EX-10.63



 Exhibit 10.63 

TRAVELPORT WORLDWIDE LIMITED 
  

 
 2014 EMPLOYEE
STOCK PURCHASE PLAN 
  
  

ARTICLE I 
 PURPOSE

 This Travelport Worldwide Limited Employee Stock Purchase Plan (the “Plan”) is intended to provide employees
of the Company and its Participating Affiliates with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify as an “employee stock purchase
plan” under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent. 

ARTICLE II 
 DEFINITIONS

 For purposes of the Plan, the following terms shall have the following meanings: 

2.1 “Affiliate” means each of the following: (a) any Subsidiary; or (b) any Parent. 

2.2 “Board” means the Board of Directors of the Company. 

2.3 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be
a reference to any successor provision and any treasury regulation promulgated thereunder. 
 2.4 “Committee” means
any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the
Plan. 
 2.5 “Common Stock” means the common stock, $0.0025 par value per share, of the Company. 

2.6 “Company” means Travelport Worldwide Limited, a Delaware corporation, and its successors by operation of law. 

2.7 “Compensation” means base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the Company
or a Participating Affiliate as compensation for services to the Company or Participating Affiliate, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation
plan, including overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and
relocation expenses, and income received in connection with stock options or other equity-based awards. 







 2.8 “Corporate Transaction” means a merger, consolidation, acquisition of
property or stock, separation, reorganization or other corporate event described in Section 424 of the Code. 
 2.9
“Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan. 

2.10 “Effective Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining
shareholder approval in accordance with Section 18.11 hereof. 
 2.11 “Employee” means any person who renders
services to the Company or a Participating Affiliate as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on
military leave, sick leave or other leave of absence approved by the Company or a Participating Affiliate that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such
other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first
day immediately following such three (3)-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2). 

2.12 “Eligible Employee” means an Employee of the Company or a Participating Affiliate, provided that the Committee may
exclude from participation in the Plan or any Offering Employees who (i) have been employed by the Company or a Participating Affiliate for two (2) years or less; (ii) are customarily employed by the Company or a Participating
Affiliate for (A) twenty (20) hours or less per week and/or (B) five (5) months or less per calendar year; and/or (iii) are “highly compensated employees” (or a subset thereof) of the Company or a Participating
Subsidiary (within the meaning of Section 414(q) of the Code). 
 2.13 “Enrollment Form” means an agreement
pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period. 

2.14 “ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the
end of an Offering Period are held on behalf of a Participant. 
 2.15 “Exchange Act” means the Securities Exchange
Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.16 “Fair Market
Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common
Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which 

  
 2 








 
it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it
considers appropriate taking into account the requirements of Section 423 of the Code, and such determination shall be conclusive and binding on all persons. 

2.17 “Offering Date” means the first Trading Day of each Offering Period as designated by the Committee. 

2.18 “Offering or Offering Period” means a period selected by the Committee before the beginning of an Offering not to
exceed twenty-seven months. 
 2.19 “Parent” means any parent corporation of the Company as such term is defined in
Treasury Regulation Section 1.421-1(f)(1). 
 2.20 “Participant” means an Eligible Employee who is actively
participating in the Plan. 
 2.21 “Participating Affiliates” means the Affiliates that have been designated as
eligible to participate in the Plan, and such other Affiliates that may be designated by the Committee from time to time in its sole discretion. 

2.22 “Plan” means this Travelport Worldwide Limited Employee Stock Purchase Plan, as amended from time to time. 

2.23 “Purchase Date” means the last Trading Day of each Offering Period. 

2.24 “Purchase Price” means an amount designated by the Committee before the applicable Offering Period, provided that
such Purchase Price shall not be less than the lesser of (i) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or (ii) eighty-five percent (85%) of the Fair Market Value of a share
of Common Stock on the Purchase Date; provided, further, that the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock. 

2.25 “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated
thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.26 “Subsidiary”
means any subsidiary corporation of the Company as such term is defined in Treasury Regulation Section 1.421-1(f)(2). 
 2.27
“Trading Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a
business day, as determined by the Committee in good faith. 

  
 3 








 ARTICLE III 

ADMINISTRATION 
 The Plan
shall be administered by the Committee which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the
administration of the Plan including, without limitation, adopting sub-plans applicable to particular Participating Affiliates or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The Committee may
correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company. 

ARTICLE IV 
 ELIGIBILITY

 Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is
an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.
Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be
attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company or any Parent or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Affiliates to accrue at a rate
that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time. 

ARTICLE V 
 OFFERING
PERIODS 
 The Plan shall be implemented by a series of Offering Periods, each of which shall be of such length determined by the
Committee from time to time but in any event not to exceed 27 months. The Committee shall have the authority to change the duration, frequency, start and end dates of Offering Periods. 

ARTICLE VI 

PARTICIPATION 
 6.1
Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures
established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 10%
of his or her Compensation on each pay day 

  
 4 








 
occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the
first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to
hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan. 

6.2 Election Changes. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods
by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen (15) days before the start of the next Offering Period. 

6.3 Automatic Re-enrollment. Each Participant will specify in the Enrollment Form whether (i) to re-enroll in subsequent
Offering Periods on a rolling basis, whereby the deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll
deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance with Article X, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan; or (ii) such election will apply only
with respect to the relevant Offering Period such that the Participant must make an affirmative election to participate in the Plan and must complete a new Enrollment Form for each Offering Period, as elections will not carryover from one Offering
Period to the next. 
 ARTICLE VII 

GRANT OF OPTION 
 On each
Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the
applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 5,000 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Article XVII and the limitations set forth in
Article XIII of the Plan). 
 ARTICLE VIII 

EXERCISE OF OPTION/PURCHASE OF SHARES 

A Participant’s option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period.
The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account. No fractional shares may be purchased but notional
fractional shares of Common Stock will be allocated to the Participant’s ESPP Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to earlier withdrawal by the Participant in
accordance with Article X or termination of employment in accordance with Article XI. 

  
 5 








 ARTICLE IX 

TRANSFER OF SHARES 
 As
soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be
deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants
will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Article IX. 

ARTICLE X 
 WITHDRAWAL

 10.1 Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised
Enrollment Form indicating his or her election to withdraw at least fifteen (15) days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to
purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be automatically terminated. If
a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan. 

10.2 Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have any
effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws. 

ARTICLE XI 
 TERMINATION
OF EMPLOYMENT; CHANGE IN EMPLOYMENT STATUS 
 Upon termination of a Participant’s employment for any reason, including death,
disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in either case occurs at least thirty (30) days before the Purchase Date, the Participant
will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the
Participant’s death, to the person(s) entitled to such amounts under Article XVI, and the Participant’s option shall be automatically terminated. If the Participant’s termination of employment or change in status occurs within thirty
(30) days before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date. 

  
 6 








 ARTICLE XII 

INTEREST 
 No interest
shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan. 
 ARTICLE XIII 

SHARES RESERVED FOR PLAN 

13.1 Number of Shares. A total of 2,400,000 million shares of Common Stock have been reserved as authorized for the grant
of options under the Plan, including any sub-plans adopted pursuant to this Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market. 

13.2 Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the
Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other
Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which
options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable
and as the Committee determines to be equitable. 
 ARTICLE XIV 

TRANSFERABILITY 
 No
payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution, or as provided in Article XVI hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect. 

ARTICLE XV 
 APPLICATION
OF FUNDS 
 All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose
to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions. 

ARTICLE XVI 
 DESIGNATION
OF BENEFICIARY 
 A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any
shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under the Plan in 

  
 7 








 
the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to
the Participant’s notional account in the event of the Participant’s death prior to the Purchase Date of an Offering Period. 

ARTICLE XVII 

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; DISSOLUTION OR 

LIQUIDATION; CORPORATE TRANSACTIONS 

17.1 Adjustments. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Common Stock,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the
Company’s structure affecting the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems
equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits
of Article VII and Article XIII. 
 17.2 Dissolution or Liquidation. Unless otherwise determined by the Committee, in the
event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation. The
new Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. 
 17.3 Corporate
Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor
corporation refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by setting a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the
date of the Corporate Transaction. 
 ARTICLE XVIII 

GENERAL PROVISIONS 

18.1 Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with
Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges. 

18.2 No Right to Employment. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to
continue as an Employee or in any other capacity. Neither the Plan nor any compensation paid hereunder shall give any Participant or other employee any right with respect to continuance of employment by the Company or any Affiliate, nor shall there
be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed to terminate such employment at any time and for any reason. 

  
 8 








 18.3 Rights As Shareholder. A Participant will become a shareholder with respect to
the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant will have no rights as a shareholder with respect to shares of
Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a shareholder as provided above. 

18.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns. 

18.5 Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans
with respect to the subject matter hereof. 
 18.6 Compliance With Law. The obligations of the Company with respect to
payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the
shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.

 18.7 Notice of Disqualifying Dispositions. Each Participant shall give the Company prompt written notice of any disposition
or other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under the Plan, if such disposition or transfer is made within two years after the Offering Date or within one year after the Purchase Date. 

18.8 Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to
Section 18.9, shall have a term of ten years. 
 18.9 Amendment or Termination. The Committee may, in its sole
discretion, amend, suspend or terminate the Plan at any time and for any reason, provided that without approval of the shareholders, no amendment may modify the type of stock available for purchase hereunder, modify the Company’s role as the
granting corporation or increase the aggregate number of shares reserved under the Plan other than as provided in Section 17.1. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either
immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any
adjustment in accordance with Article XVII). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as
otherwise required by law) as soon as administratively practicable. 
 18.10 Applicable Law. The Plan and actions taken in
connection herewith shall be governed and construed in accordance with the laws of the State of Georgia (regardless of the law that might otherwise govern under applicable Georgia principles of conflict of laws). 

  
 9 








 18.11 Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board. 
 18.12
Section 423. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to
comply with Section 423 of the Code. 
 18.13 Withholding. To the extent required by applicable federal, state or local
law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan. 

18.14 Severability. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included. 

18.15 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be
considered part of the Plan, and shall not be employed in the construction of the Plan. 

  
 10