Exhibit
10.20


 


TRAVELPORT AMERICAS, LLC


OFFICER DEFERRED COMPENSATION PLAN


 


ARTICLE 1-INTRODUCTION


 


1.1 Purpose of Plan


 


The
Company has adopted the Plan set forth herein to provide a means by which certain
employees may elect to defer receipt of designated percentages or amounts of
their Compensation and to provide a means for certain other deferrals of
Compensation.


 


1.2 Status of Plan


 


The
Plan is intended to be “a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees” within the meaning of Sections
201(2) and 301(a)(3) of the Employee Retirement Income Security Act
of 1974 (“ERISA”), and shall be interpreted and administered to the extent
possible in a manner consistent with such intent. The Plan is also intended to
comply with the American Jobs Creation Act of 2004 and Internal Revenue Code Section 409A
and the regulations and guidance thereunder and shall be interpreted accordingly.


 


ARTICLE 2-DEFINITIONS


 


Wherever
used herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context:


 


2.1 Account means, for each Participant,
the account established for his or her benefit under Section 5.1.


 


2.2 Change of Control means a change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the Company’s assets, within the meaning of Code Section 409A.


 


2.3 Code means the Internal Revenue
Code of 1986, as amended from time to time. Reference to any section or
subsection of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces such
section or subsection.


 


2.4 Company means Travelport Americas, Inc.
and its successors.  Effective June 11,
2007, Company means Travelport Americas, LLC.


 


2.5 Compensation means a Participant’s annual
base salary, Semi-annual bonus and commissions. 
Effective January 1, 2008, Compensation also means, a Participant’s
Deal/Transition bonus, Retention bonus, Discretionary bonus and awards under
the Restricted Cash Award Program.  Effective
January 1, 2008, Compensation shall include a Participant’s annual base
salary and commissions only in excess of the compensation limit of Code Section 401(a)(17)
(as annually adjusted) in effect during the Plan Year.


 

















 


2.4 Disability or Disabled means (a) the inability
of a Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or (b) the Participant is, by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering
employees of the Employer; provided that a Participant shall only be considered
to have a Disability or be Disabled if such Participant has a “disability” or
is “disabled” within the meaning of such terms under Code Section 409A.
Notwithstanding the foregoing, a Participant shall be deemed Disabled if he or
she is determined to be totally disabled by the Social Security Administration.
The Plan Administrator shall determine whether or not a Participant is Disabled
based on such evidence as the Plan Administrator deems necessary or advisable.


 


2.5
Discretionary Matching Contribution means a contribution for the
benefit of a Participant as described in Section 4.3.


 


2.6 Effective Date means September 1, 2006.


 


2.7 Election Form means the participation
election form as approved and prescribed by the Plan Administrator.


 


2.8 Elective Deferral means the portion of Compensation
which is deferred by a Participant under Section 4.1.


 


2.9 Eligible Employee means, on the Effective Date
or on any date thereafter, each employee of the Employer who is a senior
officer and above.  Effective January 1,
2008, an Eligible Employee means an employee of the Employer who is classified
by the Employer as Band 9 level and above.


 


2.10 Employer means the Company and any
majority-owned U.S. subsidiary of Travelport Limited, whether directly or
indirectly held, that participates in the Plan with the approval of the Board of
Directors or the Employee Benefits Committee of the Company; provided, however,
that effective January 1, 2008, Orbitz Worldwide, Inc. and its
subsidiaries shall be excluded from the definition of “Employer.”


 


2.11 ERISA means the Employee
Retirement Income Security Act of 1974, as amended from time to time. Reference
to any section or subsection of ERISA includes reference to any comparable or
succeeding provisions of any legislation which amends, supplements or replaces
such section or subsection.


 


2.12 Matching Contribution means a contribution for the
benefit of a Participant as described in Section 4.2.


 


2.13 Participant means any individual who
participates in the Plan in accordance with Article 3.


 


2.14 Plan means this Travelport
Americas, LLC Deferred Compensation Plan, as amended from time to time.


 


2.15 Plan Administrator means the Company.


 


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2.16 Plan Year means the consecutive twelve-month
period commencing on January 1 and ending on the following December 31.


 


2.17 Separation from Service means a Participant’s death,
retirement or other termination of employment with the Employer and all of its
affiliates (as determined in accordance with Code Section 409A(2)(A)(i)).
For this purpose, the employment relationship shall, to the extent required
under Code Section 409A to avoid the imposition of additional or
accelerated taxation, be treated as continuing intact while the Participant is
on military leave, sick leave or other bona fide leave of absence (such as
temporary employment by the government), except that if the period of such
leave exceeds six (6) months
and the Participant’s right to reemployment is not provided for by statute or
contract, then the employment relationship shall be deemed to have terminated
on the first day immediately following such six-month period.


 


2.18 Trust means the trust established
by the Employer that identifies the Plan as a plan with respect to which assets
are to be held by the Trustee.


 


2.19 Trustee means the trustee or
trustees under the Trust.


 


ARTICLE
3-PARTICIPATION


 


3.1 Commencement of Participation


 


Any
individual who elects to defer part of his or her Compensation in accordance with
Section 4.1 shall become a Participant in the Plan as of the date such deferrals
commence in accordance with Section 4.1 whether or not any such election
is made.


 


3.2 Continued Participation


 


A
Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account. Notwithstanding the foregoing, Participation
in respect of any calendar year is not a guarantee of participation in respect
of any future calendar year.


 


ARTICLE
4-ELECTIVE DEFERRALS, MATCHING AND DISCRETIONARY MATCHING CONTRIBUTIONS


 


4.1 Elective Deferrals


 


An
individual who is an Eligible Employee on the Effective Date may, by completing
an Elections Form and filing it with the Plan Administrator within 30 days
following the Effective Date, elect to defer a percentage or dollar amount of one
or more payments of Compensation, on such terms as the Plan Administrator may
permit, which are payable to the Participant after the date on which the
individual files the Election Form. Any individual who becomes an Eligible
Employee after the Effective Date may, by completing an Election Form and
filing it with the Plan Administrator within 30 days following the date on
which the Plan Administrator gives such individual written notice that the
individual is an Eligible Employee, elect to defer a percentage or dollar
amount of one or more payments of Compensation, on such terms as the Plan
Administrator may permit, which are payable to the Participant after the date
on which the individual files the Election Form. Any Eligible Employee who has
not otherwise initially elected to defer Compensation in accordance with this
paragraph 4.1 may elect to defer a percentage or dollar amount of one or more
payments of Compensation, on such terms as the Plan Administrator may permit,
commencing with Compensation paid in the next succeeding Plan


 


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Year,
by completing an Election Form prior to the first day of such succeeding
Plan Year. A Participant’s Compensation shall be reduced in accordance with the
Participant’s election hereunder and amounts deferred hereunder shall be paid
by the Employer to the Trust as soon as administratively feasible and credited
to the Participant’s Account as of the date the amounts are received by the
Trustee.


 


An
election to defer a percentage or dollar amount of Compensation for any Plan Year
shall apply for subsequent Plan Years unless changed or revoked. A Participant
may change or revoke his or her future deferral election as of the first day of
any Plan Year by giving written notice to the Plan Administrator before such
first day (or any such earlier date as the Plan Administrator may prescribe).


 


4.2
Matching Contributions


 


After
each payroll period, monthly, quarterly, or annually, at the Employer’s discretion,
the Employer shall contribute to the Trust Matching Contributions equal to the
rate of Matching Contribution selected by the Employer at the beginning of the
Plan Year and multiplied by the amount of the Elective Deferrals credited to the
Participants’ Accounts for such period under Section 4.1. Each Matching Contribution
will be credited, as of the later of the date it is received by the Trustee or the
date the Trustee receives from the Plan Administrator such instructions as the
Trustee may reasonably require to allocate the amount received among the asset
accounts maintained by the Trustee, to the Participants’ Accounts pro rata in
accordance with the amount of Elective Deferrals of each Participant which are taken
into account in calculating the Matching Contribution.


 


4.3
Discretionary Matching Contributions


 


Effective
January 1, 2008, after each payroll period, monthly, quarterly, or
annually, at the Employer’s discretion, the Employer may contribute to the
Trust Discretionary Matching Contributions based upon criteria established by
the Employer.  Each Discretionary
Matching Contribution will be credited, as of the later of the date it is
received by the Trustee or the date the Trustee receives from the Plan
Administrator such instructions as the Trustee may reasonably require to allocate
the amount received among the asset accounts maintained by the Trustee, to the
Participants’ Accounts.


 


ARTICLE
5-ACCOUNTS


 


5.1
Accounts


 


The
Plan Administrator shall establish an Account for each Participant reflecting Elective
Deferrals, Matching Contributions and Discretionary Matching Contributions made
for the Participant’s benefit together with any adjustments for income, gain or
loss and any payments from the Account. The Plan Administrator may cause the
Trustee to maintain and invest separate asset accounts corresponding to each
Participant’s Account. As of the last business day of each calendar quarter,
the Plan Administrator shall provide the Participant with a statement of his or
her Account reflecting the income, gains and losses (realized and unrealized),
amounts of deferrals, and distributions of such Account since the prior
statement.


 


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5.2
Investments


 


The
assets of the Trust shall be invested in such investments as the Trustee shall
determine. The Trustee may (but is not required to) consider the Employer’s or
a Participant’s investment preferences when investing the assets attributable to
a Participant’s Account.


 


ARTICLE
6-VESTING


 


6.1
General


 


A
Participant shall be immediately vested in, i.e., shall have a
nonforfeitable right to, all Elective Deferrals, all Matching Contributions and
all Discretionary Matching Contributions, and all income and gain attributable
thereto, credited to his or her Account.


 


ARTICLE
7-PAYMENTS


 


7.1
Election as to Time and Form of Payment


 


A
Participant shall elect (on the Election Form used to elect to defer Compensation
under Section 4.1) the date at which the Elective Deferrals, Matching Contributions
and Discretionary Matching Contributions (including any earnings attributable
thereto) will commence to be paid to the Participant. Such date will be either
a fixed date, which shall be no earlier than 5
years from the date such election is made or shall be the date which
is 7 months following the Participant’s Separation from Service. The Employer
may impose additional requirements on such elections. The Participant shall also
elect thereon for payments to be paid in either:


 


a. a single lump-sum payment; or


 


b. annual installments over a
period elected by the Participant up to 10 years, the amount of each
installment to equal the balance of his or her Account immediately prior to the
installment divided by the number of unpaid installments


 


Each
such election will be effective for the Plan Year for which it is made and succeeding
Plan Years. Such election may not be changed under any circumstances. Except as
provided in Sections 7.2 and 7.3, payment of a Participant’s Account shall be
made in accordance with the Participant’s elections under this Section 7.1.


 


7.2 Change of Control


 


As
soon as possible following a Change of Control, each Participant shall be paid his
or her entire Account balance in a single lump sum as soon as administratively
practicable after such Change in Control.


 


7.3 Death


 


If
a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid as soon as practicable to the
Participant’s designated beneficiary or beneficiaries, in the form elected by
the Participant under either of the following options:


 


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a. a single lump-sum payment;
or


 


b. annual installments over a period elected by the Participant
up to 10 years, the amount of each installment to equal the balance of the
Account immediately prior to the installment divided by the number of unpaid
installments.


 


Any
designation of beneficiary and form of payment to such beneficiary shall be made
by the Participant on an Election Form filed with the Plan Administrator
and may be changed by the Participant at any time by filing another Election Form containing
the revised instructions. If no beneficiary is designated or no designated
beneficiary survives the Participant, payment shall be made to the Participant’s
surviving spouse, or, if none, to his or her issue per stirpes, in a single
payment. If no spouse or issue survives the Participant, payment shall be made
in a single lump sum to the Participant’s estate.


 


7.4
Disability


 


If
a Participant becomes Disabled prior to the complete distribution of his or her
Account, the balance of the Account shall be paid as soon as practicable to the
Participant in the form previously elected by the Participant under either of
the following options:


 


a. a single lump-sum payment;
or


 


b. annual installments over a period elected by the
Participant up to 10 years, the amount of each installment to equal the balance
of the Account immediately prior to the installment divided by the number of
unpaid installments.


 


7.5 Taxes


 


All
federal, state or local taxes that the Plan Administrator determines are required
to be withheld from any payments made pursuant to this Article 7 shall be
withheld.


 


7.6 Income Inclusion Under Section 409A of the Code


 


If
the Internal Revenue Service or a court of competent jurisdiction determines that
Plan benefits are includible for federal income tax purposes in the gross income
of a Participant before his or her actual receipt of such benefits due to a failure
of the Plan to satisfy the requirements of Code Section 409A, the Participant’s
vested Account balance shall be distributed to the Participant in a lump sum
cash payment immediately following such determination or as soon as administratively
practicable thereafter; provided, however, that such payment may not exceed the
amount required to be included in income as a result of the failure to satisfy
the requirements of section 409A of the Code.


 


ARTICLE 8 - PLAN ADMINISTRATOR


 


8.1 Plan Administration and Interpretation


 


The
Plan Administrator shall oversee the administration of the Plan. The Plan Administrator
shall have complete control and authority to determine the rights and benefits
and all claims, demands and actions arising out of the provisions of the Plan of
any Participant, beneficiary,


 


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deceased
Participant, or other person having or claiming to have any interest under the
Plan. The Plan Administrator shall have complete discretion to interpret the
Plan and to decide all matters under the Plan. Such interpretation and decision
shall be final, conclusive and binding on all Participants and any person
claiming under or through any Participant, in the absence of clear and
convincing evidence that the Plan Administrator acted arbitrarily and
capriciously. Any individual(s) serving as Plan Administrator who is a
Participant will not vote or act on any matter relating solely to himself or
herself. When making a determination or calculation, the Plan Administrator
shall be entitled to rely on information furnished by a Participant, a beneficiary,
the Employer or the Trustee. The Plan Administrator shall have the responsibility
for complying with any reporting and disclosure requirements or ERISA.


 


8.2 Powers, Duties, Procedures, Etc.


 


The
Plan Administrator shall have such powers and duties, may adopt such rules and
tables, may act in accordance with such procedures, may appoint such officers
or agents, may delegate such powers and duties, may receive such reimbursements
and compensation, and shall follow such claims and appeal procedures with
respect to the Plan as it may establish.


 


8.3
Information


 


To
enable the Plan Administrator to perform its functions, the Employer shall supply
full and timely information to the Plan Administrator on all matters relating to
the compensation of Participants, their employment, retirement, death, termination
of employment, and such other pertinent facts as the Plan Administrator may
require.


 


8.4 Indemnification of Plan Administrator


 


The
Employer agrees to indemnify and to defend to the fullest extent permitted by
law any officer(s) or employee(s) who serve as Plan Administrator
(including any such individual who formerly served as Plan Administrator)
against all liabilities, damages, costs and expenses (including attorneys’ fees
and amounts paid in settlement of any claims approved by the Employer)
occasioned by any act or omission to act in connection with the Plan, if such
act or omission is in good faith.


 


ARTICLE
9 -AMENDMENT AND TERMINATION


 


9.1 Amendments


 


The
Employer shall have the right to amend the Plan from time to time, subject to Section 9.3,
by an instrument in writing which has been executed on the Employer’s behalf by
its duly authorized officer.


 


9.2 Termination of Plan


 


This
Plan is strictly a voluntary undertaking on the part of the Employer and shall not
be deemed to constitute a contract between the Employer and any Eligible Employee
(or any other employee) or a consideration for, or an inducement or condition
of employment for, the performance of the services by any Eligible Employee (or
other employee). The Employer reserves the right to terminate the Plan at any
time, subject to Section 9.3, by an instrument in writing which has been
executed on the Employer’s behalf by its duly authorized officer. Upon termination,
the Employer may (a) elect to continue to maintain the Trust to pay benefits


 


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hereunder
as they become due as if the Plan had not terminated or (b) so long as
permissible under Code Section 409A to avoid the imposition of additional
or accelerated taxation, direct the Trustee to pay promptly to Participants (or
their beneficiaries) the vested balance of their Accounts.


 


9.3 Existing Rights


 


No
amendment or termination of the Plan shall adversely affect the rights of any Participant
with respect to amounts that have been credited to his or her Account prior to
the date of such amendment or termination.


 


ARTICLE
10 – MISCELLANEOUS


 


10.1 No Funding


 


The
Plan constitutes a mere promise by the Employer to make payments in accordance
with the terms of the Plan and Participants and beneficiaries shall have the
status of general unsecured creditors of the Employer. Nothing in the Plan will
be construed to give any employee or any other person rights to any specific
assets of the Employer or of any other person. In all events, it is the intent
of the Employer that the Plan be treated as unfunded for tax purposes and for
purposes of Title I of ERISA.


 


10.2
Non-assignability


 


None
of the benefits, payments, proceeds or claims of any Participant or beneficiary
shall be subject to any claim of any creditor of any Participant or beneficiary
and, in particular, the same shall not be subject to attachment or garnishment
or other legal process by any creditor of such Participant or beneficiary, nor
shall any Participant or beneficiary have any right to alienate, anticipate,
commute, pledge, encumber or assign any of the benefits or payments or proceeds
which he or she may expect to receive, contingently or otherwise. under the
Plan.


 


10.3 Limitation  of
Participants’ Rights


 


Nothing
contained in the Plan shall confer upon any person a right to be employed or to
continue in the employ of the Employer, or interfere in any way with the right
of the Employer to terminate the employment of a Participant in the Plan at any
time, with or without cause.


 


10.4 Participants Bound


 


Any
action with respect to the Plan taken by the Plan Administrator or the Employer
or the Trustee or any action authorized by or taken at the direction of the
Plan Administrator, the Employer or the Trustee shall be conclusive upon all Participants
and beneficiaries entitled to benefits under the Plan.


 


10.5 Receipt and Release


 


Any
payment to any Participant or beneficiary in accordance with the provisions of
the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Employer, the Plan Administrator and the Trustee under the Plan,
and the Plan Administrator may require such Participant or beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect. If any Participant or beneficiary is determined by the Plan
Administrator


 


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to
be incompetent by reason of physical or mental disability (including minority)
to give a valid receipt and release, the Plan Administrator may cause the
payment or payments becoming due to such person to be made to another person
for his or her benefit without responsibility on the part of the Plan
Administrator, the Employer or the Trustee to follow the application of such
funds.


 


10.6 Governing Law


 


The
Plan shall be construed, administered, and governed in all respects under and
by the laws of the state of New York, without effect to conflicts of laws provisions
thereof that would direct the application of the law of any other state. If any
provision shall be held by a court of competent jurisdiction to be invalid or unenforceable,
the remaining provisions hereof shall continue to be fully effective.


 


10.7 Headings and Subheadings


 


Headings
and subheadings in this Plan are inserted for convenience only and are not to
be considered in the construction of the provisions hereof.


 


10.8 Offset to Benefits


 


Amounts
payable to the Participant under the Plan may be offset by any reasonable
monetary claims the Employer has against the Participant.


 


Travelport Americas, LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


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