Exhibit 10.40
 EXECUTION COPY
 EMPLOYMENT AGREEMENT  (Kenneth Esterow, President and Chief Executive Officer, Gullivers Travel Associates)
 Agreement Company Executive Travelport plc
 Prior Agreement
 IPO
  Term of Employment IPO Date IPO Initial Period End Date Employment Term Extension Date
 Position
 GTA Board




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Base Salary Base Salary
 Annual Bonus
 Employee Benefits; Relocation Employee Benefits
 Business Expenses
 Termination provided
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By the Company For Cause or By Executive Other Than as a Result of a Constructive
Termination.
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Accrued Rights
  Disability or Death
 Disability
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By the Company Without Cause or Resignation by Executive as a result of Constructive
Termination.
  Constructive Termination
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th
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th
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Expiration of Employment Term
   Notice of Termination
 Board/Committee Resignation
 Change in Control
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(i)
    
    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 (ii) below; or(ii)
    
    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; or(iii)
    
    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 the Travelport plcs assets; or(iv)
    
    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.
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Non-Competition
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Confidentiality; Intellectual Property
 Confidentiality
     12




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Intellectual Property
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Specific Performance
 Miscellaneous
 Governing Law
 Entire Agreement/Amendments
 No Waiver
 Severability
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Assignment
 Set Off; No Mitigation
 Compliance with IRC Section 409A
 Successors; Binding Agreement
 Notice
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th
  Executive Representation
 Prior Agreements Prior
Agreements
 Cooperation
 Withholding Taxes; Tax Equalization
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Counterparts
 Arbitration
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TRAVELPORT LIMITEDBy:Title:Solely with respect to Sections 7(b), 7(c)
and 8 hereof:
TRAVELPORT HOLDINGS (JERSEY) LIMITED (to be
re-registered as a public limited company and
renamed Travelport plc)By:Title:EXECUTIVEKenneth Esterow
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Exhibit A  Form of General Release




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AGREEMENT AND GENERAL RELEASE
      within




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a.
    
    any and all matters arising out of EXECUTIVEs employment by
the Company or any of the Released Parties and the termination of that
employment, and that includes but is not limited to any claims for salary,
allegedly unpaid wages, bonuses, commissions, retention pay, severance pay,
vacation pay, or any alleged violation of the National Labor Relations Act, any
claims for discrimination of any kind under the Age Discrimination in




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Employment Act of 1967 as amended by the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title
42 of the United States Code, any claims under the Employee Retirement Income
Security Act of 1974 (except for benefits that are or become vested on or prior
to the Last Day of Employment, which are not affected by this Agreement,
including without limitation any benefits under the 401(k) Plan and the Deferred
Compensation Plan, as each of such terms is defined in the attached Personal
Statement of Termination Benefits, which the Company acknowledges are fully
vested and which shall be paid in accordance with their respective terms and
EXECUTIVEs applicable payment elections), the Americans With Disabilities Act
of 1990, the Fair Labor Standards Act (to the extent such claims can be
released), the Occupational Safety and Health Act, the Consolidated Omnibus
Budget Reconciliation Act of 1985, the Federal Family and Medical Leave Act (to
the extent such claims can be released); andb.
    
    [APPLICABLE NON-US / STATE(S) PROVISIONS]c.
    
    any other federal, state or local civil or human rights law, or
any other alleged violation of any local, state or federal law, regulation or
ordinance, and/or public policy, implied or expressed contract, fraud,
negligence, estoppel, defamation, infliction of emotional distress or other
tort or common-law claim having any bearing whatsoever on the terms and
conditions and/or termination of his employment with the Company including, but
not limited to, any statutes or claims providing for the award of costs, fees,
or other expenses, including reasonable attorneys fees, incurred in these
matters.
  
    
    Nothing in the release of claims in this paragraph shall impact EXECUTIVEs equity
granted or purchased pursuant to any Travelport plc equity plans (including any successor
plan(s) to the TDS Investor (Cayman) L.P. 2006 Interest Plan).
    
    EXECUTIVE has a right to indemnification and advancement from and by the Company, to the
extent in existence as of the date hereof pursuant to the Companys by-laws, and such right
to indemnification and advancement shall survive the termination of his employment in
accordance with such by-laws and applicable law.
    
    The Company represents that it had Directors & Officers (D&O) insurance coverage,
including tail coverage, during EXECUTIVEs employment with the Company and its
predecessors, and while he served as an officer for Travelport Limited and its
subsidiaries, EXECUTIVE was covered under such D&O coverage for the period he served as an
officer. The Company further represents that during the term of EXECUTIVEs employment
with the Company, and with respect to tail coverage after the Last Day of Employment, the
Companys D&O existing coverage for EXECUTIVE shall be maintained, and in any event,




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in amounts no less than the amounts of such coverage maintained by Travelport and its
affiliates for similarly-situated executives and officers. The Company will use reasonable
efforts to provide thirty (30) days prior written notice to EXECUTIVE of any material
reduction in D&O coverage. EXECUTIVE shall continue to be entitled to the benefits of such
coverage with respect to his services performed through the Last Day of Employment, subject
to the applicable terms of the applicable policies.




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EXECUTIVESigned and sworn before methis ___ day of ,Notary PublicTRAVELPORT LIMITEDBy:Name:Title:Signed and sworn to before methis ___ day of ,Notary PublicTRAVELPORT OPERATIONS, INC.By:Name:Title:Signed and sworn to before methis ___ day of ,Notary Public




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PERSONAL STATEMENT OF TERMINATION BENEFITS
Date: MONTH DAY, YEAR
 EXECUTIVE NAME:
    
    NAME(you or EXECUTIVE)LAST DAY OF EMPLOYMENT:
    
    MONTH DAY, YEAR
 ACCRUED RIGHTS
  
    
    Base Salary through your Last Day of Employment;
    
    Any Annual Bonus earned, but unpaid, as of the date of termination for the immediately
preceding fiscal year, paid in accordance with Section 4 of the Employment Agreement
(except to the extent payment is otherwise deferred pursuant to any applicable deferred
compensation arrangement with the Company);
    
    Reimbursement of unreimbursed business expenses pursuant to Travelport policy; and
    
    Employee Benefits pursuant to employee benefit plans of the Company through the Last Day
of Employment.
 PRO RATA PORTION OF [YEAR/PORTION OF YEAR] BONUS




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SEVERANCE PAY (Severance Pay)
  th th
 SEVERANCE BENEFITS (Severance Benefits)




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POST-EMPLOYMENT RESTRICTIVE COVENANTS (as set forth in Employment Agreement and Management Equity
Award Agreements):
 Non-competition:
    
    Two (2) years from Last Day of EmploymentNon-solicitation of clients and employees:
    
    Two (2) years from Last Day of EmploymentConfidential Information:
    
    No time limitIntellectual Property:
    
    No time limit
  EQUITY
  TAX ISSUES
 As set forth in Section 12(g) of the Employment Agreement, this Personal Statement of Termination
Benefits is intended to comply with the requirements of Section 409A of the Internal Revenue Code
( Section 409A ) and regulations promulgated thereunder. To the extent that any provision
in this Agreement and General Release is ambiguous as to its compliance with Section 409A, the
provision shall be read in such a manner so that all payments under this Agreement and General
Release shall not be subject to an excise tax under Section 409A. Notwithstanding anything
contained in this Agreement and General Release to the contrary, if necessary to comply with the
restriction in Section 409A(a)(2)(B) of the Code concerning payments to specified employees, any
payment on account of your separation from service that would otherwise be due hereunder within six
months after such separation shall nonetheless be delayed until no later than the first full pay
period following the first business day of the seventh month following your separation from
service. In addition, notwithstanding anything contained herein to the contrary, you shall not be
considered to have terminated employment with the Company for purposes of causing any amount due
under this Agreement and General Release to be made unless you would be considered to have incurred
a termination of employment from the Company and its affiliates within the meaning of Treasury
Regulation §1.409A-1(h)(1)(ii). All amounts provided above will be subject to applicable taxes,
deductions and withholding, and shall be subject to the tax equalization provision set forth in
Section 12(o) of the Employment Agreement.




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Travelport Group Executive Appointments
 i.e.