Exhibit 10.86


EMPLOYMENT AGREEMENT


This Employment Agreement is dated as of December 31,
2005 (the “Agreement”), and is between Worldspan,
L.P., a limited partnership organized and existing under the laws of Delaware
(the “Company”), Worldspan Technologies Inc.,
a corporation organized and existing under the laws of Delaware (“Holding”), and M. Gregory O’Hara (the “Employee”).


W I T N E S S E T H:


WHEREAS, Employee is currently serving as the
Executive Vice President of the Company pursuant to the employment agreement
dated June 30, 2003 (the “Old Agreement”);


WHEREAS, Holding, the Company and Employee desire for
Employee to continue as an employee of the Company on the terms and conditions
set forth herein;


WHEREAS, Holding, the Company and Employee desire to
terminate the Old Agreement effective as of the Effective Date;


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


1.     Termination of Old Agreement.   Effective as of December 31,
2005 (the “Effective Date”),
Employee, Holding and the Company each agree to terminate the Old Agreement
with no further obligations or liability of any party. Employee further agrees
to resign as an officer of Holding and Company as of the Effective Date.


2.     Agreement to Employ; No Conflicts.   Upon
the terms and subject to the conditions of this Agreement, the Company hereby
agrees to employ the Employee, and the Employee hereby agrees to be an employee
of the Company, in each case, as of the Effective
Date pursuant to the terms of this Agreement. Unless specifically
provided for herein, no other terms or benefits shall be applicable to Employee’s
employment with the Company. The Employee represents that (i) he is
entering into this Agreement voluntarily and that his employment hereunder and
compliance with the terms and conditions hereof will not conflict with or
result in the breach by him of any agreement to which he is a party or by which
he may be bound, (ii) he has not violated, and in connection with 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 be
bound and (iii) in connection with his employment with the Company he will
not use any confidential or proprietary information he may have obtained in
connection with employment with any prior or other current or future employer
other than the Company.


3.     Term and Responsibilities.   (a) 
Term.   Unless the Employee’s
employment shall sooner terminate pursuant to Section 7, the Company shall
employ the Employee hereunder for a term commencing on the Effective Date and
continuing until December 31, 2009. The period during which the Employee
is employed pursuant to this Agreement shall be referred to as the “Employment Period.”


(b)   Position and Responsibilities.   During
the Employment Period, the Employee shall (i) monitor industry and market
trends and provide a quarterly report to the Chief Executive Officer (“CEO”), (ii) provide
potential agenda items for board of directors meetings, (iii) provide
assistance with respect to strategic transactions if requested in writing by
the CEO or General Counsel, and (iv) handle special projects if requested
in writing by the CEO or General Counsel.



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(c)    Business Time.   During the Employment Period, the
Employee agrees to devote five (5) hours per month to the business and
affairs of the Company and to use commercially reasonable efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities.


4.     Compensation.   As
compensation for the services to be performed by the Employee during the
Employment Period, the Company shall pay the Employee a salary at the
annualized rate of $15,000, payable in installments on the Company’s regular
payroll dates. The Employee will not be eligible for or entitled to any salary
increases, vacation or sick leave accrual after December 31, 2005.


5.     Employee Benefits.   (a) 
Benefits.   Subject to the payment
of the applicable monthly premiums paid by active employees for the same
coverage, the Employee (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, and long term disability benefit plans that the Company provides to
its United States employees until the earlier of (a) June 30, 2006 or
(b) the date the Employee obtains coverage for such benefits under non-Worldspan
plans.


(b)   2005 EICP.   The
Company shall pay Employee his incentive under the 2005 Employee Incentive
Compensation Program (“EICP”)
when the Company pays all other 2005 EICP incentives. The Employee will not be
eligible for any other bonus, incentive, variable compensation, sales incentive
or other bonus plan maintained by the Company.


6.     Expenses.   Subject
to the prior written consent of the CEO or General Counsel, the Company shall
reimburse the Employee for travel, lodging, meals, and other reasonable
expenses incurred by him in connection with his performance of services
hereunder.


7.     Termination.   (a) 
Death.   Employee’s employment shall
terminate automatically upon the Employee’s death.


(b)   Termination by the Company.   The
Company may terminate the Employee’s employment only with Cause. For purposes
of this Agreement, “Cause” means (i) the
Employee’s conviction of a felony involving moral turpitude that results in
harm to the Company or its affiliates, (ii) a judicial determination that
the Employee committed fraud, misappropriation, or embezzlement against any
person, or (iii) the Employee’s breach of any terms of this Agreement or
willful or gross and repeated neglect or misconduct in the performance of his
duties under Section 3(b) hereof, provided that in the case of the
preceding clause (iii), the Company shall first have given the Employee written
notice identifying the Employee’s breach, neglect or misconduct, and the
Employee 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 Employee.   The
Employee may terminate his employment at any time.


(d)   Notice of Termination.   Any
termination of Employee’s employment by the Company for Cause shall be
communicated by written notice given in accordance with Section 10(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 Employee’s employment terminates
during the Employment Period.


8.     Restrictive Covenants.   (a) 
Confidentiality.   In view of the
fact that the Employee’s work for the Company has and will bring him 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 



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activities, the Employee
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 Employee may develop or learn in the course of his
employment, and not to disclose them to anyone outside of the Company, either
during or after his employment with the Company, except (A) in good faith,
in the course of performing his 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 Employee’s termination as an employee of the Company, or
at any time the Company may so request, the Employee will return to the Company
all tangible embodiments (in whatever medium) relating to Confidential
Information that he may then possess or have under his control.


(b)   Ownership of Developments.   The
Employee 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 Employee (either alone or with others) during the Employment
Period (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 Employee’s time and do not relate to the business of
the Company. Subject to the foregoing, the Employee 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
Employee, either alone or jointly with others during the Employment Period. The
Employee hereby assigns all right, title and interest in and to any and all of
these Developments to the Company. The Employee 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 Employee hereby irrevocably
designates and appoints the Company and its agents as attorneys-in-fact to act
for and on the Employee’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 Employee. In addition, and
not in contravention of any of the foregoing, the Employee acknowledges that
all original works of authorship which are made by him (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 for a two year period thereafter, the Employee 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, perform any services for, or assist any other
person or entity in entering into any type contractual or strategic transaction
with any entity listed on Appendix A or any affiliate or successor thereof or
any other entities as the Company and the Employee shall agree from time to
time. Notwithstanding the foregoing, the non-competition covenant set forth
herein shall not apply to an ownership interest amounting to one percent (0.1%)
or less of any class of securities listed on any of the national securities
exchanges or regularly traded over-the-counter.



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(d)   Non-Solicitation of Employees.   During
the Employment Period and for a two year period thereafter, the Employee shall
not, directly or indirectly, for the Employee’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 the Company or any of its
affiliates at any time during the Employment Period or during the twelve-month
period preceding such solicitation, employment or interference, 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 Employee is prohibited from
engaging in under any of the paragraphs of this Section 8 or to terminate
his or her employment with the Company.


(e)    Non-Disparagement.   During
the Employment Period and for a two year period thereafter, the Employee 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
Employee acknowledges and agrees that the covenants and obligations of the
Employee 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 Employee 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
Employee from committing any violation of the covenants and obligations
referred to in this Section. 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
Employee acknowledges and agrees that (i) in the course of his employment
with the Company, the Employee will obtain Confidential Information that could
be used to compete unfairly with the Company and its affiliates, (ii) the
covenants and restrictions contained in this Section 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 Employee desires to be bound by such covenants and
restrictions, and (iv) the Employee represents that his economic means and
circumstances are such that the provisions of this Agreement, including the
restrictive covenants in this Section, will not prevent him from providing for
himself and his family on a basis satisfactory to him and them.


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


10.   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 10(b), in any action or proceeding brought with respect to or
in connection with this Agreement, the Company and the Employee 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 10(b), the Company and the Employee
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 8(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 Employee. 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 Employee 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)   Entire Agreement.   This
Agreement constitutes the entire agreement between the parties hereto with
respect to the matters referred to herein; provided, however, that 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 Employee’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 is sought. There are no promises,
representations, inducements, or statements between the parties other than
those that are expressly contained herein. The Employee acknowledges that he is
entering into this Agreement of his own free will and accord, and with no
duress, that he has read this Agreement, that he understands it and its legal
consequences and that he has had the opportunity to consult with such advisors
as he desired.



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(e)    Notices.   All
notices and other communications hereunder shall be in writing and shall be
given by (a) hand-delivery to the other party, (b) deposit with
a commercial overnight courier, with written verification of receipt, or (c) by
first class, registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:




	
  If to the Employee:

  	
   

  	
  at the home address of the Employee 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 his 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.



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IN WITNESS WHEREOF, the
Employee 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.




	
  

  	
  WORLDSPAN TECHNOLOGIES
  INC.

  
	
   

  	
  By:

  	
  /s/ JEFFREY C. SMITH

  
	
   

  	
   

  	
  Jeffrey C. Smith

  
	
   

  	
   

  	
  General Counsel,
  Secretary and

  
	
   

  	
   

  	
  Senior Vice President
  Human

  
	
   

  	
   

  	
  Resources

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
  By:

  	
  /s/ JEFFREY C. SMITH

  
	
   

  	
   

  	
  Jeffrey C. Smith

  
	
   

  	
   

  	
  General Counsel,
  Secretary and

  
	
   

  	
   

  	
  Senior Vice President
  Human

  
	
   

  	
   

  	
  Resources

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
  /s/ M. GREGORY O’HARA

  
	
   

  	
   

  	
  M. Gregory O’Hara

  







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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.


Travelsky

Pegasus Solutions Inc.

Wizcom International, Ltd.

Cendant Corporation


ITA Software, Inc.


G2 SwitchWorks Corp



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