Exhibit
10.59


 


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


 


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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 


 


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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”).


 


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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, 


 


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“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.


 


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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.


 


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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


 


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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 


 


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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 


 


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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.


 


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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


 


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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 A


 


 


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 B


 


STOCK SUBSCRIPTION AGREEMENT


 


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


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS,
the Board of Directors of Holding (the “Board”)
has granted options to officers and key employees of Holding and its
Subsidiaries under the Plan;


 


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


 


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


 


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


 


1.             Purchase and Sale of Shares.


 


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


 

















 


in which the sale of Common
Stock to such person would constitute a violation of the securities, “blue sky”
or other laws of such jurisdiction.


 


(b)           Consideration.  Subject to the terms and conditions of this
Agreement, the Purchaser shall deliver to Holding at the Closing referred to in
Section 2(a) hereof an amount equal to the aggregate purchase price for
the Shares set forth on the signature page hereof (the “Consideration”) in either (i)
cash or cash equivalents, (ii) at any time following a Public Offering,
unencumbered shares of Common Stock which have been owned by the Purchaser 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 Consideration, (iii) a
combination of cash and such unencumbered shares of Common Stock, or (iv)
such other consideration as the Committee shall determine.


 


2.             Closing.


 


(a)           Time and Place.  Except as otherwise agreed by Holding and
the Purchaser, the closing (the “Closing”)
of the transaction contemplated by this Agreement shall be held at the offices
of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York  at 10:00 a.m. (New York  time) on [     , 2003] (the “Closing Date”).


 


(b)           Delivery by Holding.  At the Closing, Holding will deliver a stock
certificate registered in the Purchaser’s name and representing the Shares,
which certificate shall bear the legends set forth in Section 4(b).


 


(c)           Delivery by the Purchaser.  At the Closing, the Purchaser will deliver
to Holding the consideration referred to in Section 1(b) hereof.


 


3.             Repurchase Option.


 


(a)           Terminations Other Than for Cause.  Unless otherwise determined by the Committee
at the time of purchase and except as provided in Section 3(b), upon any
termination of the Purchaser’s employment with Holding or its Subsidiary prior
to a Public Offering and continuing until the time of a Public Offering,
Holding and then CVC and OTPP and their respective affiliates (in accordance
with the procedures described in Section 3(c)) may repurchase all or any
portion of the Shares then held by such Purchaser for a cash payment equal to
the Fair Market Value of the Shares (or the portion thereof so purchased).


 


(b)           Termination for Cause. Unless
otherwise determined by the Committee at the time of purchase, upon termination
of the Purchaser’s employment by Holding or its Subsidiary for Cause prior to a
Public Offering and continuing until the time of a Public Offering, Holding and
then CVC and OTPP and their respective


 


2

















 


affiliates (in accordance with
the procedures described in Section 3(c)) may repurchase all or any
portion of the Shares then held by such Purchaser for a cash payment equal to
the lesser of (x) Fair Market Value of the Shares (or the portion
thereof so purchased), and (y) the Purchaser’s purchase price for the
Shares.


 


(c)           Procedures for the Repurchase of
Shares.  Notwithstanding anything to
the contrary contained herein, any repurchase of Shares pursuant to this
Section 3 shall not be effected prior to the expiration of a period of,
and the Fair Market Value shall be determined as of a date, at least six months
and one day from the date such Shares were purchased by the Purchaser.  Holding shall have an exclusive right to
repurchase Shares until the First Repurchase Date.  If Holding fails to repurchase all of a terminated Participant’s
Shares prior to the First Repurchase Date, then Holding shall notify both CVC
and OTPP within three business days after the First Repurchase Date, and CVC
and OTPP shall have an additional 30 days from the First Repurchase Date to
purchase such Participant’s Shares in such proportions as each shall determine,
provided that if CVC and OTPP cannot agree on the proportion that each shall
purchase, then each shall be entitled to purchase that percentage of such
terminated Participant’s Shares that will result in CVC and OTPP owning the
same percentage of Common Stock relative to each other before and after such
purchase (such percentage calculated by treating all Shares as Common Stock).


 


(d)           Use of Proceeds.  If Holding elects to repurchase any Shares
pursuant to this Section 3, Holding may apply the proceeds from such
repurchase to any and all outstanding obligations of the Purchaser due Holding
or guaranteed by Holding in respect of the Shares.


 


4.             Purchaser’s Representations, Warranties and Covenants.


 


(a)           Investment Intention.  The Purchaser represents and warrants that
the Purchaser is acquiring the Shares solely for the Purchaser’s own account
for investment and not with a view to, or for sale in connection with, any
distribution thereof.  The Purchaser
agrees that the Purchaser will not, directly or indirectly, offer, transfer,
sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of any
Shares), or any interest therein or any rights relating thereto, except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Act”),
all applicable state securities or “blue sky” laws, Section 2.1 of the
Stockholders Agreement and Section 5 of the Registration Rights
Agreement.  Any attempt by the Purchaser,
directly or indirectly, to offer, transfer, sell, pledge, hypothecate or
otherwise dispose of any Shares or any interest therein, or any rights relating
thereto, without complying with the provisions of this Agreement,
Section 2.1 of the Stockholders Agreement and Section 5 of the
Registration Rights Agreement, as such agreements shall be amended from time to
time, shall be void and of no effect.


 


3

















 


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


 


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


 


(ii)           “THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO (A) THE PROVISIONS OF A 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 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


 


4

















 


ON THE BOOKS OF THE
ISSUER, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF
COMPLIANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENTS.”


 


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


 


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


 


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


 


5

















 


documentation as Holding may
reasonably require to assure compliance with Rule 144 in connection with such
disposition.


 


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


 


(f)            Access to Information, etc.;
Sophistication; Lack of Reliance. 
The Purchaser represents and warrants that (i) the Purchaser has
carefully reviewed the materials furnished to the Purchaser in connection with
the transaction contemplated hereby, including, without limitation, the Plan
and the other materials furnished to the Purchaser in connection with the
transactions contemplated hereby, (ii) the Purchaser is familiar with
the business and financial condition, properties, operations and prospects of
Holding and that the Purchaser has been granted the opportunity to ask
questions of, and receive answers from, representatives of Holding concerning
Holding and the terms and conditions of the purchase of the Shares and to
obtain any additional information that the Purchaser deems necessary, (iii)
the Purchaser’s knowledge and experience in financial and business matters is
such that the Purchaser is capable of evaluating the merits and risk of the
investment in the Shares, (iv) the Purchaser has carefully reviewed the
terms and provisions of the Stockholders Agreement and Registration Rights
Agreement and has evaluated the restrictions and obligations contained therein,
and (v) the Purchaser is, and will be at the Closing, either (A)
an officer or employee of Holding or one of its subsidiaries or (B) an
“Accredited Investor” under Regulation D promulgated under the Act and agrees
to furnish such documents and to comply with such reasonable requests of
Holding as may be necessary to substantiate the Purchaser’s status as a
qualifying investor in connection with this private offering of Shares to the
Purchaser.  In furtherance of the
foregoing, the Purchaser represents and warrants that (x) no
representation or warranty, express or implied, whether written or oral, as to
the financial condition, results of operations, prospects, properties or
business of Holding or as to the desirability or value of an investment in
Holding has been made to the Purchaser by or on behalf of Holding, except for
those representations and warranties contained in Section 6 and the
Stockholders Agreement, (y) the Purchaser has relied upon the
Purchaser’s own independent appraisal and investigation, and the advice of the
Purchaser’s own counsel, tax advisors and other advisors, regarding the risks
of an investment in Holding and (z) the Purchaser will
continue to bear sole responsibility for making the Purchaser’s own independent
evaluation and monitoring of the risks of the Purchaser’s investment in
Holding.


 


(g)           Due Execution and Delivery.  The Purchaser represents and warrants that (i) the
Purchaser has duly executed and delivered this Agreement, (ii) all
actions required to be taken by or on behalf of the Purchaser to authorize the
Purchaser to execute, deliver and perform the Purchaser’s obligations under
this Agreement, the


 


6

















 


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


 


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


 


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


 


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


 


6.             Representations and Warranties of Holding.  Holding represents and warrants to the
Purchaser that (i) Holding is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii)
the execution and delivery of this Agreement, the Stockholders Agreement and
the Registration Rights Agreement, the performance of Holding’s obligations
hereunder and thereunder and the consummation by it of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
requisite corporate action on the part of Holding, (iii) this
Agreement has been duly and validly executed by Holding and constitutes, and
the Stockholders Agreement and the Registration Rights Agreement when executed
by


 


7

















 


Holding will constitute, the
legal, valid and binding obligations of Holding enforceable against it in
accordance with their respective terms, except as the same may be affected by
bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable
principles relating to or limiting the rights of contracting parties generally
and (iv) the Shares, when issued and delivered in accordance with the
terms hereof, will be duly authorized, validly issued, fully paid and
nonassessable, and free and clear of any liens or encumbrances other than those
created by the Purchaser or pursuant to this Agreement, the Stockholders
Agreement or the Registration Rights Agreement or otherwise in connection with
the transactions contemplated hereby and thereby.


 


7.             Miscellaneous.


 


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


 


(i)            if to Holding, to it at:


 


300 Galleria
Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


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


 


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


 


8

















 


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.  Except for the
rights given to CVC and OTPP and their respective affiliates in  Sections 3(a), 3(b), and 3(c), nothing in
this Agreement, express or implied, is intended or shall be construed to give
any person other than the parties to this Agreement or their respective
successors or assigns any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.


 


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


 


(d)           Amendment.  This Agreement may be amended, modified or
supplemented only by a written agreement executed by the Purchaser and Holding
and, prior to a Public Offering, any amendment, modification or supplementation
to Sections 


 


9

















 


3(a), 3(b) and 3(c) that
adversely affects the rights of either or both of CVC and OTPP thereunder must
also be consented to by CVC and/or OTPP, as applicable, in writing.


 


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


 


(f)            Tax Withholding.  Whenever any cash payment is to be made
hereunder, Holding or any Subsidiary shall have the power to withhold, or
require the Purchaser to remit to Holding or such Subsidiary, an amount
sufficient to satisfy federal, state, and local withholding tax requirements
relating to such transaction, and Holding or such Subsidiary may defer the
payment of cash until such requirements are satisfied.


 


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


 


(h)           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.


 


(i)            Survival.  Section 3 (relating to Purchaser’s
representations, warranties and covenants) and Section 6 (relating to
Holding’s representations and warranties) shall survive any termination of this
Agreement.


 


(j)            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.


 


(k)           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.


 


10

















 


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


 


	
   

  	
  HOLDING

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  State
  of Residence:

  



 


 


	
  Total Number of Shares of Common Stock to be
  Purchased:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Purchase Price:

  	
   

  	
   

  



 


11

















 


Exhibit C


 


RESTRICTED STOCK SUBSCRIPTION AGREEMENT


 


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


 


W  I  T  N
E  S  S  E  T  H:


 


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


 


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


 


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


 


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


 


1.             Purchase and Sale of Shares.


 


(a)           Purchase of Shares.  Subject to all of the terms and conditions
of this Agreement, the Purchaser hereby subscribes for and shall purchase, and
Holding shall sell to the Purchaser, the Shares at a purchase price of $       per
Share, at the Closing provided for in Section 2(a) hereof, such Shares
being issued pursuant to and in accordance with the Plan.  The Plan is incorporated herein by reference
and made a part of this Agreement, and the Purchaser hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all of the terms and
conditions herein and therein.  To the
extent any provision herein is inconsistent with the Plan, the terms of the
Plan shall apply.  Notwithstanding
anything in this Agreement to the contrary, Holding shall have


 

















 


no obligation to sell any
Common Stock to (i) any person who is not an employee of Holding or
its Subsidiary at the time that such Common Stock is to be sold or (ii) any
person who is a resident of a jurisdiction in which the sale of Common Stock to
such person would constitute a violation of the securities, “blue sky” or other
laws of such jurisdiction.


 


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


 


2.             Closing.


 


(a)           Time and Place.  Except as otherwise agreed by Holding and
the Purchaser, the closing (the “Closing”)
of the transaction contemplated by this Agreement shall be held at the offices
of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York  at 10:00 a.m. (New York  time) on [       , 2003] (the “Closing Date”).


 


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


 


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


 


3.             Restricted Period.


 


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


 


(b)           Restricted Period.  Except as otherwise provided in
Section 8 hereof, or in the Plan, the Restricted Period shall lapse as to
20% of the Shares on each of the first five anniversaries of the Closing (each
such anniversary, the “Vesting Date”
as


 


2

















 


to the applicable 20% tranche
of the Shares), which lapses shall be cumulative, subject to the Purchaser’s
continuous employment with Holding or its Subsidiary from the Closing to such
anniversary.


 


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


 


4.             Repurchase Option.


 


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


 


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


 


(c)           Termination for Any Other Reason.  Unless otherwise determined by the Committee
at the time of purchase, upon any termination of the Purchaser’s employment
with Holding or its Subsidiary other than a termination for Cause or a
Voluntary Resignation, Holding and then CVC and OTPP and their respective
affiliates (in accordance with the procedures described in Section 4(d))
may (i) repurchase all or any portion of the Restricted Stock then held
by the Purchaser for which the Restricted Period has not lapsed as of the date
of termination for a cash payment equal to the Purchaser’s purchase price of
such Restricted Stock plus interest accrued from the date of purchase at the
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).


 


3

















 


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


 


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


 


5.             Purchaser’s Representations, Warranties and Covenants.


 


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


 


4

















 


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


 


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


 


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


 


(iii)          “THE ISSUER WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE,


 


5

















 


PARTICIPATING, OPTIONAL
OR OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE
ISSUED AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.”


 


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


 


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


 


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


 


(f)            Access to Information, etc.; Sophistication;
Lack of Reliance.  The Purchaser represents and warrants that (i)
the Purchaser has carefully reviewed the materials furnished to the Purchaser
in connection with the transaction contemplated


 


6

















 


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


 


(g)           Due Execution and Delivery.  The Purchaser represents and warrants that (i) the
Purchaser has duly executed and delivered this Agreement, (ii) all
actions required to be taken by or on behalf of the Purchaser to authorize the
Purchaser to execute, deliver and perform the Purchaser’s obligations under
this Agreement, the Stockholders Agreement and the Registration Rights
Agreement have been taken and this Agreement constitutes and, upon execution
thereof, the Stockholders Agreement and the Registration Rights Agreement will
constitute the Purchaser’s legal, valid and binding obligations, enforceable
against the Purchaser in accordance with their respective terms, (iii)
the execution and delivery of this Agreement, the Stockholders Agreement and
the Registration Rights Agreement, and the consummation by the Purchaser of the
transactions contemplated hereby and thereby in the manner contemplated hereby
and thereby do not and will not conflict with, or result in a breach of any
terms of, or constitute a default under, any agreement or instrument or any
statute, law, rule or regulation, or any judgment, decree, writ, injunction,
order or award of any arbitrator, court or governmental authority which is
applicable to the Purchaser or by which the


 


7

















 


Purchaser or any material
portion of the Purchaser’s properties is bound, (iv) no consent,
approval, authorization, order, filing, registration or qualification of or
with any court, governmental authority or third person is required to be
obtained by such Purchaser in connection with the execution and delivery
of this Agreement, the Stockholders Agreement and the Registration Rights
Agreement or the performance of such Purchaser’s obligations hereunder or
thereunder and (v) such Purchaser is a resident of the state set forth
below such Purchaser’s name on the signature page hereof.


 


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


 


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


 


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


 


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


 


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


 


8

















 


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 at the time of the Change in Control.


 


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


 


10.           Miscellaneous.


 


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


 


(i)            if to Holding, to it at:


 


300 Galleria
Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


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


 


9

















 


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


 


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.  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


 


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


 


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


 


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


 


(f)            Tax Withholding.  Whenever any cash payment is to be made
hereunder, Holding or any Subsidiary shall have the power to withhold, or
require the Purchaser to remit to Holding or such Subsidiary, an amount
sufficient to satisfy federal, state, and local withholding tax requirements
relating to such transaction, and Holding or such Subsidiary may defer the
payment of cash until such requirements are satisfied.


 


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


 


(h)           No Guarantee of Employment.  Nothing in this Agreement shall interfere
with or limit in any way the right of Holding or any Subsidiary to terminate
the


 


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Purchaser’s employment at any
time, or confer upon the Purchaser any right to continue in the employ of
Holding or any Subsidiary.


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  HOLDING

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  State
  of Residence:

  



 


 


	
  Total Number of Shares of Common Stock to be
  Purchased:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Purchase Price:

  	
   

  	
   

  



 


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Annex A


 


Initial Restricted Stock Grants


 




	
  Selected
  Employees

  	
   

  	
  Number of Shares of

  Restricted Stock to be

  Granted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rakesh Gangwal

  	
   

  	
  2,702,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Greg O’Hara

  	
   

  	
  1,316,000

  	
   

  






 


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