Exhibit
10.36


 


Execution
Copy


 


RESTRICTED STOCK
SUBSCRIPTION AGREEMENT


 


RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of
September 22, 2003, between Travel Transaction Processing Corporation, a
Delaware corporation (“Holding”), and the purchaser whose name
appears on the signature page hereof (the “Purchaser”), pursuant to the Travel
Transaction Processing Corporation Stock Incentive Plan, as in effect and as
amended from time to time (the “Plan”).  Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan.


 


W  I
T  N  E  S  S  E  T  H:


 


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


 


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


 


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


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


 


1.                                       Purchase
and Sale of Shares.


 


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


 

















 


(b)                                 Consideration.  Subject to the terms and conditions of this
Agreement, the Purchaser shall deliver to Holding at the Closing referred to in
Section 2(a) hereof immediately available funds in an amount equal to the
aggregate purchase price for the Shares set forth on the signature page hereof
(the “Consideration”).


 


2.                                       Closing.


 


(a)                                  Time
and Place.  Except as otherwise
agreed by Holding and the Purchaser, the closing (the “Closing”) of the
transaction contemplated by this Agreement shall be held at the offices of
Holding, 300 Galleria Parkway, N.W., Atlanta, Georgia, on September 22,
2003 (the “Closing Date”).


 


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


 


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


 


3.                                       Restricted
Period.


 


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


 


(b)                                 Restricted
Period.  Except as otherwise
provided in Section 8 hereof, or in the Plan, the Restricted Period shall
lapse as to 20% of the Shares on each of the first five anniversaries of
August 31, 2003 (each such anniversary, the “Vesting Date” as to
the applicable 20% tranche of the Shares), which lapses shall be cumulative,
subject to the Purchaser’s continuous employment with Holding or its Subsidiary
from the Closing to such anniversary.


 


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


 


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4.                                       Repurchase
Option.


 


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


 


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


 


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


 


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


 


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to each other before and after such purchase (such
percentage calculated by treating all Shares as Common Stock) .


 


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


 


5.                                       Purchaser’s
Representations, Warranties and Covenants.


 


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


 


(b)                                 Legend.  The Purchaser acknowledges that the
certificate or certificates representing the Shares shall bear the following
legends or other appropriate legends:


 


(i)                                     “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNTIL REGISTERED UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IS
RECEIVED IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.”


 


(ii)                                  “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER
AND OTHER PROVISIONS OF A RESTRICTED STOCK SUBSCRIPTION AGREEMENT, DATED AS OF
JUNE 30, 2003; (B) THE PROVISIONS OF THE TRAVEL TRANSACTION
PROCESSING CORPORATION STOCK INCENTIVE PLAN, DATED AS OF JUNE 30, 2003  (THE
“INCENTIVE PLAN”); (C)   THE
PROVISIONS OF A


 


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STOCKHOLDERS AGREEMENT,
DATED AS OF JUNE 30, 2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF
THE ISSUER (THE “STOCKHOLDERS AGREEMENT”) AND (D) A REGISTRATION RIGHTS
AGREEMENT, DATED AS OF JUNE 30, 2003, AMONG THE ISSUER AND CERTAIN
STOCKHOLDERS OF THE ISSUER (THE “REGISTRATION RIGHTS AGREEMENT”) AND NEITHER
THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF THE RESTRICTED STOCK SUBSCRIPTION AGREEMENT,
THE INCENTIVE PLAN, THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
ISSUER.  NO TRANSFER OF SUCH SHARES WILL
BE MADE ON THE BOOKS OF THE ISSUER, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH PLAN AND
AGREEMENTS.”


 


(iii)                               “THE
ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.”


 


(c)                                  Securities
Law Matters.  The Purchaser
acknowledges receipt of advice from Holding that (i) the Shares have not
been registered under the Act or qualified under any state or foreign securities
or “blue sky” laws, (ii) it is not anticipated that there will be
any public market for the Shares, (iii) the Shares must be held
indefinitely and the Purchaser must continue to bear the economic risk of the
investment in the Shares unless the Shares are subsequently registered under
the Act and such state laws or an exemption from registration is available, (iv) Rule
144 promulgated under the Act (“Rule 144”) is not presently available
with respect to the sales of the Shares, and Holding has made no covenant to
make Rule 144 available, (v) when and if the Shares may be disposed
of without registration in reliance upon Rule 144, such disposition can be made
only in accordance with the terms and conditions of such Rule, the Plan, this
Agreement, the Stockholders Agreement and the Registration Rights Agreement, (vi) Holding
does not plan to file reports with the Commission or make public information
concerning Holding available unless required to do so by law or in connection
with its financing arrangements, (vii) if the exemption afforded by Rule
144 is not available, sales of the Shares may be difficult to effect because of
the absence of public information concerning Holding, (viii) a
restrictive legend in the form heretofore set forth shall be placed on the
certificates representing the Shares and (ix) a notation shall be
made in the appropriate records of Holding indicating that the Shares are
subject to restrictions on transfer set forth in Section 2.1 of the
Stockholders Agreement and, if Holding should in the future engage the services
of a stock transfer agent,


 


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appropriate stop-transfer restrictions will be issued
to such transfer agent with respect to the Shares.


 


(d)                                 Compliance
with Rule 144.  When and if the
Shares may be disposed of without registration in reliance upon Rule 144, the
Purchaser shall transmit to Holding an executed copy of Form 144 (if required
by Rule 144) no later than the time such form is required to be transmitted to
the Commission for filing and such other documentation as Holding may
reasonably require to assure compliance with Rule 144 in connection with such
disposition.


 


(e)                                  Ability
to Bear Risk.  The Purchaser
represents and warrants that (i) the financial situation of the
Purchaser is such that the Purchaser can afford to bear the economic risk of
holding the Shares for an indefinite period and (ii) the Purchaser
can afford to suffer the complete loss of the Purchaser’s investment in the
Shares.


 


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


 


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(g)                                 Due
Execution and Delivery.  The
Purchaser represents and warrants that (i) the Purchaser has duly
executed and delivered this Agreement, (ii) all actions required to
be taken by or on behalf of the Purchaser to authorize the Purchaser to execute,
deliver and perform the Purchaser’s obligations under this Agreement, the
Stockholders Agreement and the Registration Rights Agreement have been taken
and this Agreement constitutes and, upon execution thereof, the Stockholders
Agreement and the Registration Rights Agreement will constitute the Purchaser’s
legal, valid and binding obligations, enforceable against the Purchaser in
accordance with their respective terms, (iii) the execution and delivery
of this Agreement, the Stockholders Agreement and the Registration Rights
Agreement, and the consummation by the Purchaser of the transactions
contemplated hereby and thereby in the manner contemplated hereby and thereby
do not and will not conflict with, or result in a breach of any terms of, or
constitute a default under, any agreement or instrument or any statute, law,
rule or regulation, or any judgment, decree, writ, injunction, order or award
of any arbitrator, court or governmental authority which is applicable to the
Purchaser or by which the Purchaser or any material portion of the Purchaser’s
properties is bound, (iv) no consent, approval, authorization,
order, filing, registration or qualification of or with any court, governmental
authority or third person is required to be obtained by such Purchaser in
connection with the execution and delivery of this Agreement, the
Stockholders Agreement and the Registration Rights Agreement or the
performance of such Purchaser’s obligations hereunder or thereunder and (v)
such Purchaser is a resident of the state set forth below such Purchaser’s name
on the signature page hereof.


 


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


 


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


 


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


 


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Restricted Stock and shall be held by Holding, if the
Restricted Stock is being so held, unless otherwise determined by the
Committee.


 


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


 


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


 


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


 


10.                                 Miscellaneous.


 


(a)                                  Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
or express mail, return receipt requested, postage prepaid, or by any recognized
international equivalent of such mail delivery, to Holding, or the Purchaser,
as the case may be, at the following addresses or to such other address as
Holding or the Purchaser, as the case may be, shall specify by notice to the
others:


 


(i)                                     if
to Holding, to it at:


 


300 Galleria Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


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(ii)                                  if
to the Purchaser, to the Purchaser at the address as reflected in Holding’s
books and records.


 


All such notices and communications shall be deemed to
have been received on the date of delivery if delivered personally or on the
third business day after the mailing thereof.


 


(b)                                 Binding
Effect; Benefits.  This Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective successors and assigns. 
Except for the rights given to CVC and OTPP and their respective
affiliates in  Sections 4(a), 4(b), 4(c)
and 4(d), nothing in this Agreement, express or implied, is intended or shall
be construed to give any person other than the parties to this Agreement or
their respective successors or assigns any legal or equitable right, remedy or
claim under or in respect of any agreement or any provision contained herein.


 


(c)                                  Waiver.  Either party hereto may by written notice to
the other (i) extend the time for the performance of any of the
obligations or other actions of the other under this Agreement, (ii) waive
compliance with any of the conditions or covenants of the other contained in
this Agreement, and (iii) waive or modify performance of any of the
obligations of the other under this Agreement. 
Except as provided in the preceding sentence, no action taken pursuant
to this Agreement, including, without limitation, any investigation by or on
behalf of either party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties,
covenants or agreements contained herein. 
The waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by a party to exercise any right or privilege
hereunder shall be deemed a waiver of such party’s rights or privileges hereunder
or shall be deemed a waiver of such party’s rights to exercise the same at any
subsequent time or times hereunder.


 


(d)                                 Amendment.  This Agreement may be amended, modified or
supplemented only by a written agreement executed by the Purchaser and Holding
and, prior to a Public Offering, any amendment, modification or supplementation
to Sections 4(a), 4(b), 4(c) and 4(d) that adversely affects the rights of
either or both of CVC and OTPP thereunder must also be consented to by CVC
and/or OTPP, as applicable, in writing.


 


(e)                                  Entire
Agreement.  This Agreement, together
with the Plan, the Stockholders Agreement and the Registration Rights
Agreement, is the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other prior agreements, understandings,
documents, statements, representations and warranties, oral or written, express
or implied, between the parties hereto and their respective Subsidiaries,
representatives and agents in respect of the subject matter hereof.


 


(f)                                    Tax
Withholding.  Whenever any cash
payment is to be made hereunder, Holding or any Subsidiary shall have the power
to withhold, or require the Purchaser to remit to Holding or such Subsidiary,
an amount sufficient to satisfy federal, state, and local withholding


 


9

















 


tax requirements relating to such transaction, and
Holding or such Subsidiary may defer the payment of cash until such
requirements are satisfied.


 


(g)                                 Beneficiary
Designation.  The Purchaser may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under the Plan and this
Agreement is to be exercised in case of his death.  Each designation will revoke all prior designations by the
Purchaser, shall be in a form reasonably prescribed by the Committee, and will
be effective only when filed by the Purchaser in writing with the Committee
during his lifetime.  If no beneficiary
is named, or if a named beneficiary does not survive the Purchaser,
Section 11.2 of the Plan shall determine who may exercise the Purchaser’s
rights under the Plan.


 


(h)                                 No
Guarantee of Employment.  Nothing in
this Agreement shall interfere with or limit in any way the right of Holding or
any Subsidiary to terminate the Purchaser’s employment at any time, or confer
upon the Purchaser any right to continue in the employ of Holding or any
Subsidiary.


 


(i)                                     Applicable
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE
SPECIFICALLY AND MANDATORILY APPLIES.


 


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


 


(k)                                  Section and
Other Headings, etc.  The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


 


(l)                                     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.


 


[signature
page follows]


 


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IN WITNESS WHEREOF, Holding and the Purchaser have
executed this Agreement as of the date first above written.


 


	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Rakesh Gangwal

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael B. Parks

  	
   

  
	
   

  	
  Michael B. Parks

  
	
   

  	
   

  
	
   

  	
  State of Residence: 
  Georgia

  
	
   

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares

  of Common Stock to be

  Purchased:

  	
  120,000

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Purchase

  Price:

  	
  $38,297.87

  	
   

  
							



 


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