exv10w1







Exhibit 10.1









August 2, 2011




Douglas M. Steenland



Re: Appointment to Travelport Boards of Directors



Dear Doug:



This Letter will set forth the terms of your service on the Boards of Directors (collectively, the
“Boards”) of TDS Investor (Cayman) G.P. Ltd. (“TDS Cayman”), Travelport Worldwide Limited
(“Travelport Worldwide”), Travelport Holdings Limited (“Travelport Holdings”) and Travelport
Limited (“Travelport Limited”), (Travelport Limited, Travelport Holdings, Travelport Worldwide and
TDS Cayman, collectively “Travelport” or the “Company”), effective August 2, 2011 (the “Effective
Date”) or such later date as set forth in the relevant approvals.



Term. You have agreed to serve on the Boards on the terms set forth herein. Unless earlier
terminated in accordance with this Letter, this arrangement shall be until August 1, 2012, but
shall automatically renew on a yearly basis thereafter until terminated by you or the Company
pursuant to the terms set forth in this Letter.



Fee. We anticipate that you will spend not less than two days per month on work for the Company,
including attending regularly scheduled meetings of the Boards and any committees thereof (e.g. the
regularly scheduled quarterly meetings of the Board of Travelport Limited) as well as other duties
normally required of non-executive directors. You will be entitled, during the continuance of your
appointment, to a fee for your services as a director as determined by the shareholders in
accordance with the bye-laws of the Company from time to time (the “Fee”). The annual Fee is
$250,000, to be paid quarterly in arrears by Travelport Limited. You will receive a pro-rata fee
for the third quarter of 2011, i.e. from the Effective Date to September 30, 2011. The Fee will be
reviewed as determined in accordance with the constitutional documents of the Company from time to
time. This Letter, and the Fee under it, shall also cover your service as a member of the Audit,
Compensation and Executive Committees of Travelport Limited.



Independent Contractor. You acknowledge and agree that you will be an independent contractor and
not an employee of the Company or their affiliates. The Company and their affiliates shall provide
no worker’s compensation, health or accident insurance to cover you. The Company and their
affiliates shall not pay contributions to social security, unemployment insurance, federal or state
withholding taxes, nor provide any other contributions or benefits that might be expected in an
employer-employee relationship.



Prior Agreements. You represent and affirm that you do not have any non-competition,
confidentiality, restrictive covenant or other similar agreement or contract that will or may
restrict or limit in any way your ability to perform the duties on the Boards, and that the
Company’s offer to serve on the Boards is contingent upon this representation by you.



Expenses. Travelport Limited shall reimburse you for all reasonable and properly documented
expenses that you incur in performing your duties pursuant to this Letter.





 









 







Termination. In the event that your services on the Boards are no longer needed, you will be
notified by us in writing of the date on which your appointments will terminate (the “Termination
Date”). In the event of a notification of a Termination Date, Travelport Limited shall pay you any
pro-rata fee for the period up to the Termination Date, plus any unpaid fee for the prior quarter
of service. You may terminate your appointment by notifying the Company in writing of the date
will cease to be a director on the Boards (also the “Termination Date”), in which case Travelport
Limited shall pay you any pro-rata fee for the period up to the Termination Date, plus any unpaid
fee for the prior quarter of service. In the event of a termination by you or the Company,
Travelport Limited shall also reimburse you for all reasonable and properly documented expenses
that you have incurred in performing your duties pursuant to this Letter through the Termination
Date.



Corporate Governance. You acknowledge and agree that the powers and duties of a Director of the
Company are set out in the Company’s bye-laws or articles, as the case may be, and are also imposed
by applicable law and that apart from his statutory duties, the Director is also subject to a
fiduciary duty to exercise his powers in good faith and in a manner most likely to promote the best
interests of the Company. You will also be required to avoid conflicts of interest during your
services to the Company and to adhere to Travelport’s Securities Trading Policy.



If you agree with the terms of this Letter, please would you countersign below the enclosed copy of
this Letter and return it to me to indicate your agreement with this Letter. Please do not
hesitate to contact me with any questions or if I may assist you in any way.



Very truly yours,



TDS Investor (Cayman) G.P. Ltd.




	 	 	 

	/s/ Eric J. Bock
 


	 	 
	By: Eric J. Bock
	 	 
	Its: Executive Vice President, Chief Administrative
Officer and General Counsel
	 	 
	 
	 	 
	Travelport Holdings Limited
	 	 
	 
	 	 
	/s/ Eric J. Bock
 


	 	 
	By: Eric J. Bock
	 	 
	Its: Executive Vice President, Chief Administrative
Officer and General Counsel
	 	 
	 
	 	 
	Travelport Worldwide Limited
	 	 
	 
	 	 
	/s/ Eric J. Bock
 


	 	 
	By: Eric J. Bock
	 	 
	Its: Executive Vice President, Chief Administrative
Officer and General Counsel
	 	 
	 
	 	 





 









 






	 	 	 

	Travelport Limited
	 	 
	 
	 	 
	/s/ Eric J. Bock
 


	 	 
	By: Eric J. Bock
	 	 
	Its: Executive Vice President, Chief Administrative
Officer and General Counsel
	 	 
	 
	 	 
	Acknowledged and agreed:
	 	 
	 
	 	 
	/s/ Douglas M. Steenland
 


	 	 
	Douglas M. Steenland
	 	 
	Date:
	 	 






	 	 	 

	cc:

	 	Jeff Clarke, Executive Chairman
	 

	 	Gordon Wilson, President and CEO
	 

	 	Lee Golding, EVP and Chief Human Resources Officer