**Exhibit10.97**

EMPLOYMENTAGREEMENT

This EmploymentAgreement is dated as of August 29, 2003 (the “**Agreement**”),and is between Worldspan, L.P., a limited partnership organized and existingunder the laws of Delaware (the “**Company**”),Travel Transaction Processing Corporation, a corporation organized and existingunder the laws of Delaware (“**Holding**”),and David Lauderdale (the “**Executive**”).

WITNESSETH:

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

WHEREAS, Executive and the Company are parties to thatcertain letter agreement dated March 1, 2001, as revised on February 18, 2003and 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 thisAgreement, Executive is acquiring an equity interest in Holding;

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

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

# 1.             Agreement to Employ; NoConflicts.  Upon the terms andsubject to the conditions of this Agreement, the Company hereby agrees tocontinue to employ the Executive, and the Executive hereby agrees to continueas an employee of the Company, in each case, as of January 1, 2004 (the “**Effective Date**”).  Upon the execution of this Agreement byExecutive and Company, neither party may rescind its agreement to be boundhereby.  The Executive represents that (i)he is entering into this Agreement voluntarily and that his employmenthereunder and compliance with the terms and conditions hereof will not conflictwith or result in the breach by him of any agreement to which he is a party orby which he may be bound, (ii) he has not violated, and in connectionwith his employment with the Company will not violate, any non-solicitation,non-competition or other similar covenant or agreement by which he is or may bebound and (iii) in connection with his employment with the

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# Company he will not useany confidential or proprietary information he may have obtained in connectionwith employment with any prior employer.

# 2.     Term; Positions andResponsibilities.  (a)  Term. Unless the Executive’s employment shall sooner terminate pursuant toSection 7, the Company shall employ the Executive hereunder for a termcommencing on the Effective Date, and continuing until the second anniversaryof the Effective Date.  Thereafter, theterm of employment under this Agreement will automatically renew for successiveand consecutive one year periods following the end of its initial term and anyextended term, unless the Company or the Executive gives the other partywritten notice at least 90 days prior to the date the term hereof wouldotherwise renew that it or he does not want the term to be so extended.  The period during which the Executive isemployed pursuant to this Agreement shall be referred to as the “**Employment Period**.”

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

## (c)   Business Time. During the Employment Period, the Executive agrees to devote his fullattention during normal business hours to the business and affairs of theCompany and to use his best efforts to perform faithfully and efficiently theresponsibilities assigned to him hereunder, to the extent necessary todischarge such responsibilities, except for periods of vacation, sick leave andother time off to which he is entitled and other activities specificallyapproved by the Company.

# 3.     Compensation.  (a)  BaseSalary.  As compensation for theservices to be performed by the Executive during the Employment Period, theCompany shall pay the Executive a base salary at the annualized rate as ineffect on the date hereof, payable in installments on the Company’s regularpayroll dates (but no less frequently than monthly); provided, however, thatsuch base salary shall be subject to decrease in accordance with broad-basedemployee salary reduction programs instituted by the Company from time totime.  Holding’s Board (the “Board”)shall review the Executive’s base salary annually during the Employment Periodand, in its sole discretion, may increase such base salary from time totime.  The annual base salary payable tothe Executive under this Section 3(a), as the same may be decreased orincreased 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, theExecutive shall be eligible to participate in performance bonus plans that theCompany provides to other senior executives from time to time.

# 4.     Equity Arrangements.  On the Effective Date, the Executive isacquiring 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

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# Executive andHolding, (iii) the stockholders’ agreement (as amended from time totime, 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**”), Ontario Teachers’ PensionPlan Board, a corporation without share capital organized under the laws ofOntario, Canada (“**OTPP**”), andcertain other stockholders and (iv) a registration rights agreemententered into on June 30, 2003 by Holding, CVC, OTPP, and certain stockholdersof Holding, as it may be amended from time to time.  Copies of such agreements have been providedto the Executive.

# 5.     Employee Benefits.  During the Employment Period, the Executive(and, to the extent applicable, his 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 termdisability, and other employee welfare benefit plans that the Company providesto all of its United States senior executives (collectively, “**Group Insurance Plans**”).  The Executive shall also be eligible toparticipate in any qualified and non-qualified pension plans and deferredcompensation plans that the Company provides to all of its United States seniorexecutives (or be provided benefits equivalent to what he would receive undersuch plans); provided, however, that the Executive shall not be entitled toparticipate in the Worldspan Employees’ Pension Plan except as expresslypermitted thereunder.

# 6.     Perquisites and Expenses.  (a)  General.  During the Employment Period, the Executiveshall be eligible to participate in any special benefit or perquisite programprovided by the Company (not including any such benefits or perquisites whichare available to employees solely as a result of their prior employment withDelta Airlines, Northwest Airlines or TWA) available from time to time to allof the United States senior executives of the Company on the terms and conditionsthen prevailing under such program.

## (b)   Business Travel, Lodging, etc.  The Company shall reimburse the Executive forreasonable travel, lodging, meals, business-related entertainment, and otherreasonable expenses incurred by him in connection with his performance ofservices hereunder, upon submission of evidence, satisfactory to the Company,of the incurrence and purpose of each such expense and otherwise in accordancewith the Company’s expense substantiation policy applicable to its UnitedStates senior executives (including any policy applicable to United Statesemployees in general) as in effect from time to time (the “**Expense Policy**”).

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

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

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## (b)   Termination by the Company. The Company may terminate the Executive’s employment with or withoutCause.  For purposes of this Agreement, “**Cause**” means (i) the Executive’sconviction of a felony involving moral turpitude that results in harm to theCompany or its affiliates, (ii) a judicial determination that theExecutive committed fraud, misappropriation, or embezzlement against anyPerson, or (iii) the Executive’s breach of any terms of this Agreementor willful or gross and repeated neglect or misconduct in the performance ofhis duties under Section 2(b) hereof, provided that in the case of thepreceding clause (iii), the Company shall first have given the Executivewritten notice identifying the Executive’s breach, neglect or misconduct, andthe Executive shall have failed to satisfactorily cure (as determined in goodfaith by the Company) such breach, neglect, or misconduct within 15 days afterreceiving such written notice from the Company.

## (c)   Termination by Executive. The Executive may terminate his employment at any time with or withoutGood Reason.  For purposes of thisAgreement, “**Good Reason**”means any of the following actions by the Company without the Executive’swritten consent:

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

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

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

provided that the Executive shall have first delivereda written notice to the Company of his intention to terminate his employmentfor Good Reason within 30 days of having actual knowledge of such act or actsor failure or failures to act and such notice stating in detail the particularact or acts or failure or failures to act that constitute the grounds on whichthe proposed termination for Good Reason is based, and the Company shall havefailed to cure such breach, act, failure or conduct within 30 days afterreceiving such written notice from the Executive.

## (d)   Notice of Termination. Any termination of Executive’s employment by the Company for Cause orwithout Cause and any termination by the Executive for Good Reason or withoutGood Reason shall be communicated by written notice (a “**Notice of Termination**”) given inaccordance with Section 11(e) hereof specifying the applicable terminationprovision 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, thedate specified in such Notice of Termination (or, if later, the expiration ofany applicable cure or notice period) and (ii) in all other cases, theactual date on which the Executive’s employment terminates during theEmployment Period.

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## (f)    Resignation upon Termination.  Effective as of any Date of Termination underthis Section 7 or as of such earlier date as the Company may request followingthe receipt or delivery of a Notice of Termination, the Executive shall resign,in writing, from all positions then held by him with Holding, the Company andtheir subsidiaries, and hereby authorizes the Company to execute on his behalfany and all instruments of resignation necessary to effect the foregoing.

# 8.     Obligations of theCompany upon Termination.  (a)  General.  If the Executive’s employment is terminatedfor any reason during the Employment Period, the Executive shall be entitled toreceive (i) the Executive’s full Base Salary earned and accrued throughthe Date of Termination (the “**Earned Salary**”)and (ii) any vested amounts or benefits owing to the Executive under orin accordance with the terms and conditions of this Agreement and the Company’sotherwise applicable employee benefit plans and programs, including anycompensation previously deferred by the Executive (together with any accruedearnings thereon) and not yet paid by the Company and any accrued vacation paynot yet paid by the Company (the “**Accrued Obligations**”).  Any Earned Salary shall be paid in cash in asingle 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) andAccrued Obligations shall be paid in accordance with the terms of thisAgreement and the applicable plan, program or arrangement.

## (b)   Death or Disability. If the Executive’s employment is terminated during the Employment Periodby reason of the Executive’s death or Disability, the Executive (or theExecutive’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 thisAgreement and the Company’s plans, policies or programs (the “**Additional Benefits**”), (ii) apro-rata portion of any performance bonus or similar incentive compensationarrangement in effect on the Date of Termination (the “**Prorated Performance Bonus**”) equal tothe 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 daysthe Executive was employed by the Company during the Partial Year and thedenominator of which is 365, and (iii) but without duplication,continued participation in the Group Insurance Plans on the same terms as suchplans are being provided to all of the Company’s United States seniorexecutives for a period of 18 months (or such longer period as is provided insuch plans) following the Date of Termination for the Executive, his spouse andhis dependents, as applicable.  AdditionalBenefits shall be paid in accordance with the terms of this Agreement and theapplicable plan, policy or program.  TheProrated Performance Bonus shall be paid in cash in a single lump sum as soonas practicable, but in no event more than 30 days following the Date ofTermination (or at such earlier date required by law).

## (c)   Termination by the Company other than for Cause or by theExecutive for Good Reason.  Subjectto the provisions of Section 8(e), if, during the Employment Period, theCompany terminates the Executive’s employment other than for Cause or theExecutive terminates his employment for Good Reason (each such termination an “**Involuntary Termination**”), theExecutive shall, in addition to the amounts provided in Section 8(a), beentitled to receive (i) continuation of the Executive’s Base Salary ineffect at the Date of

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## Termination (the “**Continued Salary**”) for a periodbeginning 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 anddental plans for the Executive, his spouse and his dependents, as applicable,on the same terms as such plans are being provided to all of the Company’sUnited States senior executives during the Continuation Period (or such longerperiod as is provided in such plans) and subject to the payment of theapplicable monthly premiums paid by active senior executives for the samecoverage.

The Continued Salary shall be payable in accordancewith Section 3(a) as if the Executive remained a senior executive of theCompany, or at the Company’s discretion, may be paid in a single lump sum notmore than thirty days following the Date of Termination.

## (d)   Termination Following a Change of Control.

### (i)           Subjectto the provisions of Section 8(e), if, during the Employment Period there is aChange of Control (as defined below), and the Executive incurs an InvoluntaryTermination prior to the first anniversary of a Change in Control, theExecutive shall, in addition to the amounts provided in Section 8(a), but inlieu of any other payments he may otherwise be entitled to under Section 8 ofthis Agreement, be entitled to receive (i) the Prorated PerformanceBonus, (ii) a cash amount equal to one and one half (1.5) times the sumof (A) the Executive’s Base Salary in effect on the Date of Terminationand (B) the Incentive Bonus, if any, paid in the year immediatelypreceding the year in which the Date of Termination occurs (the aggregateamount being the “**Severance Payment**”),and (iii) continued participation in the group life insurance and groupmedical and dental plans on the same terms as such plans are being provided toall of the Company’s United States senior executives during the ContinuationPeriod (or such longer period as is provided in such plans) for the Executive,his spouse, and his dependents, as applicable and subject to the payment of theapplicable monthly premiums paid by active senior executives for the samecoverage.

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

### (ii)          Forpurposes of this Agreement, a “**Change ofControl**” shall be deemed to have occurred if:

#### (A)          any person (within the meaning ofSection 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 definedin the Stockholders Agreement), including any group (within the meaning of Rule13d-5(b) under the Exchange Act)), acquires “beneficial ownership” (within themeaning of Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of Holding representing more than 50% of

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#### the combinedVoting Power (as defined below) of Holding’s securities;

#### (B)           at any time after an initial public offeringof the common stock of Holding, a majority of the members of the Board or ofthe board of directors of any successor to Holding are not “ContinuingDirectors” where “**ContinuingDirector**” means, as ofany date of determination, any member of the Board or of the board of suchsuccessor who (x) was a member of the Board or such successor board 24 monthsprior to the date of determination; (y) was nominated for election or electedto the Board or such successor board with the approval of a majority of theContinuing 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 OTPPpursuant to the Stockholder’s Agreement;

#### (C)           the stockholders of Holding, if atthe time in question Holding is a stock company, approve a merger,consolidation, share exchange, division, sale or other disposition of all orsubstantially all of the assets of Holding (a “**Corporate Event**”), and immediately following theconsummation of which the stockholders of Holding immediately prior to suchCorporate Event do not hold, directly or indirectly, a majority of the VotingPower of (x) in the case of a merger or consolidation, the surviving orresulting corporation, (y) in the case of a share exchange, theacquiring corporation or (z) in the case of a division or a sale orother disposition of assets, each surviving, resulting or acquiring corporationwhich, immediately following the relevant Corporate Event, holds more than 50%of the consolidated assets of Holding immediately prior to such CorporateEvent; or

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

Notwithstandingthe 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 ofHolding where no Person (including any group (within the meaning of Rule13d-5(b) under the Exchange Act)) acquires more than 50% of the beneficialownership interests in such securities.

For purposes ofthis Section 8(d)(ii), a specified percentage of “**VotingPower**” of a company shall mean such number of the VotingSecurities as shall enable the holders thereof to cast such percentage of allthe votes which could be cast in an annual election of directors and “**Voting Securities**” shall mean allsecurities of a company entitling the holders thereof to vote in an annualelection of directors.

## (e)   Release.  TheExecutive’s receipt of the benefits described in Sections 8(c) and 8(d) isconditioned on the Executive first executing and delivering to the Company ageneral release of all claims against the Company in substantially the formattached hereto as Exhibit

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## A.  TheCompany’s obligation to make any of the payments and extended benefitsdescribed in Sections 8(c) or 8(d) that are in addition to the paymentsprovided in Section 8(a) shall immediately cease, and the Executive shallimmediately return any such post-termination payments from the Company shouldthe Company determine in good faith that the Executive has materially violatedthe confidentiality, ownership of developments, non-competition, ornon-solicitation provisions contained in Section 9 of this Agreement.

## (f)    Discharge of the Company’s Obligations.  The amounts payable to the Executive pursuantto this Section 8 following termination of his employment shall be in full andcomplete satisfaction of the Executive’s rights under this Agreement and anyother claims he may have in respect of his employment by Holding or the Companyor any of their affiliates, other than rights arising under any otheragreement, plan, program or arrangement to which the Executive is a party or iscovered, including but not limited to those referred to in Section 4 of thisAgreement.  Such amounts shall constituteliquidated damages with respect to any and all such rights and claims based onprovisions of this Agreement and the Executive’s employment with the Companyand, upon the Executive’s receipt of such amounts, the Company shall be fullyreleased and discharged from any and all liability to the Executive inconnection with this Agreement or otherwise in connection with the Executive’semployment 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 workfor the Company will bring him into close contact with many confidentialaffairs of the Company, information not readily available to the public, andalso the Company’s plans for further developments and activities, the Executiveagrees during the Employment Period and thereafter to keep and retain in the strictestconfidence 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; salesand marketing information or plans; business or strategic plans; salary, bonusor other personnel information; information concerning new or potentialproducts or markets; information concerning new or potential investors,customers, clients or shareholders; trade secrets; pricing policies;operational methods; technical processes; computer code; formulae, inventionsand research projects; and other business affairs of the Company and itsaffiliates, that the Executive may develop or learn in the course of hisemployment, and not to disclose them to anyone outside of the Company, eitherduring or after his employment with the Company, except (A) in goodfaith, in the course of performing his duties under this Agreement, (B)with the Company’s express written consent (it being understood thatConfidential Information shall not be deemed to include any information that ispublicly disclosed by the Company) or (C) to the extent disclosure iscompelled by a court of competent jurisdiction, arbitrator, agency or othertribunal or investigative body in accordance with any applicable statute, ruleor regulation (but only to the extent any such disclosure is compelled, and nofurther).  On the occasion of theExecutive’s termination as an employee of the Company, or at any time theCompany may so request, the Executive will return to the Company all tangibleembodiments (in whatever medium) relating to Confidential Information that hemay then possess or have under his control.

## (b)   Ownership of Developments. The Executive agrees that the Company shall own all right, title andinterest (including patent rights, copyrights, trade secret rights, mask

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## work rights and other rights throughout theworld) in any inventions, works of authorship, mask works, ideas or informationmade or conceived or reduced to practice, in whole or in part, by the Executive(either alone or with others) during the Employment Period (collectively “**Developments**”); provided that theCompany shall not own Developments for which no equipment, supplies, facilityor Confidential Information of the Company was used, and which were developedentirely on the Executive’s time and do not relate to the business of theCompany.  Subject to the foregoing, theExecutive will promptly and fully disclose to the Company, or any persons designatedby it, any and all Developments made or conceived or reduced to practice orlearned by the Executive, either alone or jointly with others during theEmployment Period.  The Executive herebyassigns all right, title and interest in and to any and all of theseDevelopments to the Company.  TheExecutive shall further assist the Company, at the Company’s expense, tofurther evidence, record and perfect such assignments, and to perfect, obtain,maintain, enforce, and defend any rights specified to be so owned orassigned.  The Executive herebyirrevocably designates and appoints the Company and its agents asattorneys-in-fact to act for and on the Executive’s behalf to execute and fileany document and to do all other lawfully permitted acts to further thepurposes of the foregoing with the same legal force and effect as if executedby the Executive.  In addition, and notin contravention of any of the foregoing, the Executive acknowledges that alloriginal works of authorship which are made by him (solely or jointly withothers) within the scope of the employment relationship and which areprotectable by copyright are “works made for hire,” as that term is defined inthe United States Copyright Act (17 USCA, § 101).

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

## (d)   Non-Solicitation of Employees.  During the Employment Period and theContinuation Period, the Executive shall not, directly or indirectly, for theExecutive’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 whichthe Company or any of its affiliates has commenced or has made plans tocommence operations during the Employment Period, (i) solicit foremployment, employ, engage to perform services or otherwise interfere with therelationship of the Company or any of its affiliates with any natural personthroughout the world who is or was employed by or otherwise engaged to performservices for the Company or any of its affiliates at any time during theEmployment Period (in the case of any such activity during such time) or duringthe twelve-month period preceding such solicitation, employment or interference(in the case of any such activity after the Date of Termination or otherwise asof the date of Executive’s termination of employment with Company), other thanany such solicitation or employment on behalf of the Company or any of itsaffiliates during the Employment Period, or (ii) induce any employee ofthe Company or any of its affiliates who is a member of management to engage inany activity which the

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## Executive is prohibited from engaging in under any of the paragraphs ofthis Section 9 or to terminate his or her employment with the Company.

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

## (f)    InjunctiveRelief with Respect to Covenants; Certain Acknowledgements and Agreements.

### (i)           The Executiveacknowledges and agrees that the covenants and obligations of the Executivewith respect to confidentiality, ownership of developments, non-competition,non-disparagement, and non-solicitation relate to special, unique, andextraordinary matter and that a violation of any of the terms of such covenantsand obligations will cause the Company irreparable injury for which adequateremedies are not available at law. Therefore, the Executive agrees that the Company shall be entitled to aninjunction, restraining order, or such other equitable relief (without the requirementto post bond) as a court of competent jurisdiction may deem necessary orappropriate to restrain the Executive from committing any violation of thecovenants and obligations referred to in this Section 9.  These injunctive remedies are cumulative andin addition to any other rights and remedies the Company may have at law or inequity.

### (ii)          If any court ofcompetent jurisdiction shall at any time determine that, but for the provisionsof this paragraph, any part of this Agreement is illegal, void as againstpublic policy or otherwise unenforceable, the relevant part will automaticallybe 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 andeffect.

### (iii)         The Executiveacknowledges and agrees that the Executive will have a prominent role in themanagement of the business, and the development of the goodwill, of the Companyand its affiliates and will establish and develop relations and contacts withthe principal customers and suppliers of the Company and its affiliates in theUnited States of America and the rest of the world, all of which constitutevaluable goodwill of, and could be used by the Executive to harm, the Companyand its affiliates and that (i) in the course of his employment with theCompany, the Executive will obtain Confidential Information that could be usedto compete unfairly with the Company and its affiliates, (ii) thecovenants and restrictions contained in Section 9 are intended to protect thelegitimate interests of the Company and its affiliates in their respectivegoodwill, 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 his economic means and circumstances are suchthat the provisions of this Agreement, including the restrictive covenants inSection 9, will not prevent him from providing for himself and his family on abasis satisfactory to him and them.

# 10.   Successors.  (a) This Agreement is personal to the Executive and, without the priorwritten consent of the Company, shall not be assignable by the Executiveotherwise than by

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# will or the laws ofdescent and distribution.  This Agreementshall inure to the benefit of and be enforceable by the Executive’s legalrepresentatives.

## (b)   ThisAgreement shall inure to the benefit of and be binding upon Holding, theCompany and its successors, including any successor to all or substantially allof the business and/or assets of the Company, whether direct or indirect, bypurchase, merger, consolidation, acquisition of ownership interests, orotherwise.  The Company shall require anysuch successor to expressly acknowledge and agree in writing to assume theCompany’s obligations hereunder

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

## (b)   Arbitration.  Except to the extent provided in Section9(f), any dispute or controversy arising under or in connection with thisAgreement shall be resolved by binding arbitration.  The arbitration shall be held in Atlanta andexcept to the extent inconsistent with this Agreement, shall be conducted inaccordance with the Expedited Employment Arbitration Rules of the AmericanArbitration Association then in effect at the time of the arbitration (or suchother rules as the parties may agree to in writing), and otherwise inaccordance with principles which would be applied by a court of law orequity.  The arbitrator shall beacceptable to both the Company and the Executive.  If the parties cannot agree on an acceptablearbitrator, the dispute shall be heard by a panel of three arbitrators, oneappointed by each of the parties and the third appointed by the other twoarbitrators.  The Company and the Executiveagree that arbitration costs shall be borne by the losing party.

## (c)   Amendments.  This Agreement may not be amended or modifiedotherwise than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.

## (d)   Terminationof Old Agreements; Entire Agreement. Executive and the Company acknowledge and agree that effective as of theEffective Date, the Old Agreements (and all agreements and side lettersassociated therewith) are hereby terminated and of no further force and effectand neither party has any rights thereunder except Executive’s rights toreceive accrued and unpaid salary in connection with his employment thereunderand any other vested benefits in accordance with the Company’s benefitplans.  This Agreement, together with thestock subscription agreement, the stockholders’ agreement and the stockincentive plan referred to in Section 4, constitutes the entire agreementbetween the parties hereto with respect to the matters referred to herein;provided, however, that the Terms of Employment set forth in the EmployeeHandbook shall remain in effect and be in addition to the terms of thisAgreement except to the extent inconsistent herewith in which case the 

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## terms of this Agreement shall govern, supersede and prevail.  No other agreement relating to the terms ofthe Executive’s employment by the Company, oral or otherwise, shall be bindingbetween the parties unless it is in writing and signed by the party againstwhom enforcement is sought.  There are nopromises, representations, inducements, or statements between the parties otherthan those that are expressly contained herein. The Executive acknowledges that he is entering into this Agreement ofhis own free will and accord, and with no duress, that he has read thisAgreement, that he understands it and its legal consequences and that he hashad the opportunity to consult with such advisors as he desired.

## (e)   Notices.  All notices and other communicationshereunder shall be in writing and shall be given by hand-delivery to theother party, or by first class, registered or certified mail, return receiptrequested, 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 totime designate in writing in accordance with this section.  Notice and communications shall be effectivewhen actually received by the addressee.

## (f)    TaxWithholding.  The Company shallwithhold from any amounts payable under this Agreement such Federal, state orlocal taxes as shall be required to be withheld pursuant to any applicable lawor regulation.

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

## (h)   Waiver.  Waiver by any party hereto of any breach ordefault by another party of any of the terms of this Agreement shall notoperate as a waiver of any other breach or default, whether similar to ordifferent from the breach or default waived. No waiver of any provision of this Agreement shall be implied from anycourse of dealing between the parties hereto or from any failure by a partyhereto to assert its or his rights hereunder on any occasion or series ofoccasions.

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

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

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##  

IN WITNESSWHEREOF, the Executive has executed this Agreement and Holding and the Companyhave caused this Agreement to be executed in their names on their behalf, allas 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/ David  Lauderdale                   |   |   |
|        |                                            |                                         |        |  |  |

 

 

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Appendix A

Abacus DistributionSystems pte. Ltd.Amadeus Global Travel Distribution, S.A.Galileo International, LLCSabre, Inc.AXESS International Network Inc.Infini Travel Information Inc.Navitaire, Inc.Pegasus Solutions Inc.Wizcom International, Ltd.Cendant CorporationSystem One CorporationElectronic Data Systems Corporation (“EDS”) (only to the extent EDS’sactivities arecompetitive with the Company’s business)

 

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Exhibit A

**[FORM OF]GENERAL RELEASE OF ALL CLAIMS**

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

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

WHEREAS, I am a party to the following agreements withthe Company pursuant to which I acquired (or have the right to acquire) equitysecurities of the Company:  ManagementStock 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 subjectto certain obligations pursuant to the Stockholders Agreement, dated as of                                  ,2003, among TTPC, [Name] and each of the other parties named in the schedulesthereto (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 fromtime to time in accordance with the terms thereof, the “Registration RightsAgreement”);

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

**NOW, THEREFORE, in consideration of the promisesset 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 foreverrelease, acquit and discharge TTPC and Worldspan and all affiliated or relatedcompanies, parents, divisions, or**

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**subsidiaries, whether said entitiesare incorporated, unincorporated associations, partnerships or other entitiesand 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 couldassert against the Company Group arising out of, or in any way connected with,my employment or my separation from employment, including but not limited toany claims or demands for the following: wrongful discharge; breach of an implied or expressed employmentcontract; 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 medicalcondition; violation of any section of the AIDS Confidentiality Act, the EqualEmployment for Persons with Disabilities Code, the National Labor RelationsAct, the Fair Labor Standards Act, the Rehabilitation Act of 1973, theAmericans with Disabilities Act of 1990, The Civil Rights Acts of 1866 and1871, 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 DiscriminationIn Employment Act, the Older Workers Benefit Protection Act, the EmployeeRetirement Income Security Act of 1974, the Occupational Safety and Health Act,the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family MedicalLeave Act of 1993, the Immigration Reform and Control Act of 1986, or any otherfederal, state or local laws or regulations; unpaid wages, salary, overtimecompensation, bonuses, commissions, or other compensation of any sort; fordamages of any nature, including compensatory, general, special or punitive; orfor 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 thaninclusive.  Notwithstanding theforegoing, this release and my understandings, agreements, representations andwarranties set forth below do not (x) preclude me from seeking to obtainany payments or benefits to which I may be entitled under Section 8 of theEmployment Agreement, under the Management Equity Agreements or under anyapplicable employee benefit plans (other than any severance plan or policy orany other benefit plan or program specifically referred to in the EmploymentAgreement and for which payment is made in accordance with the terms of theEmployment Agreement, which payment is stated to be in satisfaction of myrights thereunder, or any Options, Share grants, subscription or other rightsunder the Management Equity Agreements that terminate upon my ceasing to beemployed by the Company), but my entitlement to such payments and benefits, ifany, will be determined in accordance with such agreements and any relevantplan documents or (y) release any rights under the StockholdersAgreement or the Registration Rights Agreement, which will be determined inaccordance with the terms of such agreements.**

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

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

# 1.             That this is a full and final release applying to allunknown and unanticipated injuries, claims, or damages arising out of saidemployment, 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 expressintention of releasing and extinguishing unknown or unsuspected obligations, andI 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 whatsoeveragainst the Company which I have not released pursuant to this Release.  I, [Name], understand, agree and acknowledgethat 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 myfavor at the time of executing this Release, and that this Release contemplatesextinguishment of all such claims and causes of action.

# 2.             That, I, [Name], have had the opportunity to consultwith a representative of my own choosing with respect to this Release; that Ihave read this Release; that I am fully aware of its contents and of its legaleffect; 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 Grouparising out of or based upon the circumstances of my employment or myseparation from employment, except as otherwise expressly required by law orwith respect to matters not released hereunder.

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

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

# 6.             The consideration set forth in Section 8 of theEmployment Agreement exceeds any amount and/or consideration to which I wouldotherwise be entitled under the Company’s standard operating policies,practices, or as required by law.  Allamounts to which I would be entitled under the Company’s policies, practicesand/or as required 

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# by law have been tendered to me and are herebyacknowledged.  Therefore, saidconsideration is not paid as wages or other compensation due, but is paidsolely in consideration of this Release and the provisions set forth hereinrelating to Confidential Information.

# 7.             **Compliance With OlderWorkers Benefit Protection Act.**

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

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

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

## (c)   **That, I, [Name], acknowledge that the considerationprovided for in this Release and the provisions of this paragraph are inaddition to that to which I am already entitled;**

## (d)   **That, I, [Name], understand that this Release shall berevocable for a seven (7) day period following execution of this Release byme.  Accordingly, this Release shall notbecome effective or enforceable until the expiration of this seven (7) dayrevocation period.**

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

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

# 9.     In the event that it shall be necessary forany party hereto to institute legal action to enforce any of the terms andconditions or provisions contained herein, or for any breach thereof, theprevailing party in such action shall be entitled to costs and reasonableattorneys’ fees.

**PLEASE READ CAREFULLY, THIS RELEASE INCLUDES A WAIVER AND A SETTLEMENTOF ALL KNOWN AND UNKNOWN CLAIMS.**

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** **

 
| DATED:                          ,  20     |   | [NAME]                                    |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|--------|--------|
|                                                                                                                                                                                  |   |                                      |   |   |
|                                                                                                                                                                                  |   | Address:                                  |   |   |
|                                                                                                                                                                                  |   |                                      |   |   |
|                                                                                                                                                                                  |   |                                      |
| DATED:                          ,  20     |   | TRAVEL TRANSACTION PROCESSING CORPORATION |
|                                                                                                                                                                                  |   |                                      |   |   |
|                                                                                                                                                                                  |   | By:                                       |   |   |
|                                                                                                                                                                                  |   | Title:                                    |   |   |
|                                                                                                                                                                                  |   |                                      |
|                                                                                                                                                                                  |   |                                      |
| DATED:                          ,  20     |   | WORLDSPAN, L.P.                           |
|                                                                                                                                                                                  |   |                                      |   |   |
|                                                                                                                                                                                  |   | By:                                       |   |   |
|                                                                                                                                                                                  |   | Title:                                    |   |   |
|                                                                                                                                                                                       |        |                                           |        |        |  |  |  |

 

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