Exhibit 10.42
 EXECUTION COPY
 CONTRACT OF EMPLOYMENT
 
 TRAVELPORT HOLDINGS (JERSEY) LIMITED
 EMPLOYEE
    
    Philip EmeryDATE
    
    17 March 2010
 1.
    
    Commencement of employment
  2.
    
    Job title
  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 Jeff Clarke, the President and CEO of Travelport (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
(and plus the annual directors fee payable to you pursuant to the annual directors
fee set forth in Section 4 of that certain letter of appointment by and between you and
the Company dated 17 March 2010) at target with the potential to earn up to 200% of
your target bonus (i.e.150% of your base annual salary under this agreement plus such
directors fee) 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.
    
    Expenses
  7.
    
    Perquisites
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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 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 International Limited.
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 International Ltd. dated 15 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
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administrative or business reasons. Consent will not normally be given to your
taking more than ten consecutive working days holiday.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.
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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 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.
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11.
    
    Pension and other benefits
 11.1.
    
    The Company does not operate a pension plan. However, the Company will make
pension contributions based on the sum of (a) the basic annual salary for you under
this agreement and (b) the Annual Fee (as defined in the letter
of appointment dated 17 March 2010 between the Company and you) in equal monthly instalments in arrears into
the defined contribution pension plan operated by Travelport International Limited at
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 (a) and (b), the
Company will contribute 6%. If you contribute a minimum of 10% of (a) and (b), the
Company will contribute 15%. If you choose to join this pension plan then the your
basic annual 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 Travelport 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 and the Annual Fee (as defined by the letter of appointment
dated 17 March 2010 between you and the Company);(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.
    
    The Company reserves the right to vary, replace or discontinue all or any of
these schemes from time to time.
 12.
    
    Confidentiality
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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
other than in consequence of your default;(b)
    
    any information which you have acquired other than through the
performance of your duties for a Group Company; or(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.
 12.3.
    
    Nothing in this Agreement shall preclude you from making a protected
disclosure for the purposes of the Public Interest Disclosure Act 1998.
 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.
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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 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 licence 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.
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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 procedure
 The 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.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;
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(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 (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 dated 17 March 2010 by and between you and
Travelport International Ltd. 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
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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 plus the annual
directors fee payable to you pursuant to the annual directors fee set forth
in Section 4 of that certain letter of appointment by and between you and the
Company and dated 17 March 2010; and16.7.2.
    
    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.
 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.
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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 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
 On request and in any event on termination of your employment for any reason you are
required to return to the Company all company property including e.g. mobile phones,
computer hard and software including discs and all documents in whatever form (including
notes and minutes of meetings, customer lists, diaries and address books, computer
printouts, plans, projections) together with all copies which are in your possession or
under your control. The ownership of all such property and documents will at all time
remain vested in the Company.
 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
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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 18.18.2
    
    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;
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(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;(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
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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 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.
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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 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 the Company and you dated 17 March 2010 for services as an executive
director and (z) that certain service agreement by and between Travelport
International Ltd. 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 International Ltd.
dated 17 March
2010 and that certain executive director letter of appointment by and between you
and the Company 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
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(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(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.
 Associated Company means any company 20 per cent or more of the equity share capital of
which is owned directly or indirectly by the Company (applying the provisions of section 838
of the Income and Corporation Taxes Act 1988 in the determination of ownership), or any
other Group Company or any company to which the Company (or any other Group Company) renders
managerial, administrative or technical services;Businesses means all and any trades or other commercial activities of any 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;
 Client means any person, firm, company or organisation with whom you had contact or about
whom you became aware of or informed in the course of your employment:
 (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;
 Confidential Business Information means all and any Corporate Information, Marketing
Information, Technical Information and other information (whether or not recorded in
documentary form or on computer disk or tape) which is of a commercially sensitive or
confidential nature and any information in respect of which the Company owes an obligation
of confidentiality to any third party:-
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(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;
 Corporate Information means all and any information (whether or not recorded in
documentary form or on computer disk or tape) relating to the business methods, corporate
plans, management systems, finances, maturing new business opportunities or research and
development projects of any Group Company;Distributor means any person, firm, company or organisation with whom you had contact or
about whom you became aware of or informed in the course of your employment : (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;
 Employee means:
 (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;
 Group means all Group Companies from time to time;
 Group Company means the Company and any Subsidiary or Holding Company of the Company and
any Subsidiary of that Holding Company (and any Associated Company) from time to time;
 Holding Company means a holding company as defined in section 736 of the Companies Act
1985.
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Marketing Information means all and any information (whether or not recorded in
documentary form or on computer disk or tape) relating to the marketing or sales of any
past, present or future product or service of a Group Company including, without limitation,
sales targets and statistics, market research reports, sales techniques, price lists,
discount structures, advertising and promotional material, the names, addresses, telephone
numbers, contact names and identities of clients and potential clients, commercial,
technical contacts of and suppliers and potential suppliers or consultants to a Group
Company, the nature of their business operations, their requirements for any product or
service sold or purchased by a Group Company and all confidential aspects of their business
relationship with the relevant Group Company;
Material Interest means:
 (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;
 Restricted Period means the period of twelve months commencing on the Termination Date
unless the Company shall have exercised its right to place you on garden leave in
accordance with clause 16.3 above in which case such period of twelve months shall be
reduced by such period as you have spent on garden leave;Restricted Products means all and any products of a kind which shall be dealt in,
produced, marketed or sold by a Group Company in the ordinary course of the Businesses;Restricted Services means all and any services of a kind which shall be provided by a
Group Company in the ordinary course of the Businesses;Subsidiary means a subsidiary as defined in section 736 of the Companies Act 1985;Supplier means any person, firm, company or organisation with whom you had contact or
about whom you became aware of or informed in the course of your employment:
 (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;
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Technical Information means all and any trade secrets, source codes, computer
programs, inventions, designs, know-how discoveries, technical specifications and other
technical information (whether or not recorded in documentary form or on computer disk or
tape) relating to the creation, production or supply of any past, present or future product
or service of a Group Company;Termination Date means the date on which your employment hereunder terminates and
references to following the Termination Date shall be construed as from and including such
date of termination.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 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:
 
 th
 
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28.
    
    Intentionally Omitted29.
    
    Tax EqualizationThe Company may withhold from any amounts payable under this agreement such income taxes,
any other applicable tax and employee social security contributions as may be required to be
withheld pursuant to any applicable law or regulation in the UK. Notwithstanding the
foregoing, it is the intent of the parties hereto that the Company shall equalize your
income tax, any other applicable tax and national insurance contributions obligation as if
your compensation and other benefits provided under this agreement were earned in your home
country and subject only to local income tax, any other applicable tax and national
insurance contributions in the 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 and social security obligations (including, without limitation, health levy,
income levy and any other applicable tax 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 and other benefits provided under this agreement, 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 and benefits provided
under this agreement for any non-UK income taxes (including, without limitation, health
levy, income levy and any other applicable tax and employee 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 and any other applicable taxes and national insurance
contributions of your home country associated with the payments and reimbursements required
by this Section 29, notwithstanding any change in applicable tax or national insurance
contribution law after the date hereof.30.
    
    Multiple Contracts of EmploymentYou and the Company expressly acknowledge and agree that another contract of employment has
been entered into between you and Travelport International Ltd. dated
17 March 2010. The
parties intention is that your entitlement to benefits such as those set out in clause 7
(Perquisites), clause 9 (Holidays and holiday pay), clause 10 (Sickness and sick pay), and
clause 11 (Pension and other benefits, with exception of clause 11.1 which deals with pension
benefits) as set out in this contract and the corresponding terms of the contract of
employment between you and Travelport International Ltd. dated 17 March 2010 shall not be
read as being separate and / or additional entitlements. Rather, these provisions shall be
taken as relating to the same entitlements which arise under the terms of both contracts for
the purposes of clarity only. You accept that the Companys obligation in relation to such
benefits may be discharged by either the Company or Travelport International Ltd. in their
absolute discretion, and that once such liability has been discharged by the Company or
 21




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Travelport International Ltd., you shall have no claim against the other for the benefit or
entitlement concerned.
 22




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##### 



Signed on behalf of the Company by:
    
    Date
 
 EXECUTED DELIVERED DEED
  
 
 
 
 
 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.
 23