Exhibit
10.54


 


WORLDSPAN


 


Executive
Deferred Compensation Plan


 


WORLDSPAN, L.P. and WORLDSPAN
Administrative Services, Inc., collectively referred to as the “Employer,” hereby
adopt this Executive Deferred Compensation Plan effective as of January 9,
1998, for the benefit of certain selected management and highly compensated
employees:


 


1.                                      Definitions


 


Unless otherwise clearly apparent from the context,
the following terms shall have the indicated meanings under this Plan:


 


a)                                      “Account”
shall mean the bookkeeping account established in an Employee’s name for the
sole purpose of measuring the benefit payable to the Employee or the Employee’s
Beneficiary under those circumstances described in this Plan.


 


b)                                     “Account
Balance” shall mean, with respect to any Employee, the sum of the Employer
Contributions and Employee Deferrals for all years the Employee has
participated in this Plan, plus any Earnings on such amounts, but reduced for
any prior distributions to the Employee or the Employee’s Beneficiary.


 


c)                                      “Affiliate”
shall mean 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.


 


d)                                     “Beneficiary”
shall mean the person or persons entitled to receive any benefit payable under
this Plan following an employee’s death. 
Such Beneficiary shall be designated in accordance with paragraph 11.


 


e)                                      “Change
in Control” shall mean any event or series of events (whether or not connected)
as a result of which more than half (50%) of the equity interests in the
Employer become owned directly or indirectly by a person or persons other than
the persons who owned equity interests in the Employer as of January 1,
1998.  A Change in Control shall be
deemed to exist either if Affiliates of Delta Air Lines, Inc. (“Delta”),
Northwest Airlines, Inc. (“Northwest”), Trans World Airlines, Inc. (“TWA”), and
Abacus Distribution Systems Pte Ltd (“Abacus”) collectively no longer hold more
than fifty percent (50%) of the general partnership interest in WORLDSPAN, or
if WORLDSPAN (or a material portion of the assets of WORLDSPAN) is combined
with another entity of which Affiliates of Delta, Northwest, TWA, and Abacus
collectively do not hold more than fifty percent (50%) of the voting interests.


 

















 


f)                                        “Code”
shall mean the Internal Revenue Code of 1986, as it might be amended from time
to time, and shall be deemed to include regulations in effect thereunder and
other controlling regulatory authority.


 


g)                                     “Compensation”
shall mean the total remuneration paid to the Employee by the Employer for
services as an employee reportable on Treasury Form W-2 (or any comparable
successor form) for the applicable period; subject, however, to the following:


 


(1)                                  Excluded
Items.  In determining an Employee’s
Compensation there shall be excluded: (i) all expense reimbursements, moving
expense payments and other similar payments, and (ii) all noncash remuneration,
and (iii) third party sick pay (including short and long term disability
insurance benefits ), and (iv) income imputed from insurance coverages and
premiums or employee discounts and other similar amounts, and (v) the value of
stock options and stock appreciation rights (whether or not exercised) and
other similar amounts, and (vi) all foreign service allowances, station
allowances, foreign tax equalization payments and other similar payments, and
(vii) payment for vacation or sick leave accrued but not taken, and (viii)
final payments on account of termination of employment (i.e., severance
payments) and settlement for accrued but unused vacation and sick leave and
(ix) similar emoluments consistent with the foregoing.


 


(2)                                  Included
Items.  In determining an Employee’s
Compensation there shall be included elective contributions made by the
Employer on behalf of the Employee that are not includible in gross income
under Sections 125, 402(e)(3), 402(h), 403(b), 414(h)(2), and 457 of the Code
including elective contributions authorized by the Employee under a Retirement
Savings Agreement, a cafeteria plan or any other qualified cash or deferred
arrangement under Section 401(k) of the Code.


 


(3)                                  Pre-Participation
Employment.  Remuneration paid by the
Employer attributable to periods prior to the date the Employee became a
participant in the Plan shall not be taken into account in determining the
Employee’s Compensation.


 


(4)                                  Non-Recognized
Employment.  Remuneration paid by the
Employer for employment that is not Recognized Employment as defined in the
Worldspan Retirement Savings Plan shall not be taken into account in
determining an Employee’s Compensation.


 


(5)                                  Attribution
to Periods.  An Employee’s Compensation
shall be considered attributable to the period in which it is actually paid and
not when earned and accrued.


 


2

















 


(6)                                  Multiple
Employers.  If an Employee is employed
by more than one Employer in a Plan Year, a separate amount of Compensation
shall not be determined for each Employer.


 


h)                                     “Contributions”
shall mean the amount credited to an Employee’s Account under paragraph 2.


 


i)                                         “Deferrals”
shall mean any amount of an Employee’s Compensation he or she elects to defer
under paragraph 3.


 


j)                                         “Disability”
shall mean a disability resulting from bodily injury or disease that results in
benefits being paid from the Employer’s long-term disability plan.


 


k)                                      “Earnings”
shall mean any investment gains or losses credited to an Employee’s Account
under paragraph 4.


 


l)                                         “Employee”
shall mean any employee of the Employer who is within a select group of
management or highly compensated employees and who is selected by the Employer
for participation in this Plan.  For
this purpose, a person engaged by the employer who is not otherwise considered
an employee, including a director of the Employer, may be considered an employee
under this Plan if selected by the Employer.


 


m)                                   “Employer”
shall mean the organizations first named above which have adopted this Plan for
the benefit of selected Employees, or the Committee to which the responsibility
for the administration of the Plan has been delegated.  For all purposes other than administration
of the Plan, the term Employer shall also mean any delegate, affiliate, or
successor of WORLDSPAN, which has adopted this Plan.


 


n)                                     “Plan”
shall mean the WORLDSPAN Executive Deferred Compensation Plan, as herein set
forth and as here after amended from time to time.


 


o)                                     “Plan
Year” shall mean (select one):


 


ý                                    The
calendar year; or


o                                    The
12-month period ending on the last day of each
              .


 


2.                                      Contributions


 


For each Plan Year during which an Employee remains in
the employ of the Employer, the following Employer Contributions shall be
credited to the Employee’s Account (select one or more):


 


3

















 


ý                                    The
amount of Deferrals described in paragraph 3. 
Deferrals may be made on (check one or more):


 


ý                                    Compensation
up to 100% (100% if blank) of Compensation.


 


o                                    The
amount that would otherwise be contributed on the Employee’s behalf to all
qualified defined contribution plans maintained by the Employer, but which may
not be contributed to those plans because of (check one or more):


 


o                                    Section
415 of the Code,


 


o                                    The
limitation on compensation that can be considered under those plans imposed by
Section 401(a)(l7) of the Code.


 


o                                    The
amount determined by the Employer, in its sole discretion.


 


o                                    The
amount determined in accordance with the formula set forth in the attached
Exhibit A.


 


3.                                      Deferrals


 


(This paragraph 3 will apply only if the Employer has
selected the Deferrals in paragraph 2.) During the last 30 days of each Plan
Year, an Employee may elect to defer the receipt of any percentage or other
portion of the type of Compensation selected in section 2 above payable during
the following Plan Year, up to the limit specified in Section 2.  Such an election shall be made in writing,
on a form provided by the Employer.  Any
Deferral election with respect to the Employee’s Compensation may be revoked at
any time.  Following such revocation,
however, no new Deferral election may become effective until the first day of
the following Plan Year.  Unless and
until the Employee submits a new Deferral election in accordance with this
paragraph, any annual Deferral election shall remain in effect for all
succeeding Plan Years.  During the first
30 days after the adoption of this plan, a deferral election may be made with
respect to Compensation not yet earned for the remainder of the initial Plan
Year.


 


4.                                      Earnings


 


The Employer shall establish a program for the
investment of the Employees’ Accounts. 
Although the Employees may be consulted with respect to such
investments, the Employer reserves the right to invest the Employees’ Accounts
as it deems best.  As of each business
day, the Employer shall credit or debit each Employee’s Account with that
Employee’s proportionate share of any gains or losses resulting from the
Employer’s investment program.


 


4

















 


5.                                      Vesting


 


Unless a different vesting schedule is elected on an
Exhibit B to this Plan, Employees shall be fully vested in their Accounts at
all times.  Any vesting schedule shall
not apply to Deferrals, which shall be fully vested at all times.


 


6.                                      Distribution
from Account


 


An Employee shall be entitled to begin receiving
distributions from his or her Account upon the occurrence of the Employee’s
(select one or more):


 


ý                                    Disability.


ý                                    Termination
of employment with the Employer.


Attainment of age
       


ý                                    Other:  As
elected by the Employee


 


All distributions to an Employee shall be made in
accordance with the applicable provisions of paragraphs 7, 8, 9, and 10.  Any distribution election made by an
Employee shall be in writing, on a form provided by the Employer, and may apply
only to Contributions made on or after the date of the election if so provided
in the election form.  Any Contributions
and Earnings which become distributable in the absence of an Employee’s
election shall be distributed to the Employee in a single lump sum.


 


7.                                      Previously
Scheduled Distribution


 


a)                                      Enrolling
for the Distribution.  At the
time of initial enrollment in the Plan, each enrolling Employee shall have the
opportunity to elect to cause the Plan to make a scheduled distribution to the
Employee from the Account of a fixed dollar amount or percentage of Account
(not less than £2,000 nor more than 100%) as of a date designated by the
Employee in the initial enrollment which distribution shall be made as soon as
practicable after such date.


 


b)                                     Scheduled
Distribution.  As of the date
designated by the Employee in his or her initial enrollment, there shall be
distributed from the Account to the Employee such amount as the Employee shall
have elected to receive from the Account when the Employee initially
enrolled.  Notwithstanding the dollar amount
designated by the Employee in his or her initial enrollment, if a scheduled
distribution is required as of a certain date and the value of the portion of
the Account that would remain after making that distribution is less than Five
Thousand Dollars ($5,000), the entire Account shall be distributed.  In no event shall such scheduled
distributions occur after the death of the Employee or at any time when the
Employee is not an employee of the Employer.


 


8.                                      Form of
Distribution


 


Upon the occurrence of a disability, termination of
employment effective as to an Employee, or upon the occurrence of any other
distributable event, the Employer shall


 


5

















 


commence payment of such Employee’s Account (reduced
by the amount of any applicable payroll, withholding and other taxes) in the
form designated by the Employee in his or her initial enrollment.  An Employee shall not be required to make
application to receive payment.  Distribution
shall not be made to any Beneficiary, however, until such Beneficiary shall
have filed a written application for benefits in a form acceptable to the
Employer and such application shall have been approved by the Employer.


 


Distribution shall be made in whichever of the
following forms as the Employee shall have designated in writing at the time of
his or her initial enrollment (to the extent that such election is consistent
with the rules of this Plan):


 


a)                                      Term Certain
Installments to Employee.  If
the Distributee is an Employee and the Account at the termination of employment
is at least Twenty Five Thousand Dollars ($25,000), in a series of annual
installments payable over a period designated at the time of initial enrollment
by the Employee that does not exceed fifteen (15) years.


 


b)                                     Continued
Term Certain Installments to Beneficiary.  If the Distributee is a Beneficiary of a deceased employee and
distribution had commenced to the deceased Employee before his or her death in
installments as specified in paragraph (a) above, in a series of annual
installments payable over the remainder of the specified period.


 


c)                                      Lump Sum.  If the Distributee is an Employee, in a
single lump sum.  If the Distributee is
a Beneficiary of a deceased Employee and distribution had not commenced to the
deceased Employee before his or her death, in a single lump sum payment.


 


9.                                      Time of
Payment


 


Payment shall be made or commenced to an Employee in
accordance with the following rules:


 


a)                                      Termination
of Employment or Death. 
Payment shall be made or commenced as soon as administratively
practicable after the date of the Employee’s termination of employment or
death.


 


b)                                     Code §162(m)
Delay.  If the Employer
determines that delaying the time of 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.


 


6

















 


c)                                      Disability.  If an Employee becomes entitled to a
distribution from his or her Account due to Disability, payment shall be made
or commenced as soon as administratively practicable after the date that the
Employee becomes eligible for benefits under the Employer’s long term
disability plan.


 


10.                               Installments
and Default


 


Installment Amounts.  The amount of the annual installments shall
be determined by dividing the amount of the Account as of the date of which the
installment is being paid by the number of remaining installment payments to be
made (including the payment being determined).


 


Default. 
If for any reason an Employee shall have failed to make a timely written
designation of form for distribution (including reasons entirely beyond the
control of the Employee), the distribution shall be made in a single lump sum
as soon as administratively practicable after the Employee’s termination of
employment.  No spouse, former spouse,
Beneficiary or other person shall have any right to participate in the
Employee’s selection of a form of benefit.


 


11.                               Designation
of Beneficiary


 


An Employee shall designate one or more Beneficiaries,
some of whom may be contingent Beneficiaries. 
Any such Beneficiary designation shall be made in writing, on a form
provided by the Employer.  An Employee
may revoke any Beneficiary designation, and may designate a new primary or
contingent Beneficiary, at any time.  No
such revocation or new designation shall become effective, however, unless
executed by the Employee and received by the Employer during the Employee’s
lifetime.


 


In the absence of an effective Beneficiary
designation, an Employee’s Beneficiary shall be the person or persons in the
first of the following classes of successive preference Beneficiaries.  The Employee’s:


 


a)                                      Spouse;


 


b)                                     Descendants,
per stirpes;


 


c)                                      Surviving
Parent(s);


 


d)                                     Brothers
and sisters and their descendants per stirpes; or


 


e)                                      Estate.


 


12.                               Unfunded
Status


 


It is specifically intended that all Contributions,
Deferrals, and Earnings under the


 


7

















 


provisions of this Plan shall be “unfunded” for
purposes of both the Code and the Employee Retirement Income Security Act of
1974.  To that end, benefits payable
hereunder shall be paid exclusively from the Employer’s general assets.  An Employee shall have no claim, right,
security interest, or other interest in any fund, trust, account, insurance
contract, or other asset of the Employer which may be looked to for such
payment.  Rather, the Employee (or his
or her Beneficiary) shall be a general, unsecured creditor of the Employer.


 


13.                               Restrictions
on Alienation


 


No right or benefit under this Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, borrowing, encumbrance
or charge, and any attempt to anticipate, alienate, sell, assign, pledge,
borrow, encumber or charge the same shall be void.  Nor shall any right or benefit under this Plan be in any manner
liable for or subject to the debts, contracts, liabilities, or torts of an
Employee.


 


14.                               Amendment
and Termination


 


The Employer, acting through its Board or an officer
delegated in writing this authority by the Board, may amend or terminate the
Plan at any time prior to a Change in Control. 
No such amendment or termination of the Plan, however, shall reduce an
Employee’s Account earned as of the date of such amendment unless the Employee
so affected consents in writing to the amendment.  After a Change in Control, the Plan cannot be amended or
terminated (as applied to Employees who are Employees on the date of the Change
in Control) unless:


 


(a)                                  all
Accounts of all Employees as of the date of the Change in Control have been
paid, or


 


(b)                                 eighty
percent (80%) of all the Employees as of the date of the Change in Control give
written consent to such amendment or termination.


 


15.                               Change in
Control


 


An Employee shall not be required to exhaust available
administrative remedies in connection with litigation commenced after a Change
in Control.  If there is litigation
which is commenced after a Change in Control regarding the benefits payable to
or with respect to an Employee, determinations by the Employer shall not be
afforded any deference and the matter shall be heard de novo.  Upon the occurrence of a Change in Control,
the Plan administrative duties assigned herein to the Employer shall be
discharged by a disinterested person or entity appointed by the Employer, and
if there be no such person or entity or if eighty percent (80%) of the
Employees as of the date of the Change in Control agree in writing that the
person or entity appointed by the Employer is


 


8

















 


unacceptable to them, then any Employee may petition
the federal or state court for the appointment of a disinterested party to
assume those duties.


 


16.                               General
Provisions


 


a)                                      Employment
Relationship.  In no event shall an
Employee’s terms and conditions of employment be modified or in any way
affected by this Plan.


 


b)                                     Successors
and Assigns.  The provisions of this
Plan shall be binding upon the Employer and its successors and assigns, and
upon each Employee and his or her Beneficiary, assigns, heirs, executors and
administrators.


 


c)                                      Interpretation.  The Employer has full authority and
discretion to interpret the terms of this Plan.  Any such interpretation shall be binding on all Employees and
their Beneficiaries.


 


d)                                     Governing
Law.  Except to the extent preempted by
federal law, all questions arising with respect to this Agreement shall be
determined by reference to the laws of the state in which the Employer has its
principal place of business.


 


e)                                      Conflicts
of Interest.  If any person to whom
authority has been delegated or redelegated hereunder shall also be a
participant in the Plan, such participant shall have no authority with respect
to any matter specially affecting such participant’s individual interest
hereunder (as distinguished from the interests of all participants and
Beneficiaries or a broad class of participants and Beneficiaries), all such authority
being reserved exclusively to the other persons as the case may be, to the
exclusion of such participant, and such participant shall act only in such
participant’s individual capacity in connection with any such matter.


 


IN WITNESS WHEREOF, the Employer has caused this Deferred Compensation
Plan to be executed on its behalf as of this 29th day of June, 1998.


 


	
  Name Of Employer:

  	
   

  	
   

  	
  WORLDSPAN, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mike Buchman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer