Exhibit
10.56


 


2002 EXECUTIVE INCENTIVE COMPENSATION PROGRAM (“EICP”)


 


 


I.          OVERVIEW
OF THE EICP


 


A.                        Purposes


 


•                              Align management’s interests with those
of the owners by basing variable compensation on achievement of Worldspan’s
strategic goals including:


 


•                              Operating profit


•                              Growth in global travel agency business through
increased market share (traditional and e-commerce)


•                              Key project delivery


•                              Agency, Served Affiliate and Airlines/Associates
customer satisfaction


•                              System availability


•                              Employee satisfaction


•                              Expense control


 


•                              Motivate participants to achieve
strategic goals by establishing measurable, understandable performance
objectives and by basing incentive pay on achievement of these objectives.


 


•                              Attract, retain, and reward key
executives for achieving the established objectives.


 


B.        Administration


 


The EICP is
administered and governed by a committee (the “Governing Committee”) consisting
of the members of the Worldspan Board Nominating and Compensation Subcommittee
and the President & CEO.  The
President & CEO chairs the Governing Committee and makes recommendations to
the Governing Committee regarding objectives, levels of performance, and the
like.


 


The Governing
Committee annually determines the objectives and performance levels, the degree
of goal attainment, final awards, and the like.  Except as provided in any agreements with participants, in the
event of a Worldspan change in control or similar circumstance, the Governing
Committee will be solely responsible for determining whether objectives,
performance levels, awards and other provisions of the EICP will be modified in
light of such change in control. 
Day-to-day administration of the EICP (e.g., participants, eligibility,
operating rules) is handled by a subcommittee (the “Administrative Committee”)
consisting of the President & CEO, the Sr. Vice President & Chief
Financial Officer, and the Sr. Vice President-Human Resources, General Counsel
and Secretary.


 

















 


The Governing
Committee assesses the annual performance of the Company and the management
relative to the established EICP goals. 
The President & CEO provides an analysis of the Company’s
performance including a proposed assessment. 
This analysis identifies both positive and negative factors beyond
management’s control that might be considered in the Governing Committee’s
assessment (e.g., externally mandated accounting adjustments, delivery of
unplanned Served Affiliate development hours, and unusual world or industry
events).


 


The EICP is not an
employee benefit plan governed by the Employee Retirement Income Security Act.


 


Nothing in the
EICP limits Worldspan’s right to terminate an employee’s employment at any time
for any reason or confers on an employee any right to remain in Worldspan’s
employ.


 


 


II.        2002 EICP
SHORT-TERM PROGRAM (“STP”)


 


A.                        Purpose


 


The STP recognizes
the teamwork and individual efforts required to have Worldspan achieve its
annual business objectives. 
Participants are rewarded for the Company’s overall success for the
calendar year and for their individual efforts related to that success.


 


B.                        Structure


 


The STP is an
annual incentive program.  Performance
objective categories are established, each with a range of goals and related
payouts.  At the end of the STP year, a
bonus pool is established based on the amounts generated by each
objective.  Participants are awarded
bonus amounts based on Company and individual performance.  Payments can be made if some, but not all,
objectives are met.


 


C.                        STP Year


 


The STP year is
January 1, 2002 through December 31, 2002.


 


D.                        STP Participants


 


The STP is
available to selected key employees whose responsibilities and accomplishments
have a direct and significant impact on Worldspan’s profitability, growth, and
success.  Eligibility of participants
for the STP is re-evaluated each year, and participation and level of
participation are not guaranteed from year to year.  STP participants are recommended by the President & CEO and
approved by the 


 


 


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Administrative Committee.  Participants in the STP may not participate
in other short-term incentive, commission, bonus, or similar programs of the
Company. 


 


Participants will
be notified in writing of their payout award opportunities and a listing of
eligible participants will be maintained by the Administrative Committee.


 


E.                          Eligibility


 


Employees who
become eligible to participate in the EICP during the year are eligible for a
prorated share of any variable compensation earned, based on the time they
participate in the STP.


 


Part-time status,
leaves of absence, acting management assignments, and the like will be handled
on a case-by-case basis by the Administrative Committee.


 


F.                          STP Performance Levels


 


Following are
descriptions of the threshold, target, and maximum performance levels for each
objective:


 


	
  Level of  

  Performance

  	
   

  	
  Description

  
	
  Maximum

  	
   

  	
  Superior performance.  Participants have approximately a 25% chance of meeting or
  exceeding this goal.

  
	
  Target

  	
   

  	
  Considered to be “expected” performance.  Participants have approximately a 50%
  chance of meeting or exceeding this goal.

  
	
  Threshold

  	
   

  	
  Lowest performance for which a payout is made.  Participants have approximately a 75%
  chance of meeting or exceeding this goal.

  
	
  Below Threshold

  	
   

  	
  Performance does not merit a payout

  



 


G.        STP
Team Objectives


 


The STP includes
Company and individual objectives. 
Payouts are based on meeting these objectives.


 


Information about,
and progress towards meeting, the team objectives will be communicated to
participants during the year.


 


 


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H.        STP
Team Objectives


 


The 2002 STP has
the following team objectives. 
(Note:  EICP targets are in
bold.)


 


	
  Objective

  	
   

  	
  Weight

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  Operating
  Profit

  	
   

  	
  15

  	
  %

  	
  $

  	
  60 Mil

  	
   

  	
  $

  	
  74.5 Mil

  	
   

  	
  $

  	
  82 Mil

  	
   

  
	
  Achieve
  Defined Budgeted Expenses (excluding certain items such as inducements,
  Distributor Fees, and Served Affiliate Direct Expenses)

  	
   

  	
  30

  	
  %

  	
  2% over targeted amount

  	
   

  	
  On
  targeted amount

  	
   

  	
  5% under targeted
  amount

  	
   

  
	
  Subscriber
  Market Share 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  • U.S. 

  	
   

  	
  10

  	
  %

  	
  26.01

  	
  %

  	
  26.46

  	
  %

  	
  26.96

  	
  %

  
	
  • Global

  	
   

  	
  10

  	
  %

  	
  15.84

  	
  %

  	
  16.30

  	
  %

  	
  16.55

  	
  %

  
	
  Key
  Project Delivery
  

  • Airline

  	
   

  	
  15

  	
  %

  	
  85

  	
  %

  	
  90

  	
  %

  	
  95

  	
  %

  
	
  System
  Availability

  	
   

  	
  15

  	
  %

  	
  99.94

  	
  %

  	
  99.96

  	
  %

  	
  99.98

  	
  %

  
	
  Employee
  Satisfaction

  	
   

  	
  5

  	
  %

  	
  68

  	
  %

  	
  72

  	
  %

  	
  76

  	
  %

  
													



 


The points in the
above table  represent a payout line. 
When performance is between levels, the payout is determined based on a
straight-line interpolation either between the threshold and target or between
the target and maximum performance levels.


 


I.          STP
Individual Objectives


 


Individual
objectives and other performance factors will be jointly developed by the
participant and management in the participant’s division.


 


Measuring
individual performance is done by the President & CEO for officers, by the
President & CEO and the applicable Officer/Sr. Vice President for each
Director, and by the applicable Vice President and Director for each manager or
other key employee.


 


J.         Team
and Individual Performance


 


Payouts will be
based on both team and individual performance. 
Participants will be notified in writing of the relative weights of
each.


 


 


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K.        Payouts


 


STP amounts will
be paid by March 31, 2003 less applicable taxes and other deductions.


 


Payouts are a
percentage of the participant’s base salary as of December 31, 2002.


 


L.        STP
Bonus Pool Determination


 


The pools of
available funds are determined in accordance with the accomplishment of the
team objectives.  The pools are
determined by multiplying the applicable eligible salaries on December 31, 2002
times the percent determined by the range of performance.  The amount awarded to each individual is
based on team and individual objective accomplishments, may vary by individual,
and may exceed the “superior” performance level in exceptional circumstances.


 


M.       No
Entitlement to Unpaid Amounts


 


Participants do
not vest in amounts under the STP until they are paid, and termination of
employment prior to payment automatically results in a forfeiture of all rights
and claims to benefits and privileges under STP.  However, the Administrative Committee may determine, in its sole
discretion, that a participant whose employment terminates prior to payout may
receive an award based on the reason for the termination (e.g., death,
disability), the time the termination occurs in relation to the STP year, and
other factors.


 


N.        Amendments
and Termination


 


The STP may from
time to time be amended or terminated at the sole discretion of the Governing
Committee.


 


 


III.       2002 EICP
LONG-TERM PROGRAM (“LTP”)


 


A.        Purposes


 


The LTP recognizes
and encourages the achievement of Worldspan’s long-term business strategies and
objectives.


 


Participants are
rewarded for overall, longer-term Company success.


 


B.        LTP
Structure


 


The LTP operates
on the basis of a three-year cycle.  If
a participant is in the LTP for multiple years, the cycles may be concurrent
and overlapping.  For example, the 2002 


 


 


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LTP cycle begins
on 1/1/02 and ends on 12/31/04; another LTP cycle might begin on 1/1/03 and end
on 12/31/05; a third LTP cycle might begin on 1/1/04 and end on 12/31/06.  The cycles are designed to provide
flexibility so that changes in overall business objectives and strategies of
Worldspan do not unduly reward or disadvantage LTP participants once a cycle
has begun.


 


C.        LTP
Participants


 


Only a small group
of key employees participate in the LTP. 
LTP Participants are recommended by the President & CEO and approved
by the Administrative Committee. 
Eligibility of participants for the LTP is re-evaluated each year, and
participation and level of participation are not guaranteed from year to
year.  Participants may be included in
or removed from the LTP part way through the cycle, with the payout possibility
adjusted by the Administrative Committee.


 


A list of
participants will be maintained by the Administrative Committee.


 


D.        LTP Performance Levels


 


Following are
descriptions of the threshold, target, and maximum performance levels for each
participant:


 


	
  Level of 

  Performance

  	
   

  	
  Description

  
	
  Maximum

  	
   

  	
  Superior performance.  Participants have approximately a 25% chance of meeting or
  exceeding this goal.

  
	
  Target

  	
   

  	
  Considered to be “expected” performance.  Participants have approximately a 50%
  chance of meeting or exceeding this goal.

  
	
  Threshold

  	
   

  	
  Participants have approximately a 75% chance of
  meeting or exceeding this goal.

  
	
  Below Threshold

  	
   

  	
  Performance does not merit a payout.

  



 


E.         LTP
Performance Objectives


 


The Governing
Committee — based upon input of the President & CEO — sets threshold,
target, and maximum goals for each objective and a range of possible payouts
for participants.


 


LTP Payouts are
made, on a proportionate basis, to the extent that objectives are made even if
other objectives are not.


 


 


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The 2002 LTP has
the following objectives:


 


	
  Objective

  	
   

  	
  Weight

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  
	
  Cumulative Operating Profit 2002-2004

  	
   

  	
  50%

  	
   

  	
  20% below total planned profits during 3 year cycle

  	
   

  	
  Total plan profits during 3 year cycle

  	
   

  	
  10% above total plan profits during 3 year cycle

  
	
  Operating Efficiency [(Expenses minus Non-booking
  fee Revenue) divided by bookings]

  	
   

  	
  50%

  	
   

  	
  $3.67 per booking

  	
   

  	
  $3.40 per booking

  	
   

  	
  $3.28 per booking

  



 


F.         Payouts


 


Payouts under the
LTP are equal to the percentages specified for the LTP participant. The payout
is based on the participant’s base salary at the end of the year of the
applicable cycle and the participant’s amount of time in the cycle.  For example, a participant earning $100,000
in base salary on December 31 at the end of a particular three-year cycle, who
was in the LTP for the full three years, and who is at a 30% payout level would
earn $30,000 under the LTP.


 


Payouts under the
LTP are staggered equally over a two-year period and are made by March 31
of the applicable payout year, less applicable taxes and other deductions.  For example, an employee who earns a $30,000
payout at the end of a cycle receives $15,000 by March 31 after the end of the
cycle and $15,000 approximately one year later, subject to the terms of the
LTP.


 


G.        LTP
Bonus Pool Determination


 


The pool of available
funds is determined in accordance with the accomplishment of the team
objectives, all in a manner generally consistent with the methodology for the
STP.


 


H.        No
Entitlement to Unpaid Amounts


 


Participants do not vest
in amounts under the LTP until they are paid, and termination of employment
automatically results in a forfeiture of all rights and claims to benefits and
privileges under LTP, including any amounts that have been set aside but are
unpaid.  For example, if the termination
of employment occurs after the first of the two staggered payments described in
Section III.F, all rights and opportunities to obtain the second half of the
payment are forfeited.  However, the
Administrative 


 


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Committee may determine,
in its sole discretion, that a participant whose employment terminates prior to
payout may receive an award based on the reason for the termination (e.g., death,
disability), the time the termination occurs in relation to the LTP cycle, and
other factors.


 


I.          Amendments
and Termination


 


The LTP may from time to
time be amended or terminated at the discretion of the Governing Committee.


 


 


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