Exhibit
10.31


 


Execution
Copy


 


RESTRICTED STOCK
SUBSCRIPTION AGREEMENT


 


RESTRICTED STOCK
SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, between Travel Transaction Processing Corporation,
a Delaware corporation (“Holding”),
and the employee whose name appears on the signature page hereof (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 same meanings given to such terms in the Plan.


 


W  I
T  N  E  S  S  E  T  H:


 


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


 


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


 


WHEREAS, Holding
desires to grant the Shares to the Employee on the terms and subject to the
conditions set forth herein in consideration of the Employee’s entering into an
employment agreement with Holding, dated as of June 30, 2003 (as amended from
time to time, the “Employment Agreement”)
and agreeing to perform future services for Holding under the Employment
Agreement.


 


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


 


1.                                       Grant
of Shares.


 


(a)                                  Grant
of Shares.  Subject to all of the
terms and conditions of this Agreement, the Employee hereby subscribes for, and
Holding shall grant to the Employee, the Shares at the Closing provided for in
Section 2(a) hereof, such Shares being issued pursuant to and in accordance
with the Plan.  The Plan is incorporated
herein by reference and made a part of this Agreement, and the Employee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions herein and therein. 
To the extent any provision herein is inconsistent with the Plan, the
terms of the Plan shall apply. 
Notwithstanding anything in this Agreement to the contrary, Holding
shall have no obligation to grant any Common Stock to (i) any
person


 

















 


who is not an employee of Holding or its Subsidiary at the time that
such Common Stock is to be granted or (ii) any person who is a
resident of a jurisdiction in which the grant of Common Stock to such person
would constitute a violation of the securities, “blue sky” or other laws of
such jurisdiction.


 


(b)                                 Withholding
Payment.  In connection with the
grant of Shares described in Section 1(a) above, Holding shall pay the Employee
$240,897 to cover federal, state, and local withholding tax requirements
relating to such grant.  The Employee
hereby authorizes and directs Holding to withhold the full amount of such
payment to satisfy such withholding requirements.


 


2.                                       Closing.


 


(a)                                  Time
and Place.  Except as otherwise
agreed by Holding and the Employee, the closing (the “Closing”) of the transaction
contemplated by this Agreement shall be held at the offices of Latham &
Watkins LLP, 885 Third Avenue, New York, New York  at 10:00 a.m. (New York  time)
on June 30, 2003 (the “Closing Date”).


 


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


 


(c)                                  Delivery
by the Employee.  At the Closing,
the Employee will deliver to Holding a duly executed and undated instrument of
transfer or assignment in blank.


 


3.                                       Restricted
Period.


 


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


 


(b)                                 Restricted
Period.  Except as otherwise
provided in Sections 3 and 8 hereof, or in the Plan, the Restricted Period
shall lapse as to 20% of the Shares on each of the first five anniversaries of
the Closing (each such anniversary, the “Vesting
Date” as to the applicable 20% tranche of the Shares), which
lapses shall be cumulative, subject


 


2

















 


to the Employee’s continuous employment with Holding or its Subsidiary
from the Closing to such anniversary.


 


(c)                                  Accelerated
Vesting Upon Certain Terminations of Employment.  If the Employee voluntarily terminates the Employment Agreement
for any reason at any time subsequent to the third anniversary of the Closing,
then the 20% tranche of the Shares for which the Restricted Period was
scheduled to lapse on the next Vesting Date shall no longer be subject to the
Restricted Period and such Shares shall cease being Restricted Stock.  For the avoidance of doubt, no accelerated vesting
shall occur upon a termination due to retirement, death or Disability or a
termination by Holding or any Subsidiary with or without Cause.


 


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


 


4.                                       Repurchase
Option.


 


(a)                                  Voluntary
Resignation.  Upon the Employee’s
voluntary resignation from Holding and all Subsidiaries (other than a
resignation for Good Reason in accordance with the Employment Agreement),
Holding and then CVC and OTPP and their respective affiliates (in accordance
with the procedures described in Section 4(d)) may (i) repurchase all or
any portion of the Restricted Stock then held by such Employee for which the
Restricted Period has not lapsed as of the date of termination for a cash
payment equal to $0.31914894 per Share and (ii) repurchase all or any
portion of the Shares for which the Restricted Period has lapsed for a cash payment
equal to the Fair Market Value (as defined below) of the Shares (or the portion
thereof so purchased).  For purposes of
this Agreement, “Fair Market Value”
shall mean, if no Public Offering has occurred, the value of a share of Common
Stock as determined by the most recent annual valuation performed by an
independent valuation consultant or appraiser of recognized national standing
selected by the Board, and following a Public Offering, 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.


 


3

















 


(b)                                 Termination
for Cause. Upon termination of the Employee’s employment by Holding or its
Subsidiary for Cause, Holding and then CVC and OTPP and their respective
affiliates (in accordance with the procedures described in Section 4(d)) may
repurchase all or any portion of the Shares then held by such Employee for
a  per Share cash payment equal to the
lesser of (x) Fair Market Value and (y) $0.31914894.


 


(c)                                  Termination
for Any Other Reason.  Upon any
termination of the Employee’s employment with Holding and all Subsidiaries
other than a termination provided for in Sections 4(a) or 4(b) above, Holding
and then CVC and OTPP and their respective affiliates (in accordance with the
procedures described in Section 4(d)) may (i) repurchase all or any
portion of the Restricted Stock then held by the Employee for which the
Restricted Period has not lapsed as of the date of termination for a cash
payment equal to $0.31914894 per Share of such Restricted Stock plus interest
accrued from the date of purchase at the 10-year United States treasury rate
and (ii) repurchase the Shares for which the Restricted Period has
lapsed for a cash payment equal to the Fair Market Value of the Shares (or the
portion thereof so purchased).


 


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


 


(e)                                  Use
of Proceeds.  If Holding elects to
repurchase any Shares pursuant to this Section 4, Holding may apply the
proceeds from such repurchase to any readily ascertainable, non-contingent
outstanding obligations of the Employee due Holding or guaranteed by Holding in
respect of the Shares which are not in dispute.


 


5.                                       Employee’s
Representations, Warranties and Covenants.


 


(a)                                  Investment
Intention.  The Employee represents
and warrants that the Employee is acquiring the Shares solely for the
Employee’s own account for


 


4

















 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


6

















 


Holding should in the future engage the services of a stock transfer
agent, appropriate stop-transfer restrictions will be issued to such transfer
agent with respect to the Shares.


 


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


 


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


 


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


 


7

















 


independent evaluation and monitoring of the risks of the Employee’s
investment in Holding.


 


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


 


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


 


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


 


6.                                       The
Employee’s Rights with Respect to Restricted Stock.


 


(a)                                  Distributions.  Except as otherwise provided in this
Agreement or any other agreement entered into in respect of the Restricted
Stock, the Employee shall


 


8

















 


have, with respect to all shares of Restricted Stock, all of the rights
of a stockholder of Holding, including the right to vote such Restricted Stock,
the right to receive cash and other dividends, if any, as may be declared on
the Restricted Stock from time to time, and the right to receive cash proceeds
payable with respect to the Restricted Stock as a result of any merger,
reorganization, consolidation, or other corporate transaction of Holding to the
same extent as such cash proceeds are payable with respect to other shares of
the Common Stock.  Any securities issued
to or received by the Employee with respect to Restricted Stock as a result of
a stock split, a dividend payable in stock, a combination of shares or any
other change or exchange of the Restricted Stock for other securities, by
reclassification, reorganization, distribution, liquidation or otherwise shall
have the same status and bear the same legend as the Restricted Stock and shall
be held by Holding, if the Restricted Stock is being so held, unless otherwise
determined by the Committee.


 


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


 


8.                                       Change
of Control.


 


(a)                                  Lapse
of Restricted Period.  In the event
of a Change in Control, the Restricted Period shall lapse as to the remaining
Restricted Stock subject to the Restricted Period immediately prior to the time
of the Change in Control.


 


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


 


9

















 


10.                                 Miscellaneous.


 


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

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


 


10

















 


Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


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

222 North LaSalle Street

Chicago, Illinois 6061

Attention:  Thomas P. Desmond


 


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


 


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


 


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


 


(e)                                  Entire
Agreement.  This Agreement, together
with the Plan, the Stockholders Agreement and the Registration Rights
Agreement, is the entire agreement


 


11

















 


of the parties with respect to the subject matter hereof and supersedes
all other prior agreements, understandings, documents, statements,
representations and warranties, oral or written, express or implied, between
the parties hereto and their respective Subsidiaries, representatives and
agents in respect of the subject matter hereof.


 


(f)                                    Tax
Withholding.  Whenever any cash
payment is to be made hereunder, Holding or any Subsidiary shall have the power
to withhold, or require the 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 the payment of cash until such requirements are satisfied.


 


(g)                                 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.


 


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


 


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


 


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


 


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


 


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


 


12

















 


IN WITNESS
WHEREOF, Holding and the Employee have executed this Agreement 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

  
	
   

  	
   

  
	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ M. Gregory O’Hara

  	
   

  
	
   

  	
  M. Gregory O’Hara

  	
   

  
	
   

  	
  State of Residence:
  Florida

  	
   

  
						



 


 


	
  Total Number of Shares of Common Stock to be
  Granted:

  	
   

  	
  1,316,000

  



 


13