**Exhibit10.96**

WorldspanTechnologies Inc.300 Galleria Parkway, N.W.Atlanta, Georgia 30339

 

June 26, 2006

PERSONAL AND CONFIDENTIAL

Jeffrey C. Smith, Esq.General Counsel, Secretary andSenior Vice President Human Resourcesc/o Worldspan, L.P.300 Galleria Parkway, NWAtlanta, Georgia  30339

Re:          Change of ControlBonus Amendment

Dear Jeff:

Reference is made herein to the Employment Agreement(the “Agreement”), dated March 8, 2004, among Worldspan TechnologiesInc. (formerly known as Travel Transaction Processing Corporation) (“Holding”),Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”)and you (the “Executive”). Pursuant to the terms of this letter agreement, Holding, the Company,and the Executive agree to amend the provisions of the Agreement, effective asof June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have themeanings as defined in the Agreement.

The Company recognizes that the possibility of aChange of Control of Holding exists from time to time and that suchpossibility, and the uncertainty, instability and questions raised may resultin the premature departure or significant distraction of key employees, such asyourself.  You are a valued officer ofthe Company, and the Company’s Board of Directors (the “Board”) wantsyou to remain with the Company and continue to provide leadership until anysuch transaction has been completed and to aid in the transition process of theCompany to any such successor.  Moreimportantly, we believe that your active participation in the Change of Controlprocess could have a substantial impact on the success of any such transaction.

Therefore, upon a Change of Control, provided thateither you remain an employee of the successor during a transition period orthat your employment is terminated by the successor without Cause during suchtransition period, you will receive a bonus as more fully described below.  This Changeof Control Bonus Amendment (this “Amendment”)****sets forth the terms under which you will receive suchbonus.

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This Amendmentwill remain in effect until June 30, 2008.  Notwithstanding the foregoing, if a Change ofControl shall have occurred on or before June 30, 2008, then, this Amendmentshall expire immediately following the payment of the Change of Control Bonus.

If a Change of Controldoes not occur on or before June 30, 2008, this Amendment will terminate and will not be continued unlessexpressly agreed to in writing by you and the Company.

For purposes of this Amendment,Base Salary shall mean the annual base salary paid to you immediately prior tothe Change of Control.

Section 3 of the Agreement is hereby amended to addthe following provision:

“3. (c) Change ofControl Bonus 

Upon a Change of Control, the Executive shall receivea bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”),provided that the Executive remains in the employ of the Companies or anysuccessor to the business of the Companies for a period of six months followingthe Change of Control.  Notwithstandingthe foregoing, if, prior to the date which is six months after the Change ofControl (but after a Change of Control has occurred), (a) the Executive’semployment with the successor to the Companies is terminated by the Companiesor any successor to the business of the Companies without Cause or (b) theExecutive terminates his employment with the Companies or any successor to thebusiness of the Companies for Good Reason, then the Executive shall immediatelyreceive the Change of Control Bonus.  Ifthe Executive’s employment with the Companies or any successor to the Companiesis terminated for any reason except as set forth in the prior sentence, priorto the date which is six months after a Change of Control, the Executive shallforfeit any entitlement to receive the Change of Control Bonus.  The Executive shall receive a lump sumpayment of the Change of Control Bonus within 7 business days followingsatisfaction of the terms set forth above.”

Neither the Company or Holding or their stockholdersare under any obligation, express or implied, by virtue of this Amendment orotherwise, to enter into any transaction at any time.

Except as otherwise provided in this Amendment, theterms of the Agreement shall remain in full force and effect.

Please indicate your agreement with the foregoing bysigning both copies of this Amendment where indicated below and returning onefully executed copy to me.  This letterwill then become an agreement between you and the Company.

We want to thank you again for the outstandingcontribution that you have made to the success of the Company, and we lookforward to your valuable assistance in a successful Change of Controltransaction.

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|                          | Sincerely yours,            |
|--------------------------|-----------------------------|
|                     |                        |
|                     |                        |
|                     | WORLDSPAN, L.P.             |
|                     |                        |
|                     |                        |
|                     | By:                         | /s/ Margaret K. Cassidy |
|                     |                        | Margaret K. Cassidy |
|                     |                        | Vice President, Associate General |
|                     |                        | Counsel and Assistant Secretary |
|                     |                        |   |
|                     |                        |   |
|                     | WORLDSPAN TECHNOLOGIES INC. |
|                     |                        |
|                     |                        |
|                     | By:                         | /s/ Margaret K. Cassidy |
|                     |                        | Margaret K. Cassidy |
|                     |                        | Vice President, Associate General |
|                     |                        | Counsel and Assistant Secretary |
|                     |                        |   |
|                     |                        |   |
|                     |                        |   |
|                     |                        |   |
| Accepted and  Agreed to: |                        |
|                     |                        |
|                     |                        |
| /s/ Jeffrey C.  Smith    |                        |   |
| Jeffrey C. Smith         |                        |
|                          |                             |  |  |

 

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