Exhibit
10.35


 


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


 


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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


 


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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


 


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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


 


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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/
  Dale Messick

  	
   

  
	
   

  	
  Dale
  Messick

  	
   

  
				



 


 


 


Number
of shares of Common Stock subject to

Series 1 Options:   40,000


 


 


Number
of shares of Common Stock subject to

Series 2 Options:   40,000


 


 


 


 


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

  



 


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