Exhibit
10.37


 


Execution Copy


 


STOCK
OPTION AGREEMENT


 


STOCK OPTION AGREEMENT,
dated as of September 22, 2003 between Travel Transaction Processing
Corporation, a Delaware corporation (“Holding”), and the employee of
Worldspan, L.P. whose name appears on the signature page hereof (the “Employee”),
pursuant to the Travel Transaction Processing Corporation Stock Incentive Plan,
as in effect and as amended from time to time (the “Plan”).  Capitalized terms that are not defined
herein shall have the 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 the
number of shares of Common Stock specified on the signature page hereof at the
exercise price specified in Section 2(a) (the “Series 1 Options”);
and


 


(ii)           options to purchase from Holding the
number of shares of Common Stock specified on the signature page hereof 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 the Employee 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 June 30,
2003 (the closing of the Partnership Interest Purchase Agreement) 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 June 30, 2003 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 August 31,
2003, 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 August 31,
2013 (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 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


 


2

















 


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 (if the Employee is not then a party to such agreements) 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 that the Employee is a party to 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.


 


The Stock Subscription
Agreement shall contain provisions providing that, upon any termination of the
Employee’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
of the Plan, to purchase all or any of the shares of Common Stock acquired by
the Employee upon exercise of any of the Options (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 of repurchase, provided that if the
Participant’s employment is terminated for Cause, then the cash payment shall
be equal to the lower of the Fair Market Value and the purchase price of the
shares of Common Stock so purchased.


 


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


 


3

















 


are exercisable at the date of the Employee’s termination of 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.


 


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


 


4

















 


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 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


 


5

















 


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.


 


(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


 


6

















 


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 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.


 


[signature page follows]


 


7

















 


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


 


 


	
   

  	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Rakesh Gangwal

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Michael B. Parks

  	
   

  
	
   

  	
   

  	
  Michael
  B. Parks

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number
  of shares of Common Stock subject to

  Series 1 Options:   30,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number
  of shares of Common Stock subject to

  Series 2 Options:   30,000

  
					



 


8

















 


SCHEDULE A


 


SERIES 1 OPTIONS


 


	
  Time of Exercise

  	
   

  	
  Exercise Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Grant Date to
  December 31, 2003

  	
   

  	
  $

  	
   2.11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2004 to June 30, 2004

  	
   

  	
  $

  	
   1.95

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2004
  to December 31, 2004

  	
   

  	
  $

  	
   1.78

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2005 to June 30, 2005

  	
   

  	
  $

  	
   1.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2005
  to December 31, 2005

  	
   

  	
  $

  	
   1.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2006 to June 30, 2006

  	
   

  	
  $

  	
   1.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2006
  to December 31, 2006

  	
   

  	
  $

  	
   0.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2007 to June 30, 2007

  	
   

  	
  $

  	
   0.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2007
  to December 31, 2007

  	
   

  	
  $

  	
   0.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2008 to Normal Expiration Date

  	
   

  	
  $

  	
   0.32

  	
   

  



 


 


	
  SERIES 2 OPTIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Time of Exercise

  	
   

  	
  Exercise Price per Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From Grant Date to
  December 31, 2003

  	
   

  	
  $

  	
   7.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2004 to June 30, 2004

  	
   

  	
  $

  	
   7.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2004
  to December 31, 2004

  	
   

  	
  $

  	
   6.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2005 to June 30, 2005

  	
   

  	
  $

  	
   6.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2005
  to December 31, 2005

  	
   

  	
  $

  	
   6.61

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2006 to June 30, 2006

  	
   

  	
  $

  	
   6.42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2006
  to December 31, 2006

  	
   

  	
  $

  	
   6.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2007 to June 30, 2007

  	
   

  	
  $

  	
   6.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2007
  to December 31, 2007

  	
   

  	
  $

  	
   5.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2008 to June 30, 2008

  	
   

  	
  $

  	
   5.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From July 1, 2008
  to Normal Expiration Date

  	
   

  	
  $

  	
   5.29

  	
   

  



 


9