Exhibit 10.43
 EXECUTION COPY
 CONTRACT OF EMPLOYMENT
 
 EMPLOYER
    
    TRAVELPORT INTERNATIONAL LTD.of Axis One, Axis Park, 10
Hurricane Way, Langley, Berkshire SL3 8AG United Kingdom.
Registered company number 1254977 England (the Company).EMPLOYEE
    
    Philip EmeryDATE
    
    17 March 2010
 1.
    
    Commencement of employmentYour employment with the Group began on 11 September 2006 which is the date of commencement
of your period of continuous employment. Pursuant to the terms of a service agreement
entered into as of the date hereof, you are also employed by Travelport plc as Chief
Financial Officer of Travelport plc. The terms of this contract shall be conditional on,
and shall take effect as of the date of, completion of the proposed initial public offering
(the IPO) of the Companys ordinary shares on the London Stock
Exchange (LSE). In the event the IPO
on the LSE is not completed by 31
December 2010, this contract shall be null and void and of no effect.2.
    
    Job titleYou are employed as Chief Financial Officer, Travelport GDS at Senior Executive Leadership
level. The content of your job may be varied from time to time.3.
    
    Duties
 3.1
    
    You will carry out such duties and comply with such instructions consistent
with your position and status as the Company reasonably determines from time to time.3.2
    
    You will report to Gordon Wilson, the President and CEO of Travelport GDS (or
his successor); provided, however, that the Company may change this reporting
relationship so that you have substantially equivalent accountability and
responsibility.
 4.
    
    Place of work
 4.1
    
    Your normal place of work will be the Companys offices at Langley.4.2
    
    You may be required to undertake business trips or temporary work placements
within the UK and abroad in the course of the performance of your duties.




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4.3
    
    You may be required to work on a permanent basis at any other (current or
future) premises of the Company or any Group Company within a radius of 50 miles of
Langley. If as a result of such relocation you are required to move home your
relocation expenses will be refunded to the extent provided for in the Companys
relocation policy in accordance with the terms of that policy which may be revised from
time to time.
 5.
    
    Remuneration
 5.1
    
    Your basic salary is £92,500 per annum effective upon the IPO. This basic
salary is payable monthly in arrears in accordance with the Companys normal payroll
practices by electronic transfer direct to your bank.5.2
    
    Your salary will be reviewed annually. Salary review does not automatically
entitle you to a salary increase.5.3
    
    You are required to inform the Companys payroll department without delay if an
over or under payment of salary, expenses or any other benefit is mistakenly made to
you.5.4
    
    You are eligible to earn 75% of your base annual salary under this agreement at
target with the potential to earn up to 200% of your target bonus (i.e.150% of your
base annual salary) at the discretion of the Board. Your bonus will be based on the
enterprise performance targets as set by the Board. These may vary from year to year.
Bonus payment is at the discretion of the Company and subject to the approval of the
Board.
 6.
    
    ExpensesIf you incur travelling expenses (other than travel to and from work), accommodation or
other expenses in the course of carrying out your duties, you will be reimbursed for these
by the Company on production of appropriate vouchers or receipts in accordance with the
Companys current policy on expenses, a copy of which appears on the Company Intranet.7.
    
    PerquisitesDuring your employment you will be provided with perquisites for UK executives at your
level, including without limitation those set forth in clause 11 of this agreement, subject
to the prevailing rules, policy or plan, which may be revised from time to time.
In addition, you will continue to be permitted to use a car service
for commuting purposes to and from work as necessary, and this will
be a taxable benefit to you. Your eligibility to participate in these schemes and to receive benefits under them
shall cease upon termination of your employment for whatever reason. The Company reserves
the right to vary, replace or discontinue all or any of these perquisites from time to time.8.
    
    Hours of Work
 8.1
    
    The Company operates normal core hours of business of 09:00am to 5:15pm. Your
normal hours of work will be both within and outside of these normal core
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hours of business and will be set according to the business needs of the Company and
your availability due to the separate business needs of Travelport plc. The Company
reserves the right to vary your normal hours of work at its discretion to meet
business needs and/or improve operational efficiency but without increasing the
normal number of hours worked.
 8.2
    
    You will be required to work such additional hours as may be necessary for the
proper performance of your duties, for which you will receive no additional payment.8.3
    
    You agree that the maximum weekly working time limits in regulation 4 (1) of
the Working Time Regulations 1998 do not apply to you, and that you shall give the
Company three months notice in writing if you wish regulation 4 (1) to apply to you.8.4
    
    You agree to co-operate fully in assisting the Company to maintain such records
of your working hours as may be required from time to time.
 9.
    
    Holidays and holiday pay
 9.1
    
    The holiday year runs from 1 January to 31 December.9.2
    
    In addition to the usual public holidays, your total entitlement to paid
holiday under both this contract and the service agreement by and between you and
Travelport plc dated 17 March 2010 shall be 25 working days in each holiday year of
employment, increasing to 27 days after five continuous years service and 29 days
after ten continuous years service. Holidays shall be paid at your basic rate of pay.9.3
    
    If the 5th and 10th anniversaries of your commencement
date fall during the first six months of a holiday year then your two day increase of
holiday entitlement will be available to you following the anniversary date. If these
anniversaries fall during the second six months of a holiday year then your holiday
entitlement following the anniversary date will increase by only one day for that year.9.4
    
    Where you are employed for a part of a holiday year only  either on
commencement or termination of your employment  you will be entitled to paid holiday
pro rata to the number of complete calendar months worked by you in the relevant
holiday year.9.5
    
    The dates of any period of holiday must be approved by your manager. Although
the Company will agree to your proposed holiday dates wherever possible, it reserves
the right to withhold approval where necessary for administrative or business reasons.
Consent will not normally be given to your taking more than ten consecutive working
days holiday.
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9.6
    
    In exceptional circumstances and with the prior written consent of your
Manager, up to five days unused holiday entitlement may be carried forward to the next
year. Any such days must be taken by 31 March in the next holiday year.9.7
    
    On the termination of your employment, where you have taken more or less than
your accrued holiday entitlement as calculated above, an adjustment based on your
normal rate of pay will be made to your final pay by way of a deduction or an
additional payment as appropriate.
 10.
    
    Sickness and sick pay
 10.1
    
    If you are absent from work due to sickness or injury or for any other reason
you must let the Company know by 10.00 am on your first day of absence that you will be
unable to attend. If it is not possible for you or someone on your behalf to contact
the Company by this time then you must ensure that contact is made as soon as is
reasonably practical thereafter. If you are absent over a period of time, you must
keep the Company advised regularly of your progress and of your likely return date.
Your manager will be your first point of contact for these purposes.10.2
    
    If you are absent due to sickness or injury for half a day or more, immediately
you return to work you must complete a sickness self-certification form and submit it
to your manager for his/her signature and authorisation. Template self-certification
forms are available on the Companys Intranet.10.3
    
    If you are absent for more than seven consecutive days (including Saturdays and
Sundays) due to sickness or injury you must obtain a doctors certificate in respect of
your absence to date and any anticipated future absence and give it or send it
immediately to your manager. Thereafter any further absence must continue to be
supported by doctors certificates. If you wish to return to work following a period
of sickness absence and your doctors certificate is for an open ended period or for a
period which has not expired then the Company will only allow you to return to work if
you submit a further doctors certificate confirming that you are once more fit for
work.10.4
    
    Failure to comply with the above procedures may result in the loss of Company
sick pay (referred to below) and may also disqualify you from receiving Statutory Sick
Pay (SSP).10.5
    
    The Companys sick pay year runs from 1 April to 31 March. Provided you have
complied with the requirements detailed above, the Company will continue to pay you at
your normal rate of pay under this contract during any unavoidable absence through
sickness or injury in any given sick pay year (whether the absence is continuous or
intermittent) for a period of 26 weeks.Any payment made to you under this provision will include any entitlement which you
may have to receive SSP from the Company. Company sick pay will be reduced by the
amount of any Social Security benefits recoverable by you (whether or not recovered)
in respect of your illness or injury. Any payments
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made in addition to your entitlement to Company sick pay as detailed above will be
made entirely at the Companys discretion.
 10.6
    
    Where the relevant anniversary of your commencement of employment falls part
way through a sick pay year your entitlement to Company sick pay for the sick pay year
in question will increase immediately upon that anniversary date, but any sick pay
already paid to you during that sick pay year will be offset against your new
entitlement.10.7
    
    If you are absent during one sick pay year (year 1) and your absence
continues into the next sick pay year (year 2) or if your absence in year 2 commences
within four weeks of your absence in year 1 then the absence which falls in year 2 will
be regarded as if it had fallen within year 1 and your entitlement to Company sick pay
will be calculated by reference to your unexhausted sick pay entitlement (if any) for
year 1. In this case you will only qualify to claim Company sick pay in respect of
your entitlement for year 2 once you have returned to work for a continuous period of
at least four working weeks before incurring any further sickness absence. Until you
have qualified to receive Company sick pay in year 2 as described above any further
absence from work due to sickness or injury will also be regarded as having occurred in
year one.10.8
    
    You may be eligible to receive SSP payments before you become entitled to
Company sick pay or once your entitlement to Company sick pay in any given sick pay
year has been exhausted in which case you will receive payment at the SSP rate during
your absence until your SSP entitlement has been exhausted. Your qualifying days for
SSP purposes are Monday to Friday (inclusive).10.9
    
    If you are absent from work due to an accident which occurred or a condition
which was sustained as a result of the act or omission of a third party any sick pay
paid to you by the Company in respect of your absence will be paid as a loan which you
must repay to the Company if you are successful in recovering damages in respect of
your absence from work.10.10
    
    The Company will be entitled, at its expense, to require you to be examined by
an independent medical practitioner of the Companys choice at any time (whether or not
you are absent by reason of sickness or injury) and you agree that the doctor carrying
out the examination may disclose to and discuss with the Company the results of the
examination.10.11
    
    For the avoidance of doubt the Company will be entitled to terminate your
employment in accordance with the terms of this Contract (whether with or without
notice as appropriate in the circumstances) during any period of sickness absence.
 11.
    
    Pension and other benefits
 11.1
    
    The Company operates a defined contribution pension plan. The Company will
make pension contributions based on your basic annual salary under this
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agreement in equal monthly instalments in arrears into the defined contribution
pension plan subject to the rules of the scheme and the tax reliefs and exemptions
available from HM Revenue & Customs. The value of such contributions is based upon
the value of the contributions made by you. If you contribute a minimum of 3% of
your basic annual salary, the Company will contribute 6%. If you contribute a
minimum of 10% of basic annual salary, the Company will contribute 15%. If you
choose to join this pension plan then the your basic salary with the Company will
be reduced by the amount that you elect to be invested into the pension plan, in
accordance with the membership category selected.
 11.2
    
    During your employment you will be entitled to participate at the Companys
expense in the Companys schemes relating to the following:
 (a)
    
    private medical expenses insurance, including family cover
for nominated dependents;(b)
    
    permanent health insurance;(c)
    
    life assurance of four times your base salary under this
agreement;(d)
    
    Well Being programme;
 subject to the rules of these schemes which may be revised from time to time. Your
eligibility to participate in these schemes and to receive benefits under them shall
cease upon termination of your employment for whatever reason.11.3
    
    Participation in the permanent health insurance (PHI) scheme is strictly
subject to the rules of the scheme which may change from time to time. You will be
entitled to receive benefits under the PHI scheme only in the circumstances and for so
long as the Company continues to receive benefits from the insurer who operates the
scheme. Your entitlement to receive benefits will therefore cease if your employment
is terminated or if you are able to work to your normal capacity again, if you die, or
if you reach normal retirement age or if the insurer considers that you no longer
satisfy the schemes other eligibility requirements.11.4
    
    During your employment, you shall be entitled to participate in the equity
award programs established for the benefit of the Companys employees, subject to the
rules of the applicable program as in effect from time to time. The amount of any
equity award grant made to you pursuant to such programs shall be in the sole
discretion of the Company.11.5
    
    During your employment, you shall be eligible for a car allowance of £1,275
gross per month.11.6
    
    During your employment, you will be provided with the services of the Company
appointed tax advisors to a maximum value of £3,500 per annum.
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11.7
    
    During your employment, you are entitled to an annual travel
allowance of £5,000 gross per annum in accordance with the prevailing Company policy.11.8
    
    The Company reserves the right to vary, replace or discontinue all or any of
these schemes from time to time.
 12.
    
    Confidentiality
 12.1
    
    You shall not either during the continuance of your employment or at any time
thereafter:
 (a)
    
    disclose or communicate to any person or permit or enable any
person to acquire any Confidential Business Information other than for any
legitimate purposes of a Group Company; or(b)
    
    use or attempt to use any of the Confidential Business
Information in any manner which may injure or cause loss either directly or
indirectly to any Group Company or its Clients or may be likely to do so or for
any purpose other than in the discharge of your duties hereunder; or(c)
    
    sell or seek to sell to anyone Confidential Business
Information other than for any legitimate purposes of a Group Company; or(d)
    
    obtain or seek to obtain any financial advantage direct or
indirect from the disclosure of Confidential Business Information other than
for a Group Company.During the continuance of your employment and at all times thereafter you
shall use your best endeavours to prevent the unauthorised publication or
disclosure of the Confidential Business Information or any part thereof.
 12.2
    
    This Clause shall not apply to:
 (a)
    
    information or knowledge which comes into the public domain(b)
    
    other than in consequence of your default;(c)
    
    any information which you have acquired other than through the
performance of your duties for a Group Company; or any information which is
required to be disclosed by you by order of a court of competent jurisdiction
or an appropriate regulatory authority or otherwise required by law.
 12.3
    
    Nothing in this Agreement shall preclude you from making a protected disclosure
for the purposes of the Public Interest Disclosure Act 1998.
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13.
    
    Activities during your employment
 13.1
    
    During your employment you may only be engaged, concerned or interested
(whether directly or indirectly) in any other trade, business or occupation with the
prior written consent of the Company, as set forth in the Travelport Code of Business
Conduct & Ethics (the Code). Subject to the provisions of the Code, the Company will
not unreasonably withhold such consent but consent will not be given where the outside
activity in question gives rise to any conflict of interest with regard to the
Companys business or if it is likely to detract from the proper performance of your
duties under this contract.13.2
    
    During your employment you must not, except with the Companys written consent
and subject to the provisions of the Code, introduce to any other competing business
orders for goods or services with which the Company is able to deal.13.3
    
    During your employment you must not, except with the Companys express written
consent or instructions, represent yourself as the Companys authorised agent save as
is required in the normal course of your duties. You must not communicate with any
member of the press or media or publish any letter, article or document on behalf of or
referring to the Company without the express prior permission of the Corporate
Communications Department.
 14.
    
    Intellectual Property
 14.1
    
    All copyright, design rights, database rights, trademarks, and any other
intellectual property rights (other than patents) in any software, databases,
specifications, manuals, prototypes, records, documents, (including all material stored
in computer readable form), drawings, designs, business ideas or methods and any other
material or work (the Materials) of any description that is capable of protection
under the intellectual property laws (other than patent law) or laws of confidence of
any country which is made, developed, created, devised or designed (whether alone or
with any other person) by you in the course of your employment will be the property of
and will belong to the Company unless otherwise agreed in writing by the Company.14.2
    
    You agree that you will use the Materials only for the purpose of the Companys
business and that you will return the Materials and all copies and extracts from the
Materials, to the Company on demand at any time and without demand on the termination
of your employment, howsoever arising.14.3
    
    You shall promptly disclose full details of all inventions, discoveries,
processes or formulae or any other matter which is capable of patent protection under
the intellectual property laws of any country which is made, created, developed, or
devised by you in the course of your employment (Inventions) in writing to a Director
of the Company, and shall if requested by the Company deliver to the
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Company all copies and material representations of such Inventions in your
possession, custody or control.
 14.4
    
    To the extent that under the mandatory laws of any country an Invention or any
patent or other rights therein belongs to you, you shall on request by the Company
negotiate with the Company in good faith for the assignment or license of the Invention
and such rights to the Company.14.5
    
    All other Inventions and all other rights therein shall belong to the Company,
and, to the extent not already legally owned by the Company, shall be held on trust for
the Company, and at the Companys request and cost you shall execute any documents and
do all things necessary to substantiate the Companys ownership thereof and to obtain
registration or protection thereof in any country.14.6
    
    You irrevocably appoint the Company to be your attorney in your name, and on
your behalf:
 14.6.1
    
    to execute any instrument, to do any thing, and generally to use your name
for the purpose of giving the Company (or its nominee) the full benefit of the
provisions of clauses 14.1 to 14.5 above; and14.6.2
    
    to give to any third party a certificate in writing (signed by a director or
secretary of the Company) confirming that any instrument or act falls within
the authority conferred by this clause; such a certificate will be deemed to be
conclusive evidence that this is the case.
 14.7
    
    Save as provided above, you shall keep all Inventions and all details thereof
confidential to yourself and any lawyer or patent agent instructed by you. You shall
not without the Companys consent apply for protection or registration in any country
of any Invention belonging to the Company and shall promptly inform the Company if you
apply for protection or registration of an Invention belonging to you in any country.
 15.
    
    Disciplinary and grievance procedureThe Company has disciplinary and grievance procedures which appear on the Company intranet.
The disciplinary and grievance procedures are not incorporated by reference in this contract
of employment and therefore do not form part of your contract of employment.16.
    
    Termination of employment
 16.1
    
    Subject as follows the Company can terminate your employment at any time by
giving you 12 months written notice.16.2
    
    You may terminate your employment at any time by giving the Company at least 12
months written notice.
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16.3
 16.3.1
    
    After notice of termination has been given by either you or the Company,
provided that the Company continues to provide you with your normal salary and
contractual benefits under this contract until your employment terminates, the
Company may at its absolute discretion at any time during your notice period:
 (a)
    
    exclude you from the premises of the Company
and/or any Group Company;(b)
    
    require you to carry out specified duties other
than your normal duties or to carry out no duties;(c)
    
    require you to return any property belonging to
the Company which is in your possession;(d)
    
    require that you resign immediately from any
offices you hold in any Group Company;(e)
    
    announce to employees, suppliers and customers
that you have been given notice of termination or have resigned (as the
case may be); and(f)
    
    instruct you not to communicate orally or in
writing with suppliers, customers, employees, agents or representatives
of the Company or any Group Company until your employment has
terminated.
 16.3.2
    
    Any outstanding holiday entitlement accrued before or during a period of
exclusion pursuant to clause 16.3.1 should be used during the exclusion period
with the prior agreement of the Company.
 16.4
    
    The Company has the right to terminate your employment without notice if you
breach the material terms and conditions of your employment and/or in the case of gross
misconduct. Gross misconduct includes (but is not limited to) dishonesty, fraud,
insider dealing, breach of company confidentiality, pilferage, being under the
influence of alcohol or other substances at work, flagrant disobedience of reasonable
orders from superiors, causing actual or threatening physical harm, harassment and
causing damage to Company property.16.5
    
    The Company may also terminate your employment (with or without notice
depending upon the severity of the case) if it discovers that you provided the Company
with false information or deliberately misled the Company when applying for employment.16.6
    
    The Company reserves the right, at its discretion, to terminate this Contract
immediately without giving the period of notice referred to in clause 16.1 or 16.2
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(as appropriate) by paying to you your basic salary (less deductions of tax and
national insurance) in lieu of all or part of your notice period as the case may be.16.7
    
    Should you be involuntarily terminated for any reason other than cause (as
determined by the Company) or you resign in circumstances where you are entitled to
resign in response to a fundamental breach of contract by the Company (by way of
non-exhaustive example only, it is agreed that a fundamental breach of either this
contract or that certain service agreement entered dated 17 March 2010 by and between
you and Travelport plc shall for these purposes only be treated as constituting a
fundamental breach of contract by the Company under this agreement, which shall include
any reduction to your overall base salary and bonus that is not remedied by the Company
within 30 days after written notice by you), and provided that you execute a compromise
agreement that will be provided to you by the Company in its standard form and that
will include a release of all claims against any Group Company or any of their
directors, officers, agents or employees, a non-competition provision for 12 months
following your termination of employment, and a non-solicitation provision for 12
months following your termination from employment, you shall be entitled to receive the
following benefits, which, except as expressly provided herein in clause 16.6, shall
be in lieu of any severance or separation benefits under any and all other severance
plans, policies and agreements that may entitle you to severance or separation benefits
and which shall be less deductions of tax and national insurance:
 16.7.1
    
    A lump sum payment that is equivalent to 12 months of your base annual salary
payable under this agreement at the time of termination;16.7.2
    
    A lump sum payment equal to your then current annual target bonus payable to
you with respect to your service under this agreement for the year in which
your employment terminates, pro-rated based upon the number of days you were
employed with the Company during the year of termination and for which you have
not otherwise received or been eligible for a bonus, and in lieu of any other
bonus for the period in which you are terminated; and16.7.3
    
    vesting of the awards granted pursuant to any equity plan of the Company
(including without limitation under the Travelport plc IPO Incentive Scheme or
Performance Share Plan (or any successor plan(s) established by the Company or
any of its affiliates)), in each case as, and to the extent, described in the
documentation related to such awards; provided that in each case such vesting
shall not be less favourable to you than (1) in the case of an award which
vests, in whole or in part, on the basis of performance, the portion of such
award which would have vested assuming (i) that your employment continued for
18 months following the termination of your employment, (ii) that the award
vests ratably on a monthly basis over the performance period, and (iii)
performance at target, and (2) in the case of an award which vests solely on
the basis of
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continued employment, the portion of the award that would have vested
assuming (i) that your employment continued for 18 months following the
termination of your employment, and (ii) that the award vests ratably on a
monthly basis over the vesting period; provided, however, that, for purposes
of this subparagraph 16.7.3, target shall be the amount of equity that
would have vested had the Company achieved its budgeted target level of
performance (measured at the time performance targets are put in place) and
that in any event it shall not be less than 66.7% of the award; further
provided, however, that nothing in this subparagraph 16.7.3 shall restrict
the ability of the Board to grant more favourable vesting terms to you.
 16.8
    
    Upon termination of the Employment howsoever arising you will:
 16.8.1
    
    resign from all offices, trusteeships or positions held by you in the Company
(or any other Group Company) and transfer all nominee shares held by you in the
Company (or any other Group Company) without compensation for loss of office or
otherwise and, should you fail to do so, your manager is irrevocably authorised
to appoint some person in your name and on your behalf to do, execute and
perform any acts, deeds, documents or things necessary to effect such
resignation or transfer;16.8.2
    
    deliver (or, if you are dead, of unsound mind or bankrupt, then your personal
representatives or such other persons as may be appointed to administer your
estate and affairs will deliver) up to the Company or its authorised
representative all property including (without limitation) all documents,
records, keys, correspondence, discs, tapes, telephones, credit cards or other
items in your possession or under his control which relate in any way to the
business or affairs or customers of the Company (or any other Group Company) or
are the property of the Company (or any other Group Company) and all extracts
or copies of them regardless of the medium on which such extracts or copies are
stored or held; and16.8.3
    
    not at any time after the termination wrongfully represent yourself as being
a director of or employed by or connected with the Company (or any other Group
Company) nor make or publish any untrue or misleading statement or comment
about the Company (or any other Group Company) or their respective officers and
employees.
 16.9
    
    You acknowledge and agree that, notwithstanding that the personal contact is
between you and representatives of Clients, Suppliers, Agents and Distributors
(collectively referred hereafter as Business Partners), the relationship with them is
one which exists with the Company and is valuable to the Company and that, so far as
concerns those Business Partners whose business is handled by you, it is capable of
being damaged inter alia upon the cessation for any reason of the contract of
employment between the Company and you. For the purposes of permitting the Company to
ensure so far as possible that any such damage is
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minimised, and so as to preserve the Companys relationship with its Business
Partners after the termination of the contract of employment, and to ensure the
continued proper servicing of the requirements of such Business Partners, you hereby
undertake generally to co-operate with the Company and comply with the instructions
of the Board in securing the handover of the affairs of any such Client, Agent,
Supplier or Distributor to any other employee(s) designated by the Company in a
manner which will or is designed to ensure that the Companys relationship with such
Client is preserved and that the Client continues to receive a proper service from
the Company; and acknowledges that any breach of the above undertakings may cause
loss or damage to the Company for which it may reasonably seek compensation or
injunctive relief from you.16.10
    
    With a view to ensuring that your departure can be arranged with the minimum
of inconvenience or disruption to the business of the Company and its relationship with
its Clients and its other employees, you undertake to mutually agree with your manager
the timing and manner of any communication about your departure, and to refrain from
informing any of your colleagues (excluding your manager and the Board of Travelport
plc or its successor) about the proposed cessation of your employment hereunder, other
than within the agreed communication plan.16.11
    
    You acknowledge the right of the Company to monitor and control the
performance of its employees and ensure the proper servicing of the requirements of its
Clients, and acknowledge the fiduciary obligations attaching to your position.
 17.
    
    Company Property
  18.
    
    Restrictive Covenants
 18.1
    
    You acknowledge that in the course of your employment you are likely to obtain
knowledge of Group Companies trade secrets and other confidential information and will
have dealings with Clients, Suppliers, Agents and Distributors (collectively referred
hereafter as Business Partners) and that the relationships with such Business Partners
are proprietary rights belonging to the relevant Group Company and that it is fair and
reasonable for the Company to seek to protect the interests of the Group by the
provisions of this clause 18.
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18.2
    
    You shall not, either on your own account (whether directly or indirectly) as a
representative, employee, partner, director, financier, shareholder or agent of any
other person, firm, company or organisation:
 (a)
    
    at any time during the Restricted Period hold any Material
Interest in a business which is either wholly or partially in competition with
any of the Businesses;(b)
    
    at any time during the Restricted Period, seek in any capacity
whatsoever any business, orders or custom for any Restricted Products or
Restricted Services from any Client with whom you have dealt at any time during
the period of twelve months prior to the Termination Date;(c)
    
    at any time during the Restricted Period, accept in any
capacity whatsoever orders for any Restricted Products or Restricted Services
from any Client with whom you have dealt at any time during the period of
twelve months prior to the Termination Date;(d)
    
    at any time before or after the Termination Date, induce or
seek to induce by any means involving the disclosure or use of Confidential
Business Information any Business Partner to cease dealing with a Group Company
or to restrict or vary the terms upon which it deals with the relevant Group
Company;(e)
    
    at any time during the Restricted Period be employed or engaged
by any person who at any time during the period of twelve months prior to the
Termination Date shall have been a Business Partner for the purpose of carrying
out the same kind of work as you have performed for that Business Partner
during the period of twelve months prior to the Termination Date;(f)
    
    at any time during the Restricted Period approach, solicit or
seek in any capacity whatsoever any business, orders or custom for any
Restricted Products or Restricted Services from any Supplier, Agent or
Distributor with whom you have dealt at any time during the period of twelve
months prior to the Termination Date;(g)
    
    at any time during the Restricted Period deal with or accept in
any capacity whatsoever orders for any Restricted Products or Restricted
Services from any Supplier, Agent or Distributor with whom you have dealt at
any time during the period of twelve months prior to the Termination Date;(h)
    
    at any time during the Restricted Period endeavour to entice
away from the relevant Group Company or knowingly employ or engage the services
of or procure or assist any third party so to employ or engage the services of
any person who shall have been an Employee;
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(i)
    
    at any time during the Restricted Period endeavour to entice
away from the relevant Group Company or knowingly employ or engage the services
of or procure or assist any third party so to employ or engage the services of
any person who shall have been providing consultancy services to the relevant
Group Company at any time in the period of twelve months immediately prior to
the Termination Date and who:
 (i)
    
    by reason of his engagement as a
consultant by such Group Company is likely to be able to assist
a business in or intending to be in competition with such Group
Company so to compete; or(ii)
    
    by reason of his engagement as a
consultant by such Group Company is likely to be in possession
of any Confidential Business Information; or
 (j)
    
    at any time after the Termination Date represent yourself or
permit yourself to be held out by any person, firm or company as being in any
way connected with or interested in any Group Company.
 18.3
    
    Whilst the restrictions referred to in this clause are regarded by the parties
hereto as fair and reasonable restrictions to be imposed on you, it is hereby declared
that the wording of this clause is severable and so much of the same as a court of
competent jurisdiction may regard as unreasonable shall (so far as the same is
possible) be deleted.18.4
    
    If after your employment ends you propose to enter into any contract of
employment, appointment or engagement you must before so doing bring all the terms of
this contract (particularly clauses 12, 14, 17 and 18) to the attention of any proposed
new employer or organisation appointing you.
 19.
    
    Normal retirement age
  20.
    
    Deductions
  21.
    
    Rules policies, procedures
 21.1
    
    You must comply at all times with the Companys rules policies and procedures
relating to equal opportunities, harassment, health and safety, e-mail and internet
use, insider trading and all other rules and procedures introduced by the Company
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from time to time. Copies of all rules, policies and procedures appear in the
Employee Handbook.21.2
    
    In addition to those rules policies and procedures detailed in clause 21.1
above, you must comply at all times with the Code and any Code Supplements, as amended
from time to time. You will be given a copy of the Code annually, and will also be made
aware of any material updates.21.3
    
    For the avoidance of doubt the rules, policies and procedures detailed in
clause 21.1 and the Code detailed in clause 21.2 above are not incorporated by
reference into this contract, are non-contractual and may be changed, replaced or
withdrawn at any time at the discretion of the Company.21.4
    
    Any breach of the Company rules, policies or procedures or the Code may result
in disciplinary action being taken against you, and in turn may, dependent upon the
circumstances and the seriousness of the matter concerned, result in the termination of
your employment.
 22.
    
    Data Protection
 22.1
    
    You agree that personal data (including sensitive data) relating to you which
has been or is in the future obtained by the Company may be held and processed by the
Company (and where necessary its agents or appointed third parties) either by computer
or manually for any purpose relating to the administration, management and operation of
your employment, or in relation to the Companys legal obligations or business needs.22.2
    
    The Group has offices in various countries throughout the world and it may be
necessary for one or more of the Groups overseas offices to have access to information
held about you by the Company in the UK. However it is only intended by the Company
that information about you will be used by the Groups overseas offices for the purpose
of enabling the Group to deal with personal issues connected with your employment,
including advising relevant statutory authorities in order to obtain a work permit or
visa or assisting in your secondment to an overseas office or for pay roll purposes.
You agree that the Company may where appropriate transfer personal data (including
sensitive data) relating to you to the Groups overseas offices.22.3
    
    You agree and give authorisation that your company electronic mail and
computing resources will be accessible to the company without any further prior consent
during your employment and where appropriate after leaving the company. All user ID and
passwords combinations may be reset for access in appropriate business circumstances.
 23.
    
    Entire agreement
 This contract contains the entire and only agreement between us and supersedes all
previous agreements between you and the Company, including without
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limitation the Contract of Employment dated 1st October 2009 between you and
Travelport International Ltd. (the Prior Agreement); provided, however, nothing in
this contract amends or supersedes (w) the Management Equity Award Agreements
between you and TDS Investor (Cayman) L.P., (x) the amendments to the May 1, 2009
Management Equity Awards Agreement between you and TDS Investor (Cayman) L.P. as set
forth in Sections 16.8 (including Subsections 16.8.1 through 16.8.5, inclusive) and
Section 16.9 of the Contract of Employment dated 1st October 2009 between you and
Travelport International Ltd., (y) that certain executive director letter of
appointment by and between Travelport plc and you dated 17 March 2010 for services
as an executive director and (z) that certain service agreement by and between
Travelport plc and you dated 17 March 2010, each of which remain in full force and
effect. For the avoidance of doubt, the Prior Agreement remains in full force and
effect until this Agreement takes effect upon the completion of the IPO. In
addition, it is the intention of the parties hereto that this agreement, the
contract of employment between you and Travelport plc dated 17 March 2010 and that
certain executive director letter of appointment by and between you and Travelport
plc dated 17 March 2010 will provide economic benefits (including without limitation
base salary, bonus and severance) to you that are, collectively, no worse than
provided to you in the Prior Agreement, and that this agreement shall be
interpreted accordingly.
 24.
    
    Changes to your Contract
 24.1
    
    The Company reserves the right to make reasonable changes to any of your terms
and conditions of employment.24.2
    
    If the Company changes any of the terms and conditions of your employment it
will notify you in writing at least one month in advance of the changes taking effect.
 25.
    
    Meaning of words used
  26.
    
    Definitions
   (a)
    
    who shall at the Termination Date be negotiating with a Group Company to be
involved in the supply of Restricted Products or Restricted Services; or
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(b)
    
    who has at any time during the period of twelve months prior to the Termination
Date been involved in the supply of Restricted Products or Restricted Services to a
Group Company.
   (a)
    
    with which you shall have been concerned or involved to any material extent at
any time during the period of twelve months prior to the Termination Date and which the
relevant Group Company shall carry on with a view to profit; or:(b)
    
    which the relevant Group Company shall at the Termination Date have determined
to carry on with a view to profit in the immediate or foreseeable future and in
relation to which you shall at the Termination Date possess any Confidential Business
information;
  (a)
    
    who shall at the Termination Date be negotiating with a Group Company for the
supply of any Restricted Products or the provision of any Restricted Services; or(b)
    
    to whom a Group Company shall at any time during the period of twelve months
prior to the Termination Date have supplied any Restricted Products or provided any
Restricted Services;
  (a)
    
    which you have acquired at any time during your employment by the Company but
which does not form part of your own stock in trade; and(b)
    
    which is not readily ascertainable to persons not connected with the Company
either at all or without a significant expenditure of labour, skill or money;
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(a)
    
    who has pursuant to a contract provided sales and marketing services to a Group
Company in any territory of the world during the period of twelve months prior to the
Termination Date; or(b)
    
    who shall at the Termination Date be negotiating with a Group Company to
provide sales and marketing services to a Group Company in any territory of the world;
  (a)
    
    any person who is or was, at any time during the period of twelve months ending
on the Termination Date employed or engaged by a Group Company in a senior management,
senior sales, senior technical or legal position and who, by reason of such a position,
possesses any Confidential Business Information or is likely to be able to solicit the
custom of any Client or to induce any Client to cease dealing with the relevant Group
Company, were he or she to accept the employment or engagement offered and with whom
you shall have dealt at any time during the period of 12 months prior to the
Termination Date; or(b)
    
    any person who is or was, at any time during the period of twelve months ending
on the Termination Date employed or engaged by a Group Company and who at any time in
the six months preceding the Termination Date reported to you directly or indirectly,
and with whom you worked on anything other than an occasional basis during that six
month period;
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(a)
    
    the holding of any position as director, officer, employee, consultant,
partner, principal or agent;(b)
    
    the direct or indirect control or ownership (whether jointly or alone) of any
shares (or any voting rights attached to them) or debentures save for the ownership for
investment purposes only of not more than 3 per cent of the issued ordinary share of
any company whose shares are listed on any Recognised Investment Exchange (as defined
in section 207 of the Financial Services Act 1986); or(c)
    
    the direct or indirect provision of any financial assistance;
      (a)
    
    who shall at the Termination Date be negotiating with a Group Company to supply
goods and/or services; or(b)
    
    from whom a Group Company shall at any time during the period of twelve months
prior to the Termination Date have obtained any goods and/ or services;
   27.
    
    Notices
 27.1
    
    Each party to this agreement may give any notice or other communication under
or in connection with this agreement by letter or facsimile transmission addressed to
the other party. The address for service for you shall be the address provided to
 -20-




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the Company by you and the address for service for the Company shall be as set forth
in 27.2.4.27.2
    
    Any notice or other communication will be deemed to be served:
 27.2.1
    
    if personally delivered, at the time of delivery and, in proving service, it
shall be sufficient to produce a receipt for the notice signed by or on behalf
of the addressee;27.2.2
    
    if by letter, at noon on the Business Day after such letter was posted and,
in proving service, it shall be sufficient to prove that the letter was
properly stamped first class addressed and delivered to the postal authorities;
and27.2.3
    
    if by facsimile transmission, at the time and on the day of transmission,
and, in proving service, it shall be sufficient to produce a transmission
report from the senders facsimile machine indicating that the facsimile was
sent in its entirety to the recipients facsimile number.27.2.4
    
    Details for service of any notice or other communication on the Company are
as follows:
 Eric Bock, General Counsel
c/o Travelport International Ltd.
405 Lexington Avenue
57th Floor
New York, NY 10174
Fax: (212) 915-9169
 28.
    
    Change in Control.
 28.1
    
    In the event that a Change in Control (as hereinafter defined) occurs during
your employment, you shall be entitled to vesting of any unvested equity-based awards
then held by you with respect to the Company or its affiliates as, and to the extent,
described in the definitive documentation related to such awards, provided that such
vesting shall be no less favorable than (i) with respect to any unvested awards granted
pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan or any unvested awards
granted pursuant to the Travelport plc IPO Incentive Scheme, you shall be entitled to
full and immediate vesting of all such awards (including, for the avoidance of doubt,
any unvested equity that is eligible for catch up vesting) and (ii) with respect to
any unvested awards granted subsequent to the IPO (including pursuant to the Travelport
plc Performance Share Plan), you shall be entitled to (A) in the case of an unvested
award that vests, in whole or in part, on the basis of performance, vesting at target
and (B) in the case of an unvested award that vests solely based upon the passage of
time and continued employment, full and immediate vesting of all such awards; provided,
however, that, for purposes of this paragraph 28.1, target shall be the amount of
equity that would have vested had the Company achieved its budgeted target level of
performance
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(measured at the time performance targets are put in place) and that in any event it
shall not be less than 66.7% of the award; further provided, however, that nothing
in this paragraph 28.1 shall restrict the ability of the Board to grant more
favorable vesting or terms to you.28.2
    
    A Change in Control shall be deemed to have occurred if the event or events
set forth in any of the following paragraphs shall have occurred:
 28.2.1
    
    any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of Travelport plc (not including in the securities beneficially
owned by such Person any securities acquired directly from Travelport plc or
its affiliates) representing 50% or more of the combined voting power of
Travelport plcs then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause
(I) of paragraph 28.2.2 below; or28.2.2
    
    there is consummated a merger or consolidation or scheme of arrangement of
Travelport plc or any direct or indirect subsidiary of Travelport plc with any
other corporation or other entity, other than (I) a merger, consolidation or
scheme of arrangement which results in the voting securities of Travelport plc
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 50% of the
combined voting power of the securities of Travelport plc or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (II) a merger, consolidation or scheme of arrangement
effected to implement a recapitalization of Travelport plc (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Travelport plc (not including in the securities
Beneficially Owned by such Person any securities acquired directly from
Travelport plc or its affiliates) representing 25% or more of the combined
voting power of Travelport plcs then outstanding securities; or28.2.3
    
    the shareholders of Travelport plc approve a plan of complete liquidation or
dissolution of Travelport plc or there is consummated an agreement for the sale
or disposition by Travelport plc of all or substantially all of Travelport
plcs assets; or28.2.4
    
    any Person (or group of Persons acting in concert) obtains control (within
the meaning of section 840 of the UK Income Tax and Corporation Taxes Act 1988
as if it applied to a group of Persons acting in concert as well as a Person)
of Travelport plc.
 28.3
    
    For purposes of this clause 28, the following terms shall have the meanings
indicated below:
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28.3.1
    
    Beneficial Owner shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.28.3.2
    
    Exchange Act shall mean the Securities Exchange Act of 1934, as amended
from time to time.28.3.3
    
    Person shall have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (I) Travelport plc or any of its subsidiaries, (II) a trustee
or other fiduciary holding securities under an employee benefit plan of
Travelport plc or any of its affiliates, (III) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (IV) a
corporation owned, directly or indirectly, by the shareholders of Travelport
plc in substantially the same proportions as their ownership of shares in
Travelport plc.
 29.
    
    Tax Equalization
  30.
    
    Multiple Contracts of Employment
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-24-




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Signed on behalf of the Company by:
    
    
    
    DateNAME:TITLE:
 Solely for purposes of paragraphs 16.7.3 and 28.1 hereof:Signed on behalf of Travelport Holdings (Jersey) Limited (to be
re-registered as a public limited company and renamed Travelport plc)
(Travelport plc) by:
    
    DateNAME:TITLE:
 EXECUTEDand DELIVEREDas a DEEDby Philip Emery in the presence of:Witness:Signature:Name:Work Address:Date:
 By executing this deed you acknowledge that you have read this contract of employment. Further, you
understand, agree to and will abide by all the terms and conditions of employment as set out above.
 -25-