serve as an employee, officer, agent,
representative or consultant, or otherwise provide services for, or serve as a
member of the board of directors of, any other corporation or entity without
the prior written approval of the President and Chief Executive Officer of
Worldspan or the Worldspan Board; provided, you may be an officer with, and may
serve as a member of the board of directors of


 

















 


companies affiliated with Worldspan, and you may perform
unpaid services for charitable, educational, and similar organizations.


 


4.             Retention
and Performance Incentives.


 


(a)           EICP Enhancements.  (i) The
minimum, target and maximum levels of the short-term portion of your 2001 and 2002
EICP will be 32.5%, 65% and 130% respectively; (ii) the minimum, target and
maximum levels and other terms and conditions of the short-term portion of your
2001 and 2002 EICP shall not be less favorable, taken as a whole, than the 2000
levels, terms and conditions;  (iii) the
minimum, target and maximum levels of the long-term portion of your 2001 and
2002 EICP (payable in 2004 and 2005, and payable in 2005 and 2006,
respectively) are hereby increased to 22.5%,  45% and 90% respectively; (iv) the
calculation of your EICP payments shall be based on your Salary, as that term
is defined in Section 27; and (v) the provisions of this Agreement will
prevail over any less favorable terms in the standard EICP documentation.  Notwithstanding anything to the contrary:  (x) the minimum payment to you under the
short-term portion of your 2000 EICP will be not less than 40% of your Salary,
irrespective of Company performance; (y) the minimum payment to you under the
short-term portion of your 2001 and 2002 EICPs will be not less than 20% of
your Salary, irrespective of Company performance; and (z) the minimum payment
to you under the long-term portion of your 2001 and 2002 EICPs will be not less
than 20% of your Salary, irrespective of Company performance.  If you die on or after July 1 of any
particular calendar year while still employed by Worldspan, the short-term and
long-term portions of the EICP will be paid to your estate, at the levels paid
to other officers, prorated for the portion of year or EICP period which has
passed as of the date of your death.  If
you receive additional cash compensation for the performance of acting or
similar duties for more than six (6) months during a calendar year or EICP
period, your EICP payment for such calendar year or EICP period will be
calculated using your acting pay for the number of months you received such
acting pay and your base salary for all other months.


 


(b)           Success Fee.  Provided the applicable
condition is met, Worldspan will pay you one or the other (but not both) of the
following:


 


(i)            If a Change-in-Control occurs by
December 31, 2002 (or by June 30, 2003 for a Change-in-Control
transaction for which the definitive agreement was signed on or after
April 1, 2002), not later than seven (7) days after the closing of such,
Worldspan (or its successor, if applicable) will pay to you the amount of
$2,500,000; or


 


(ii)           If on or before December 31, 2002 (or by
June 20, 2003 for a transaction for which the definitive agreement was
signed on or after April 1, 2002), Worldspan acquires all or a substantial
portion of Amadeus, Sabre, or Galileo, Worldspan (or its successor) will pay
you the amount of $1,250,000.


 


This success fee
is payable even if your employment terminates as a result of the
Change-in-Control, and is in addition to amounts and benefits payable under
Section 7; provided, payment of this success fee would be in lieu of any
unpaid retention payments pursuant to Section 4(d).


 


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(c)           Lump Sum Bonus.  As previously agreed to in your
employment letter agreement dated April 4, 1999, Worldspan will pay you a
lump sum cash bonus equal to One Hundred Sixty-Four Thousand Dollars ($164,000)
no later than April 10, 2001, subject to your compliance with this Agreement.


 


(d)           June, 2002 Bonus.  If you
are employed by Worldspan or its successor on June 30, 2002 other than as
an Inactive Employee, and a Change-in-Control has not occurred on or before
that date, Worldspan will provide you with a lump sum cash payment of three hundred
percent (300%) of your Salary as of June 30, 2002.  One-half of this amount will be paid to you
no later than July 31, 2002 and the other one-half will be paid to you no
later than July 31, 2003 if you are still employed by Worldspan on the
date of the second payment.


 


5.             Employee
Benefits.


 


(a)           Applicable  Benefits.  You will be
eligible to participate in the 401(k) Plan, Pension Plan, Health Plan,
Short-Term and Long-Term Disability Plan for Employees of Worldspan, L.P.,
Worldspan Executive Deferred Compensation Plan and Worldspan Retirement Benefit
Restoration Plan according to the terms and conditions of such plans.  You will also have the right to participate
in any other employee welfare and benefit programs maintained by Woridspan, in
accordance with the terms and conditions of such employee programs applicable
to officers, to the extent prescribed for the position then held by you as set
forth in such programs or in the resolutions of the Worldspan Board
establishing such programs.


 


(b)           Vacation and Time Off.  As of
the Effective Date, you will be eligible for five (5) weeks of vacation as well
as three (3) personal option days per year which may be used at your reasonable
discretion, subject to Worldspan’ s operational requirements.  You will be eligible for six (6) weeks of
vacation when permitted under Worldspan’s standard vacation policy with the
exception that Worldspan will consider August 1, 1981 as your seniority
date solely for purposes of determining your vacation schedule.  Upon the first anniversary of the Effective
Date, you will accrue vacation hours each pay period at the rate of 8.34 hours
per pay period, up to a maximum of ten (10) weeks of vacation.


 


(c)           Travel Clubs.  Worldspan will pay your annual
membership dues for participation in the Delta Crown Room, TWA Ambassador Club
and Northwest World Club.


 


(d)           Advance Degree Program. 
Worldspan will reimburse you for tuition, books, and other expenses
related to your enrollment in the preferred Master of Business Administration
advanced degree program at Duke University (or similar educational institution)
up to a total reimbursement of Ninety-Five Thousand Dollars ($95,000).  Worldspan will provide you with paid
educational leave to enable you to attend the mandatory on-site courses for
this program.  If you terminate
employment with Worldspan other than for Good Reason within two (2) years after
either completion of the program or cessation of your studies, you will
reimburse Worldspan in an amount equal to the amount paid by Worldspan multiplied
by a fraction, the numerator of which is twenty-four (24) minus the number of
months following your completion of the program or cessation of your studies
and the denominator is twenty-four (24).


 


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(e)           IPO Incentives.  If Worldspan engages in an IPO
while you are employed by Worldspan, you will be treated no less favorably in
terms of prospective IPO equity opportunities than similarly situated senior
vice presidents.  The provision of these
non-qualified stock options shall be subject to the terms of the IPO as well as
all legal requirements.


 


6.             Change-in-Control
and EICP Payments.


 


(a)           Except as set forth in Section 6(b), in the event a
Change-in-Control occurs while you are employed by Worldspan other than as an
Inactive Employee, the short-term portion of the EICP shall be paid to you at
the maximum level (subject to Section 4(a)) and all of the unpaid
long-term portions of the EICP shall be paid to you at the greater of the
Forecasted Actual Levels or target levels (subject to Section 4(a)), in
each case, prorated for the portion of year or EICP period which has passed as
of the date of the Change-in-Control. 
The payments pursuant to this Section will be made within thirty
(30) days after the Change-in-Control unless your employment is terminated by
you other than for Good Reason or by Worldspan for Good Cause following the
Change-in-Control and before the due date of the payment in which event you
will not receive any payment hereunder.


 


(b)           If the Change-in-Control occurs during the first quarter of a calendar
year, your EICP payments will be paid pursuant to this Section 6(b) rather
than Section 6(a).  Subject to
Section 4(a), Worldspan will pay the short-term portion of the EICP for
the previous calendar year at the maximum level and all of the unpaid long-term
portions of the EICP in effect for you on the date of the Change-in-Control at
the greater of the Actual Forecasted Levels or target levels prorated for the
portion of each EICP period which has passed as of the date of the
Change-in-Control.  Worldspan will also
pay the short-term portion of the EICP for the year in which the
Change-in-Control occurs at the target level, prorated for the portion of the
EICP year which has passed as of the date of the Change-in-Control.  The payments pursuant to this
Section will be made within thirty (30) days after the Change-in-Control
unless your employment is terminated by you other than for Good Reason or by
Worldspan for Good Cause following the Change-in-Control and before the due
date of the payment in which event you will not receive any payment.


 


7.             Severance
Provisions.  If a termination notice is given pursuant to
Section 11, you shall be entitled to the items specified in subparagraphs
(a) through (l) below upon the termination of your employment within thirty
(30) days of the date of the termination notice unless such termination
is:  (i) because of your death, (ii)
because of your Total Disability, (iii) by Worldspan for Good Cause, or (iv) by
you other than for Good Reason.  In the
event your termination of employment is by you for Good Reason, you shall be
entitled to the items specified in subparagraphs (a) through (l) below (subject
to Section 12) only if your termination is within ninety (90) days of the
date the Good Reason occurs.  The items
in subparagraphs (a) through (l) below will not be paid to you if Worldspan
terminates your employment for Good Cause at any time, even after a termination
notice has already been given.


 


(a)           You will remain on the Worldspan payroll for one (1) year following the
date specified in your termination notice, you will be paid an amount during
such year as an Inactive


 


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Employee at a rate equal to the greater of your Salary
as of the date you became an Inactive Employee or your base salary as of the
date of this Agreement, and you will continue to participate in Worldspan’s
Qualified Plans (or substitute nonqualified plans of equal value) as well as the
airline pleasure travel pass programs during such year but you shall not
participate in any long-term or short-term incentive payments or other bonus or
special arrangements and you will not accrue vacation or sick pay while on the
payroll as an Inactive Employee;


 


(b)           Worldspan shall pay as severance pay to you within thirty (30) days of
the date you become an Inactive Employee, an amount equal to two (2) times the
sum of (i) your Salary as of the date you become an Inactive Employee or your
base salary as of the date of this Agreement, whichever is higher, plus (ii)
one hundred percent (100%) of the annual target level payment under the
short-term portion of the EICP applicable to you on the date you become an
Inactive Employee (subject to Section 4(a));


 


(c)           Worldspan shall pay you One Hundred Percent (100%) of the greater of (i)
the Forecasted Actual Level or (ii) the target level payment, under the
short-term portion of the EICP in effect for you on the date you become an
Inactive Employee, subject to Section 4(a), prorated for the portion of
the EICP plan year which has passed as of the date you become an Inactive
Employee, all to be paid within thirty (30) days of the date you become an
Inactive Employee;


 


(d)           Worldspan shall pay you One Hundred Percent (100%) of the greater of the
(i) Forecasted Actual Levels or (ii) target levels, under all of the unpaid
long-term portions of the EICP in effect for you on the date you become an
Inactive Employee, subject to Section 4(a), prorated for the portion of
the EICP periods which have passed as of the date you become an Inactive
Employee, all to be paid within thirty (30) days of the date you become an
Inactive Employee;


 


(e)           If the termination occurs before all amounts in Section 4(d) are
fully paid, Worldspan shall pay you a pro rata portion of the amount set forth
in Section 4(d), the amount to be based on your Salary on the day you
become an Inactive Employee and further on the period of time between
January 1, 2001 and the day you become an Inactive Employee compared to
the period between January 1, 2001 and June 30, 2002;


 


(f)            Worldspan shall provide health and dental
benefits in accordance with Section 9;


 


(g)           Subject to your passing a standard medical physical performed by a
representative of Worldspan, Worldspan shall provide a Worldspan-paid term life
insurance policy in a face amount of three (3) times your annual Salary, not to
exceed One Million Dollars ($1,000,000), while you are an Inactive Employee and
for a period of two (2) years following the date you leave the payroll; said
policy will be convertible to an individual policy payable by you at the end of
such two (2) year period, in a face amount consistent with the foregoing and
declining with age;


 


(h)           Worldspan shall provide executive outplacement services with a total
value of up to Twenty-Five Thousand Dollars ($25,000) for two (2) years
following the date you become an


 


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Inactive Employee, said services to be provided by Drake
Beam Morin, Inc. or a similar outplacement firm selected by Worldspan;


 


(i)            You may retain Worldspan-owned equipment
(including but not limited to, personal computer, lap top computer, software,
printer and mobile phone, if applicable) used outside the office by you on the
date the termination notice is given;


 


(j)            In the event you have not used all of your
vacation by the date you become an Inactive Employee, Worldspan will pay you a
lump sum for all unused earned vacation within thirty (30) days of the date you
become an Inactive Employee;


 


(k)           If you qualify, Worldspan shall provide retiree pleasure travel passes in
accordance with Section 10;


 


(l)            For a two (2) year period following the date on
which you leave the payroll as an Inactive Employee ends, you and your eligible
participants shall be entitled to participate in a travel program on Delta,
Northwest, and TWA which is essentially the same as the program set forth in
Exhibit A, attached hereto.  If a
carrier is acquired by another carrier, the pass privileges set forth in this
section will apply only if the successor carrier agrees to allow such
travel; and


 


(m)          Until the earlier of two (2) years following the date of closing of a
Change-in-Control or July 31, 2003, Worldspan will provide you with the
relocation benefits set forth in Attachment B.


 


8.             Health
Coverage.  The health coverage referred to in
Section 7(f) shall be determined in accordance with this Section.  You may elect COBRA continuation coverage
(as set forth in the Health Plan) for a period of up to two (2) years following
the date you leave the payroll as an Inactive Employee.  Your cost for such coverage shall be equal
to the amount paid by active employees for similar coverage under the Health
Plan.  In the event you are within five
(5) years of Worldspan’s earliest retirement age under the Pension Plan as of
the date you leave the payroll, you may elect retiree medical coverage at any
time following the expiration of your COBRA benefits.  The retiree medical coverage will be similar, in Worldspan’s reasonable
judgment, to the coverage provided to other Worldspan retirees.  You will be required to pay the same cost
for this retiree coverage that is required of retiring employees who have the
actual years of service which you are deemed to have pursuant to
Section 8(a) and (b).


 


9.             Retiree
Pleasure Travel Passes.  Subject to Section 7 and in addition to
any other travel programs to which you are entitled, you will be eligible for
retiree passes in accordance with this Section.  You may elect retiree passes on one (1) of such airlines in
accordance with the retiree programs of those carriers for Worldspan employees
as those programs exist at the time of your retirement.  You understand and agree that your passes are
nontransferable, may not be exchanged for cash or other consideration and are
subject to all other terms and conditions imposed from time to time by the
applicable airline for Worldspan retirees.


 


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10.           Effect
of Termination on Account of Death. 
Good Cause or Total Disability.


 


(a)           If you die while an employee of Worldspan and a termination notice under
Section 11 has not been given prior to the date of your death, this
Agreement shall terminate at the day of your death and no benefits (other than
those benefits accrued and payable as of the date of your death) will be
payable to or with respect to you on account of this Agreement.  If you should die after a termination notice
under Section 11 has been given or subsequent to your Termination Date
while any amount is still payable to you hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your devisee, legatee or other designee or, if there be no such
designee, to your estate; such payment to be made in a lump sum within sixty
(60) days from the date of your death.


 


(b)           If Worldspan terminates your employment for Good Cause, Worldspan shall
pay you your full Salary through the Termination Date at the rate in effect at
the time notice of termination is given, plus any unused earned vacation but
none of the payments or benefits set forth in Sections 4, 5, 6, 7, 8, or
9.  The amounts payable under this
Section will be paid within thirty (30) days of your Termination Date and
Worldspan shall have no further obligation to you under this Agreement.


 


(c)           If your employment terminates on account of your Total Disability and a
termination notice under Section 11 has not been given prior to the date
of Total Disability, this Agreement shall terminate as of your Termination
Date.


 


11.           Notice
of Termination.


 


(a)           Any termination of your employment by Worldspan, and any termination by
you on account of Good Reason, shall be communicated by prompt written notice
of termination to the other party hereto. 
The notice of termination shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of your employment under the provisions so indicated.


 


(b)           You may request in writing an opinion from Worldspan of whether Worldspan
believes a proposed termination by you would be considered on account of Good
Reason as defined herein.  Such opinion
shall be provided to you in writing within twenty (20) days of your written
request and shall be binding on Worldspan.


 


12.           Taxes.


 


(a)           Except as otherwise provided herein, Worldspan will withhold from any
amounts payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or government regulation or ruling.


 


(b)           In the event any payments hereunder become subject to excise tax pursuant
to Section 4999 of the Internal Revenue Code of 1986, as amended, or
comparable state or local tax laws, Worldspan will pay you such additional
compensation as is necessary (after taking into


 


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account all federal, state and local income taxes
payable by you as a result of the receipt of such amounts) to place you in the
same after-tax position you would have been in had no such excise tax (or any
interest or penalties thereon) been paid or incurred.


 


13.           Mitigation
and Other Benefits.  You shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Agreement be reduced by any compensation earned by you as the result of
employment by another employer (subject to Section 18) after the
Termination Date or otherwise.  This
Agreement shall not diminish the vacation, retirement or welfare benefits to
which you are or will be entitled under the Worldspan vacation policy,
Executive Deferred Compensation Plan, Worldspan Benefit Restoration Plan,
401(k) Plan, Pension Plan, Health Plan and other tax qualified employee benefit
plans, as amended from time-to-time.


 


14.           Successors;
Binding Agreement.


 


(a)           This Agreement shall be binding upon Worldspan and any successors
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all, or substantially all, of the business and/or assets of Worldspan.


 


(b)           This Agreement shall inure to the benefit of and be enforceable by your
personal and legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.


 


15.           Notice.  Notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when hand delivered or mailed by
United States first class mail or similar mail service located outside the
United States addressed to the respective addresses set forth on the first page
of this Agreement or to such other address or person as either party may have
furnished to the other in writing in accordance herewith.  Notice of change of address shall be
effective only upon receipt.


 


16.           Non-Disparagement.  You
covenant and agree that you will not, during your employment with Worldspan,
while you are an Inactive Employee and for a period of twelve (12) months after
the date you leave the payroll, take any action or make any statement that
disparages or criticizes Worldspan, any of its Affiliates or its
successors.  Worldspan agrees that it
will not during your employment with Worldspan, while you are an Inactive
Employee and for a period of twelve (12) months after the Termination Date,
take any action or make any statement that disparages or criticizes you.


 


17.           Non-Solicitation.  You
covenant and agree that during your employment with Worldspan, while you are an
Inactive Employee and for a period of twelve (12) months after the date you
leave the payroll, you will not, directly or indirectly, solicit for
employment, attempt to employ, or affirmatively assist any entity other than
Worldspan in employing or soliciting for employment whether as an employee,
consultant or otherwise, any person at the manager level or above who is
employed by or a contractor to Worldspan or any successor entity.


 


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18.           Non-Compete. 
Worldspan provides to customers on a worldwide basis CRS Services,
Back-Office Subscriber Services, Airline Support Services, and Internal
Reservation Services (collectively, the “Business”).  You acknowledge that in your capacity as an Officer of Worldspan,
you have gained significant expertise and knowledge of Worldspan’s Business,
including, but not limited to, the operation of the Worldspan systems,
Worldspan’s international and domestic plans, the marketing of Worldspan’s CRS,
hosting and other services, Worldspan’s future plans and strategies, and the
relationships between Worldspan and its customers.  You agree that in order to adequately protect the legitimate
interests of Worldspan and its successor, it is essential that any non-compete
covenant cover Worldspan’s Business as defined herein.  You covenant and agree that you shall not,
without Worldspan’ s express written consent, while you are an employee of
Worldspan, while you are an Inactive Employee and for a period of twelve (12)
months following the date you leave the payroll, directly or indirectly render
consulting or advisory services to, or be a proprietor, officer, manager,
director, partner or employee in a decision-making, policy-setting, marketing
or planning capacity of the following businesses including their Affiliates and
successors (if and to the extent that your position with such Affiliate or
successor involves or includes activities included in the Business):  System One, Sabre, Galileo, Abacus, Amadeus,
Infini and EDS (only to the extent the EDS activities are similar to the
Worldspan Business).


 


19.           Non-Disclosure.  Except
as required by law, you covenant and agree not to divulge the terms of this
Agreement to anyone except your attorney, financial advisors, accountant or
your spouse, children, siblings, or parents. 
To the extent that you do divulge the terms of the Agreement to any such
person, you will advise them that they must not divulge the terms of this
Agreement.


 


20.           Severance
and Benefits Contingent.  You acknowledge and agree that your
eligibility to receive severance and other benefits under this Agreement is
subject to and contingent upon your keeping of the covenants in Sections 16,
17, 18, 19, and 20 and that any payments or benefits made to or conferred upon
you pursuant to this Agreement by virtue of your termination of employment will
be expressly conditioned upon execution by you of a mutual release agreement
substantially similar to the one attached hereto as Attachment C.  Worldspan and you covenant to sign such
release in accordance with the terms of such release.  If you breach any of the covenants in Sections 16, 17, 18, 19, or
20 Worldspan shall be entitled immediately to cease all severance and other rights,
privileges, and benefits hereunder, and Worldspan shall also have the right to
institute legal proceedings to prevent your further breach of such covenants
and/or seek the recovery of payments and damages.


 


21.           Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by you and the
Chief Executive Officer (or such other officer as may be specifically
designated by the Chief Executive Officer or Board of Worldspan).  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the time or
at any prior or subsequent time.  No
agreements or representations, oral


 


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or otherwise, expressed or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement; provided that Worldspan’s terms of employment,
general rules of conduct and policies and procedures as amended from time to
time shall continue to apply to you. 
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Georgia and you
irrevocably consent and submit (for purposes of this Agreement) to the
exclusive jurisdiction of the Courts of the State of Georgia and the United
States Federal Courts sifting in Georgia.


 


22.           Severability.  In the
event that any one or more of the provisions of this Agreement or any word,
phrase, clause, sentence or other portion thereof shall be deemed to be illegal
or unenforceable for any reason, such provision or portion thereof shall be
modified or deleted in such a manner as to make this Agreement as modified
legal and enforceable to the fullest extent permitted under applicable
laws.  The validity and enforceability
of the remaining provisions or portions thereof shall remain in full force and
effect.


 


23.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall take
effect as an original and all of which shall evidence one and the same
Agreement.


 


24.           Employment
Rights.  Nothing expressed or implied in this
Agreement shall create any right or duty on the part of Worldspan or you to
extend this Agreement or to have you continue as an employee of Worldspan.  You or Worldspan may terminate your employment
at any time with or without cause subject to the payment of any severance and
other benefits provided for in this Agreement.


 


25.           Legal
Fees.  In the event (a) Worldspan materially breaches this Agreement
without reasonable justification, (b) you are terminated by Worldspan other
than for Good Cause or Total Disability, or (c) you terminate your employment
for Good Reason, Worldspan shall reimburse you for all legal fees and expenses
reasonably incurred by you in seeking to obtain or enforce any right or benefit
provided by this Agreement and disputed by Worldspan so long as you are
ultimately successful, in any respect, in such enforcement.


 


26.           Definitions.  The
following words and phrases, when used in this Agreement, shall have the
meanings set forth below:


 


(a)           “Affiliate” means a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.


 


(b)           “Airline Served Affiliate” shall mean each Delta, Northwest and
TWA.


 


(c)           “Airline Served Affiliate Agreement” shall mean an agreement
between Worldspan and an Airline Served Affiliate for or involving Internal
Reservations Services and/or Airline Support Services.


 


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(d)           “Airline Support Services” shall mean, excluding CRS Services and
Internal Reservations Services, those services provided to any Airline Served
Affiliate pursuant to an Airline Served Affiliate Agreement and defined as such
therein.


 


(e)           “Back-Office Subscriber Services” shall mean the provision to
subscribers of:  (i) systems for
the collection, storage, processing and display of information concerning the
use of travel-related products and services, including, without limitation,
traveler profile records and travel and entertainment expense control systems;
and (ii) systems for operating, reporting, accounting, financial, management
and other internal functions.


 


(f)            “Change-in-Control’ shall be deemed to
exist either if Affiliates of Delta, Northwest, and/or TWA collectively no
longer hold more than fifty percent (50%)  of the voting interest in Worldspan or if
Worldspan (or a significant portion of the assets of Worldspan) is combined
with another entity of which Affiliates of Delta, Northwest, and/or TWA
collectively do not hold more than fifty percent (50%)  of the voting interests of
the combined entity.  Notwithstanding
any of the foregoing, an IPO of Worldspan shall not constitute a
“Change-in-Control”.


 


(g)           “Control,” “controlled,” and “under common control”
shall each mean the possession, directly or indirectly, of the power, whether
or not exercised, to direct or cause the direction of the management or
policies of any person, whether through ownership of voting securities,
partnership interest, equity, by contract or otherwise.


 


(h)           “CRS
Services” or “CRS” shall mean, excluding Internal Reservations
Services and Airline Support Services, respectively:  (i) the provision of systems for the collection, storage,
processing, display and distribution through communication networks of information
concerning industry alternatives for transportation, lodging and/or other
travel-related products and services of entities which enable subscribers or
users of automatic ticketing machines to: 
(1) reserve or otherwise confirm the use of such products and services;
(2) report or receive payment for or otherwise clear transactions regarding
such products and services; or (3) issue tickets for the acquisition or use of
such products and services; and (ii) any such system.


 


(i)            “Delta” means Delta Air Lines, Inc. and
its successors and assigns.


 


(j)            “EICP” means the Worldspan Executive
Incentive Compensation Program or any other short-term or long-term executive
incentive compensation plan maintained by Worldspan, as amended from time to
time.


 


(k)           “401(k) Plan” means the Worldspan Retirement Savings Plan, as
amended from time to time.


 


(l)            “Forecasted Actual Level” means the level
of the EICP determined by the President and Chief Executive Officer of
Worldspan or the head of the North American division of Worldspan’s successor
based on a good faith projection of year-to-date results to the end of the EICP
period.


 


11

















 


(m)          “Good Cause” means a termination by
Worldspan after any of the following: 
(i) you are convicted of, plead guilty to, or confess to any felony or
any act of fraud, misappropriation, embezzlement, or similar criminal act; (ii)
you have engaged in dishonest, unethical or unlawful conduct or activities to
the damage or prejudice of Worldspan or its reputation or in conduct or
activities involving moral turpitude damaging to the property, business or
reputation of Worldspan, or (iii) you materially violate any material provision
in this Agreement, and such violation continues for ten (10) days after written
notice from Worldspan.


 


(n)           “Good Reason” means a termination by you
based on:


 


(i)            A change in your position, duties,
responsibilities, line of reporting, status or title compared with those as of
the date hereof and as increased from time to time (excluding titles with
Worldspan’s Affiliates and excluding acting titles or duties) or any removal of
you from or any failure to re-elect you to such position, in each case except
in connection with the termination of your employment for Good Cause, Total
Disability, or as a result of your death; or


 


(ii)           A reduction by Worldspan in your base salary
(excluding additional cash compensation provided to you for the performance of
acting or similar duties if such reduction is made at the termination of such
duties) as in effect on the date hereof or as the same may be increased from
time-to-time; or


 


(iii)          A failure by Worldspan to continue either the
short-term portion or long-term portion of the EICP, as the same may be
modified from time-to-time, in a form no less favorable than the form as of the
date hereof (except in the event your compensation is increased to offset the
loss or reduction of any EICP benefit), or a failure by Worldspan to continue
you as a participant in the EICP on at least the present basis or to pay you
the amounts which you would be entitled to receive based on Worldspan’s
performance in accordance with the EICP and Section 4(a); or


 


(iv)          Worldspan’s requiring you to be based in a city
more than fifty (50)  miles from the city where you are based
as of the date hereof; provided, this shall not apply to required travel on
Worldspan’s business to an extent reasonably consistent with your present
business travel obligations, or in the event you consent to any such
relocation, the failure by Worldspan to pay (or reimburse you for) the
relocation benefits outlined in Schedule 1; or


 


(v)           The failure by Worldspan to continue in effect,
without comparable replacement or commensurate compensation, the Worldspan
Qualified Plans or the failure by Worldspan to provide you with a substantially
similar number of paid vacation days to which you are then entitled in
accordance with Worldspan’s normal vacation practices in effect on the date
hereof; or


 


12

















 


(vi)          A liquidation, dissolution, consolidation or
merger of Worldspan or transfer of all or substantially all of its assets,
unless a successor assumes Worldspan’ s obligations under the Agreement.


 


Notwithstanding
the foregoing and except in the event of a Change-in-Control, the short-term
portion of the EICP for 2003 and subsequent years and the long-term portion of
the EICP for 2003 and subsequent years shall be determined by Worldspan in its
sole discretion.  Any reasonable
difference in the objectives or activators in the EICP from one year to another
shall not constitute a “Good Reason”.


 


(o)           “Health Plan” means the Group Health Plan
for Employees’ of Worldspan, L.P., as amended from time to time.


 


(p)           “Inactive Employee” you will be considered
to be an Inactive Employee if you are terminated as an active employee and you
remain on the Worldspan payroll.


 


(q)           “Internal Reservations Services” shall
mean, excluding CRS Services and Airline Support Services, the provision to any
entity of systems for the collection, storage, processing, display and
distribution of information concerning the travel products or services of such
entity and, incidental therewith, air carriers or other travel suppliers, which
enable such entity or its customers to reserve and otherwise confirm the use of
such products or services, receive payment or otherwise clear transactions for
such products or services and issue tickets for the acquisition or use of such
products or services.


 


(r)            “IPO” means an initial public offering of
Worldspan.


 


(s)           “IPO Date” means the date of the initial
public offering of Worldspan.


 


(t)            “Northwest” means Northwest Airlines,
Inc.  and its successors and assigns.


 


(u)           ‘Pension Plan” means the Worldspan
Employees’ Pension Plan, as amended from time to time.


 


(v)           “Salary” means your annual base salary and
any additional cash compensation provided to you for the performance of acting
or similar duties.


 


(w)          “Termination Date” means (i) if your employment is terminated by
your death, the day of your death, (ii) if your employment is terminated for
Total Disability, ten (10) days after notice of termination is given by
Worldspan (provided that you shall not have returned in the performance of your
duties on a full-time basis during such ten (10) day period), (iii) if your
employment is terminated for Good Cause, the date specified in the notice of
termination, and (iv) if your employment is terminated for any other reason,
the date specified in the notice of termination (which date shall not be earlier
than the date of the notice).


 


13

















 


(x)            “Total Disability” is a mental or physical
incapacity that prevents you from performing your 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 you shall have returned to the. 
satisfactory full-time performance of your duties.


 


(y)           “TWA” means Trans World Airlines and its
successors and assigns.


 


(z)            “Worldspan” means Worldspan, L.P., its
subsidiaries, and any successors to its business and/or assets or which
otherwise become responsible for this Agreement by operation of law or
otherwise.


 


(aa)         “Worldspan’s Qualified Plans” mean the
401(k) Plan, Pension Plan and Health Plan but does not include any other
qualified, nonqualified, disability, or life plan maintained by Worldspan.


 


If this letter
correctly sets forth our agreement on the subject matter hereof, kindly sign
and return to me one copy of this letter within fifteen (15) days of the date
first set forth above, which will then constitute the agreement between
Worldspan and you on this subject.


 


	
  Sincerely,

  
	
   

  
	
  /s/  Paul Blackney

  	
   

  
	
   

  
	
  President and Chief
  Executive Officer

  
	
   

  
	
  Agreed to this 9th day
  of March, 2001

  
	
   

  
	
   

  
	
  /s/  Michael B. Parks

  	
   

  



 


14

















 


EXHIBIT A


 


SENIOR VICE
PRESIDENT TRAVEL PRIVILEGE PROGRAM


 


Worldspan is
pleased to welcome you to our Senior Vice President (“SVP”) pleasure travel
privilege program effective July 1, 2000 through June 30, 2001.


 


A.            PROGRAM OUTLINE


 


•              Number
of tickets:  Each SVP may obtain a total of twelve
round-trip confirmed tickets on the three partner airlines for his or her
personal use, of which no more than six can be used on any one airline.  In addition, each eligible family member
(spouse and dependent children as defined by each airline) of a SW may obtain a
total of twelve round-trip confirmed tickets on the three partner airlines, of
which no more than six can be used on any one airline.  If a SVP has no eligible family members
(spouse or dependent children), that person may obtain an additional twelve
round-trip confirmed tickets on the partner airlines, and may select up to two
persons on each carrier to use these twelve round trip tickets; however, no
more than six of these additional tickets may be used on any one airline.


 


•              Class
of Travel:  The SVP, spouse or an adult designated
traveler may travel in first class or coach on domestic flights.  Domestic locations are those determined by
each airline for pleasure travel. 
Dependent children and persons under the age of 21 selected as a
designated traveler must travel in coach both domestically and
internationally.  The SVP, spouse,
dependent children or a designated traveler may travel internationally (as
designated by each carrier) up to six times. 
One of the six trips can be in business class for the SVP, spouse, or an
adult designated traveler.  All other
international travel must be done in coach.


 


•              Ticket
Usage:  Use of these tickets does not require travel with the SVP.


 


•              Travel
Arrangements:  The SVP is responsible for making his or her
own travel arrangements through TRIP MANAGER , using the SVP’ s existing
profile, at the fares bookable for Worldspan business travel and pursuant to
all other terms and conditions of Worldspan business travel (e.g., no denied
boarding compensation, no frequent flyer miles, applicable dress code, conduct,
etc.).  In order to book reservations in
TRIP MANAGER for eligible family
members and/or designated travel companions, it will be necessary to create a
traveler profile for each person. 
Please follow the guidelines in section B on creating a new TRIP MANAGER profile.


 


•              Payment:  The SVP
must use his or her division’s American Express Business Travel Account
(BTA) for purchasing tickets.  Please do
not use your personal credit card or corporate American Express card normally
used for business travel.  No expense
reports will be submitted for this travel.


 


1

















 


•              Tracking
Usage:  The SVP is responsible for tracking the applicable travel done by
all eligible participants and must ensure that no one exceeds the authorized
allocation for this time period or violates any other rules.


 


•              Program
Violations:  Violation of any rules related to this
special privilege will result in applicable disciplinary action up to and
including loss of use of this program and termination of employment.


 


•              This
travel is in addition to the pass privileges already extended to Worldspan
employees.


 


•              This
travel privilege should be treated with confidentiality and discretion, like
any other compensation program.


 


•              This
travel privilege is at the discretion of the airlines and Worldspan and may be
canceled at any time by an airline or Worldspan without compensation.


 


Questions
regarding this program should be directed to Paul Sundberg at Ext.  7405. 
Questions related to the purchase of air tickets through TRIP MANAGER, or assistance in creating
a traveler profile should be directed to Barbara Briggs at Ext.  7815.


 


B.            CREATING PROFILES IN WSPTVL


 


In order to create the
new traveler profile for your spouse, dependent children or other designated
travel companion, please follow the steps/instructions noted below:


 


1.             At
the TRIP MANAGER Welcome Screen
type the following:


 


	
  COMPANY NAME:

  	
  WSPTVL

  
	
   

  	
   

  
	
  MEMBER LOGIN:

  	
  WSPAN (Initial creation of the new profile is the
  only time the word WSPAN will be used at the member login box)

  
	
   

  	
   

  
	
  PASSWORD:

  	
  Leave
  blank (this field is left blank upon initial creation of your profile.  Each subsequent access of TRIP MANAGER will require this field
  be populated with the password established when creating the profile)

  



 


2.             Click
on LOG ME IN!


 


The Personal Information
Page will be displayed.  Please complete
this page.  In the Login section of
the page please enter your member ID as your 4-digit numeric payroll
number followed by a dash and two letter number of 01, 02, 03, 04, 05,
etc.  If your employee number is less
than 4-digits, please precede with leading zeros.  (Example:  Employee ID
0099, profiles created for spouse, family members and/or designated travel
companions will be created with 0099-0 1, 0099-02, 0099-03, 0099-04, etc.)


 


2

















 


3.             Click
on CONTINUE


 


4.             Click
on FINISH SETTING UP MY PROFILE


 


5.             The
menu that is then displayed is Personal Information, Credit Card Information,
Air Preferences, Car Preferences, Hotel Preferences, Reporting Information,
Travel Settings, Change Password.  Click
on each topic, completing the information then saving.


 


Once the family member
and/or designated travel companion profile is complete you will be ready to
begin booking reservations.


 


3

















 


EXHIBIT B


 


OUTLINE OF
RELOCATION BENEFITS


 


•              Tax
Issues


•      WORLDSPAN will
gross up the income (pay the tax obligation) relating to all nondeductible
moving expenses.


 


•              Home
Sale/Buyout Program


•      Corporate
Transfer Service (CTS) coordinates all phases of the home sale/buyout program
and closing.  Please discuss the home sale process
with CTS and review the Home Sale section of the Relocation Guidelines
before listing your home with a real estate broker.


•      Employee
selects two appraisers and an alternate from list provided.


•      Two appraisals
are ordered (and appropriate inspections). 
1f 2 appraisals are within 5%, they will be averaged together for
Appraised Value Offer.  (Otherwise, 3rd
is ordered and offer will be based on average of all three.)


•      60-day
acceptance period of Appraised Value Offer. 
During 60-day period, transferee may continue to market home for higher
price.


 


•              Home
Purchase Assistance


•      Employee is
requested to work with Corporate Transfer Service in the real estate broker/agent
selection process.


•      Reimbursement
of normal and ordinary buyer’s closing costs for your area are covered.  Loan origination fees are limited to one (1)
point, and no mortgage discount points/fees are covered.


 


•              Household
Goods Shipment and Storage of Belongings


•      Insurance,
packing, loading, transit and unpacking of household goods


•      Temporary
storage and insurance charges for up to 30 days, and warehouse handling and
delivery of these household belongings from the storage facility to residence


 


•              Miscellaneous
Allowance


•      $1,000 -
homeowner in old location (If primary residence is sold, otherwise, $500)


•      $500 - renter
in old location.


 


•              Homefinding


•      Expenses will
be reimbursed for up to 6  days (maximum of two trips).


•      2 round-trip
tickets for employee and 2 round-trip tickets for spouse


 


1

















 


•              Temporary
Living


•      Expenses will
be reimbursed for up to 60 days (not required to be contiguous).


•      4 round-trip
tickets for employee only while eligible for temporary living benefits.


 


•              Final
Move Expenses or Awaiting Household Goods Delivery


•      Maximum of
4-days expenses will be reimbursed for family’s en route and mileage to new
city and/or awaiting household goods delivery.


•      1 one-way
business ticket is authorized for each eligible family member for the move to
new city.


 


•              Wage
Protection During Relocation


•      Travel
Time:  1 work day only when air
transportation is utilized; or 1 work day for each 450 miles
or major fraction thereof (via most direct AAA route between old and new city)
if automobile
travel is utilized.


•      Time off in
excess of travel time days is subject to approved vacation, personal time off,
etc.


 


2

















 


EXHIBIT C


 


PERSONAL AND
CONFIDENTIAL


 


[Date]


 


 


[Name]


[Address]


[City, State, Zip]


 


Dear [Name]:


 


In
view of your termination of employment and in consideration of your execution
of this letter agreement (“Agreement”), Worldspan, L.P.  (“Worldspan”) [or its successor company]
will provide you with the following:


 


1.           Your
last day on the payroll as an inactive employee of Worldspan will be
                                            .


 


2.           Worldspan
will pay you the items specified in Section    of that certain
letter agreement dated    , 1999 between you and Worldspan
(“Letter Agreement”).  You acknowledge
and agree that your eligibility to receive these items is subject to and
contingent upon your keeping of the covenants contained in Paragraphs 4, 5, 6,
and 7 of this Agreement.  In the event
you breach such covenants, Worldspan shall have the right to institute legal
proceedings to prevent your further breach, cease payment of said amounts to
you, seek recovery of any portion of said amounts already paid, and/or seek
recovery of damages as set forth in Paragraph 8.


 


3.           All payroll deductions,
including the Worldspan Retirement Savings Plan deduction, will cease effective
                                            .


 


4.             As you know,
Worldspan provides to customers on a worldwide basis Computer Reservations
System (“CRS”) Services, Back-Office Subscriber Services, and Internal
Reservation Services (collectively, the “Business”) as such terms are or were
defined in the Letter Agreement.  You
acknowledge and agree that in your capacity as Vice President -
                ,
you have gained significant expertise, information and knowledge of Worldspan’s
Business, including, but not limited to, the operation of the Worldspan
systems, Worldspan’s international and domestic plans, the marketing of
Worldspan’s CRS, hosting and other services, Worldspan’s future plans and
strategies, the relationships between Worldspan and its customers.  You agree that in order to adequately
protect the legitimate interests of Worldspan and its successor, it is
essential that any non-compete covenant cover Worldspan’s Business as defined
herein.  In accordance with
Section    of that certain Letter Agreement, you covenant and
agree that you shall not, without Worldspan’s express written consent, while
you are an inactive employee and for a period of twelve (12) months from the
date set forth in Paragraph 1, directly or indirectly render consulting or
advisory services to, or be a proprietor, officer, manager, director, partner
or employee in a decision-making,


 


1

















 


policy-setting, marketing
or planning capacity of the following businesses including their affiliates and
successors (if and to the extent that your position with such affiliate or
successor involves or includes activities included in the Business):  System One, Sabre, Galileo, Abacus, Amadeus,
Infini and EDS (only to the extent the EDS activities are similar to Worldspan
Business).  For purposes of this
Section, the term “affiliate” shall not include an airline owner.


 


5.             You
covenant and agree that while you are an inactive employee and for a period of
twelve (12) months following the date set forth in Paragraph 1, you will not,
directly or indirectly, solicit for employment, attempt to employ, or
affirmatively assist any other entity in employing or soliciting for
employment, whether as an employee, consultant or otherwise, any person at the
manager level or above who is employed by or a contractor to Worldspan or any
successor entity.


 


6.             You
covenant and agree while you are an inactive employee and for a period of
twelve (12) months following the date set forth in Paragraph 1, you will not
directly or indirectly use or disclose, except as authorized in writing by
Worldspan, any information about Worldspan, Worldspan’s owners, the airline
affiliates of Worldspan’s owners, or any entity controlled by Worldspan that
you may have or acquire during your employment with Worldspan.  These rights of Worldspan are in addition to
all rights Worldspan has under the common law and under the Georgia Trade
Secrets Act of 1990, as said Act may be amended from time to time, or other
applicable state law, for protection of trade secrets.


 


7.             You
covenant and agree that you will not, while you are an inactive employee and
for a period of twelve (12) months after the date set forth in Paragraph 1,
take any action or make any statement that disparages or criticizes Worldspan,
any of its affiliates or its successors. 
Worldspan agrees that it will not, while you are an inactive employee
and for a period of twelve (12) months after the date set forth in Paragraph 1,
take any action or make any statement that disparages or criticizes you.


 


8.             Paragraphs
4, 5, 6, 7and 9 are separate and independent covenants, and the invalidity or
unenforceability of one or more of these provisions or covenants shall not
affect the validity or enforceability of the remaining provisions or of the
other covenants of this Agreement. 
Further, if any provision of paragraphs 4, 5, 6, 7 or 9 is construed to
be in violation of any law, such provision shall be modified to achieve the
objectives of the applicable covenant to the maximum extent permitted by
law.  You agree that Worldspan will or
would suffer irreparable injury if you were to breach any of the provisions of
Paragraphs 4, 5,  6, 7 or 9 and that in the event of such violation,
Worldspan shall (in addition to all other rights and remedies available to it)
be entitled to an injunction restraining you from such breach and/or specific
performance of Paragraphs 4, 5, 6, or 7.


 


9.             In
consideration of all of the foregoing, you have agreed as follows:


 


A.            Except for a claim based on a breach of this
Agreement by Worldspan, you irrevocably and unconditionally settle, waive,
release, acquit and discharge any and all claims, demands, actions or causes of
action, known


 


2

















 


or
unknown, which you have against Worldspan, its partners, affiliates,
subsidiaries, directors, officers, agents and employees and you covenant not to
sue Worldspan, its partners, affiliates, subsidiaries, directors, officers,
agents and employees with respect to such claims, demands, actions or causes of
action.  You recognize that you are
giving up all claims, demands, actions and causes of action, which you now may
have, whether known or unknown, and whether specifically mentioned or not.  You specifically waive any claim or right to
assert that any cause of action or alleged cause of action or claim has been,
through oversight or error, intentionally or unintentionally omitted from this
Agreement.  You waive any right to seek
reinstatement or re-employment with Worldspan.


 


B.            You expressly acknowledge and agree that the
items referenced in Paragraph 2 above include consideration for the settlement,
waiver, release and discharge of and covenant not to sue with respect to any
and all claims or actions arising from your employment, or the terms and
conditions of your employment, including claims arising under the Fair Labor
Standards Act; claims of employment discrimination arising under Title VII of
the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the
Americans with Disabilities Act, or the Age Discrimination in Employment Act of
1967, as amended by the Older Workers Benefit Protection Act, wrongful
termination or any claim arising under express or implied contract, tort,
public policy, common law or any federal, state or local statute, ordinance,
regulation or constitutional provision.


 


C.            You acknowledge that this Agreement is being entered
into as a settlement and compromise of any claims and is not to be construed in
any manner as an admission of any liability on the part of Worldspan.


 


D.            You acknowledge that the only consideration for
signing this Agreement and all that you are ever to receive from Worldspan are
the terms stated herein and in the Letter Agreement, and that no other promises
or agreements of any kind have been made to you or with you by any person or
entity whatsoever to cause you to sign this Agreement.


 


E.             You covenant and agree not to divulge the terms
of this Agreement to anyone except your attorney, financial advisors,
accountant or your spouse, children, siblings, or parents.  To the extent that you do divulge the terms of
the Agreement to any such person, you will advise them that they must not
divulge the terms of this Agreement. 
This is a material provision of this Agreement.


 


In
the event this covenant of confidentiality is proven to have been breached by
you, Worldspan may seek all appropriate remedies.  You do hereby further agree to indemnify and save Worldspan
harmless from its costs, including attorney fees, necessitated by any breach by
you of this covenant of confidentiality.


 


3

















 


F.             You acknowledge that you have read and fully
understand all of the provisions of this Agreement and are entering into this
Agreement freely and voluntarily.  You
have been and are hereby advised to consult with an attorney prior to signing.  You acknowledge that you have been provided
a period of at least twenty-one (21) days within which to consider this
Agreement and consult with counsel and that if you have signed this Agreement
before the expiration of said twenty-one (21) day period that you have done so
knowingly and voluntarily.  In the event
you do not sign this Agreement upon or before the expiration of said twenty-one
(21) day period, the terms of this Agreement shall automatically
terminate.  You hereby acknowledge that,
for a period of seven (7) days following the date of execution of this
Agreement, you may revoke the Agreement and that this Agreement will not be
effective or enforceable until the revocation period expires.  You agree and understand that any revocation
shall be submitted to Worldspan in writing and accompanied by return of any
portion of the amount referenced in Paragraph 2 and any other consideration
that you may have received from Worldspan with respect to this Agreement.


 


G.            This release does not affect your rights to
vested benefits under the Worldspan Retirement Savings Plan or the Worldspan
Employees’ Pension Plan.


 


10.           This
Agreement has been entered into in, and shall be governed by and construed
under the laws of, the State of Georgia. 
Worldspan and you consent to the exclusive jurisdiction of any local,
state or federal court located within the State of Georgia, and waive any
objection relating to improper venue or forum non conveniens to the conduct of
any proceeding in any such court.


 


11.           This
Agreement and the Letter Agreement constitute the entire agreement between you
and Worldspan and supersedes any oral communications, agreements and
understandings between you and Worldspan.


 


If this Agreement
accurately reflects our understanding, please sign the enclosed copy in the
space provided and return the same to me.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
  Read,
  Acknowledged and Agreed to this
             day
  of       , 2001.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Signature

  



 


4

















 


March 13, 2001


 


 


Mr. Mike Parks


Senior Vice President
& General Manager


Worldwide Travel
Distribution


1806/HDQ


 


Dear Mike:


 


This letter confirms that, notwithstanding your new employment
agreement dated February 20, 2001, the travel program we made available to
you pursuant to our original arrangement remains intact.  A copy of that program is attached hereto as
Exhibit A.


 


	
  Regards,

  
	
   

  
	
  /s/ Douglas L. Abramson

  	
   

  
	
   

  
	
  DLA/bd

  
	
   

  
	
  Enc.

  



 

















 


Exhibit A


 


March 20, 2000


 


 


Mr. Michael B. Parks


21 Palace Gate


Apt. #3


London, W8 5LS


United Kingdom


 


Dear Mike:


 


Attached is a description of the pleasure travel program that you will
receive upon your employment with WORLDSPAN.


 


I look forward to your joining the WORLDSPAN team.


 


	
  Very truly yours,

  
	
   

  
	
  /s/ Paul J. Blackney

  	
   

  
	
   

  
	
  PJB/bd

  
	
   

  
	
  Enc.

  



 

















 


TRAVEL PROGRAM FOR MIKE
PARKS


 


The following travel program is effective as of the start of your
employment with WORLDSPAN and will continue until your termination of
employment, subject to changes that need to be made due to requests of the
involved airlines or to changes in WORLDSPAN’s policies.


 


•              You
and each eligible family member (spouse and dependent children) may obtain
confirmed tickets on each partner airline as set forth below.  If you have no eligible family members, a
traveler(s) designated by you will be entitled to the same privileges a spouse
would have been entitled to, subject to the terms specified below.


 


•              You
or your family member (or designated traveler, if applicable) may travel on an
unlimited basis in first or coach class (in each case, subject to availability)
on domestic flights of the three owner carriers.  You or your family member (or designated traveler, if applicable)
may also travel on up to eight first or coach class (or business class if first
class is not offered, and in each case, subject to seat availability)
international flights of each of the three owner carriers.  Domestic and international locations are
those determined by each airline for pleasure travel, and can vary from carrier
to carrier.


 


•              Travel
under this program by a designated companion does not require travel with
you.  You may name one designated
traveler for each owner airline, and you may designate one different person for
each airline.  The person is designated
for all privileges from that airline (i.e., you may not designate one person
for U.S.  privileges and another for
international privileges).  You may
change the designated traveler for each airline, but when you make a
designation for an airline, you may not change the designation before twelve
months have elapsed.


 


•              You
are responsible for making your and your fellow traveler’s travel arrangements
through Trip Manager at the fares bookable for WORLDSPAN business travel, and
pursuant to all other terms and conditions of WORLD SPAN business travel (e.g.,
no denied boarding compensation, no frequent flyer miles, applicable dress
code, conduct, etc.).  Other rules and
conditions may be imposed from time to time to this program by the applicable
airlines or by WORLDSPAN.


 


•              You
are responsible for tracking the applicable travel done by all eligible participants
and must ensure that no one exceeds their authorized allocation or violates any
other rules.


 


•              In
addition to the above program, WORLDSPAN will use best efforts to obtain for
you each year twelve “Family and Friends” passes on Delta and six “EEE” passes
on TWA.  WORLDSPAN will also use best
efforts to obtain similar passes on Northwest if Northwest elects to offer a
comparable program.


 


•              This
travel is in addition to the pass privileges already extended to WORLDSPAN
employees.


 


This travel privilege
should be treated with confidentiality and discretion both within WORLDSPAN