Exhibit
10.20


EMPLOYMENT AGREEMENT


 


This Employment Agreement
is dated as of August 29, 2003 (the “Agreement”), and is between Worldspan,
L.P., a limited partnership organized and existing under the laws of Delaware
(the “Company”),
Travel Transaction Processing Corporation, a corporation organized and existing
under the laws of Delaware (“Holding”), and Susan J. Powers (the “Executive”).


W  I  T  N  E  S
S  E  T  H :


WHEREAS, Executive is currently serving as a senior
vice president of the Company;


WHEREAS, Executive and the Company are parties to the
Revised Key Management Retention Program agreement dated February 20, 2001 as
revised on February 18, 2003, February 26, 2003 and July 3, 2003 (the “Old
Agreements”);


WHEREAS, Holding (together with its subsidiaries) acquired
the Company on June 30, 2003 in a transaction that constituted a
“change-in-control” under the Old Agreements;


WHEREAS, simultaneously with the execution of this
Agreement, Executive is acquiring an equity interest in Holding;


WHEREAS, Holding, the Company and Executive desire for
Executive to continue on the management team of the Company, in each case, on
the terms and conditions set forth herein;


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


1.     Agreement to Employ; No Conflicts.  Upon the terms and subject to the conditions
of this Agreement, the Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue as an employee of the
Company, in each case, as of January 1, 2004 (the “Effective Date”).  Upon the execution of this Agreement by
Executive and Company, neither party may rescind its agreement to be bound
hereby.  The Executive represents that (i)
she is entering into this Agreement voluntarily and that her employment
hereunder and compliance with the terms and conditions hereof will not conflict
with or result in the breach by her of any agreement to which she is a party or
by which she may be bound, (ii) she has not violated, and in connection
with her employment with the Company will not violate, any non-solicitation,
non-competition or other similar covenant or agreement by which she is or may
be bound and (iii) in connection with her employment with the Company
she will not use any confidential or proprietary information she may have
obtained in connection with employment with any prior employer.

















 


2.     Term; Positions and Responsibilities.  (a)  Term.  Unless the Executive’s employment shall
sooner terminate pursuant to Section 7, the Company shall employ the Executive
hereunder for a term commencing on the Effective Date, and continuing until the
second anniversary of the Effective Date. 
Thereafter, the term of employment under this Agreement will
automatically renew for successive and consecutive one year periods following
the end of its initial term and any extended term, unless the Company or the
Executive gives the other party written notice at least 90 days prior to the
date the term hereof would otherwise renew that it or she does not want the
term to be so extended.  The period
during which the Executive is employed pursuant to this Agreement shall be
referred to as the “Employment Period.”


(b)   Position and Responsibilities.  During the Employment Period, the Executive
shall serve as a senior vice president of the Company or in a comparably titled
position.  The Executive shall have such
duties and responsibilities as are customarily assigned to individuals serving
in such position, and such other duties consistent with the Executive’s title
and position as the Company specifies from time to time.


(c)   Business Time.  During the Employment Period, the Executive
agrees to devote her full attention during normal business hours to the
business and affairs of the Company and to use her best efforts to perform
faithfully and efficiently the responsibilities assigned to her hereunder, to
the extent necessary to discharge such responsibilities, except for periods of
vacation, sick leave and other time off to which she is entitled and other
activities specifically approved by the Company.


3.     Compensation. 
(a)  Base Salary.  As compensation for the services to be
performed by the Executive during the Employment Period, the Company shall pay
the Executive a base salary at the annualized rate as in effect on the date
hereof, payable in installments on the Company’s regular payroll dates (but no
less frequently than monthly); provided, however, that such base salary shall
be subject to decrease in accordance with broad-based employee salary reduction
programs instituted by the Company from time to time.  Holding’s Board (the “Board”) shall review the Executive’s base
salary annually during the Employment Period and, in its sole discretion, may
increase such base salary from time to time. 
The annual base salary payable to the Executive under this Section 3(a),
as the same may be decreased or increased from time to time, shall hereinafter
be referred to as the “Base Salary.”


(b)   Performance Bonus.  During the Employment Period, in addition to
the Base Salary, the Executive shall be eligible to participate in performance
bonus plans that the Company provides to other senior executives from time to
time.


4.     Equity Arrangements. 
On the Effective Date, the Executive is acquiring equity securities of
Holding on the terms and conditions set forth in (i) the terms of the
Holding stock incentive plan adopted on June 30, 2003 (as amended from time to
time, the “Stock Incentive Plan”), (ii) a restricted stock
subscription agreement to be entered into by the Executive and Holding, (iii)
the stockholders’ agreement (as amended from time to time, the “Stockholders
Agreement”) entered into on June 30, 2003 by Citigroup Venture
Capital Equity Partners, L.P., a limited partnership organized under the laws
of Delaware (“CVC”), 


 


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Ontario Teachers’ Pension Plan Board, a corporation
without share capital organized under the laws of Ontario, Canada (“OTPP”),
and certain other stockholders and (iv) a registration rights agreement
entered into on June 30, 2003 by Holding, CVC, OTPP, and certain stockholders
of Holding, as it may be amended from time to time.  Copies of such agreements have been provided to the Executive.


5.     Employee Benefits. 
During the Employment Period, the Executive (and, to the extent
applicable, her eligible family members and dependents) shall be eligible to
participate in or be covered under all medical, dental, hospitalization, group
life insurance, short term disability, long term disability, and other employee
welfare benefit plans that the Company provides to all of its United States
senior executives (collectively, “Group Insurance Plans”).  The Executive shall also be eligible to participate
in any qualified and non-qualified pension plans and deferred compensation
plans that the Company provides to all of its United States senior executives
(or be provided benefits equivalent to what she would receive under such
plans); provided, however, that the Executive shall not be entitled to
participate in the Worldspan Employees’ Pension Plan except as expressly
permitted thereunder.


6.     Perquisites and Expenses.  (a)  General.  During the Employment Period, the Executive
shall be eligible to participate in any special benefit or perquisite program
provided by the Company (not including any such benefits or perquisites which
are available to employees solely as a result of their prior employment with
Delta Airlines, Northwest Airlines or TWA) available from time to time to all
of the United States senior executives of the Company on the terms and
conditions then prevailing under such program.


(b)   Business Travel, Lodging, etc.  The Company shall reimburse the Executive
for reasonable travel, lodging, meals, business-related entertainment, and
other reasonable expenses incurred by her in connection with her performance of
services hereunder, upon submission of evidence, satisfactory to the Company,
of the incurrence and purpose of each such expense and otherwise in accordance
with the Company’s expense substantiation policy applicable to its United
States senior executives (including any policy applicable to United States
employees in general) as in effect from time to time (the “Expense Policy”).


(c)   Vacation.  During the Employment Period, the Executive shall be entitled to
paid vacation and sick leave in accordance with the Company’s policies for its
senior executives (including any policies applicable to United States employees
in general) as in effect from time to time.


7.     Termination. 
(a)  Death and Disability.  Executive’s employment shall terminate
automatically upon the Executive’s death and may be terminated by the Company
following the Executive’s Disability. 
For purposes of this Agreement, “Disability” shall mean any physical or
mental ailment or incapacity, as determined in good faith by a licensed
physician designated by the Company, which (i) constitutes a long-term
disability under the Company’s long-term disability policies or (ii)
which is expected to be permanent.


(b)   Termination by the Company.  The Company may terminate the Executive’s
employment with or without Cause.  For
purposes of this Agreement, “Cause” means (i) the Executive’s
conviction of a felony involving moral turpitude that results in harm to the 


 


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Company or its affiliates, (ii) a judicial
determination that the Executive committed fraud, misappropriation, or
embezzlement against any Person, or (iii) the Executive’s breach of any
terms of this Agreement or willful or gross and repeated neglect or misconduct
in the performance of her duties under Section 2(b) hereof, provided that in
the case of the preceding clause (iii), the Company shall first have given the
Executive written notice identifying the Executive’s breach, neglect or
misconduct, and the Executive shall have failed to satisfactorily cure (as
determined in good faith by the Company) such breach, neglect, or misconduct
within 15 days after receiving such written notice from the Company.


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


(A)          The
failure by the Company or Holding to elect the Executive to the position set
forth in the first sentence of Section 2(b) or the removal of the Executive
from any such position;


(B)           A
reduction in the Executive’s Base Salary or Performance Bonus opportunity
(other than as provided in Section 3); or


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


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


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


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


(f)    Resignation upon Termination.  Effective as of any Date of Termination
under this Section 7 or as of such earlier date as the Company may request
following the receipt or delivery of a Notice of Termination, the Executive
shall resign, in writing, from all positions then held by her with Holding, the
Company and their subsidiaries, and hereby authorizes the 


 


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Company to execute on her behalf any and all
instruments of resignation necessary to effect the foregoing.


8.     Obligations of the Company upon Termination.  (a)  General.  If the Executive’s employment is terminated
for any reason during the Employment Period, the Executive shall be entitled to
receive (i) the Executive’s full Base Salary earned and accrued through
the Date of Termination (the “Earned Salary”) and (ii) any
vested amounts or benefits owing to the Executive under or in accordance with
the terms and conditions of this Agreement and the Company’s otherwise
applicable employee benefit plans and programs, including any compensation
previously deferred by the Executive (together with any accrued earnings
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the “Accrued Obligations”).  Any Earned Salary shall be paid in cash in a
single lump sum as soon as practicable, but in no event more than 30 days,
following the Date of Termination (or at such earlier date required by law) and
Accrued Obligations shall be paid in accordance with the terms of this
Agreement and the applicable plan, program or arrangement.


(b)   Death or Disability.  If the Executive’s employment is terminated
during the Employment Period by reason of the Executive’s death or Disability,
the Executive (or the Executive’s beneficiaries or legal representatives under
this Agreement) shall, in addition to the amounts provided in Section 8(a), be
entitled to receive (i) any benefits payable due to the Executive’s
death or Disability under this Agreement and the Company’s plans, policies or
programs (the “Additional Benefits”), (ii) a
pro-rata portion of any performance bonus or similar incentive compensation
arrangement in effect on the Date of Termination (the “Prorated Performance Bonus”)
equal to the target bonus for the year in which the Executive’s Employment is
terminated (the “Partial Year”) multiplied by a
fraction, the numerator of which is equal to the number of days the Executive
was employed by the Company during the Partial Year and the denominator of
which is 365, and (iii) but without duplication, continued participation
in the Group Insurance Plans on the same terms as such plans are being provided
to all of the Company’s United States senior executives for a period of 18
months (or such longer period as is provided in such plans) following the Date
of Termination for the Executive, her spouse and her dependents, as
applicable.  Additional Benefits shall
be paid in accordance with the terms of this Agreement and the applicable plan,
policy or program.  The Prorated
Performance Bonus shall be paid in cash in a single lump sum as soon as
practicable, but in no event more than 30 days following the Date of Termination
(or at such earlier date required by law).


(c)   Termination by the Company other than for
Cause or by the Executive for Good Reason. 
Subject to the provisions of Section 8(e), if, during the Employment
Period, the Company terminates the Executive’s employment other than for Cause
or the Executive terminates her employment for Good Reason (each such
termination an “Involuntary Termination”), the
Executive shall, in addition to the amounts provided in Section 8(a), be
entitled to receive (i) continuation of the Executive’s Base Salary in
effect at the Date of Termination (the “Continued Salary”) for a period
beginning on the Date of Termination and ending 18 months later (the “Continuation
Period”); and (ii) continued participation in the group
life insurance and group medical and dental plans for the Executive, her spouse
and her dependents, as applicable, on the same terms as such plans are being
provided to all of 


 


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the Company’s United States senior executives during
the Continuation Period (or such longer period as is provided in such plans)
and subject to the payment of the applicable monthly premiums paid by active
senior executives for the same coverage.


The Continued Salary shall be payable in accordance
with Section 3(a) as if the Executive remained a senior executive of the
Company, or at the Company’s discretion, may be paid in a single lump sum not
more than thirty days following the Date of Termination.


(d)   Termination Following a Change of Control.


(i)           Subject
to the provisions of Section 8(e), if, during the Employment Period there is a
Change of Control (as defined below), and the Executive incurs an Involuntary
Termination prior to the first anniversary of a Change in Control, the
Executive shall, in addition to the amounts provided in Section 8(a), but in
lieu of any other payments she may otherwise be entitled to under Section 8 of
this Agreement, be entitled to receive (i) the Prorated Performance
Bonus, (ii) a cash amount equal to one and one half (1.5) times the sum
of (A) the Executive’s Base Salary in effect on the Date of Termination
and (B) the Incentive Bonus, if any, paid in the year immediately
preceding the year in which the Date of Termination occurs (the aggregate
amount being the “Severance Payment”), and (iii)
continued participation in the group life insurance and group medical and
dental plans on the same terms as such plans are being provided to all of the
Company’s United States senior executives during the Continuation Period (or
such longer period as is provided in such plans) for the Executive, her spouse,
and her dependents, as applicable and subject to the payment of the applicable
monthly premiums paid by active senior executives for the same coverage.


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


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


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


(B)           at any time
after an initial public offering of the common stock of Holding, a majority of
the members of the Board or of the board of 


 


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directors of any successor
to Holding are not “Continuing Directors” where “Continuing Director” means, as of any date of
determination, any member of the Board or of the board of such successor who
(x) was a member of the Board or such successor board 24 months prior to the
date of determination; (y) was nominated for election or elected to the Board
or such successor board with the approval of a majority of the Continuing Directors
in office at the time of such nomination or election; or (z) was designated to
serve on the Board or such successor board by CVC or OTPP pursuant to the
Stockholder’s Agreement;


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


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


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


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


(e)   Release.  The Executive’s receipt of the benefits described in Sections
8(c) and 8(d) is conditioned on the Executive first executing and delivering to
the Company a general release of all claims against the Company in
substantially the form attached hereto as Exhibit A.  The Company’s obligation to make any of the payments and extended
benefits described in Sections 8(c) or 8(d) that are in addition to the
payments provided in Section 8(a) shall immediately cease, and the Executive
shall immediately return any such post-termination payments from the Company
should the Company determine in good faith that the Executive 


 


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has materially violated the confidentiality, ownership
of developments, non-competition, or non-solicitation provisions contained in
Section 9 of this Agreement.


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


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


(b)   Ownership of Developments.  The Executive agrees that the Company shall
own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights and other rights throughout the world) in any
inventions, works of authorship, mask works, ideas or information made or
conceived or reduced to practice, in whole or in part, by the Executive (either
alone or with others) during the Employment Period 


 


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(collectively “Developments”); provided that the
Company shall not own Developments for which no equipment, supplies, facility
or Confidential Information of the Company was used, and which were developed
entirely on the Executive’s time and do not relate to the business of the
Company.  Subject to the foregoing, the
Executive will promptly and fully disclose to the Company, or any persons
designated by it, any and all Developments made or conceived or reduced to practice
or learned by the Executive, either alone or jointly with others during the
Employment Period.  The Executive hereby
assigns all right, title and interest in and to any and all of these
Developments to the Company.  The
Executive shall further assist the Company, at the Company’s expense, to
further evidence, record and perfect such assignments, and to perfect, obtain,
maintain, enforce, and defend any rights specified to be so owned or
assigned.  The Executive hereby
irrevocably designates and appoints the Company and its agents as
attorneys-in-fact to act for and on the Executive’s behalf to execute and file
any document and to do all other lawfully permitted acts to further the
purposes of the foregoing with the same legal force and effect as if executed
by the Executive.  In addition, and not
in contravention of any of the foregoing, the Executive acknowledges that all
original works of authorship which are made by her (solely or jointly with
others) within the scope of the employment relationship and which are
protectable by copyright are “works made for hire,” as that term is defined in
the United States Copyright Act (17 USCA, § 101).


(c)   Non-Competition.  During the Employment Period and the
Continuation Period, the Executive shall not, except with the prior written
consent of the Board, directly or indirectly, own any interest in, operate,
join, control or participate as a partner, director, principal, officer, or
agent of, enter into the employment of, act as a consultant to, or perform any
services for any entity listed on Appendix A or any affiliate or successor
thereof or any other entities as the Company and the Executive shall agree from
time to time.


(d)   Non-Solicitation of Employees.  During the Employment Period and the
Continuation Period, the Executive shall not, directly or indirectly, for the
Executive’s own account or for the account of any other natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity (each, a “Person”)
in any jurisdiction in which the Company or any of its affiliates has commenced
or has made plans to commence operations during the Employment Period, (i)
solicit for employment, employ, engage to perform services or otherwise
interfere with the relationship of the Company or any of its affiliates with
any natural person throughout the world who is or was employed by or otherwise
engaged to perform services for the Company or any of its affiliates at any
time during the Employment Period (in the case of any such activity during such
time) or during the twelve-month period preceding such solicitation, employment
or interference (in the case of any such activity after the Date of Termination
or otherwise as of the date of Executive’s termination of employment with
Company), other than any such solicitation or employment on behalf of the
Company or any of its affiliates during the Employment Period, or (ii)
induce any employee of the Company or any of its affiliates who is a member of
management to engage in any activity which the Executive is prohibited from
engaging in under any of the paragraphs of this Section 9 or to terminate his
or her employment with the Company.


 


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(e)   Non-Disparagement.  During the Employment Period and the
Continuation Period, the Executive shall not take any action or make any
statement that disparages or criticizes Company or any of its affiliates.


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


(i)           The
Executive acknowledges and agrees that the covenants and obligations of the
Executive with respect to confidentiality, ownership of developments,
non-competition, non-disparagement, and non-solicitation relate to special,
unique, and extraordinary matter and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable injury for
which adequate remedies are not available at law.  Therefore, the Executive agrees that the Company shall be
entitled to an injunction, restraining order, or such other equitable relief
(without the requirement to post bond) as a court of competent jurisdiction may
deem necessary or appropriate to restrain the Executive from committing any violation
of the covenants and obligations referred to in this Section 9.  These injunctive remedies are cumulative and
in addition to any other rights and remedies the Company may have at law or in
equity.


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


(iii)         The
Executive acknowledges and agrees that the Executive will have a prominent role
in the management of the business, and the development of the goodwill, of the
Company and its affiliates and will establish and develop relations and
contacts with the principal customers and suppliers of the Company and its
affiliates in the United States of America and the rest of the world, all of
which constitute valuable goodwill of, and could be used by the Executive to
harm, the Company and its affiliates and that (i) in the course of her
employment with the Company, the Executive will obtain Confidential Information
that could be used to compete unfairly with the Company and its affiliates, (ii)
the covenants and restrictions contained in Section 9 are intended to protect
the legitimate interests of the Company and its affiliates in their respective
goodwill, trade secrets and other confidential and proprietary information, (iii)
the Executive desires to be bound by such covenants and restrictions, and (iv)
the Executive represents that her economic means and circumstances are such
that the provisions of this Agreement, including the restrictive covenants in
Section 9, will not prevent her from providing for himself and her family on a
basis satisfactory to her and them.


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


 


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


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


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


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


(d)   Termination of Old Agreements; Entire
Agreement.  Executive and the
Company acknowledge and agree that effective as of the Effective Date, the Old
Agreements (and all agreements and side letters associated therewith) are
hereby terminated and of no further force and effect and neither party has any
rights thereunder except Executive’s rights to receive accrued and unpaid salary
in connection with her employment thereunder and any other vested benefits in
accordance with the Company’s benefit plans. 
This Agreement, together with the stock subscription agreement, the
stockholders’ agreement and the stock incentive plan referred to in Section 4,
constitutes the entire agreement between the parties hereto with respect to the
matters referred to herein; provided, however, that the Terms of Employment set
forth in the Employee Handbook shall remain in effect and be in addition to the
terms of this Agreement except to the extent inconsistent herewith in which
case the terms of this Agreement shall govern, supersede and prevail.  No other agreement relating to the terms of
the Executive’s employment by the Company, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party against
whom enforcement 


 


11

















 


is sought. 
There are no promises, representations, inducements, or statements
between the parties other than those that are expressly contained herein.  The Executive acknowledges that she is
entering into this Agreement of her own free will and accord, and with no
duress, that she has read this Agreement, that she understands it and its legal
consequences and that she has had the opportunity to consult with such advisors
as she desired.


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


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


 


If to Holding or
the Company:                                                                                 Worldspan, L.P.

300 Galleria Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


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


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


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


(h)   Waiver.  Waiver by any party hereto of any breach or default by another
party of any of the terms of this Agreement shall not operate as a waiver of
any other breach or default, whether similar to or different from the breach or
default waived.  No waiver of any
provision of this Agreement shall be implied from any course of dealing between
the parties hereto or from any failure by a party hereto to assert its or her
rights hereunder on any occasion or series of occasions.


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


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


 


12

















 


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


 


	
   

  	
  TRAVEL TRANSACTION PROCESSING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  
	
   

  	
  Name:  Douglas L. Abramson

  
	
   

  	
  Title:  Senior Vice President-Human Resources,

  
	
   

  	
   

  	
  General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  
	
   

  	
  Name:  Douglas L. Abramson

  
	
   

  	
  Title: Senior Vice
  President-Human Resources,

  
	
   

  	
   

  	
  General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Susan J. Powers

  
	
   

  	
   

  	
   

  



 


 


13

















 


Appendix
A


Abacus
Distribution Systems pte. Ltd.

Amadeus Global Travel Distribution, S.A.

Galileo International, LLC

Sabre, Inc.

AXESS International Network Inc.

Infini Travel Information Inc.

Navitaire, Inc.

Pegasus Solutions Inc.

Wizcom International, Ltd.

Cendant Corporation

System One Corporation

Electronic Data Systems Corporation (“EDS”) (only to the extent EDS’s
activities are competitive with the Company’s business)

















 


Exhibit
A


 


[FORM
OF]

GENERAL RELEASE OF ALL CLAIMS


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


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


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


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


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


NOW,
THEREFORE, in consideration of the promises set forth herein, I, [Name], on
behalf of myself, my agents, representatives, administrators, receivers,
trustees, executives, successors, heirs, designees, legal representatives,
assignees and attorneys hereby irrevocably and forever release, acquit and
discharge TTPC and Worldspan and all affiliated or related companies, parents,
divisions, or 

















 


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


 


2

















 


If I, [Name], initiate or participate in any legal
action in violation of this release, TTPC and Worldspan may reclaim any amounts
paid in respect of my termination, without waiving the release granted herein,
and terminate any benefits or payments that are due to me, in addition to any
other remedies.


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


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


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


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


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


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


6.     The
consideration set forth in Section 8 of the Employment Agreement exceeds any
amount and/or consideration to which I would otherwise be entitled under the
Company’s standard operating policies, practices, or as 


 


3

















 


required
by law.  All amounts to which I would be
entitled under the Company’s policies, practices and/or as required by law have
been tendered to me and are hereby acknowledged.  Therefore, said consideration is not paid as wages or other
compensation due, but is paid solely in consideration of this Release and the
provisions set forth herein relating to Confidential Information.


7.     Compliance
With Older Workers Benefit Protection Act.


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


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


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


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


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


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


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


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


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


 


4

















 


	
  DATED:

  	
   

  	
  , 20  

  	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATED:

  	
   

  	
  , 20  

  	
   

  	
   

  	
  TRAVEL TRANSACTION
  PROCESSING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATED:

  	
   

  	
  , 20  

  	
   

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
																																



 


 


5