Exhibit 10.44
 EXECUTION COPY
 
    Letter of Appointment
 Company
 IPO Shares LSE
 1.
    
    Appointment1.1
    
    Subject to the remaining provisions of this letter, your appointment shall be for an
initial term of three years, commencing on 25 January 2010, unless terminated earlier by
either party with one months prior written notice. It is expected that you will serve as an
executive director of the Company for so long as you are separately employed as Chief
Financial Officer of the Company and Travelport GDS. You agree that upon your termination of
employment with the Company for any reason, you shall resign as an executive director of the
Company as of the effective date of such termination of employment.1.2
    
    Your appointment is subject to the Articles of Association of the Company, as amended
from time to time (Articles of Association). Nothing in this letter shall be taken to exclude
or vary the terms of the Articles of Association as they apply to you as a director of the
Company. The Articles of Association also require one third of the directors to retire by
rotation and seek re-election at each annual general meeting (AGM), with each director being
subject to re-election at intervals of not more than
three years. Continuation of your appointment is contingent on your continued satisfactory
performance and re-election by the shareholders as required by the Articles of Association.
If the shareholders do not confirm your appointment or




---



##### 



re-elect you as a director in accordance with the Articles of Association your appointment as an executive director under
the provisions of this letter shall terminate automatically and with immediate effect.1.3
    
    Notwithstanding paragraphs 1.1 and 1.2, the Company may terminate your appointment as
an executive director under the provisions of this letter with immediate effect if:
 (a)
    
    you have committed any serious or repeated breach or non-observance of
your obligations to the Company (which include an obligation not to breach your
fiduciary duties); or(b)
    
    you have been guilty of any fraud or dishonesty or acted in any manner
which, in the opinion of the Company, brings or is likely to bring you or the
Company into disrepute or is materially adverse to the interests of the Company; or(c)
    
    you have been declared bankrupt or have made an arrangement with or for
the benefit of your creditors, or if you have a county court administration order
made against you under the County Court Act 1984 (or equivalent legislation); or(d)
    
    you have been disqualified from acting as a director.
 1.4
    
    On termination of the appointment, you shall only be entitled to accrued fees as at
the date of termination together with reimbursement of any expenses properly incurred prior to
that date. The Company may also determine, in lieu of the relevant notice period, to pay you
a pro rata fee for the period from the last Payment Date (as defined below) up to the end of
the notice period.1.5
    
    In the event of a termination of your appointment as an executive director under the
provisions of this letter, you agree to resign forthwith from the Board of the Company.2.
    
    Time commitment
  3.
    
    Role and duties3.1
    
    As an executive director you shall have the same general legal responsibilities to
the Company as any other director and shall be required to take decisions in the best
 2




---



##### 



interests of the Company. The Board as a whole is collectively responsible for the success of
the Company. The Boards role is to:
 (a)
    
    provide entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risk to be assessed and managed;(b)
    
    set the Companys strategic aims, ensure that the necessary financial and
human resources are in place for the Company to meet its objectives, and review
management performance; and(c)
    
    set the Companys values and standards and ensure that its obligations to
its shareholders and others are understood and met.
 3.2
    
    All directors must act in the way they consider, in good faith, would be most likely
to promote the success of the Company for the benefit of its members as a whole. In doing so,
as a director, you must have regard (among other matters) to:
 (a)
    
    the likely consequences of any decision in the long term;(b)
    
    the interests of the Companys employees;(c)
    
    the need to foster the Companys business relationships with suppliers,
customers and others;(d)
    
    the impact of the Companys operations on the community and the
environment;(e)
    
    the desirability of the Company maintaining a reputation for high
standards of business conduct; and(f)
    
    the need to act fairly as between the members of the Company.
 3.3
    
    In your role as an executive director, you shall also be required to:
 (a)
    
    at all times comply with the Articles of Association and Memorandum of
Association of the Company;(b)
    
    comply with your fiduciary duties as a director of the Company;(c)
    
    diligently perform your duties and use your best endeavours to promote,
protect, develop and extend the business of the Company;(d)
    
    immediately report your own wrongdoing or the wrongdoing or proposed
wrongdoing of any other employee or director of the Company of which you become
aware to the Chairman and to the Companys general counsel and chief compliance
officer from time to time;(e)
    
    comply with the terms of the Companys Security Trading Policy (which is
at least as rigorous as the Financial Services Authoritys Model Code for
dealings by directors and certain senior executives of listed companies (the
Model Code)) and any other code of practice issued by the Company from time to
time relating to dealing in the Companys securities (copies of which
 3




---



##### 



are available from the Companys general counsel and chief compliance officer from
time to time);(f)
    
    comply with the terms of the Financial Services Authoritys Disclosure and
Transparency Rules with regard to disclosure of your transactions and those of your
connected persons in Shares; and(g)
    
    comply with the terms of the Travelport Code of Business Conduct and
Ethics (a copy of which is available from the Companys general counsel and chief
compliance officer from time to time).
 3.4
    
    You shall be entitled to request all relevant information about the Companys affairs
as is reasonably necessary in order to enable you to discharge your duties.4.
    
    FeesWith effect from the date of completion of the IPO, you shall be paid an annual amount (the
Annual Fee) in cash of £100,000.4.1
    
    Method of Payment of Annual FeeThe Annual Fee shall be payable in regular instalments in accordance with the Companys
usual payment practices (each such payment occurring on a Payment Date).The Annual Fee will be paid in arrears, net of any required tax, social security and levy
withholdings.Notwithstanding the foregoing, it is the intent of the parties hereto that the Company
shall equalize your local income tax, any other applicable tax and national insurance
contribution obligation as if your compensation and other benefits provided under this
letter were earned in your home country and subject only to local income tax, any other
applicable tax and national insurance in your home country. As such, the parties hereto
expressly acknowledge and agree that (i) the Company or its affiliates shall pay all of
your non-UK income tax obligations and social security obligations (including, without
limitation, health levy, income levy and any other income tax applicable, and employee
social security contributions to the extent that you are not exempt from such contribution
obligations in the non-UK location) associated with your compensation provided under this
letter, in such amounts and at such times as required by applicable non-UK income tax, and
social security law and any other applicable law (whether directly to the non-UK taxing
authority, or through reimbursement to you on finalization of the non-UK total
liabilities), plus provide such additional amounts as are required to gross up your
compensation provided under this letter for any non-UK income taxes (including, without
limitation, health
levy, income levy and any other income tax applicable, and social security contributions to
the extent that you are not exempt from such contribution obligations in the non-UK
location) or other local income taxes, any other applicable taxes and
 4




---



##### 



employee national insurance contributions of your home country associated with the payments and
reimbursements required by this paragraph 4.1, notwithstanding any change in applicable or
national insurance contribution tax law after the date hereof.4.2
    
    ExpensesIn addition, the Company shall reimburse you for all reasonable and properly documented
expenses that you incur in performing the duties of your office.5.
    
    Confidentiality5.1
    
    You shall not either during the continuance of the appointment 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.
 5.2
    
    During the continuance of your appointment and at all times thereafter you shall use your
reasonable endeavours to prevent the unauthorised publication or disclosure of the
Confidential Business Information or any part thereof.5.3
    
    This Clause shall not apply to:
 (a)
    
    information or knowledge which comes into the public domain other than in
consequence of your default;(b)
    
    any information which you have acquired other than through the performance of
your duties under this agreement or otherwise for a Group Company;(c)
    
    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.
 5.4
    
    Nothing in this agreement shall preclude you from making a protected disclosure for the
purposes of the Public Interest Disclosure Act 1998.
 5




---



##### 



5.5
    
    Your attention is also drawn to the requirements under both legislation and regulation as to
the disclosure of inside information. Consequently you should avoid making any statements that
might risk a breach of these requirements without prior clearance from the Chairman or Company
secretary.5.6
    
    For the purposes of this clause Confidential Business Information, Group Company and
Clients are as defined in your service agreement
with the Company dated 17 March 2010.6.
    
    Review processThe performance of individual directors and the whole Board and its committees is evaluated
annually. If, in the interim, there are any matters which cause you concern about your role
you should discuss them with the Chairman as soon as you can.7.
    
    InsuranceThe Company has directors and officers liability insurance and it intends to
maintain such cover for the full term of your appointment. The current indemnity limit is
$75,000,000. However, it is anticipated that this will be increased to £100,000,000 on
completion of the IPO. Additionally, the Company is proposing to obtain Public Offering of
Securities Insurance cover with a limit of £100,000,000 to cover the IPO prospectus and
other matters related to the IPO. Copies of the policy documents are available from the
Companys general counsel and chief compliance officer from time to time.8.
    
    Data protection8.1
    
    By signing this letter you consent to the Company holding and processing information
about you for legal, personnel, administrative and management purposes and in particular to
the processing of any sensitive personal data(as defined in the Data Protection Act 1998)
including, as appropriate:
 (a)
    
    information about your physical or mental health or condition in order to
monitor sick leave and take decisions as to your fitness for work; or(b)
    
    your racial or ethnic origin or religious or similar beliefs in order to
monitor compliance with equal opportunities legislation; or(c)
    
    information relating to any criminal proceedings in which you have been
involved for insurance purposes and in order to comply with legal requirements and
obligations to third parties.
 8.2
    
    You consent to the Company making such information available to any of its group
companies, those who provide products or services to the Company (such as advisers
and payroll administrators), regulatory authorities, potential or future employers,
 6




---



##### 



governmental or quasi-governmental organisations and potential purchasers of the Company or
the business in which you work.8.3
    
    You also consent to the transfer of such information to the Companys business
contacts outside the European Economic Area in order to further its business interests.9.
    
    Third party rightsThe Contracts (Rights of Third Parties) Act 1999 shall not apply to this letter. No person
other than you and the Company shall have any rights under this letter and the terms of
this letter shall not be enforceable by any person other than you and the Company.10.
    
    Governing LawThis letter shall be governed by and construed in accordance with the laws of England and
Wales.
  7




---



##### 



Yours sincerely,By:(printed name)Its:
   Philip EmeryDated:
 8