Exhibit
10.13


 


Execution Copy


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement is dated as of 
June 30, 2003 (the “Agreement”),
and is between Travel Transaction Processing Corporation, a corporation
organized and existing under the laws of Delaware (“Holding”), Rakesh Gangwal (the “Executive”),
and as provided in Section 11(f), Worldspan, L.P., a limited partnership organized and
existing under the laws of Delaware (the “Company”).


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, commencing on the closing date of the Partnership
Interest Purchase Agreement, dated as of March 3, 2003 (the “Purchase Agreement”), Holding desires
that the Executive serve as Chairman of the Board of Directors of Holding (the
“Board”), and as the
President and Chief Executive Officer of the Company, and the Executive desires
to accept such positions, in each case, on the terms and conditions set forth
herein;


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is hereby agreed by and between Holding,
the Company and the Executive as follows:


 


1.          Agreement to Employ; No Conflicts.  Upon the terms and subject to the conditions
of this Agreement, the Company hereby agrees to employ the Executive, and the
Executive hereby accepts employment with the Company, in each case, as of the
closing date of the Purchase Agreement (the “Effective Date”). 
The Executive represents that (i) he is entering into this
Agreement voluntarily and that his employment hereunder and compliance with the
terms and conditions hereof will not conflict with or result in the breach by
him of any agreement to which he is a party or by which he may be bound, (ii)
he has not violated, and in connection with his employment with the Company
will not violate, any non-solicitation or other similar covenant or agreement
by which he is or may be bound and (iii) in connection with his
employment with the Company he will not use any confidential or proprietary
information he may have obtained in connection with employment with any prior
employer.


 


2.          Term; Positions and Responsibilities.  (a)  Term.  Unless the Executive’s employment shall
sooner terminate pursuant to Section 7, the Company shall employ the
Executive for a term commencing on the Effective Date, and continuing until the
fifth anniversary of the Effective Date. 
Thereafter, this Agreement will automatically renew


 

















 


for successive and consecutive additional one year periods following
the end of its initial term and any extended term, unless the Company or the
Executive gives the other party written notice at least 90 days prior to the
date the term hereof would otherwise renew that it or he does not want the term
to be so extended.  The period during
which the Executive is employed pursuant to this Agreement shall be referred to
as the “Employment Period.”


 


(b)         Position and Responsibilities.  During the Employment Period, the Executive
shall serve as President and Chief Executive Officer of the Company and
Chairman of the Holding Board.  The
Executive shall have such duties and responsibilities as are customarily
assigned to individuals serving in such position, and such other duties
consistent with the Executive’s title and position as the Board specifies from
time to time.  The Executive’s position and
responsibilities shall require him to spend a majority of his business time at
the Company’s headquarters located in Atlanta, Georgia, and/or traveling for
Company business.


 


(c)          Business Time.  During the Employment Period, the Executive
agrees to devote his full attention during normal business hours to the
business and affairs of the Company and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i)
time spent managing his personal, financial and legal affairs and serving on
corporate, civic or charitable boards or committees and other activities, in
each case only if and to the extent not substantially interfering with the
performance of his responsibilities hereunder, and (ii) periods of
vacation and sick leave to which he is entitled.


 


3.          Compensation. 
(a)  Base Salary.  As compensation for the services to be
performed by the Executive during the Employment Period, the Company shall pay
the Executive a base salary at an annualized rate of $500,000, payable in
installments on the Company’s regular payroll dates (but no less frequently
than monthly).  The Board shall review
the Executive’s base salary annually during the Employment Period and, in its
sole discretion, may increase such base salary from time to time.  The annual base salary payable to the
Executive under this Section 3(a), as the same may be increased from time
to time, shall hereinafter be referred to as the “Base Salary.”


 


(b)         Annual Bonus.  During the Employment Period, in addition to
the Base Salary, the Company shall pay the Executive an annual bonus of
$500,000.  The Board shall review the
Executive’s annual bonus annually during the Employment Period and, in its sole
discretion, may increase such annual bonus from time to time.  The annual bonus payable to the Executive
under this Section 3(b), as the same may be increased from time to time,
shall hereinafter be referred to as the “Annual
Bonus”.  The Annual Bonus
may be paid during the year and shall be paid in full no later than 30 days
following the year in which it is earned, unless electively deferred by the
Executive


 


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pursuant
to any deferral programs or arrangements that the Company may make available to
the Executive.  For calendar year 2003,
Executive’s Annual Bonus shall be pro rated and shall be equal to the Annual
Bonus multiplied by a fraction, the numerator of which is equal to the number of
days in such year the Executive was employed by the Company and the denominator
of which is 365.


 


(c)          Performance Bonus.  During the Employment Period, in addition to
the Base Salary and Annual Bonus, the Executive shall be afforded an annual
cash incentive bonus opportunity (the “Performance
Bonus”) with a target Performance Bonus equal to 100% of the sum
of the Executive’s Base Salary and Annual Bonus (the “Target Bonus”), which shall be payable
if the Company achieves 100% of the performance objectives established from
time to time by the Board or a committee thereof for the applicable period (the
“Bonus Targets”), provided
that if the actual performance of the Company for such period either exceeds or
does not meet 100% of the Bonus Targets, then the amount of the Performance
Bonus shall be adjusted positively or negatively according  to the tiers specified in Appendix A.  The Performance Bonus for Calendar year 2003
and any year thereafter in which the Executive’s employment terminates pursuant
to Section 2 shall be prorated to reflect the percentage of the year the
Executive was employed by the Company. 
The actual amount payable in any period in respect of the Performance
Bonus shall hereinafter be referred to as the “Incentive Bonus.” 
The Incentive Bonus shall be paid as soon as practicable following the
receipt by the Board of the Company’s audited financial statements for the year
it is earned or awarded, unless electively deferred by the Executive pursuant
to any deferral programs or arrangements that the Company may make available to
the Executive.


 


4.          Equity Arrangements.  (a)  Grant of Common
Stock.  On the Effective Date,
Holding shall grant the Executive 2,702,500 shares of the common stock of
Holding (the “Promote Shares”)
with an aggregate value equal to $862,500, provided that Holding shall not be
required to offer or grant the Promote Shares to the Executive at any time at
which making such an offer or granting the Promote Shares would violate any
applicable securities laws.  The terms
and conditions of the Executive’s acquisition of the Promote Shares, including,
but not limited to, the right of first offer of Holding and certain of its
stockholders with respect to the Promote Shares, the right of Holding and
certain of its stockholders to purchase the Promote Shares from the Executive
under certain circumstances, certain restrictions on the Executive’s ability to
transfer the Promote Shares and Holding’s payment to the Executive to cover
taxes associated with such acquisition, shall be set forth in (i) the
terms of a stock incentive plan that Holding will adopt (as amended from time
to time, the “Stock Incentive Plan”)
(ii) a restricted stock subscription agreement to be entered into by the
Executive and Holding, (iii) a stockholders’ agreement (as amended from
time to time, the “Stockholders Agreement”)
to be entered into by Citigroup Venture Capital Equity Partners, L.P., a
limited partnership organized under the laws of Delaware (“CVC”), Ontario Teachers’ Pension Plan
Board, a corporation without share capital organized under the laws of


 


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Ontario,
Canada (“OTPP”), the
Executive and certain other stockholders and (iv) a registration rights
agreement to be entered into by Holding, CVC, OTPP, and certain stockholders of
Holding, as it may be amended from time to time.  Copies of such agreements have been provided to the Executive.


 


(b)         Options.  The Executive shall receive a grant of
non-qualified options to purchase the common stock of Holding.  Each such option will be granted pursuant to
the terms of the Stock Incentive Plan and a stock option agreement to be
entered into by the Executive and Holding, a copy of each of which are attached
as Exhibit A and Exhibit B, respectively.


 


5.          Employee Benefits. 
During the Employment Period, the Executive (and, to the extent
applicable, his dependents) shall be entitled to participate in or be covered
under all medical benefit, hospitalization, group life insurance, long term
disability, and other employee welfare benefit plans that the Company provides
to other senior executives (collectively, “Group
Insurance Plans”).  The
Executive shall be entitled to participate in any qualified and non-qualified
pension plans including, but not limited to, the Worldspan Employees’ Pension
Plan and Worldspan Retirement Benefit Restoration Plan (or be provided benefits
equivalent to what he would receive under such plans as if such plan permitted
Executive’s participation therein as of the Effective Date), and deferred
compensation plans that the Company provides to other senior executives and
shall be given five years of pension service credit so that the Executive will
have accrued five years of pension service and be fully vested in the pension
benefit as of the date he commences employment with the Company.  For purposes of determining the Executive’s
pension benefit: (a) in lieu of any other period prescribed in the plans, if
the Executive’s employment terminates prior to the fifth anniversary of the
Effective Date, the Executive’s final average monthly compensation shall be
calculated based on the 60-consecutive month period immediately preceding
termination of employment, and if such termination occurs after the fifth
anniversary, the Executive’s final average monthly compensation shall be based
on the 60-consecutive month period which falls within the period beginning on
the Effective Date and ending on the date of termination of employment which
produces the highest average monthly compensation, (b) for purposes of
measuring the 60-month period with respect to termination of employment prior
to the fifth anniversary of the Effective Date, the Executive shall be deemed
to have been employed by Worldspan during the 60-month period immediately
preceding the Effective Date and to have received monthly compensation during
such period equal to one-twelfth of the sum of his initial Base Salary, Annual
Bonus and Target Bonus hereunder, and (c) for purposes of determining monthly
compensation with respect to each calendar year or portion thereof during the
Employment Period, the Executive’s monthly compensation shall be equal to (A)
the sum of the Base Salary, Annual Bonus and Incentive Compensation earned with
respect to such calendar year (without regard to when such amounts are paid or
are electively deferred) divided by 12 (or if fewer, the number of full months
of actual employment during such calendar year), provided, that for any
calendar


 


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year
with respect to which no Incentive Compensation has been paid as of the date of
termination of employment, the Executive shall be deemed to have earned
Incentive Compensation equal to the Target Bonus for such calendar year.


 


6.          Perquisites and Expenses.  (a)  General.  During the Employment Period, the Executive
shall be entitled to participate in any special benefit or perquisite program
generally available from time to time to senior officers of the Company on the
terms and conditions then prevailing under such program.


 


(b)         Business Travel, Lodging, etc.  The Company shall reimburse the Executive
for reasonable travel, lodging, meals, business-related entertainment, and
other reasonable expenses incurred by him in connection with his performance of
services hereunder upon submission of evidence, satisfactory to the Company, of
the incurrence and purpose of each such expense and otherwise in accordance
with the Company’s expense substantiation policy applicable to its senior
executives as in effect from time to time (the “Expense Policy”). 
Such expenses shall include but not be limited to travel to and from
Atlanta if the Executive resides elsewhere. 
To the extent Executive shall be obligated to pay any taxes with respect
to any payments received under this Section 6(b), the Company shall pay
Executive a Tax Gross Up (as defined in Section 11(g) below).


 


(c)          Automobile Allowance.  The Executive shall receive a monthly
automobile allowance equal to $1,500.


 


(d)         Vacation.  During the Employment Period, the Executive
shall be entitled to four weeks of paid vacation on an annualized basis with or
without carryover accumulation in accordance with the Company’s policy for its
senior executives as in effect from time to time.  The Executive shall be entitled to take sick leave in accordance
with the Company’s policy for its senior executives as in effect from time to
time.


 


(e)          Relocation Expenses and Housing
Allowance.  In the event the
Executive chooses to relocate to the Atlanta, Georgia area, the Company shall
reimburse the Executive for reasonable relocation expenses actually incurred in
connection with moving to Atlanta from the Washington, DC area and, at any time
up until twelve months after termination of employment, from Atlanta to the
Washington, DC area approved by the Board. Such relocation expenses shall be
reimbursed within 30 days following submission of evidence, satisfactory to the
Company, of the incurrence of each such expense and otherwise in accordance
with the Expense Policy.  For each and
every month during the Employment Period prior to the Executive’s relocation to
Atlanta, the Company shall provide the Executive with an amount the Board
determines to be a reasonable housing allowance sufficient to cover the
additional costs to the Executive of maintaining a residence in the Atlanta,
Georgia area (the “Housing Allowance”).  The Company shall pay a Tax Gross Up to the
Executive for any taxes to which he is subject


 


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as a
result of his receipt of the reimbursement of relocation expenses or the
Housing Allowance.


 


7.          Termination. 
(a)  Death and Disability.  Executive’s employment shall terminate
automatically upon the Executive’s death and may be terminated by the Company
following the Executive’s Disability. 
For purposes of this Agreement, “Disability”
shall mean any physical or mental ailment or incapacity, as determined by a
licensed physician mutually agreed to by the Company and the Executive, which (i)
prevents the Executive from performing his duties hereunder for 60 consecutive
calendar days or longer, or for 90 total calendar days in any 12-month period
and (ii) which is expected to be permanent.


 


(b)         Termination by the Company.  The Company may terminate the Executive’s
employment with or without Cause.  For
purposes of this Agreement, “Cause”
means (i) the Executive’s conviction of a felony involving moral
turpitude that results in harm to the Company or its affiliates, (ii) a
judicial determination that the Executive committed fraud, misappropriation, or
embezzlement against any Person, or (iii) the Executive’s breach of any
terms of this Agreement or willful or gross and repeated neglect or misconduct
in the performance of his duties under Section 2(b) hereof, and that the
Board in each instance determines in good faith has caused material harm to the
Company or its affiliates or stakeholders, provided that in the case of the
preceding clause (iii), the Company shall first have given the Executive
written notice identifying the Executive’s breach, neglect or misconduct, and
the Executive shall have failed to satisfactorily cure (as determined in good
faith by the Board) such breach, neglect, or misconduct within 30 days after
receiving such written notice from the Company.


 


(c)          Termination by Executive.  The Executive may terminate his employment
at any time with or without Good Reason. 
For purposes of this Agreement, “Good
Reason” means any of the following actions by the Company
without the Executive’s written consent:


 


(A)          The assignment to the Executive of any
duties inconsistent with Executive’s position (including status, offices,
titles and reporting relationships), authority, duties or responsibilities, all
as contemplated by Section 2, or any other action by the Company which
results in a diminution in such position, authority, duties or responsibilities;


 


(B)           The failure by the Company or Holding
to elect the Executive to the offices set forth in Section 2 or the
removal of the Executive from any such offices, but not including any
appointment of another individual as the Company’s President with the
Executive’s consent;


 


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(C)           A reduction in the Executive’s Base
Salary, Annual Bonus or Performance Bonus opportunity;


 


(D)          A material breach by the Company of a
material provision of this Agreement including but not limited to failure to
provide the benefits, perquisites and expense reimbursements required in
accordance with Section 5 and 6 (other than as a result of changes in tax
or other laws affecting such provisions, in which event the parties will
equitably adjust the affected provisions as mutually agreed and appropriate in
light of such changes);


 


(E)           the failure of the Company to obtain
the assumption in writing of its obligation to perform this Agreement by any
successor as contemplated by Section 10(b);


 


provided
that the Executive shall have first delivered a written notice to the Board of
his intention to terminate his employment for Good Reason within 60 days of
having actual knowledge of such act or acts or failure or failures to act and
such notice stating in detail the particular act or acts or failure or failures
to act that constitute the grounds on which the proposed termination for Good
Reason is based, and the Company shall have failed to cure such breach, act,
failure or conduct within 30 days after receiving such written notice from the
Executive.


 


(d)         Notice of Termination.  Any termination by the Company for Cause or
without Cause and any termination by the Executive with or without Good Reason
shall be communicated by written notice (a “Notice of Termination”) given in accordance with
Section 11(e) hereof specifying the applicable termination provision in
this Agreement relied upon.


 


(e)          Date of Termination.  For the purpose of this Agreement, the term
“Date of Termination” means
(i) in the case of a termination for which a Notice of Termination is
required, the date specified in such Notice of Termination (or, if later, the
expiration of any applicable cure or notice period) and (ii) in all
other cases, the actual date on which the Executive’s employment terminates
during the Employment Period.


 


(f)          Resignation upon Termination.  Effective as of any Date of Termination
under this Section 7 or as of such earlier date as the Company may request
following the receipt or delivery of a Notice of Termination, the Executive
shall resign, in writing, from all Board memberships and other positions then
held by him with the Company and its subsidiaries, and hereby authorizes the
Company to execute on his behalf any and all instruments of resignation
necessary to effect the foregoing.


 


8.          Obligations of the Company upon Termination.  (a)  General.  If the Executive’s employment is terminated
for any reason during the Employment Period, the


 


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Executive
shall be entitled to receive (i) the Executive’s full Base Salary earned
and accrued through the Date of Termination (the “Earned Salary”), (ii) to the extent not already
paid, a pro-rata portion of the Annual Bonus (the “Prorated Annual Bonus”) equal to the
Annual Bonus for the year in which the Executive’s Employment is terminated
multiplied by a fraction, the numerator of which is equal to the number of days
in such year the Executive was employed by the Company and the denominator of
which is 365  and (iii) any
vested amounts or benefits owing to the Executive under or in accordance with
the terms and conditions of this Agreement and the Company’s otherwise
applicable employee benefit plans and programs, including any compensation
previously deferred by the Executive (together with any accrued earnings
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the “Accrued
Obligations”).  Any
Earned Salary and Prorated Annual Bonus shall be paid in cash in a single lump
sum as soon as practicable, but in no event more than 15 days, following the
Date of Termination (or at such earlier date required by law) and  Accrued Obligations shall be paid in
accordance with the terms of this Agreement and the applicable plan, program or
arrangement.


 


(b)         Death or Disability.  If the Executive’s employment is terminated
during the Employment Period by reason of the Executive’s death or Disability,
the Executive (or the Executive’s beneficiaries or legal representatives under
this Agreement) shall, in addition to the amounts provided in
Section 8(a), be entitled to receive any benefits payable due to the
Executive’s death or Disability under this Agreement and the Company’s plans,
policies or programs and a Prorated Performance Bonus (as defined in clause
8(c)(i) below) (the “Additional Benefits”)
and, but without duplication, continued participation in the Group Insurance
Plans on the same terms as such plans are being provided to the Company’s
senior executives for a period of 12 months following the Date of Termination
for the Executive, his spouse and his dependents, as applicable.  Additional Benefits shall be paid in
accordance with the terms of this Agreement and the applicable plan, policy or
program.


 


(c)          Termination by the Company other
than for Cause or by the Executive for Good Reason.  Subject to the provisions of
Section 8(e), if, during the Employment Period, the Company terminates the
Executive’s employment other than for Cause or the Executive terminates his
employment for Good Reason (each such termination an “Involuntary Termination”), the
Executive shall, in addition to the amounts provided in Section 8(a), be
entitled to receive (i) a pro-rata portion of the Performance Bonus or
similar incentive compensation arrangement in effect on the Date of Termination
(the “Prorated Performance Bonus”)
equal to the Target Bonus for the year in which the Executive’s Employment is
terminated (the “Partial Year”)
multiplied by a fraction, the numerator of which is equal to the number of days
the Executive was employed by the Company during the Partial Year and the
denominator of which is 365, (ii) continuation of the Executive’s Base
Salary in effect at the Date of Termination (the “Continued Salary”) for a period beginning on the Date of
Termination and ending on the third


 


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anniversary
thereof (the “Continuation Period”),
(iii) payment of the Annual Bonus for full years within the Continuation
Period, and for partial years within the Continuation Period, payment of a
pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in
which the Executive’s Employment is terminated multiplied by a fraction, the
numerator of which is equal to the number of days within the Continuation
Period during such partial year and the denominator of which is 365 (amounts
payable under this clause (iii), the “Continued
Annual Bonus) and (iv) continued participation in the
Group Insurance Plans for the Executive, his spouse and his dependents, as
applicable, on the same terms as such plans are being provided to the Company’s
senior executives during the Continuation Period.


 


Any
Prorated Performance Bonus shall be paid in cash in a single lump sum as soon
as practicable, but in no event more than 30 days following the Date of
Termination (or at such earlier date required by law).  The Continued Salary and Continued Annual
Bonus shall be payable in accordance with Section 3(a) and 3(b), as
applicable, as if the Executive remained a senior officer of the Company.


 


(d)         Termination Following a Change of
Control.


 


(i)         Subject to the provisions of
Section 8(e), if, during the Employment Period there is a Change of
Control (as defined below), and the Executive incurs an Involuntary Termination
prior to the first anniversary of a Change in Control, the Executive shall, in
addition to the amounts provided in Section 8(a), but in lieu of any other
payments he may otherwise be entitled to under Section 8 of this
Agreement, be entitled to receive (i) the Prorated Performance Bonus, (ii)
a cash amount equal to three times the sum of (A) the Executive’s Base
Salary and Annual Bonus as in effect on the Date of Termination and (B)
the Incentive Bonus earned in the year immediately preceding the year in which
the Date of Termination occurs (the aggregate amount being the “Severance Payment”), and (iii)
continued participation in the Group Insurance Plans on the same terms as such
plans are being provided to the Company’s senior executives for a period of 36
months following the Date of Termination for the Executive, his spouse, and his
dependents, as applicable. 
Additionally, the Executive shall be deemed to have attained the normal
retirement age immediately prior to the Date of Termination for purposes of the
pension benefit described in Section 5 and, as such, shall be entitled to
immediate commencement thereof without any actuarial or other reduction for
commencement prior to normal retirement age.


 


Any Prorated
Performance Bonus shall be paid in cash in a single lump sum as soon as
practicable, but in no event more than 14 days following the Date of
Termination (or at such earlier date required by law).  The Severance Payment shall be paid within
14 days of the Date of Termination.


 


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(ii)          For purposes of this Agreement, a “Change of Control” shall be deemed to
have occurred if:


 


(A)          any person (within the meaning of
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than CVC, OTPP,
or any of their Affiliates or Qualified Transferees (as such terms are defined
in the Stockholders Agreement), including any group (within the meaning of Rule
13d-5(b) under the Exchange Act)), acquires “beneficial ownership” (within the
meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Holding representing more than 50% of the combined Voting Power
(as defined below) of Holding’s securities;


 


(B)           within any 24-month period commencing
after an initial public offering of the common stock of Holding, the persons
who were directors of Holding at the beginning of such period (the “Incumbent Directors”) shall cease to
constitute at least a majority of the Board or the board of directors of any
successor to Holding, provided that any director (i) elected to the
Board, or nominated for election, by a majority of the Incumbent Directors then
still in office or (ii) designated to serve on the Board by CVC or OTPP
pursuant to the Stockholder’s Agreement shall be deemed to be an Incumbent
Director for purposes of this definition of Change in Control;


 


(C)           the stockholders of Holding, if at
the time in question Holding is a stock company, approve a merger,
consolidation, share exchange, division, sale or other disposition of all or
substantially all of the assets of Holding (a “Corporate Event”), and immediately following the
consummation of which the stockholders of Holding immediately prior to such
Corporate Event do not hold, directly or indirectly, a majority of the Voting
Power of (x) in the case of a merger or consolidation, the surviving or
resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a division or a sale or
other disposition of assets, each surviving, resulting or acquiring corporation
which, immediately following the relevant Corporate Event, holds more than 50%
of the consolidated assets of Holding immediately prior to such Corporate
Event; or


 


(D)          any other event occurs which the Board
declares to be a Change of Control.


 


Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred (a)
merely as a result of an underwritten offering of the equity securities of
Holding where no Person (including any group (within the meaning of Rule
13d-5(b) under the Exchange Act)) acquires more than 50% of the beneficial
ownership interests in such securities.


 


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For purposes of
this Section 8(d)(ii), a specified percentage of “Voting Power” of a company shall mean
such number of the Voting Securities as shall enable the holders thereof to
cast such percentage of all the votes which could be cast in an annual election
of directors and “Voting Securities”
shall mean all securities of a company entitling the holders thereof to vote in
an annual election of directors.


 


(e)          Release.  The Executive’s receipt of the benefits
described in Sections 8(c) and 8(d) is conditioned on the Executive first
executing and delivering to the Company a general release of all claims against
the Company in substantially the form attached hereto as Exhibit C.  The Company’s obligation to make any of the
payments and extended benefits described in Sections 8(c) or 8(d) that are in
addition to the payments provided in Section 8(a) shall immediately cease,
and the Executive shall immediately return any such post-termination payments
from the Company should the Board determine in good faith that the Executive
has materially violated the confidentiality, ownership of developments,
non-competition, or non-solicitation provisions contained in Section 9 of
this Agreement.


 


(f)          Discharge of the Company’s
Obligations.  The amounts payable to
the Executive pursuant to this Section 8 following termination of his employment
shall be in full and complete satisfaction of the Executive’s rights under this
Agreement and any other claims he may have in respect of his employment by the
Company or any of its subsidiaries, other than rights arising under any other
agreement, plan, program or arrangement to which the Executive is a party or is
covered, including but not limited to those referred to in Section 4 of
this Agreement.  Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
based on provisions of this Agreement and the Executive’s employment with the
Company and, upon the Executive’s receipt of such amounts, the Company shall be
released and discharged from any and all liability to the Executive in
connection with this Agreement or otherwise in connection with the Executive’s
employment with the Company and its subsidiaries, other than as excepted above.


 


(g)         Certain Payment Adjustments.


 


(i)           If any amount or benefit paid or
distributed to the Executive pursuant to this Agreement, taken together with
any amounts or benefits otherwise paid or distributed to the Executive by the
Company, any person whose actions result in a Change in Control of the Company,
or any subsidiary (collectively, the “Covered
Payments  and each a “Payment”),
would be an “excess parachute payment” as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), and would thereby subject the Executive to the tax
(together with any interest or penalties inherently associated with the
imposition of such tax, the “Excise Tax”)
imposed under Section 4999 of the Code (or any similar tax that may
hereafter be imposed), then the Executive shall be entitled to receive an
additional payment (a “Gross-Up Payment”)
in


 


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an
amount such that after payment by the Executive of all taxes (including, but
not limited to, any income taxes, Excise Taxes and any interest or penalties
imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.


 


(ii)          Promptly after delivery of any Notice
of Termination, the Company shall notify the Executive of the aggregate present
value of all Covered Payments as of the projected Date of Termination, together
with the projected maximum amount which can be paid to the Executive without
the Executive incurring an Excise Tax (such amount, the “Payment Cap”).  All determinations required to be made under
this Section 8(g), including the Payment Cap and whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
the Company’s independent accountants appointed prior to the Effective Date or
tax counsel selected by such accountants (the “Accountants”).  The
Accountants shall provide detailed supporting calculations to the Executive
within 15 business days of the receipt of notice from the Executive that there
has been a Payment (or, if later, within 15 days of the date it is determined
by the Accountants that the Payment is subject to the Excise Tax, provided that
the Accountants shall provide such calculations no later than 30 days after
receipt of such notice from the Executive). 
Any Gross-Up Payment, as determined pursuant to this Section, shall be
paid by the Company to the Executive within five days of the receipt of the
Accountant’s determination.  As a result
of the uncertainty in the application of Section 4999 of the Code, it is
possible that Gross-Up Payments may not have been made by the Company that
should have been made (“Underpayment”),
consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its
remedies pursuant to Subsection 8(g)(iii) of this Agreement (below) and
the Executive thereafter is required to make a payment of any Excise Tax, any
such Underpayment shall be promptly paid by the Company to or for the benefit
of the Executive (less any amount previously advanced pursuant to
Section 8(g)(iii)).  If it is
established pursuant to a final determination of a court or an Internal Revenue
Service proceeding (a “Final Determination”)
that the Excise Tax is less than the amount taken into account under
Subsection 8(g)(i) of this Agreement (above) the Executive shall repay to
the Company within 30 days of the Executive’s receipt of notice of such Final
Determination the portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment attributable to the Excise
Tax and federal, state and local income tax imposed on the Gross-Up Payment
being repaid by the Executive if such repayment results in a reduction in
Excise Tax or a federal, state and local income tax deduction) plus any
interest (on an after-tax basis) received by the Executive on the amount of
such repayment (including without duplication any amount previously advanced
pursuant to Section 8(g)(iii)).


 


(iii)         The Executive shall notify the Company
in writing of any claim by the Internal Revenue Service that, if successful,
would require the payment by the


 


12

















 


Company
of a Gross-Up Payment.  Such
notification shall be given as soon as practicable but no later than 15
business days after the Executive is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect
to such claim is due).  If the Company
notifies the Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:


 


(A)          give the Company any information
reasonably requested by the Company relating to such claim;


 


(B)           take such action in connection with
contesting such Claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company;


 


(C)           cooperate with the Company in good
faith in order effectively to contest such claim; and


 


(D)          permit the Company to participate in
any proceedings relating to such claim;


 


provided, that the Company shall bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this
Subsection 8(g)(iii), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, that if the Company directs the Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis, and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute of
limitations relating to


 


13

















 


payment of taxes for the taxable year of the Executive
with respect to which such contested amounts claimed to be due is limited
solely to such contested amount. 
Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority.


 


9.          Restrictive Covenants.  (a)  Confidentiality.  In view of the fact that the Executive’s
work for the Company will bring him into close contact with many confidential
affairs of the Company, information not readily available to the public, and
also the Company’s plans for further developments or activities, the Executive
agrees during the Employment Period and thereafter to keep and retain in the
strictest confidence all confidential matters (“Confidential Information”) of the Company and its affiliates,
including, but not limited to, “know how,” financial information or plans;
track records and other performance data; sales and marketing information or
plans; business or strategic plans; salary, bonus or other personnel
information; information concerning new or potential products or markets;
information concerning new or potential investors, customers, clients or
shareholders; trade secrets; pricing policies; operational methods; technical
processes; computer code; formulae, inventions and research projects; and other
business affairs of the Company and its affiliates, that the Executive may
develop or learn in the course of his employment, and not to disclose them to
anyone outside of the Company, either during or after his employment with the
Company, except (A) in good faith, in the course of performing his
duties under this Agreement, (B) with the Company’s express written
consent (it being understood that Confidential Information shall not be deemed
to include any information that is publicly disclosed by the Company) or (C)
to the extent disclosure is compelled by a court of competent jurisdiction,
arbitrator, agency or other tribunal or investigative body in accordance with
any applicable statute, rule or regulation (but only to the extent any such
disclosure is compelled, and no further). 
On the occasion of the Executive’s termination as an employee of the
Company, or at any time the Company may so request, the Executive will return
to the Company all tangible embodiments (in whatever medium) relating to
Confidential Information that he may then possess or have under his control.


 


(b)         Ownership of Developments.  The Executive agrees that the Company shall
own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights and other rights throughout the world) in any
inventions, works of authorship, mask works, ideas or information made or
conceived or reduced to practice, in whole or in part, by the Executive (either
alone or with others) during the Employment Period (collectively “Developments”); provided that the
Company shall not own Developments for which no equipment, supplies, facility
or Confidential Information of the Company was used, and which were developed
entirely on the Executive’s time and do not relate to the business of the
Company.  Subject to the foregoing, the
Executive will promptly and fully disclose to the Company, or any persons


 


14

















 


designated
by it, any and all Developments made or conceived or reduced to practice or
learned by the Executive, either alone or jointly with others during the
Employment Period.  The Executive hereby
assigns all right, title and interest in and to any and all of these
Developments to the Company.  The Executive
shall further assist the Company, at the Company’s expense, to further
evidence, record and perfect such assignments, and to perfect, obtain,
maintain, enforce, and defend any rights specified to be so owned or assigned.  The Executive hereby irrevocably designates
and appoints the Company and its agents as attorneys-in-fact to act for and on
the Executive’s behalf to execute and file any document and to do all other
lawfully permitted acts to further the purposes of the foregoing with the same
legal force and effect as if executed by the Executive.  In addition, and not in contravention of any
of the foregoing, the Executive acknowledges that all original works of
authorship which are made by him (solely or jointly with others) within the
scope of the employment relationship and which are protectable by copyright are
“works made for hire,” as that term is defined in the United States Copyright
Act (17 USCA, § 101).


 


(c)          Non-Competition.  During the Employment Period and for a two
year period thereafter, the Executive shall not, except with the prior written
consent of the Board, directly or indirectly, own any interest in, operate,
join, control or participate as a partner, director, principal, officer, or
agent of, enter into the employment of, act as a consultant to, or perform any
services for any entity listed on Appendix B, and such other entities as the
Company and the Executive shall mutually agree from time to time.  Notwithstanding anything to the contrary
contained in this section 9(c), the Executive may continue to maintain an
ownership interest in the entity previously identified by the Executive to the
Company in writing and participate as a partner, principal or officer of such
entity so long as such entity does not expand its business to engage in any
business it is currently not engaged in which the Company is engaged in during
the Employment Period.


 


(d)         Non-Solicitation of Employees.  During the Employment Period and for a three
year period thereafter, the Executive shall not, directly or indirectly, for
the Executive’s own account or for the account of any other natural person,
firm, partnership, limited liability company, association, corporation,
company, trust, business trust, governmental authority or other entity (each, a
“Person”) in any
jurisdiction in which the Company or any of its affiliates has commenced or has
made plans to commence operations during the Employment Period, (i)
solicit for employment, employ, engage to perform services or otherwise
interfere with the relationship of the Company or any of its affiliates with
any natural person throughout the world who is or was employed by or otherwise
engaged to perform services for the Company or any of its affiliates at any
time during the Employment Period (in the case of any such activity during such
time) or during the six-month period preceding such solicitation, employment or
interference (in the case of any such activity after the Date of Termination or
otherwise as of the date of Executive’s termination of employment with
Company), other than any such solicitation


 


15

















 


or
employment on behalf of the Company or any of its affiliates during the
Employment Period, or (ii) induce any employee of the Company or any of
its affiliates who is a member of management to engage in any activity which
the Executive is prohibited from engaging in under any of the paragraphs of
this Section 9 or to terminate his or her employment with the Company.


 


(e)                             Injunctive
Relief with Respect to Covenants; Certain Acknowledgements and Agreements.


 


(i)           The Executive acknowledges and agrees
that the covenants and obligations of the Executive with respect to
confidentiality, ownership of developments, non-competition, and
non-solicitation relate to special, unique, and extraordinary matter and that a
violation of any of the terms of such covenants and obligations will cause the
Company irreparable injury for which adequate remedies are not available at
law.  Therefore, the Executive agrees
that the Company shall be entitled to an injunction, restraining order, or such
other equitable relief (without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain the
Executive from committing any violation of the covenants and obligations
referred to in this Section 9. 
These injunctive remedies are cumulative and in addition to any other
rights and remedies the Company may have at law or in equity.  Notwithstanding the foregoing, in the event
the Executive’s employment is terminated by the Company without Cause or by the
Executive for Good Reason, the Company’s remedies for any violation by the
Executive of Section 9(c) after the first anniversary of such termination
shall be limited to cessation of the Company’s obligations to make any
severance payments and provide any extended benefits under Sections 8(c) or
8(d) and to the return by the Executive of any post-employment payments made
and benefits provided pursuant to Sections 8(c) and 8(d).


 


(ii)          If any court of competent jurisdiction
shall at any time determine that, but for the provisions of this paragraph, any
part of this agreement is illegal, void as against public policy or otherwise
unenforceable, the relevant part will automatically be amended to the extent
necessary to make it sufficiently narrow in scope, time and geographic area to
be legally enforceable.  All other terms
will remain in full force and effect.


 


(iii)         The Executive acknowledges and agrees
that the Executive will have a prominent role in the management of the
business, and the development of the goodwill, of the Company and its
affiliates and will establish and develop relations and contacts with the
principal customers and suppliers of the Company and its affiliates in the
United States of America and the rest of the world, all of which constitute
valuable goodwill of, and could be used by the Executive to harm, the Company
and its affiliates and that (i) in the course of his employment with the
Company, the Executive will obtain Confidential Information that could be used
to compete unfairly with the Company and


 


16

















 


its
affiliates, (ii) the covenants and restrictions contained in
Section 9 are intended to protect the legitimate interests of the Company
and its affiliates in their respective goodwill, trade secrets and other
confidential and proprietary information, (iii) the Executive desires to
be bound by such covenants and restrictions, and (iv) the Executive
represents that his economic means and circumstances are such that the
provisions of this Agreement, including the restrictive covenants in
Section 9, will not prevent him from providing for himself and his family
on a basis satisfactory to him and them.


 


10.        Successors.  (a) 
This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of
and be enforceable by the Executive’s legal representatives.


 


(b)         This Agreement shall inure to the
benefit of and be binding upon the Company and its successors, including any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of ownership interests, or otherwise.  The Company shall require any such successor to expressly
acknowledge and agree in writing to assume the Company’s obligations hereunder.


 


11.        Miscellaneous.  (a)  Applicable
Law and Jurisdiction.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, applied without reference to principles of conflict of
laws.  Subject to Section 11(b), in
any action or proceeding brought with respect to or in connection with this
Agreement, the Company and the Executive both hereby irrevocably agree to
submit to the jurisdiction and venue of the courts of the State of New York,
and both parties consent to receive service of process in the State of New
York.  Subject to Section 11(b),
the Company and the Executive both agree that any action or proceeding in
connection with this Agreement shall be brought exclusively in a United States
court located in the State of New York.


 


(b)         Arbitration.  Except to the extent provided in
Section 9(e), any dispute or controversy arising under or in connection
with this Agreement shall be resolved by binding arbitration.  The arbitration shall be held in New York
City and except to the extent inconsistent with this Agreement, shall be
conducted in accordance with the Expedited Employment Arbitration Rules of the
American Arbitration Association then in effect at the time of the arbitration
(or such other rules as the parties may agree to in writing), and otherwise in
accordance with principles which would be applied by a court of law or
equity.  The arbitrator shall be
acceptable to both the Company and the Executive.  If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each
of the parties and the third appointed by the other two arbitrators.  The Company and the Executive agree that
arbitration costs shall be borne by the losing party.


 


17

















 


(c)          Amendments.  This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.


 


(d)         Entire Agreement.  This Agreement, together with the stock
subscription agreement, the stockholders’ agreement and the stock incentive
plan referred to in Section 4, constitutes the entire agreement between
the parties hereto with respect to the matters referred to herein.  No other agreement relating to the terms of
the Executive’s employment by the Company, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party against
whom enforcement is sought.  There are
no promises, representations, inducements, or statements between the parties
other than those that are expressly contained herein.  The Executive acknowledges that he has been represented by
counsel, is entering into this Agreement of his own free will and accord, and
with no duress, that he has read this Agreement, and that he understands it and
its legal consequences.


 


(e)          Notices.  All notices and other communications
hereunder shall be in writing and shall be given by hand-delivery to the other
party, or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


If to the Executive:                                                                                                                                             at the home address of the Executive noted on
the records of the Company


 


and to:


 


Vedder, Price,
Kaufman & Kammholz, P.C.

222 North LaSalle Street

Chicago, Illinois 6061

Attention:  Thomas P. Desmond


 


 


If to Holding:                                                                                                                                                                         Travel
Transaction Processing Corporation

c/o Citigroup Venture Capital Equity Partners, LP

399 Park Avenue, 14th Floor

New York, New York, 10022

Attention:  Joseph Silvestri


 


Travel Transaction
Processing Corporation

c/o Ontario Teachers’ Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Attention:  Shael Dolman


 


18

















 


and to:


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania 19103

Attention:  Geraldine A. Sinatra


 


Debevoise &
Plimpton

919 Third Avenue

New York, New York 10022

Attention:  Margaret A. Davenport


 


If to the Company:                                                                                                                                             Worldspan, L.P.

300 Galleria Parkway, N.W.

Atlanta, Georgia 30339
Attn:  General Counsel


 


or to such other address as a party may from time to
time designate in writing in accordance with this section.  Notice and communications shall be effective
when actually received by the addressee.


 


(f)          Adoption of Agreement by the
Company.  Holding shall cause the
Company to adopt and become a party to this Agreement on the Effective Date.


 


(g)         Tax Gross-Up.  The term “Tax Gross Up” described in Section 6(b) and (e) means
an amount payable to the Executive such that the net amount retained by the
Executive, after payment of federal, state and local income taxes, payroll
taxes, excise taxes and any other taxes applicable to the Executive on such
amount and on the payments made under Section 6(b) or 6(e), as the case
may be, shall be equal to the amount of the expense reimbursed or the Housing
Allowance payments made.


 


(h)         Tax Withholding.  The Company shall withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


 


(i)           Severability; Reformation.  In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.


 


(j)           Waiver.  Waiver by any party hereto of any breach or
default by another party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. 
No


 


19

















 


waiver
of any provision of this Agreement shall be implied from any course of dealing
between the parties hereto or from any failure by a party hereto to assert its
or his rights hereunder on any occasion or series of occasions.


 


(k)          Captions.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.


 


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


 


20

















 


IN
WITNESS WHEREOF, the Executive has executed this Agreement and Holding has caused
this Agreement to be executed in its name on its behalf, all as of the date
first above written.


 


 


	
   

  	
  TRAVEL TRANSACTION
  PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas L. Abramson

  	
   

  
	
   

  	
  Name:
  Douglas L. Abramson

  
	
   

  	
  Title:
  Senior Vice President - Human Resources,

  
	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas L. Abramson

  	
   

  
	
   

  	
  Name:
  Douglas L. Abramson

  
	
   

  	
  Title:
  Senior Vice President - Human Resources,

  
	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Rakesh Gangwal

  	
   

  
	
   

  	
  Rakesh
  Gangwal

  



 


21

















 


Appendix A


 


Target
Bonus Tiers


 




	
  90% of Bonus Targets

  	
  -

  	
  50% of Target Bonus

  
	
  100% of Bonus Targets

  	
  -

  	
  100% of Target Bonus

  
	
  110% of Bonus Targets

  	
  -

  	
  125% of Target Bonus

  
	
  115% of Bonus Targets

  	
  -

  	
  175% of Target Bonus

  
	
  120% of Bonus Targets

  	
  -

  	
  250% of Target Bonus

  






 

















 


Appendix B 


 


Abacus
Distribution Systems pte. Ltd.


Amadeus Global
Travel Distribution, S.A.


Cendant Corp.


Galileo
International, LLC


Sabre, Inc.


AXESS


Infini


Navistaire


Travelsky
Technology, Ltd.


Pegasus Solutions
Inc.


Wizcom
International, Ltd.


 












 








Exhibit
A


 


Travel Transaction Processing Corporation Stock
Incentive Plan


 


 


SECTION 1.



PURPOSE


 


The
purpose of this Plan (as such term and any other capitalized terms used herein
without definition are defined in Section 2) is to foster and promote the
long-term financial success of Holding and its Subsidiaries and materially
increase stockholder value by (a) motivating superior performance
by means of service and performance-related incentives, (b) encouraging
and providing for the acquisition of an ownership interest in Holding by
Employees and (c) enabling Holding and its Subsidiaries to attract
and retain the services of an outstanding management team upon whose judgment,
interest and special effort the successful conduct of its and their operations
is largely dependent.


 


 


SECTION 2.



DEFINITIONS


 


Whenever
used herein, the following terms shall have the respective meanings set forth
below:


 


Adjustment Event: shall mean any
dividend payable in capital stock, stock split or share combination of, or
extraordinary cash dividend on, the Common Stock, or any recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares affecting the Common Stock, or any other similar event
affecting the Common Stock.


 


Board: the Board of Directors of Holding.


 


Cause: 
(i) the refusal or neglect of the Participant to perform
substantially his or her employment-related duties, (ii) the
Participant’s personal dishonesty, incompetence, willful misconduct or breach
of fiduciary duty, (iii) the Participant’s conviction of or
entering a plea of guilty or nolo  contendere (or any applicable
equivalent thereof) to a crime constituting a felony (or a crime or offense of
equivalent magnitude in 


 

















 


any jurisdiction) or his or her willful violation of any other law,
rule, or regulation (other than a traffic violation or other offense or
violation outside of the course of employment which in no way adversely affects
Holding or any affiliate or its reputation or the ability of the Participant to
perform his or her employment related duties or to represent Holding or any
affiliate), (iv) the material breach by the Participant of any covenant
or agreement with Holding or any Subsidiary, or any written policy of Holding
or any Subsidiary, not to disclose any information pertaining to Holding or any
affiliate or not to compete or interfere with Holding or any Subsidiary or (v)
the material violation by the Participant of Holding’s or a Subsidiary’s code
of conduct or ethics; provided that, with respect to any Participant who
is a party to an employment agreement with Holding or any Subsidiary, “Cause”
shall have the meaning specified in such Participant’s employment agreement or,
in the case of any such Participant who is not party to an employment agreement
but is a party to the Stockholders Agreement, “Cause” shall have the meaning,
if any, specified in the Stockholders Agreement.


 


Change in Control: the occurrence of
any of the following:


 


any person (within the meaning of Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
other than CVC, OTPP, or any of their Affiliates or Qualified Transferees (as
such terms are defined in the Stockholders Agreement), including any group
(within the meaning of Rule 13d-5(b) under the Exchange Act)), acquires
“beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Holding representing more than
50% of the combined Voting Power (as defined below) of Holding’s securities;


 


within any 24-month period commencing after an initial
public offering of the Common Stock of Holding, the persons who were directors
of Holding at the beginning of such period (the “Incumbent Directors”)
shall cease to constitute at least a majority of the Board or the board of
directors of any successor to Holding, provided that  any director (i) elected to the Board, or nominated for
election, by a majority of the Incumbent Directors then still in office or (ii)
designated to serve on the Board by CVC or OTPP pursuant to the Stockholder’s
Agreement shall be deemed to be an Incumbent Director for purposes of this
definition of Change in Control;


 


the stockholders of Holding, if at the time in
question Holding is a stock company, approve a merger, consolidation, share
exchange, division, sale or other disposition of all or substantially all of
the assets of Holding (a “Corporate Event”), and immediately following
the consummation of which the stockholders of Holding immediately prior to such
Corporate Event do not hold, directly or indirectly, a majority of the Voting
Power of (x) in the case of a merger or consolidation, the surviving or
resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a division or a sale or
other disposition of assets, each surviving, resulting


 


2

















 


or acquiring corporation which, immediately following the relevant
Corporate Event, holds more than 50% of the consolidated assets of Holding
immediately prior to such Corporate Event; or 


 


any other event
occurs which the Board declares to be a Change in Control.


 


Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred (a)
merely as a result of an underwritten offering of the equity securities of
Holding where no Person (including any group (within the meaning of Rule
13d-5(b) under the Exchange Act)) acquires more than 50% of the beneficial
ownership interests in such securities.


 


For
purposes of this definition, a specified percentage of “Voting Power” of a company shall mean
such number of the Voting Securities as shall enable the holders thereof to
cast such percentage of all the votes which could be cast in an annual election
of directors and “Voting Securities”
shall mean all securities of a company entitling the holders thereof to vote in
an annual election of directors.


 


Change in Control Price: the price per
share of Common Stock paid in conjunction with any transaction resulting in a
Change in Control (as determined in good faith by the Committee if any part of
the offered price is payable other than in cash).


 


Code: the Internal Revenue Code of
1986, as amended.


 


Committee: the Compensation Committee
of the Board or, if there shall not be any committee then serving, the Board.


 


Common Stock: the Class A common stock
of Holding, par value $.01 per share.


 


CVC: Citigroup Venture Capital Equity
Partners, L.P., a limited partnership organized under the laws of Delaware.


 


Disability: the termination of a
Participant’s employment with Holding or any Subsidiary as a result of such
Participant’s incapacity due to reasonably documented physical or mental
illness that is reasonably expected to prevent such Participant from performing
his duties for Holding on a full-time basis for more than six months and within
30 days after written notice of termination has been given to such Participant,
such Participant shall not have returned to the full time performance of his or
her duties.  The date of termination in
the case of a termination due to “Disability” shall be deemed to be the last
day of the aforementioned 30-day period. 
Notwithstanding the foregoing, (i) with respect to any Participant
who is a party to an employment agreement with Holding or any Subsidiary,
“Disability” shall have the meaning, if any, specified in such Participant’s
employment agreement or, with respect to any such Participant who is not a 


 


3

















 


party to an employment agreement but is a party to the Stockholders
Agreement, “Disability” shall have the meaning, if any, specified in the
Stockholders Agreement, and (ii) in the event a Participant whose
employment with Holding terminates due to Disability continues to serve as a
director of or a consultant to Holding, such Participant’s employment with
Holding shall not be deemed to have terminated for purposes of the Plan or any
agreement evidencing Incentive Awards granted to such Participant until the
date as of which such Participant’s services as a director of and consultant to
Holding shall have also terminated.


 


Employee: any officer or other key
employee of Holding or any Subsidiary.


 


Fair Market Value: unless otherwise
determined by the Committee, if no Public Offering has occurred, the fair
market value of a share of Common Stock as determined in good faith by the
Board.  If the aggregate fair market
value of shares of Common Stock acquired by a Participant upon exercise of an
Option and/or Restricted Stock repurchased pursuant to Section 8 exceeds
$5,000,000, then the Board shall base its determination on the most recent
annual valuation performed by an independent valuation consultant or appraiser
of recognized national standing selected by the Board.  The Fair Market Value as determined in good
faith by the Board and in the absence of fraud shall be binding and conclusive
upon Holding, Worldspan and each Participant. 
Following a Public Offering, the Fair Market Value, on any date of
determination, shall mean the average of the closing sales prices for a share
of Common Stock as reported on a national exchange for each of the ten business
days preceding the date of determination or the average of the last transaction
prices for a share of Common Stock as reported on a nationally recognized
system of price quotation for each of the ten business days preceding the date
of determination.  In the event that
there are no Common Stock transactions reported on such exchange or system on
such date, Fair Market Value shall mean the closing price on the immediately
preceding date on which Common Stock transactions were so reported.


 


Holding:  Travel Transaction Processing Corporation, a Delaware
corporation, and any successor thereto.


 


Incentive Award: an award of Options
under Section 6 of the Plan or an award of Restricted Stock or the right
to purchase Restricted Stock pursuant to Section 7 of the Plan.


 


Option: the right to purchase Common
Stock pursuant to the terms of the Plan at a stated price for a specified
period of time.  For purposes of the
Plan, an Option may be either (i) an “Incentive Stock Option”
within the meaning of section 422 of the Code (an “Incentive Stock
Option”) or (ii) an Option which is not an Incentive Stock
Option (a “Non-Qualified Stock Option”).


 


4

















 


OTPP: Ontario Teachers’ Pension Plan
Board, a corporation without share capital organized under the laws of Ontario,
Canada.


 


Participant: any Employee designated by
the Committee to receive an Incentive Award under the Plan.


 


Partnership Interest Purchase Agreement:
the Partnership Interest Purchase Agreement, dated as of March 3, 2003,
among Holding, Worldspan and certain other parties, as it may be amended from
time to time.


 


Person: any natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity.


 


Plan: this Travel Transaction
Processing Corporation Stock Incentive Plan, as set forth herein and as the
same may be amended from time to time in accordance with its terms.


 


Public Offering:  a public offering pursuant to an effective
registration statement filed with the Securities and Exchange Commission that
covers (together with prior effective registrations) (i) not less than
25% of the then outstanding shares of Common Stock, on a fully diluted basis,
or (ii) shares of Common Stock that, after the closing of such public
offering, will be traded on the New York Stock Exchange, the American Stock
Exchange or the National Association of Securities Dealers Automated Quotation
System.


 


Registration Rights Agreement: the
Registration Rights Agreement, dated as of June 30, 2003, among Holding
and certain stockholders of Holding, as it may be amended from time to time.


 


Restricted Period: the period during
which Restricted Stock is subject to forfeiture.


 


Restricted Stock: Common Stock acquired
by a Participant in accordance with the terms and conditions of Section 7
hereof that is forfeitable by the Participant until the achievement of a
specified period of future service or otherwise as determined by the Committee
or in accordance with the terms of the Plan.


 


Retirement:  the termination of a Participant’s employment with Holding or any
Subsidiary on or after the date the Participant attains age 65.  Notwithstanding the foregoing, (i)
with respect to any Participant who is a party to an employment agreement with
Holding or any Subsidiary, “Retirement” shall have the meaning, if any,
specified in such Participant’s employment agreement or, with respect to any
such Participant who is not party to an employment agreement but is a party to
the Stockholders Agreement, 


 


5

















 


“Retirement” shall have the meaning, if any, specified in the
Stockholders Agreement, and (ii) in the event a Participant whose
employment with Holding terminates due to Retirement continues to serve as a
director of or a consultant to Holding, such Participant’s employment with
Holding shall not be deemed to have terminated for purposes of the Plan or any
agreement evidencing Incentive Awards granted to such Participant until the
date as of which such Participant’s services as a director of and consultant to
Holding shall have also terminated, at which time the Participant shall be
deemed to have terminated employment due to retirement.


 


Stockholders Agreement: the
Stockholders Agreement, dated as of June 30, 2003, among Holding, CVC,
OTPP, and certain other stockholders of Holding, as it may be amended from time
to time.


 


Subsidiary: any partnership,
corporation, or other organization or entity a majority of whose outstanding
voting interests are owned, directly or indirectly, by Holding.


 


Voluntary Resignation:  the termination of a Participant’s
employment with Holding or any Subsidiary due to such Participant’s voluntary
resignation; provided that, with respect to any Participant who is a
party to an employment agreement with Holding or any Subsidiary, “Voluntary
Resignation” shall have the meaning, if any, specified in such Participant’s
employment agreement or, in the case of any Participant who is not a party to
an employment agreement but is a party to the Stockholders Agreement,
“Voluntary Resignation” shall have the meaning, if any, specified in the
Stockholders Agreement.


 


Worldspan:  Worldspan LP, a limited partnership organized under the laws of
Delaware.


 


 


SECTION 3.



ELIGIBILITY AND PARTICIPATION


 


Participants
in the Plan shall be those Employees selected by the Committee to participate
in the Plan, and the Committee shall consider Participants recommended by the
Chief Executive Officer of Worldspan (the “Worldspan
CEO”).  The selection of
an Employee as a Participant shall neither entitle such Employee to, nor
disqualify such Employee from, participation in any other award or incentive
plan of Holding or any Subsidiary.


 


6

















 


SECTION 4.



ADMINISTRATION


 


4.1.          Power to Grant and Establish Terms
of Incentive Awards.  The Committee
shall have the discretionary authority, subject to the terms of the Plan, to
determine the Employees to whom Incentive Awards shall be granted (which may
include Employees who are members of the Committee), and the terms and conditions
of any and all Incentive Awards, including, but not limited to, whether such
Incentive Award includes Options or Restricted Stock or both, the number of
shares of Common Stock covered by each Option, the time or times at which
Incentive Awards shall be granted and the terms and provisions of the
instruments by which such Incentive Awards shall be evidenced and to designate
Options as Incentive Stock Options or Non-Qualified Stock Options.  In selecting the Participants to receive
Incentive Awards, and determining the number of Incentive Awards to be granted,
the Committee shall consider the recommendations of the Worldspan CEO.  The terms and conditions of each Incentive
Award grant shall be determined by the Committee at the time of such offer or
grant and such terms and conditions shall not be subsequently changed in a
manner which would be adverse to the Participant without the consent of the
Participant to whom such Incentive Award has been granted, even if this Plan
shall be subsequently amended.  The
Committee may establish different terms and conditions for different
Participants receiving Incentive Awards and for the same Participant for each
Incentive Award such Participant may receive, whether or not granted at the
same or different times.  The grant of
any Incentive Award to any Employee shall neither entitle such Employee to, nor
disqualify him from, the grant of any other Incentive Awards.


 


4.2.          Administration.  The Committee shall be responsible for the
administration of the Plan.  Any Incentive
Award granted by the Committee may be subject to such conditions, not
inconsistent with the terms of the Plan, as the Committee shall determine, in
its sole discretion.  The Committee
shall have discretionary authority to prescribe, amend and rescind rules and
regulations relating to the Plan, to provide for conditions deemed necessary or
advisable to protect the interests of Holding, to interpret the Plan and to
make all other determinations necessary or advisable for the administration and
interpretation of the Plan and to carry out its provisions and purposes.  Determinations, interpretations or other
actions made or taken by the Committee pursuant to the provisions of the Plan
shall be final, binding and conclusive for all purposes and upon all persons
and shall be given deference in any proceeding with respect thereto.  The Committee may consult with legal
counsel, who may be counsel to Holding, and shall not incur any liability for
any action taken in good faith in reliance upon the advice of counsel.


 


7

















 


SECTION 5.



STOCK SUBJECT TO PLAN


 


5.1.          Number. Subject to the
provisions of Section 5.3, the number of shares of Common Stock subject to
Incentive Awards under the Plan may not exceed 6,580,000 shares of Restricted
Stock and 6,000,000  shares subject
to Options.  The shares of Common Stock
to be delivered under the Plan may consist, in whole or in part, of shares held
in treasury or authorized but unissued shares not reserved for any other
purpose.


 


5.2.          Canceled, Terminated or Forfeited
Awards.  Any shares of Common Stock
subject to an Incentive Award which for any reason expires or is canceled,
terminated, forfeited, substituted for or otherwise settled without the lapse
of restriction or the issuance of such shares of Common Stock shall again be
available for purchase or grant under the Plan.


 


5.3.          Adjustment in Capitalization.  The aggregate number of shares of Common
Stock available for grants of Incentive Awards under Section 5.1 or
subject to outstanding Incentive Award grants and the respective prices and/or
vesting criteria applicable to outstanding Incentive Awards shall be
proportionately adjusted to reflect, as deemed equitable and appropriate by the
Committee, each Adjustment Event.  To the
extent deemed equitable and appropriate by the Committee, in its good faith
judgment, and subject to any required action by stockholders, in any merger,
consolidation, reorganization, liquidation, dissolution or other similar
transaction (other than a Change in Control), any Incentive Award granted under
the Plan shall pertain to the securities or other property to which a holder of
the number of shares of Common Stock covered by the Incentive Award would have
been entitled to receive in connection with such event.


 


 


SECTION 6.



STOCK OPTIONS


 


6.1.          Grant of Options.  Options may be granted to Participants at
such time or times as shall be determined by the Committee.  Options granted pursuant to this Plan may be
of two types:  (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.  The date of grant of an Option under the
Plan will be the date on which the Option is awarded by the Committee or, if so
determined by the Committee on the date of award of an Option, the date on
which occurs any event the occurrence of which is an express condition
precedent to the grant of the Option. 
The Committee shall determine the number of Options, if any, to be
granted to a Participant.  Each Option
shall be


 


8

















 


evidenced by an Option agreement that shall specify the type of Option
granted, the exercise price, the duration of the Option, the number of shares
of Common Stock to which the Option pertains, the conditions upon which the
Options or any portion thereof shall become vested or exercisable and otherwise
shall be in the form of the Option agreement attached hereto as Exhibit A,
subject to such changes not inconsistent with the Plan as the Committee shall
determine, in its good faith judgment, to be equitable and appropriate, or in
such other form as the Committee shall determine.


 


6.2.          Option Price.  Non-Qualified Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise price per
share of Common Stock determined by the Committee, provided that such
per share exercise price may not be less than the Fair Market Value of a share
of Common Stock on the date the Option is granted.


 


6.3.          Exercise of Options.  Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions, including the performance of a minimum period of
service or the satisfaction of performance goals, as the Committee may impose
at the time of grant of such Options, subject to the Committee’s right to
accelerate the exercisability of such Options in its discretion.  Notwithstanding the foregoing, no Option
shall be exercisable on or after the tenth anniversary of the date on which it
is granted.  Except as may be provided
in any provision approved by the Committee pursuant to this Section 6.3,
after becoming exercisable each installment of an Option shall remain
exercisable until expiration, termination or cancellation of the Option.  Subject to Section 11.7, an Option may
be exercised from time to time, in whole or in part, up to the total number of
shares of Common Stock with respect to which it is then exercisable.  Upon exercising an Option in whole or in
part, the Participant shall be required to execute a stock subscription
agreement in the form of the Stock Subscription Agreement attached hereto as
Exhibit B, subject to such changes not inconsistent with the Plan as the
Committee shall determine, in its good faith judgment, to be equitable and
appropriate, or in such other form as the Committee shall determine.


 


6.4.          Payment.  The Committee shall establish procedures
governing the exercise of Options, which shall require that (x) as a
condition to the issuance of any shares of Common Stock upon the exercise of
the Options prior to a Public Offering, the Participant is or shall become a
party to the Stockholders Agreement and the Registration Rights Agreement with
respect to such shares, (y) written notice of exercise be given to
Holding and (z) the Option exercise price be paid in full at the time of
exercise in one of the following ways: 
(i) in cash or cash equivalents, (ii) at any time
following a Public Offering, in unencumbered shares of Common Stock which have
been owned by the Participant for at least six months (or such longer period as
is required by applicable accounting standards to avoid a charge to earnings)
having an aggregate Fair Market Value on the date of exercise equal to such
aggregate Option exercise price or in a 


 


9

















 


combination of cash and such unencumbered shares of Common Stock, or (iii)
in such other consideration as the Committee shall determine.  Subject to Section 11.4, as soon as
practicable after receipt of a written exercise notice, payment of the Option
exercise price and receipt of evidence that the Participant is a party to the
Stockholders Agreement and the Registration Rights Agreement in accordance with
this Section 6.4, Holding shall deliver to the Participant a certificate
or certificates representing the acquired shares of Common Stock.


 


6.5.          Substitute Options.  The Committee shall have the right, subject
to the consent of Participants to whom Options have been granted, to grant in
substitution for outstanding Options, replacement Options which may contain
terms more favorable to the Participant than the Options they replace,
including, without limitation, a lower exercise price (subject to
Section 6.2), and to cancel replaced Options.


 


6.6.          Incentive Stock Options.  Notwithstanding anything in the Plan to the
contrary, no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of any Participant
affected thereby, to cause any Incentive Stock Option previously granted to
fail to qualify for the federal income tax treatment afforded under
section 421 of the Code.


 


 


SECTION 7.

RESTRICTED STOCK


 


7.1.          Offers to Acquire Restricted Stock.  Offers to acquire Restricted Stock may be
made to Participants at such time or times as shall be determined by the
Committee.  The Committee shall
determine the number of shares of Restricted Stock, if any, to be granted to a
Participant, the purchase price thereof (which, with the exception of grants of
Restricted Stock to selected Employees at the closing of the Partnership
Interest Purchase Agreement listed on Annex A hereto, shall not be less than
Fair Market Value of the Common Stock on the date of purchase) and the
applicable Restricted Period.  All
Restricted Stock shall be subject to the Stockholders Agreement and
Registration Rights Agreement.  The
Committee shall require that the stock certificates evidencing any Restricted
Stock be held in the custody of the Secretary of Holding until the Restricted
Period has lapsed, and that, as a condition of the offer to acquire any
Restricted Stock, the Participant shall have delivered a duly executed undated
instrument of transfer or assignment in blank, having attached thereto or to
such Restricted Stock certificate all requisite stock or other applicable or
documentary tax stamps, all in form and substance satisfactory to Holding,
relating to the Common Stock covered by such 


 


10

















 


offer.  Each issuance of
Restricted Stock shall be made pursuant to a Restricted Stock subscription
agreement that shall include, among other things, provisions providing (i) that
the Restricted Stock shall be subject to the terms and provisions of the
Stockholders Agreement and Registration Rights Agreement, and (ii) for
such other terms and provisions as are determined by the Committee, and which
shall be in substantially the form of the Restricted Stock subscription
agreement attached hereto as Exhibit C (the “Restricted Stock Subscription Agreement”) subject to
changes not inconsistent with the Plan as the Committee shall determine, in its
good faith judgment, to be equitable and appropriate.


 


7.2.          Payment.  Upon acceptance of the offer to acquire
Restricted Stock, the Participant shall pay the purchase price (if any) in cash
or other consideration determined by the Committee at the closing described in
the Restricted Stock Subscription Agreement.


 


7.3.          Restrictions on Transferability.  Except as provided in Section 11.1 or in the Restricted Stock
Subscription Agreement, no Restricted Stock may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the lapse of the
Restricted Period.  Thereafter,
Restricted Stock may only be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated in compliance with all applicable securities laws,
the Restricted Stock Subscription Agreement, the Stockholders Agreement and any
other agreement to which the Restricted Stock is subject.


 


7.4.          Rights as a Stockholder. 
Unless otherwise determined by the Committee at the time of grant or
otherwise provided in the Restricted Stock Subscription Agreement, the
Stockholders Agreement or any other agreement to which the Restricted Stock is
subject, Participants holding shares of Restricted Stock granted hereunder may
exercise full voting rights and other rights as a stockholder with respect to
those shares during the Restricted Period.


 


7.5.          Dividends and Other Distributions. 
Unless otherwise determined by the Committee at the time of grant and
subject to the Restricted Stock Subscription Agreement and any other agreement
to which the Restricted Stock is subject, Participants holding outstanding
shares of Restricted Stock shall be entitled to receive all dividends and other
distributions paid with respect to those shares; provided that, if any
such dividends or distributions are paid in shares of Common Stock or other
securities or property, such shares, securities and property shall be subject
to the same forfeiture restrictions and restrictions on transferability as
apply to the Restricted Stock with respect to which they were paid.


 


11

















 


SECTION 8.



TERMINATION OF EMPLOYMENT


 


8.1.          Termination of Employment Due to
Death.  Unless otherwise determined
by the Committee at the time of grant, in the event a Participant’s employment
with Holding or any Subsidiary terminates by reason of death, any Options
granted to such Participant which on or prior to the date of such termination
have become exercisable in accordance with Section 6.3, may be exercised
by the Participant’s beneficiary in accordance with Section 11.2, at any
time during the six month period following the Participant’s termination of
employment or the expiration of the term of the Options, whichever period is
shorter.


 


8.2.          Termination of Employment For Cause.  Unless otherwise determined by the Committee
at the time of grant, in the event a Participant’s employment with Holding or
any Subsidiary is terminated for Cause, all Options granted to such Participant
which are then outstanding (whether or not exercisable on or prior to the date
of such termination) shall be immediately forfeited and canceled.


 


8.3.          Termination of Employment for Any
Other Reason.  Unless otherwise
determined by the Committee at or after the time of grant, in the event a
Participant’s employment with Holding or any Subsidiary terminates for any
reason other than one described in Sections 8.1 or 8.2, any Options granted to
such Participant which, on or prior to the date of such termination, have
become exercisable in accordance with Section 6.3, may be exercised at any
time during the 90 day period following the Participant’s termination of
employment or the expiration of the term of such Options, whichever period is
shorter.


 


8.4.          Termination of Options.  Unless otherwise determined by the Committee
at the date of grant, upon the termination of a Participant’s employment, any
Options that are not then exercisable shall terminate and be canceled effective
upon the date of such termination.


 


8.5.          Repurchase of Common Stock Issued
Upon Exercise of Options. Unless otherwise determined by the Committee at
the time of grant, upon any termination of a Participant’s employment with
Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and
OTPP and their respective affiliates shall have the right, in accordance with
the procedures described in Section 8.7, to purchase all or any of the
shares of Common Stock acquired by a Participant upon exercise of an Option
(whether acquired before or after such termination) for a cash payment equal to
the Fair Market Value of the shares of Common Stock on the date so purchased, provided
that if the Participant’s employment is terminated for Cause, then the cash
payment shall be equal


 


12

















 


to the lower of the Fair Market Value or the purchase price of the
shares of Common Stock so purchased.


 


8.6.          Repurchase of Restricted Stock.


 


(a)  Voluntary
Resignation.  Unless otherwise
determined by the Committee at the time of acquisition, upon a Participant’s
Voluntary Resignation, Holding and then CVC and OTPP and their respective
affiliates (in accordance with the procedures described in Section 8.7)
may (i) repurchase all or any portion of the Restricted Stock then held
by such Participant 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 Participant and/or (ii) repurchase all or any
portion of the Restricted Stock for which the Restricted Period has lapsed for
a cash payment equal to the Fair Market Value of the Restricted Stock (or the
portion thereof so purchased).


 


(b)  Termination
for Cause. Unless otherwise determined by the Committee at the time of
acquisition, upon termination of a Participant’s employment with Holding or any
Subsidiary for Cause, Holding and then CVC and OTPP and their respective
affiliates (in accordance with the procedures described in Section 8.7)
may repurchase all or any portion of the Restricted Stock (whether or not the
Restricted Period has lapsed) then held by such Participant for a cash payment
equal to the lesser of (x) Fair Market Value of the shares of Restricted
Stock (or the portion thereof so purchased), and (y) the purchase price
of the Restricted Stock to the Participant.


 


(c)  Termination
for Any Other Reason.  Unless
otherwise determined by the Committee at the time of acquisition, upon any
termination of a Participant’s employment with Holding or any Subsidiary other
than for Cause or Voluntary Resignation, Holding and then CVC and OTPP and
their respective affiliates (in accordance with the procedures described in
Section 8.7) may (i) repurchase all or any portion of the
Restricted Stock then held by the Participant for which the Restricted Period
has not lapsed as of the date of termination for a cash payment equal to the
Participant’s purchase price of such Restricted Stock plus interest accrued
from the date of purchase at the 10-year United States treasury rate and/or (ii)
repurchase the Restricted Stock for which the Restricted Period has lapsed for
a cash payment equal to the Fair Market Value of the shares of Restricted Stock
(or the portion thereof so purchased).


 


8.7.          Procedures
for Repurchase of Option Shares or Restricted Stock.  Notwithstanding anything to the contrary
contained herein, any repurchase of shares of Common Stock acquired by a
Participant upon exercise of an Option or Restricted Stock pursuant to
Section 8 shall not be effected prior to the expiration of a period of,
and the 


 


13

















 


Fair Market Value shall be determined as of a date, at least six months
and one day from the date such Common Stock or Restricted Stock was acquired by
the Participant.  Holding shall have an
exclusive right to repurchase shares of Common Stock acquired by a Participant
upon exercise of an Option and Restricted Stock until the later of (i)
eight months and one day from the date the Participant acquired such Restricted
Stock or Common Stock and (ii) 60 days after termination of employment
(the applicable date, the “First Repurchase Date”).  If Holding fails to repurchase all of a
terminated Participant’s Common Stock acquired upon exercise of an Option or
Restricted Stock 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 Common Stock or Restricted Stock 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 Common Stock or
Restricted Stock that will result in CVC and OTPP owning the same percentage of
Common Stock relative to each other before and after such purchase (such
percentage calculated by treating Restricted Stock acquired by CVC and OTPP as
Common Stock).


 


8.8.          Committee Discretion.  Notwithstanding anything else contained in
this Section 8 to the contrary, the Committee may (i) permit all or
any portion of any Options to be exercised following a Participant’s
termination of employment for any reason on such terms and subject to such
conditions not less favorable to such Participant than those terms and
conditions provided for herein or in the option agreement evidencing the grant
to such Participant of the applicable Options, as the Committee shall determine
for a period up to and including, but not beyond, the expiration of the term of
such Options, and (ii) accelerate termination of the Restricted Period
with respect to any Restricted Stock following a Participant’s termination of
employment for any reason on such terms and subject to such conditions not less
favorable to such Participant than those terms and conditions provided for
herein or in the Restricted Stock Subscription Agreement evidencing the
acquisition by the Participant of the applicable Restricted Stock, as the
Committee shall determine, at any time and from time to time.


 


8.9.          Use of Proceeds.  If Holding elects to repurchase any
Restricted Stock or Common Stock pursuant to Section 8.5 or
Section 8.6, Holding may apply the proceeds from such repurchase to any
and all outstanding obligations of the Participant due Holding or guaranteed by
Holding in respect of the Restricted Stock or Common Stock, as applicable.


 


14

















 


SECTION 9.



CHANGE IN CONTROL


 


9.1.          Accelerated Vesting and Payment.  Unless otherwise determined by the Committee
at the time of grant and unless an alternative award is provided pursuant to
Section 9.2, in the event of a Change in Control, each Option that, by its
terms, becomes exercisable solely upon the completion of a stated period of
service (whether or not then exercisable), together with any outstanding
Options that, prior to or in connection with such Change in Control, have
become exercisable in connection with the attainment of performance objectives,
shall be canceled in exchange for a payment in cash by Holding to each Option
holder of an amount equal to the excess of the Change in Control Price over the
exercise price for such Option (except as provided in Section 9.2
below).  Unless otherwise determined by
the Committee at the time of acquisition and unless an alternative award is
provided pursuant to Section 9.2, in the event of a Change in Control, the
Restricted Period in respect of all Restricted Stock shall lapse.


 


9.2.          Alternative Awards.  Notwithstanding Section 9.1, unless
provided otherwise in the agreement evidencing the Incentive Award, no
cancellation, acceleration of exercisability, vesting or cash settlement or
other payment shall occur with respect to any Incentive Award that would
otherwise have been canceled pursuant to Section 9.1 if the Committee
reasonably determines in good faith prior to the occurrence of a Change in
Control that such Incentive Award shall be honored or assumed, or new rights
substituted therefor (such honored, assumed or substituted award hereinafter
called an “Alternative Award”)
by a Participant’s employer (or the parent or a subsidiary of such employer)
immediately following the Change in Control, provided that any such Alternative
Award must:


 


(i)            provide such Participant (or each
Participant in a class of Participants) with rights and entitlements substantially
equivalent to or better than the rights applicable under such Incentive Award,
including, but not limited to, a substantially similar or better exercise or
vesting schedule and substantially similar or better timing and methods of
payment;


 


(ii)           have substantially equivalent
economic value to such Incentive Award (determined at the time of the Change in
Control); and


 


(iii)          have terms and conditions which
provide that in the event that the Participant’s employment is involuntarily
terminated following a Change in Control, any conditions on a Participant’s
rights under, or any restrictions on transfer or exercisability (including
vesting) applicable to, each such Alternative Award shall be waived or shall
lapse, as the case may be.


 


15

















 


9.3.          Conflict with Incentive Award
Agreement.  With respect to any
Incentive Awards granted hereunder that may become exercisable or vested, as
the case may be, upon the attainment of performance objectives, in the event of
a conflict between this Section 9 and the terms and conditions set forth
in the agreement evidencing such Incentive Awards, the terms and conditions set
forth in the agreement evidencing such Incentive Awards shall control.


 


 


SECTION 10.



AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN


 


The
Committee may, with the consent of the Worldspan’s Chief Executive Officer (or
if none, with the consent of another senior executive designated by the
Committee), at any time terminate or suspend the Plan and from time to time
amend or modify the Plan, provided that Sections 8.5, 8.6 and 8.7 shall survive
any termination or suspension of the Plan, and provided further that prior to a
Public Offering, any amendment or modification to Sections 8.5, 8.6 or 8.7 that
adversely affects the rights of either or both of CVC and OTPP thereunder must
be consented to by CVC and/or OTPP, as applicable, in writing.  No such action of the Committee may, without
the consent of a Participant, alter or impair such Participant’s rights under
any previously granted Incentive Award.


 


 


SECTION 11.



MISCELLANEOUS PROVISIONS


 


11.1.        Nontransferability of Awards.  Unless the Committee shall permit (on such
terms and conditions as it shall establish) Restricted Stock to be transferred
in accordance with Section 2.1 of the Stockholders Agreement, no Incentive
Award granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  Unless the
Committee shall permit otherwise, as a condition to any transferee receiving
Incentive Awards by will or through the laws of descent and distribution, such
transferee shall agree to be bound by any agreement evidencing such Incentive
Awards, and, in the case of Restricted Stock, all provisions of the
Stockholders Agreement and the Registration Rights Agreement.


 


11.2.        Beneficiary Designation.  Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named contingently
or successively) to whom any benefit under the Plan is to be paid or by whom
any right


 


16

















 


under the Plan is to be exercised in case of his death.  Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. 
In the absence of any such designation, benefits remaining unpaid or Incentive
Awards outstanding at the Participant’s death shall be paid to or exercisable
by the Participant’s surviving spouse, if any, or otherwise to or by his
estate.


 


11.3.        No Guarantee of Employment; No
Additional Compensation for Loss of Rights Under Plan.  Nothing in the Plan shall interfere with or
limit in any way the right of Holding or any Subsidiary to terminate any
Participant’s employment at any time, nor confer upon any Participant any right
to continue in the employ of Holding or any Subsidiary. If any Participant’s
employment with Holding or any Subsidiary shall be terminated for any reason,
such Participant shall not be entitled to any compensation or other form of
remuneration with respect to such termination (except as otherwise provided herein)
to compensate such Participant for the loss of any rights under the Plan
notwithstanding any provision to the contrary in his or her contract of
employment.


 


11.4.        Tax Withholding.  Holding or any Subsidiary shall have the
power to withhold, or require a Participant to remit to Holding or such
Subsidiary promptly upon notification of the amount due, an amount sufficient
to satisfy all federal, state, local and foreign withholding tax requirements
with respect to any Incentive Award and Holding or such Subsidiary may defer
payment of cash or issuance or delivery of Common Stock until such requirements
are satisfied.


 


11.5.        Indemnification.  Each person who is or shall have been a
member of the Board or the Committee (an “Indemnified
Person”) shall be indemnified and held harmless by Holding
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by such Indemnified Person in connection with or
resulting from any claim, action, suit or proceeding to which such Indemnified
Person may be made a party or in which such Indemnified Person may be involved
by reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by such Indemnified Person in settlement thereof,
with Holding’s approval, or paid by such Indemnified Person in satisfaction of
any judgment in any such action, suit or proceeding against such Indemnified
Person, provided that, such Indemnified Person shall give Holding an
opportunity, at its own expense, to handle and defend the same before such
Indemnified Person undertakes to handle and defend it on such Indemnified
Person’s own behalf.  The foregoing
right of indemnification shall not be exclusive and shall be independent of any
other rights of indemnification to which such Indemnified Person may be
entitled under Holding’s Certificate of Incorporation or By-laws, by contract,
as a matter of law or otherwise.


 


17

















 


11.6.        No Limitation on Compensation.  Nothing in the Plan shall be construed to
limit the right of Holding or any Subsidiary to establish other plans or to pay
compensation to employees in cash or property.


 


11.7.        Requirements of Law.  The granting of Incentive Awards, the
exercisability or vesting, as the case may be, of any Incentive Awards and the
issuance of shares of Common Stock shall be subject to all applicable laws,
rules, and regulations and to such approvals by any governmental agencies or
national securities exchanges as may be required.  The issuance of Common Stock may be delayed, if necessary, to
comply with applicable laws, including the U.S. federal securities laws and any
applicable state or foreign securities laws


 


11.8.        Legend.  Any stock certificate issued to a Participant in respect of
shares of Restricted Stock shall bear the following (or similar) legend:


 


(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 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 


 


18

















 


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.”


 


and any other legend set forth in the Restricted Stock
Subscription Agreement.


 


11.9.        Governing Law.  THIS PLAN, AND ALL AGREEMENTS HEREUNDER,
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.


 


11.10.      No Impact On Benefits.  Options granted under the Plan are not
compensation for purposes of calculating an Employee’s rights under any
employee benefit plan.


 


11.11.      Securities Law Compliance.  Instruments evidencing the grant of
Incentive Awards may contain such other provisions, not inconsistent with the
Plan, as the Committee deems advisable, including a requirement that a
Participant represent to Holding in writing, when such Participant receives
shares of Common Stock upon exercise of an Option (or at such other time as the
Committee deems appropriate) that such Participant is acquiring such shares (unless
they are then covered by an effective registration statement filed under the
Securities Act of 1933, as amended) for such Participant’s own account for
investment only and with no present intention to transfer, sell or otherwise
dispose of such shares except such disposition by a legal representative as
shall be required by will or the laws of any jurisdiction in winding up the
estate of such Participant.


 


11.12.      Freedom of Action.  Subject to Section 9, nothing in the
Plan or any agreement entered into pursuant to this Plan shall be construed as
limiting or preventing Holding or any Subsidiary from taking any action with
respect to the operation or conduct of its business that it deems appropriate
or in its best interest.


 


19

















 


11.13.      No Fiduciary
Relationship.  Nothing contained in
the Plan and no action taken pursuant to the Plan shall create or be construed
to create a trust of any kind or any fiduciary relationship between Holding or
any Subsidiary and any Participant or executor, administrator or other personal
representative or designated beneficiary of such Participant, or any other
persons.


 


11.14.      No Right to Particular Assets.  Any reserves that may be
established by Holding in connection with this Plan shall continue to be held
as part of the general funds of Holding, and no individual or entity other than
Holding shall have any interest in such funds until paid to a Participant.


 


11.15.      Unsecured Creditor.  To the extent that any Participant or his
executor, administrator or other personal representative, as the case may be,
acquires a right to receive any payment from Holding pursuant to this Plan,
such right shall be no greater than the right of an unsecured general creditor
of Holding.


 


11.16.      Severability of Provisions.  If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provision had not been included.


 


11.17.      Term of Plan.  This Plan shall be effective as of
June 30, 2003 and shall expire on the tenth anniversary of such date
(except as to Incentive Awards outstanding on that date), unless sooner
terminated pursuant to Section 10.


 


11.18.      Relationship to Incentive Award
Agreements.  To the extent any
provision of any agreement evidencing Incentive Awards is inconsistent with
this Plan, the terms of this Plan shall apply.


 


June 30, 2003


 


20

















 


Exhibit
B


 


 


STOCK OPTION AGREEMENT


 


STOCK
OPTION AGREEMENT, dated as of [
      ],
2003 between Travel Transaction Processing Corporation, a Delaware corporation
(“Holding”), and
             
(the “Employee”), 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 meanings
given to such terms in the Plan.


 


WHEREAS,
Holding desires to grant options to purchase shares of its Class A Common
Stock, par value $.01 per share (the “Common
Stock”), to certain key employees of Holding and its
Subsidiaries;


 


WHEREAS,
Holding has adopted the Plan in order to effect such grants; and


 


WHEREAS,
the Employee is a key employee as contemplated by the Plan, and the Committee
has determined that it is in the interest of Holding to grant these options to
the Employee.


 


NOW,
THEREFORE, in consideration of the premises and subject to the terms and
conditions set forth herein and in the Plan, the parties hereto agree as
follows:


 


1.             Confirmation of Grant.


 


(a)           Confirmation
of Grant.  Holding hereby evidences
and confirms the grant to the Employee, effective as of the date hereof (the “Grant Date”), of:


 


(i)            options to purchase from Holding [     ] shares
of Common Stock at the exercise price specified in Section 2(a) (the “Series 1 Options”); and


 


(ii)           options to purchase from Holding [       ] shares
of Common Stock at the exercise price specified in Section 2(b) (the “Series 2 Options” and, together with
the Series 1 Options, the “Options”).


 


(b)           Options
Subject to Plan.  The Options
granted pursuant to this Agreement are subject in all respects to the Plan, all
of the terms of which are made a part of and incorporated into this Agreement.  By signing this Agreement, the Employee
acknowledges that he has been provided a copy of the Plan and has had the
opportunity to review such Plan.


 

















 


(c)           Character
of Options.  The Options granted
hereunder are not intended to be “incentive stock options” within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended.


 


2.             Option Price.


 


(a)           Series
1 Options.  Subject to adjustment as
provided in Section 9, the Series 1 Options shall have an exercise price
per share of Common Stock that shall decline through the fifth anniversary of
the closing of the Partnership Interest Purchase Agreement (the “Closing”) as set forth on
Schedule A (the “Series 1 Option
Price”), provided that if all of the Company’s Series A
Cumulative Compounding Preferred Stock, par value $.01, (the “Preferred Stock”) is redeemed or
repurchased, or is exchanged for Common Stock, then the Series 1 Option Price
in effect at such time shall remain in effect thereafter notwithstanding any
reduction provided for on Schedule A.


 


(b)           Series
2 Options.  Subject to adjustment as
provided in Section 9, the Series 2 Options shall have an exercise price
per share of Common Stock that shall decline through the fifth anniversary of
the Closing as set forth on Schedule A (the “Series 2 Option Price”), provided that if all of the
Preferred Stock is redeemed or repurchased, or is exchanged for Common Stock,
then the Series 2 Option Price in effect at such time shall remain in effect
thereafter notwithstanding any reduction provided for on Schedule A.


 


3.             Exercisability.


 


(a)           Vesting
Provisions.  The Options shall
become exercisable in five equal installments on each of the first five
anniversaries of the Grant Date, subject to the Employee’s continuous
employment with Holding or any Subsidiary from the Grant Date to such
anniversary.


 


(b)           Change
in Control.  Notwithstanding
Section 3(a), all outstanding Options shall vest immediately prior to a
Change in Control.


 


(c)           Normal
Expiration Date.  Unless the Options
earlier terminate in accordance with Section 5, the Options shall
terminate on the tenth anniversary of the Grant Date (the “Normal Expiration Date”).  Once Options have become exercisable
pursuant to this Section 3, such Options may be exercised, subject to the
provisions hereof, at any time and from time to time until the Normal
Expiration Date.


 


4.             Method of Exercise and Payment.


 


All or
part of the exercisable Options may be exercised by the Employee upon (a)
the Employee’s written notice to Holding of exercise, (b) the Employee’s
payment of the Series 1 Option Price or the Series 2 Option Price, as
applicable, in full at 


 


2

















 


the time of exercise (i) in cash or cash equivalents, (ii)
in unencumbered shares owned by the Employee for at least six (6) months (or
such longer period as is required by applicable accounting standards to avoid a
charge to earnings) having a fair market value on the date of exercise equal to
the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii)
in a combination of cash and Common Stock or (iv) in accordance with
such procedures or in such other form as the Committee shall from time to time
determine, (c) the Employee’s execution of a stock subscription agreement which
shall be in substantially the form of the Stock Subscription Agreement
attached to the Plan as Exhibit B, and (d) the Employee’s execution of
the Stockholders Agreement and Registration Rights Agreement in order to become
a party to such agreements with respect to the shares of Common Stock issuable
upon the exercise of such Options.  As
soon as practicable after receipt of a written exercise notice and payment in
full of the exercise price of any exercisable Options and receipt of evidence
of the Employee’s execution of the Stockholders Agreement and Registration
Rights Agreement in accordance with this Section 4, but subject to
Section 6 below, Holding shall deliver to the Employee a certificate or
certificates representing the shares of Common Stock acquired upon the exercise
thereof, registered in the name of the Employee, provided that, if
Holding, in its sole discretion, shall determine that, under applicable
securities laws, any certificates issued under this Section 4 must bear a
legend restricting the transfer of such Common Stock, such certificates shall
bear the appropriate legend.


 


5.             Termination of Employment.


 


(a)           Termination
of Employment Due to Death.  Unless
otherwise determined by the Committee, if the Employee’s employment with
Holding or any Subsidiary terminates by reason of the Employee’s death, then
all Options held by the Employee that are exercisable as of the date of such
termination may be exercised by the Employee’s beneficiary as designated in
accordance with Section 8, or if no such beneficiary is named, by the
Employee’s estate, at any time prior to six months following the Employee’s
termination of employment or the Normal Expiration Date of the Options,
whichever period is shorter.  Upon the
Employee’s termination on account of death, any Options that are not then
exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


(b)           Termination
for Cause.  Unless otherwise
determined by the Committee, if the Employee’s employment with Holding or any
Subsidiary is terminated for Cause, all Options held by the Employee, whether
or not then exercisable, shall terminate and be canceled immediately upon such
termination of employment.


 


(c)           Other
Termination of Employment.  Unless
otherwise determined by the Committee, if the Employee’s employment with
Holding or any Subsidiary terminates for any reason other than (i) due
to death or (ii) for Cause, then any Options held by the Employee which
are exercisable at the date of the Employee’s termination of


 


3

















 


employment
shall be exercisable at any time up until the 90th day following the Employee’s
termination of employment (or, in the event that the Employee dies after
terminating his employment, but within the period during which the Options
would otherwise be exercisable hereunder, the 120th day after the date of the
Employee’s death) or the Normal Expiration Date of the Options, whichever
period is shorter, but any Options held by the Employee that are not then
exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


(d)           Committee
Discretion.  Notwithstanding
anything else contained herein to the contrary, the Committee may at any time
extend the post-termination exercise period of all or any portion of the
Options up to and including, but not beyond, the Normal Expiration Date of such
Options.


 


6.             Tax Withholding.


 


Whenever
Common Stock is to be issued pursuant to the exercise of an Option or any cash
payment is to be made hereunder, Holding or its Subsidiary shall have the power
to withhold, or require the Employee to remit to Holding or such Subsidiary, an
amount sufficient to satisfy federal, state, and local withholding tax
requirements relating to such transaction, and Holding or such Subsidiary may
defer payment of cash or issuance of Common Stock until such requirements are
satisfied.


 


7.             Nontransferability of Awards.


 


Unless
the Committee shall permit (on such terms and conditions as it shall establish)
Options to be transferred, no Options may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. 
Following the Employee’s death, all rights with respect to Options that
were exercisable at the time of the Employee’s death and have not terminated
shall be exercised by his designated beneficiary, his estate or such transferee
as permitted by the Committee.


 


8.             Beneficiary Designation.


 


The
Employee 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 Employee, shall be in a form reasonably prescribed by the
Committee, and will be effective only when filed by the Employee in writing
with the Committee during his lifetime. 
If no beneficiary is named, or if a named beneficiary does not survive
the Employee, Section 11.2 of the Plan shall determine who may exercise
the Employee’s rights under the Plan.


 


4

















 


9.             Adjustment in Capitalization.


 


The
aggregate number of shares of Common Stock available under the Plan and subject
to outstanding Option grants and the respective prices and/or vesting criteria
applicable to outstanding Options, shall be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Committee, any dividend
payable in stock, stock split or share combination of, or extraordinary cash
dividend on, the Common Stock, or any recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares affecting
the Common Stock, or any other similar event affecting the Common Stock.  All determinations and calculations required
under this Section 9 shall be made in the sole discretion of the
Committee.


 


10.           Requirements of Law.


 


The
issuance of shares of Common Stock pursuant to the Options shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.  Such issuance may be delayed, if necessary,
to comply with applicable laws, including the U.S. federal securities laws and
any applicable state or foreign securities laws, and no shares of Common Stock
shall be issued upon exercise of any Options granted hereunder, if such
exercise would result in a violation of applicable law.


 


11.           No Guarantee of Employment.


 


Nothing
in this Agreement shall interfere with or limit in any way the right of Holding
or its Subsidiary to terminate the Employee’s employment at any time, or confer
upon the Employee any right to continue in the employ of Holding or its
Subsidiary.


 


12.           No Rights as Stockholder.


 


Except
as otherwise required by law, the Employee shall not have any rights as a
stockholder with respect to any shares of Common Stock covered by the Options
granted hereby until such time as the shares of Common Stock issuable upon
exercise of such Options have been so issued. 
Notwithstanding anything else contained herein to the contrary, the
exercise of any portion of the Options hereby is expressly conditioned on the
Employee executing a stock subscription agreement which shall be in
substantially the form of Stock Subscription Agreement attached to the Plan as
Exhibit B.


 


13.           Interpretation; Construction.


 


Any
determination or interpretation by the Committee under or pursuant to this
Agreement shall be final and conclusive on all persons affected hereby.  Except as 


 


5

















 


otherwise expressly provided in the Plan, in the event of a conflict
between any term of this Agreement and the terms of the Plan, the terms of the
Plan shall control.


 


14.           Amendments.


 


The Committee
shall have the right, in its sole discretion, to alter or amend this Agreement,
from time to time, as provided in the Plan in any manner for the purpose of
promoting the objectives of the Plan, provided that no such amendment
shall in any manner adversely affect the Employee’s rights under this Agreement
without the Employee’s consent.  Subject
to the preceding sentence, any alteration or amendment of this Agreement by the
Committee shall, upon adoption thereof by the Committee, become and be binding
and conclusive on the Employee without requirement for the Employee’s consent
or other action.  Holding shall give
written notice to the Employee of any such alteration or amendment of this
Agreement as promptly as practicable after the adoption thereof.  This agreement may also be amended by a
written agreement executed by both Holding and the Employee.


 


15.           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 Employee, as
the case may be, at the following addresses or to such other address as Holding
or the Employee, 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


 


(ii)           if to the Employee, to the Employee 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.  Copies of any notice or other
communication given under this Agreement shall also be given to:


 


Citigroup Venture Capital
Equity 

Partners, L.P.

399 Park Avenue, 14th Floor


 


6

















 


New York, New York 10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


Ontario
Teachers’ Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania 19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra


 


Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(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. 
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 either party to exercise any right or privilege hereunder shall
be deemed a waiver of such


 


7

















 


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)           Entire
Agreement. This Agreement, together with the Plan, 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 affiliates, representatives and agents in respect of the
subject matter hereof.


 


(e)           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.


 


(f)            Section
and  Other Headings.  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.


 


(g)           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 be deemed to be one and the same instrument.


 


8

















 


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


 


	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


9

















 


SCHEDULE A


 


SERIES 1 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise
  Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 2.11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after
  Closing to 12 months after Closing

  	
   

  	
  $ 1.95

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 1.78

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 1.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 1.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 30 months after
  Closing to 36 months after Closing

  	
   

  	
  $ 1.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after
  Closing to 42 months after Closing

  	
   

  	
  $ 0.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after
  Closing to 48 months after Closing

  	
   

  	
  $ 0.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after
  Closing to 54 months after Closing

  	
   

  	
  $ 0.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after Closing to Normal Expiration
  Date

  	
   

  	
  $ 0.32

  	
   

  



 


SERIES 2 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise Price
  per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Closing to 6 months after Closing

  	
   

  	
  $ 7.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 6 months after
  Closing to 12 months after Closing

  	
   

  	
  $ 7.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 12 months after
  Closing to 18 months after Closing

  	
   

  	
  $ 6.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 18 months after
  Closing to 24 months after Closing

  	
   

  	
  $ 6.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 24 months after
  Closing to 30 months after Closing

  	
   

  	
  $ 6.61

  	
   

  



 


10 
















 


	
  From 30 months after Closing to 36 months after
  Closing

  	
   

  	
  $ 6.42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 36 months after
  Closing to 42 months after Closing

  	
   

  	
  $ 6.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 42 months after
  Closing to 48 months after Closing

  	
   

  	
  $ 6.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 48 months after
  Closing to 54 months after Closing

  	
   

  	
  $ 5.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 54 months after
  Closing to 60 months after Closing

  	
   

  	
  $ 5.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From 60 months after
  Closing to Normal Expiration Date

  	
   

  	
  $ 5.29

  	
   

  



 


11

















 


Exhibit C


 


[FORM OF]


GENERAL
RELEASE OF ALL CLAIMS


 


WHEREAS,
my employment with Travel Transaction Processing Corporation (“TTPC”, together
with each subsidiary and affiliate thereof the “Company”) [terminated/will
terminate] on
                    ;
and


 


WHEREAS,
in connection with the termination of my employment, I am entitled to certain
payments and benefits under the terms of the Employment Agreement between me
and the Company dated as of
                    ,
2003 (the “Employment Agreement”) [insert any other relevant agreement
references], subject to my execution and delivery of this Release; and


 


WHEREAS,
I am a party to the following agreements with the Company pursuant to which I
acquired (or have the right to acquire) equity securities of the Company:  Management Stock Subscription Agreement,
dated as of               ,
2003, Restricted Stock Subscription Agreement, dated as of
              ,
2003, Stock Option Agreement, dated as of
              ,
2003 [insert other equity agreements] (the “Management Equity Agreements”);


 


WHEREAS,
I am entitled to certain benefits and subject to certain obligations pursuant to
the Stockholders Agreement, dated as of
              ,
2003, among TTPC, [Name] and each of the other parties named in the schedules
thereto (as amended from time to time in accordance with the terms thereof, the
“Stockholders Agreement”) and to the Registration Rights Agreement, dated as of
              ,
2003 among TTPC and each of the other persons party thereto (as amended from
time to time in accordance with the terms thereof, the “Registration Rights
Agreement”);


 


WHEREAS,
I, [insert name], acknowledge that I have been provided all monies owed through
the date I sign this General Release of All Claims (the “Release”) and that the
Company has satisfied all obligations to me arising out of or relating to my
employment with the Company or separation from such employment through the date
I sign this Release; and


 


NOW, THEREFORE, in consideration of the promises set forth
herein, I, [Name], on behalf of myself, my agents, representatives,
administrators, receivers, trustees, executives, successors, heirs, designees,
legal representatives, assignees and attorneys hereby irrevocably and forever
release, acquit and discharge TTPC, and all affiliated or related companies,
parents, divisions, or subsidiaries, whether said entities are incorporated,
unincorporated associations, partnerships or other entities and their owners,
shareholders, officers, directors, agents, attorneys, partners,


 

















 


members, employees, insurers, successors and assigns and each
of them (collectively, the “Company Group”) from any and all debts, claims,
demands, liabilities, actions or causes of action, of any kind, nature and
description, past or present, known or unknown, which I now have, or may have
or could assert against the Company Group arising out of, or in any way
connected with, my employment or my separation from employment, including but
not limited to any claims or demands for the following:  wrongful discharge; breach of an implied or
expressed employment contract; negligent or intentional infliction of emotional
stress; defamation; fraud; discrimination and/or harassment based on age, sex,
race, religion, national origin, sexual orientation, physical or mental
disability, or medical condition; violation of any section of the AIDS
Confidentiality Act, the Equal Employment for Persons with Disabilities Code,
the National Labor Relations Act, the Fair Labor Standards Act, the
Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, The
Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Age Discrimination
Act, the Age Discrimination In Employment Act, the Older Workers Benefit
Protection Act, the Employee Retirement Income Security Act of 1974, the
Occupational Safety and Health Act, the Consolidated Omnibus Budget
Reconciliation Act of 1985, the Family Medical Leave Act of 1993, the
Immigration Reform and Control Act of 1986, or any other federal, state or
local laws or regulations; unpaid wages, salary, overtime compensation,
bonuses, commissions, or other compensation of any sort; for damages of any
nature, including compensatory, general, special or punitive; or for costs,
fees or other expenses, including but not limited to attorneys’ fees, incurred
regarding these matters.  The foregoing
list is meant to be illustrative rather than inclusive.  Notwithstanding the foregoing, this release
and my understandings, agreements, representations and warranties set forth
below do not (x) preclude me from seeking to obtain any payments or
benefits to which I may be entitled under Section 8 of the Employment
Agreement, under the Management Equity Agreements or under any applicable
employee benefit plans (other than any severance plan or policy or any other
benefit plan or program specifically referred to in the Employment Agreement
and for which payment is made in accordance with the terms of the Employment
Agreement, which payment is stated to be in satisfaction of my rights
thereunder, or any Options, Share grants, subscription or other rights under
the Management Equity Agreements that terminate upon my ceasing to be employed
by the Company), but my entitlement to such payments and benefits, if any, will
be determined in accordance with such agreements and any relevant plan documents
or (y) release any rights under the Stockholders Agreement or the
Registration Rights Agreement, which will be determined in accordance with the
terms of such agreements.


 


If I,
[Name], initiate or participate in any legal action in violation of this release,
TTPC may reclaim any amounts paid in respect of my termination, without waiving
the


 


2

















 


release
granted herein, and terminate any benefits or payments that are due to me, in
addition to any other remedies.


 


FURTHER,
in consideration of said promises and as a further consideration for this
Release, I, [Name], understand, agree, represent and warrant as follows:


 


1.     That this is a full and final release applying to all unknown
and unanticipated injuries, claims, or damages arising out of said employment,
as well as to those now known or disclosed and that I, [Name], voluntarily
waive all rights or benefits which I now have, with the express intention of
releasing and extinguishing unknown or unsuspected obligations, and I warrant
that I am currently unaware of any claim(s), rights(s), demands(s), or debt(s),
actions(s), obligations(s), liability or causes(s) of action whatsoever against
the Company which I have not released pursuant to this Release.  I, [Name], understand, agree and acknowledge
that this Release is intended to include in its effect, without limitation,
claims and causes of action which I do not know of or suspect to exist in my
favor at the time of executing this Release, and that this Release contemplates
extinguishment of all such claims and causes of action.


 


12.
2.       That, I, [Name], have had
the opportunity to consult with a representative of my own choosing with
respect to this Release; that I have read this Release; that I am fully aware
of its contents and of its legal effect; and I freely and voluntarily entered
into it.


 


13. 3.       That, I, [Name], will not file or bring
any claims, charges, complaints, or other actions against the Company or the
Company Group arising out of or based upon the circumstances of my employment
or my separation from employment, except as otherwise expressly required by law
or with respect to matters not released hereunder.


 


14. 4.       That, I, [Name], warrant that except as
expressly set forth herein, no representations of any kind or character have
been made to me by the Company or any of the Company’s agents, representatives,
employees or attorneys (or anyone else purporting to act in any such
capacities) to induce me to execute this Release.


 


15. 5.       That, I, [Name], acknowledge and agree
that none of the Employment Agreement, the consideration given thereunder or
this Release is to be construed as an admission by the Company or as an
admission of any act or fact whatsoever.


 


16. 6.       The consideration set forth in Section 8
of the Employment Agreement exceeds any amount and/or consideration to which I
would otherwise be entitled under the Company’s standard operating policies,
practices, or as required by law.  All
amounts to which I would be entitled under the Company’s policies, practices
and/or as required by law have been tendered to me and are hereby
acknowledged.  Therefore, said
consideration is not paid as wages or other compensation due, but is paid
solely in


 


3

















 


consideration of this Release and the provisions set
forth herein relating to Confidential Information.


 


17.
7.       Compliance
With Older Workers Benefit Protection Act.


 


In compliance with the Older
Workers Benefit Protection Act (P.L. 101-433), the Company and [Name] do hereby
acknowledge as follows:


 


(a)              (a)  That, I, [Name], acknowledge that this
Release specifically applies to any rights or claims I may have against the
Company or any party released herein under the federal Age Discrimination in
Employment Act of 1967, as amended;


 


(b)              (b)  This
Release does not purport to waive rights or claims that may arise from acts or
events occurring after the date that this Release is executed by the parties;


 


(c)              (c)  That, I, [Name], acknowledge that the
consideration provided for in this Release and the provisions of this paragraph
are in addition to that to which I am already entitled;


 


(d)              (d)  That, I,
[Name], understand that this Release shall be revocable for a seven (7) day
period following execution of this Release by me.  Accordingly, this Release shall not become effective or
enforceable until the expiration of this seven (7) day revocation period.


 


(e)              (e)  That, I, [Name], acknowledge that I have
been advised of my right to consult with an attorney, and have in fact
consulted with an attorney, prior to signing this Release and have been given a
period of twenty-one (21) days within which to consider whether to sign this
Release.


 


18.        This Release is made in the State
of New York and shall be interpreted under the laws of said State. Its language
shall be construed as a whole, according to its fair meaning and not strictly
for or against either party.


 


19.        In the event that it shall be necessary
for any party hereto to institute legal action to enforce any of the terms and
conditions or provisions contained herein, or for any breach thereof, the
prevailing party in such action shall be entitled to costs and reasonable
attorneys’ fees.


 


4

















 


PLEASE READ CAREFULLY, THIS RELEASE INCLUDES A
WAIVER AND A SETTLEMENT OF ALL KNOWN AND UNKNOWN CLAIMS.


 


 


	
   

  	
  DATED:                    ,
  20   

  	
  [NAME]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATED:                    ,
  2003

  	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


5