Executive, subject to the prior approval of the Board, from accepting appointment to orcontinuing to serve on any board of directors or trustees of any business corporation or anycharitable organization; provided in each case, and in the aggregate, that such activities do notconflict or interfere with the performance of Executive’s duties hereunder or conflict with Section9.          3. Base Salary. During the Employment Term, the Company shall pay Executive a basesalary at the annual rate of no less than $475,000 payable in regular installments in accordancewith the Company’s usual payment practices. Executive shall be entitled to such increases inExecutive’s base salary, if any, as may be determined from time to time in the sole discretion ofthe Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referredto as the “Base Salary.”          4. Annual Bonus. With respect to each full fiscal year during the Employment Term,Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) of no less than onehundred percent (100%) of Executive’s Base Salary (the “Target”) based upon the achievement of anannual EBITDA target established by the Board within the first three months of each fiscal yearduring the Employment Term. The Annual Bonus, if any, shall be paid to Executive within two andone-half (2.5) months after the end of the applicable fiscal year.          5. Employee Benefits. During the Employment Term, Executive shall be entitled toparticipate in the Company’s employee benefit plans (other than annual bonus and incentive plans)as in effect from time to time (collectively “Employee Benefits”), on the same basis asthose benefits are generally made available to other senior executives of the Company.          6. Business Expenses. During the Employment Term, reasonable business expensesincurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by theCompany in accordance with Company policies.          7. Termination. The Employment Term and Executive’s employment hereunder may beterminated by either party at any time and for any reason; provided that Executive will berequired to give the Company at least 30 days advance written notice of any resignation ofExecutive’s employment (provided that Executive shall give 90 days advance written notice ofExecutive’s resignation of employment as a result of a Constructive Termination pursuant to Section7(c)(ii)(F) hereof). Notwithstanding any other provision of this Agreement, the provisions of thisSection 7 shall exclusively govern Executive’s rights upon termination of employment with theCompany and its affiliates.          (a) By the Company For Cause or By Executive Other Than as a Result of a ConstructiveTermination.          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companyfor Cause (as defined below) and shall terminate automatically upon Executive’s resignation otherthan as a result of a Constructive Termination (as defined in Section 7(c)); provided thatExecutive will be required to give the Company at least 30 days advance written notice of aresignation other than as a result of a Constructive Termination.
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          (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s failuresubstantially to perform Executive’s duties to the Company (other than as a result of total orpartial incapacity due to Disability) for a period of 10 days following receipt of written noticefrom the Company by Executive of such failure; provided that it is understood that this clause (A)shall not apply if a Company terminates Executive’s employment because of dissatisfaction withactions taken by Executive in the good faith performance of Executive’s duties to the Company, (B)theft or embezzlement of property of the Company or dishonesty in the performance of Executive’sduties to the Company, other than de minimis conduct that would not typically result in sanction byan employer of an executive in similar circumstances, (C) conviction which is not subject toroutine appeals of right or a plea of “no contest” for (x) a felony under the laws of the UnitedStates or any state thereof or (y) a crime involving moral turpitude for which the potentialpenalty includes imprisonment of at least one year, (D) Executive’s willful malfeasance or willfulmisconduct in connection with Executive’s duties or any act or omission which is materiallyinjurious to the financial condition or business reputation of the Company or its affiliates, or(E) Executive’s breach of the provisions of Sections 9 or 10 of this Agreement (excluding a breachof Section 10(a) by a statement made by Executive in good faith in Executive’s employmentcapacity).          (iii) If Executive’s employment is terminated by the Company for Cause, or if Executiveresigns other than as a result of a Constructive Termination, Executive shall be entitled toreceive:     (A) the Base Salary through the date of termination;     (B) any Annual Bonus earned, but unpaid, as of the date of termination for theimmediately preceding fiscal year, paid in accordance with Section 4 (except to theextent payment is otherwise deferred pursuant to any applicable deferredcompensation arrangement with the Company);     (C) reimbursement, within 60 days following submission by Executive to theCompany of appropriate supporting documentation) for any unreimbursed businessexpenses properly incurred by Executive in accordance with Company policy prior tothe date of Executive’s termination; provided claims for such reimbursement(accompanied by appropriate supporting documentation) are submitted to the Companywithin 90 days following the date of Executive’s termination of employment; and     (D) such Employee Benefits, if any, as to which Executive may be entitled underthe employee benefit plans of the Company (the amounts described in clauses (A)through (D) hereof being referred to as the “Accrued Rights”).     Following such termination of Executive’s employment by the Company for Cause or resignationby Executive other than as a result of a Constructive Termination, except as set forth in thisSection 7(a)(iii), Executive shall have no further rights to any compensation or any otherbenefits under this Agreement.          (b) Disability or Death.
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          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’sdeath and may be terminated by the Company if Executive becomes physically or mentallyincapacitated and is therefore unable for a period of nine (9) consecutive months or for anaggregate of twelve (12) months in any eighteen (18) consecutive month period to performExecutive’s duties (such incapacity is hereinafter referred to as “Disability”). Anyquestion as to the existence of the Disability of Executive as to which Executive and the Companycannot agree shall be determined in writing by a qualified independent physician mutuallyacceptable to Executive and the Company. If Executive and the Company cannot agree as to aqualified independent physician, each shall appoint such a physician and those two physicians shallselect a third who shall make such determination in writing. The determination of Disability madein writing to the Company and Executive shall be final and conclusive for all purposes of theAgreement and any other agreement between any Company and Executive that incorporates thedefinition of “Disability”.          (ii) Upon termination of Executive’s employment hereunder for either Disability or death,Executive or Executive’s estate (as the case may be) shall be entitled to receive:     (A) the Accrued Rights;     (B) a pro rata portion of any Annual Bonus, if any, that Executive would havebeen entitled to receive pursuant to Section 4 hereof in such year based upon thepercentage of the fiscal year that shall have elapsed through the date ofExecutive’s termination of employment, payable when such Annual Bonus would haveotherwise been payable to Executive pursuant to Section 4 had Executive’s employmentnot terminated;     (C) full and immediate vesting of any awards granted pursuant to the Company’sIPO Incentive Scheme and the TDS Investor (Cayman) L.P. 2006 Interest Plan (or anysuccessor plan(s) established by the Company) that are unvested at the date oftermination of the Executive’s employment (including, for the avoidance of doubt,any unvested equity that remains unvested due to the failure to in any priorcalendar year(s) to achieve the relevant annual performance goals at target) andbased upon the award’s target value at the time of the grant of the award, andpayment in respect of such awards in accordance with the terms thereof; and     (D) vesting of the awards granted pursuant to any equity plan of the Company(other than awards granted pursuant to the Company’s IPO Incentive Scheme or the TDSInvestor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established bythe Company)) subsequent to the IPO (including pursuant to the Company’s PerformanceShare Plan), as, and to the extent, described in the documentation related to suchawards; provided that in each case such vesting shall not be less favorable to theExecutive than (1) in the case of an award which vests, in whole or in part, on thebasis of performance, the portion of such award which would have vested assuming (i)that the Executive’s employment continued for 18 months following the termination ofthe Executive’s employment, (ii) that the award vests ratably on a monthly basisover the remainder of the performance
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period (and beginning on the prior vesting date), and (iii) performance attarget, and (2) in the case of an award which vests solely on the basis of continuedemployment, the portion of the award that would have vested assuming (i) that theExecutive’s employment continued for 18 months following the termination of theExecutive’s employment, and (ii) that the award vests ratably on a monthly basisover the vesting period; provided, however, that, for purposes of Section7(b)(ii)(C) and this Section 7(b)(ii)(D), “target” shall be the amount of equitythat would have vested had the Company achieved its budgeted target level ofperformance (measured at the time performance targets are put in place) and that inany event it shall not be less than 66.7% of the award; further provided, however,that nothing in Section 7(b)(ii)(C) or this Section 7(b)(ii)(D) shall restrict theability of the Board to grant more favorable vesting terms to the Executive.     Following Executive’s termination of employment due to death or Disability, except as setforth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or anyother benefits under this Agreement.          (c) By the Company Without Cause or Resignation by Executive as a result of ConstructiveTermination.          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companywithout Cause or by Executive’s as a result of a Constructive Termination.          (ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed tohave occurred upon (A) any material reduction in Executive’s Base Salary or Annual Bonus (excludingany change in value of equity incentives or a reduction affecting substantially all similarlysituated executives), (B) failure of the Company or its affiliates to pay compensation or benefitswhen due, in each case which is not cured within 30 days following the Company’s receipt of writtennotice from Executive describing the event constituting a Constructive Termination, (C) a materialand sustained diminution to Executive’s duties and responsibilities as of the date of thisAgreement, (D) the primary business office for Executive being relocated by more than 50 miles fromNew York, New York, it being understood that relocation of the Company’s headquarters in connectionwith the IPO (should an IPO occur) shall not constitute Constructive Termination provided that theCompany does not require Executive to move his primary business office from New York, New York, (E)the Company’s election not to renew the initial Employment Term or any subsequent extension thereof(except as a result of Executive’s reaching retirement age, as determined by Company policy) or (F)the Executive’s election not to renew the Employment Term for the one-year period immediatelyfollowing the IPO Initial Period End Date by providing the Company 90 days prior written notice ofsuch election before the applicable IPO Initial Period End Date; provided that any of the eventsdescribed in clauses (A)-(D) of this Section 7(c)(ii) shall constitute a Constructive Terminationonly if the Company fails to cure such event within 30 days after receipt from Executive of writtennotice of the event which constitutes a Constructive Termination; provided, further, that a“Constructive Termination” shall cease to exist for an event on the 60th day following the later ofits
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occurrence or Executive’s knowledge thereof, unless Executive has given the Company writtennotice thereof prior to such date.          (iii) If Executive’s employment is terminated by the Company without Cause (other than byreason of death or Disability) or if Executive resigns as a result of a Constructive Termination,Executive shall be entitled to receive:     (A) the Accrued Rights;     (B) a pro rata portion of any Annual Bonus, if any, that Executive would havebeen entitled to receive pursuant to Section 4 hereof in such year based upon thepercentage of the fiscal year that shall have elapsed through the date ofExecutive’s termination of employment, payable when such Annual Bonus would haveotherwise been payable to Executive pursuant to Section 4 had Executive’s employmentnot terminated;     (C) subject to Executive’s execution, delivery, and non-revocation of aseparation agreement and general release substantially in the form attached heretoas Exhibit A (“the General Release”) within forty-five (45) days followingtermination of employment, and further subject to continued compliance with theprovisions of Sections 9 and 10, (x) payment of three (3) times the sum of both theBase Salary and Annual Bonus at Target (“Severance Pay”) and (y) theexecutive benefits provided for in the General Release for a period equal tothirty-six (36) months (or a lump sum cash equivalent of such benefits). TheSeverance Pay shall be paid as follows: (1) one third (33.3%) of the Severance Payin a lump sum as soon as practicable following the effective date of the GeneralRelease, but no later than sixty (60) days after the Last Day of Employment; (2) onethird (33.3%) of the Severance Pay in a lump sum in the pay period occurring closestto the one hundred eightieth (180th) day (“Second Severance PaymentDate”), whether occurring before or after the Second Severance Payment Date,following the termination of Executive’s employment; and (3) the final one third(33.3%) of the Severance Pay in a lump sum in the pay period occurring closest tothe three hundred sixty-fifth (365th) day (“Third Severance PaymentDate”), whether occurring before or after the Third Severance Payment Date,following the termination of Executive’s employment; provided that the aggregateamount described in this clause (C) shall be reduced by the present value of anyother cash severance benefits payable to Executive under any other severance plans,programs or arrangements of the Company or its affiliates (which, for the avoidanceof doubt, shall exclude any cash payments related to equity in the Company or itsaffiliates);     (D) full and immediate vesting of any awards granted pursuant to the Company’sIPO Incentive Scheme and the TDS Investor (Cayman) L.P. 2006 Interest Plan (or anysuccessor plan(s) established by the Company) that are unvested at the date oftermination of the Executive’s employment (including, for the avoidance of doubt,any unvested equity that remains unvested due to the failure to in any priorcalendar year(s) to achieve the relevant annual performance
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goals at target) and based upon the award’s target value at the time of thegrant of the award, and payment in respect of such awards in accordance with theterms thereof; and     (E) vesting of the awards granted pursuant to any equity plan of the Company(other than awards granted pursuant to the Company’s IPO Incentive Scheme or the TDSInvestor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established bythe Company)) subsequent to the IPO (including pursuant to the Company’s PerformanceShare Plan), as, and to the extent, described in the documentation related to suchawards; provided that in each case such vesting shall not be less favorable to theExecutive than (1) in the case of an award which vests, in whole or in part, on thebasis of performance, the portion of such award which would have vested assuming (i)that the Executive’s employment continued for 18 months following the termination ofthe Executive’s employment, (ii) that the award vests ratably on a monthly basisover the remainder of the performance period (and beginning on the prior vestingdate), and (iii) performance at target, and (2) in the case of an award which vestssolely on the basis of continued employment, the portion of the award that wouldhave vested assuming (i) that the Executive’s employment continued for 18 monthsfollowing the termination of the Executive’s employment, and (ii) that the awardvests ratably on a monthly basis over the vesting period; provided, however, that,for purposes of Section 7(c)(iii)(D) and this Section 7(c)(iii)(E), “target” shallbe the amount of equity that would have vested had the Company achieved its budgetedtarget level of performance (measured at the time performance targets are put inplace) and that in any event it shall not be less than 66.7% of the award; furtherprovided, however, that nothing in Section 7(c)(iii)(D) and this Section7(c)(iii)(E) shall restrict the ability of the Board to grant more favorable vestingterms to the Executive.     Following Executive’s termination of employment by the Company without Cause (other than byreason of Executive’s death or Disability) or by Executive’s resignation as a result of aConstructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have nofurther rights to any compensation or any other benefits under this Agreement.          (d) Expiration of Employment Term.          (i) Election Not to Extend the Employment Term. In the event either party elects not toextend the Employment Term pursuant to Section 1, unless Executive’s employment is earlierterminated pursuant to paragraphs (a), (b) or (c) of this Section 7 and except as set forth inparagraph (c)(ii) of this Section 7, Executive’s termination of employment hereunder (whether ornot Executive continues as an employee of the Company thereafter) shall be deemed to occur on theclose of business on the day immediately preceding the next scheduled Extension Date and Executiveshall be entitled to receive the Accrued Rights. Following such termination of Executive’semployment hereunder as a result of either party’s election not to extend the Employment Term,except as set forth in this Section 7(d)(i), Executive shall have no further rights to anycompensation or any other benefits under this Agreement.
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          (ii) Continued Employment Beyond the Expiration of the Employment Term. Unless the partiesotherwise agree in writing, continuation of Executive’s employment with the Company beyond theexpiration of the Employment Term shall be deemed an employment at-will and shall not be deemed toextend any of the provisions of this Agreement and Executive’s employment may thereafter beterminated at will by either Executive or the Company; provided that the provisions of Sections 9,10 and 11 of this Agreement shall survive any termination of this Agreement or Executive’stermination of employment hereunder.          (e) Notice of Termination. Any purported termination of employment by the Company orby Executive (other than due to Executive’s death) shall be communicated by written Notice ofTermination to the other party hereto in accordance with Section 12(i) hereof. For purposes ofthis Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of employment under theprovision so indicated.          (f) Board/Committee Resignation. Upon termination of Executive’s employment for anyreason, Executive agrees to resign, as of the date of such termination and to the extentapplicable, from the Board (and any committees thereof) and the Board of Directors (and anycommittees thereof) of any of the Company’s affiliates.          8.Change in Control.          (a) In the event that a Change in Control (as hereinafter defined)occurs during the Employment Term, the Executive shall become vested in any unvested equity-basedawards then held by the Executive with respect to the Company or its affiliates as, and to theextent, described in the definitive documentation related to such awards, provided that suchvesting shall be no less favorable than (i) with respect to any unvested awards granted pursuant tothe TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by theCompany) or any unvested awards granted pursuant to the Travelport IPO Incentive Scheme, theExecutive shall be entitled to full and immediate vesting of all such awards (including, for theavoidance of doubt, any unvested equity that is eligible for “catch up” vesting) and (ii) withrespect to any unvested awards granted subsequent to the IPO (including pursuant to the Company’sPerformance Share Plan), the Executive shall be entitled to (A) in the case of an unvested awardthat vests, in whole or in part, on the basis of performance, vesting at target and (B) in the caseof 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 thisSection 8(a), “target” shall be the amount of equity that would have vested had the Companyachieved its budgeted target level of performance (measured at the time performance targets are putin place) and that in any event it shall not be less than 66.7% of the award; further provided,however, that nothing in this Section 8(a) shall restrict the ability of the Board to grant morefavorable vesting or terms to the Executive. (b) A “Change in Control” shall be deemed to haveoccurred if the event or events set forth in any of the following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly orindirectly, of securities of the Company (not including in the securitiesbeneficially owned by such Person any securities acquired directly from theCompany or its affiliates) representing 50% or more of the combined votingpower
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 **** of the Company’s then outstanding securities, excluding any Person whobecomes such a Beneficial Owner in connection with a transaction described inclause (I) of paragraph (ii) below; or  (ii) there is consummated a merger or consolidation or scheme ofarrangement of the Company or any direct or indirect subsidiary of the Companywith any other corporation or other entity, other than (I) a merger,consolidation or scheme of arrangement which results in the voting securitiesof the Company outstanding immediately prior to such merger or consolidationcontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or any parent thereof) at least50% of the combined voting power of the securities of the Company or suchsurviving entity or any parent thereof outstanding immediately after suchmerger or consolidation, or (II) a merger, consolidation or scheme ofarrangement effected to implement a recapitalization of the Company (or similartransaction) in which no Person is or becomes the Beneficial Owner, directly orindirectly, of securities of the Company (not including in the securitiesBeneficially Owned by such Person any securities acquired directly from theCompany or its affiliates) representing 25% or more of the combined votingpower of the Company’s then outstanding securities; or  (iii) the shareholders of the Company approve a plan of completeliquidation or dissolution of the Company or there is consummated an agreementfor the sale or disposition by the Company of all or substantially all of theCompany’s assets; or  (iv) any Person (or group of Persons acting in concert) obtainscontrol (within the meaning of section 840 of the UK Income Tax and CorporationTaxes Act 1988 as if it applied to a group of Persons acting in concert as wellas a Person) of the Company.          (a) For purposes of this Section 8, the following terms shall have the meanings indicatedbelow:          (i) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.          (ii) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time totime.          (iii) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, asmodified and used in Sections 13(d) and 14(d) thereof, except that such term shall notinclude (I) the Company or any of its subsidiaries, (II) a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or any of its affiliates, (III) anunderwriter temporarily holding securities pursuant to an offering of such securities, or (IV) a
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corporation owned, directly or indirectly, by the shareholders of the Company in substantially thesame proportions as their ownership of shares in the Company.          9. Non-Competition.          (a) From the date hereof while employed by the Company and for a two-year period following thedate Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of thecause, manner or time of any termination, Executive shall not use his status with the Company orany of its affiliates to obtain loans, goods or services from another organization on terms thatwould not be available to him in the absence of his relationship to the Company or any of itsaffiliates.          (b) During the Restricted Period, Executive shall not make any statements or perform any actsintended to or which may have the effect of advancing the interest of any Competitors of theCompany or any of its affiliates or in any way injuring the interests of the Company or any of itsaffiliates and the Company and its affiliates shall not make or authorize any person to make anystatement that would in any way injure the personal or business reputation or interests ofExecutive; provided however, that, subject to Section 10, nothing herein shall preclude the Companyand its affiliates or Executive from giving truthful testimony under oath in response to a subpoenaor other lawful process or truthful answers in response to questions from a governmentinvestigation; provided, further, however, that nothing herein shall prohibit the Company and itsaffiliates from disclosing the fact of any termination of Executive’s employment or thecircumstances for such a termination. For purposes of this Section 9(b), the term “Competitor”means any enterprise or business that is engaged in, or has plans to engage in, at any time duringthe Restricted Period, any activity that competes with the businesses conducted during or at thetermination of Executive’s employment, or then proposed to be conducted, by the Company and itsaffiliates in a manner that is or would be material in relation to the businesses of the Company orthe prospects for the businesses of the Company (in each case, within 100 miles of any geographicalarea where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses orotherwise provides its products or services). During the Restricted Period, Executive, withoutprior express written approval by the Board, shall not (A) engage in, or directly or indirectly(whether for compensation or otherwise) manage, operate, or control, or join or participate in themanagement, operation or control of a Competitor, in any capacity (whether as an employee, officer,director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, orassist in the development, expansion or promotion of, any division of an enterprise or the businessintended to become a Competitor at any time after the end of the Restricted Period or (C) own orhold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company.Executive acknowledges that the Company’s and its affiliates businesses are conducted nationallyand internationally and agrees that the provisions in the foregoing sentence shall operatethroughout the United States and the world (subject to the definition of “Competitor”).          (c) During the Restricted Period, Executive, without express prior written approval from theBoard, shall not solicit any members or the then current clients of theCompany or any of its affiliates for any existing business of the Company or any of itsaffiliates or discuss with any employee of the Company or any of its affiliates information oroperations of any business intended to compete with the Company or any of its affiliates.
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          (d) During the Restricted Period, Executive shall not interfere with the employees or affairsof the Company or any of its affiliates or solicit or induce any person who is an employee of theCompany or any of its affiliates to terminate any relationship such person may have with theCompany or any of its affiliates, nor shall Executive during such period directly or indirectlyengage, employ or compensate, or cause or permit any person with which Executive may be affiliated,to engage, employ or compensate, any employee of the Company or any of its affiliates.          (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable orother ownership, whether through stock holding or otherwise, of an interest in a business, firm orentity; provided that ownership of less than 5% of any class of equity interest in a publicly heldcompany shall not be deemed a Proprietary Interest.          (f) The period of time during which the provisions of this Section 9 shall be in effect shallbe extended by the length of time during which Executive is in breach of the terms hereof asdetermined by any court of competent jurisdiction on the Company’s application for injunctiverelief.          (g) Executive agrees that the restrictions contained in this Section 9 are an essentialelement of the compensation Executive is granted hereunder and but for Executive’s agreement tocomply with such restrictions, the Company would not have entered into this Agreement.          (h) It is expressly understood and agreed that although Executive and the Company consider therestrictions contained in this Section 9 to be reasonable, if a final judicial determination ismade by a court of competent jurisdiction that the time or territory or any other restrictioncontained in this Agreement is an unenforceable restriction against Executive, the provisions ofthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximumtime and territory and to such maximum extent as such court may judicially determine or indicate tobe enforceable. Alternatively, if any court of competent jurisdiction finds that any restrictioncontained in this Agreement is unenforceable, and such restriction cannot be amended so as to makeit enforceable, such finding shall not affect the enforceability of any of the other restrictionscontained herein.          10. Confidentiality; Intellectual Property.          (a) Confidentiality.          (i) Executive will not at any time (whether during or after Executive’s employment with theCompany) (x) retain or use for the benefit, purposes or account of Executive or any other person;or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any personoutside the Company (other than its professional advisers who are bound by confidentialityobligations), any non-public, proprietary or confidential information —including without limitationtrade secrets, know-how, research and development, software,databases, inventions, processes, formulae, technology, designs and other intellectualproperty, information concerning finances, investments, profits, pricing, costs, products,services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting,training, advertising,
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sales, marketing, promotions, government and regulatory activities andapprovals — concerning the past, current or future business, activities and operations of theCompany, its subsidiaries or affiliates and/or any third party that has disclosed or provided anyof same to the Company on a confidential basis (“Confidential Information”) without the priorwritten authorization of the Board.          (ii) “Confidential Information” shall not include any information that is (a) generally knownto the industry or the public other than as a result of Executive’s breach of this covenant or anybreach of other confidentiality obligations by third parties; (b) made legitimately available toExecutive by a third party without breach of any confidentiality obligation; or (c) required by lawto be disclosed; provided that Executive shall give prompt written notice to the Company of suchrequirement, disclose no more information than is so required, and cooperate, at the Company’scost, with any attempts by the Company to obtain a protective order or similar treatment.          (iii) Except as required by law, Executive will not disclose to anyone, other than Executive’simmediate family and legal or financial advisors, the existence or contents of this Agreement(unless this Agreement shall be publicly available as a result of a regulatory filing made by theCompany or its affiliates); provided that Executive may disclose to any prospective future employerthe provisions of Sections 9 and 10 of this Agreement provided they agree to maintain theconfidentiality of such terms.          (iv) Upon termination of Executive’s employment with the Company for any reason, Executiveshall (x) cease and not thereafter commence use of any Confidential Information or intellectualproperty (including without limitation, any patent, invention, copyright, trade secret, trademark,trade name, logo, domain name or other source indicator) owned or used by the Company, itssubsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at theCompany’s option, all originals and copies in any form or medium (including memoranda, books,papers, plans, computer files, letters and other data) in Executive’s possession or control(including any of the foregoing stored or located in Executive’s office, home, laptop or othercomputer, whether or not Company property) that contain Confidential Information or otherwiserelate to the business of the Company, its affiliates and subsidiaries, except that Executive mayretain only those portions of any personal notes, notebooks and diaries that do not contain anyConfidential Information; and (z) notify and fully cooperate with the Company regarding thedelivery or destruction of any other Confidential Information of which Executive is or becomesaware.          (b) Intellectual Property.          (i) If Executive has created, invented, designed, developed, contributed to or improved anyworks of authorship, inventions, intellectual property, materials, documents or other work product(including without limitation, research, reports, software, databases, systems, applications,presentations, textual works, content, or audiovisual materials) (“Works”), either alone or withthird parties, prior to Executive’s employment by the Company, that are relevant toor implicated by such employment (“Prior Works”), Executive hereby grants the Company aperpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under allrights and intellectual property rights (including rights under patent, industrial property,
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copyright, trademark, trade secret, unfair competition and related laws) therein for all purposesin connection with the Company’s current and future business.          (ii) If Executive creates, invents, designs, develops, contributes to or improves any Works,either alone or with third parties, at any time during Executive’s employment by the Company andwithin the scope of such employment and/or with the use of any the Company resources (“CompanyWorks”), Executive shall promptly and fully disclose same to the Company and hereby irrevocablyassigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights andintellectual property rights therein (including rights under patent, industrial property,copyright, trademark, trade secret, unfair competition and related laws) to the Company to theextent ownership of any such rights does not vest originally in the Company.          (iii) Executive agrees to keep and maintain adequate and current written records (in the formof notes, sketches, drawings, and any other form or media requested by the Company) of all CompanyWorks. The records will be available to and remain the sole property and intellectual property ofthe Company at all times.          (iv) Executive shall take all requested actions and execute all requested documents (includingany licenses or assignments required by a government contract) at the Company’s expense (butwithout further remuneration) to assist the Company in validating, maintaining, protecting,enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the PriorWorks and Company Works. If the Company is unable for any other reason to secure Executive’ssignature on any document for this purpose, then Executive hereby irrevocably designates andappoints the Company and its duly authorized officers and agents as Executive’s agent and attorneyin fact, to act for and in Executive’s behalf and stead to execute any documents and to do allother lawfully permitted acts in connection with the foregoing.          (v) Executive shall not improperly use for the benefit of, bring to any premises of, divulge,disclose, communicate, reveal, transfer or provide access to, or share with the Company anyconfidential, proprietary or non-public information or intellectual property relating to a formeremployer or other third party without the prior written permission of such third party. Executivehereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors,partners, employees, agents and representatives from any breach of the foregoing covenant.Executive shall comply with all relevant policies and guidelines of the Company, includingregarding the protection of confidential information and intellectual property and potentialconflicts of interest. Executive acknowledges that the Company may amend any such policies andguidelines from time to time, and that Executive remains at all times bound by their most currentversion.          (vi) The provisions of Section 9 and 10 shall survive the termination of Executive’semployment for any reason.          11. Specific Performance. Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions of Sections 9 or 10would be inadequate and the Company would suffer irreparable damages as a
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result of such breach orthreatened breach. In recognition of this fact, Executive agrees that, in the event of such abreach or threatened breach, in addition to any remedies at law, the Company, without posting anybond, shall be entitled to cease making any payments or providing any benefit otherwise required bythis Agreement and obtain equitable relief in the form of specific performance, temporaryrestraining order, temporary or permanent injunction or any other equitable remedy which may thenbe available.          12. Miscellaneous.          (a) Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of New York, without regard to conflicts of laws principles thereof.          (b) Entire Agreement/Amendments. Except as expressly set forth in this Agreement orin any definitive documentation regarding Executive’s equity granted or purchased pursuant to theTDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by theCompany), this Agreement contains the entire understanding of the parties with respect to theemployment of Executive by the Company. There are no restrictions, agreements, promises,warranties, covenants or undertakings between the parties with respect to the subject matter hereinother than those expressly set forth herein. This Agreement may not be altered, modified, oramended except by written instrument signed by the parties hereto.          (c) No Waiver. The failure of a party to insist upon strict adherence to any term ofthis Agreement on any occasion shall not be considered a waiver of such party’s rights or deprivesuch party of the right thereafter to insist upon strict adherence to that term or any other termof this Agreement.          (d) Severability. In the event that any one or more of the provisions of thisAgreement shall be or become invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions of this Agreement shall not be affectedthereby.          (e) Assignment. This Agreement, and all of Executive’s rights and duties hereunder,shall not be assignable or delegable by Executive. Any purported assignment or delegation byExecutive in violation of the foregoing shall be null and void ab initio and of no force andeffect. This Agreement may be assigned by the Company to a person or entity which is an affiliateor a successor in interest to substantially all of the business operations of the Company. Uponsuch assignment, the rights and obligations of the Company hereunder shall become the rights andobligations of such affiliate or successor person or entity.          (f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amountsprovided and to make the arrangements provided hereunder shall be subject to set-off, counterclaimor recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall notbe required to mitigate the amount of any payment provided for pursuant tothis Agreement by seeking other employment, taking into account the provisions of Section 9 ofthis Agreement.
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          (g) Compliance with IRC Section 409A. Notwithstanding anything herein to thecontrary, (i) if at the time of Executive’s termination of employment with the Company Executive isa “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended(the “Code”) and the deferral of the commencement of any payments or benefits otherwise payablehereunder as a result of such termination of employment is necessary in order to prevent anyaccelerated or additional tax under Section 409A of the Code, then the Company will defer thecommencement of the payment of any such payments or benefits hereunder (without any reduction insuch payments or benefits ultimately paid or provided to Executive) until the date that is sixmonths following Executive’s termination of employment with the Company (or the earliest date as ispermitted under Section 409A of the Code) and (ii) if any other payments of money or other benefitsdue to Executive hereunder could cause the application of an accelerated or additional tax underSection 409A of the Code, such payments or other benefits shall be deferred if deferral will makesuch payment or other benefits compliant under Section 409A of the Code, or otherwise such paymentor other benefits shall be restructured, to the extent possible, in a manner, determined by theBoard, that does not cause such an accelerated or additional tax. The Company shall consult withExecutive in good faith regarding the implementation of the provisions of this Section 12(g);provided that neither the Company nor any of its employees or representatives shall have anyliability to Executive with respect to thereto.          (h) Successors; Binding Agreement. This Agreement shall inure to the benefit of andbe binding upon personal or legal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees.          (i) Notice. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered by hand or overnight courier or three days after it has been mailed by United Statesregistered mail, return receipt requested, postage prepaid, addressed to the respective addressesset forth below in this Agreement, or to such other address as either party may have furnished tothe other in writing in accordance herewith, except that notice of change of address shall beeffective only upon receipt.          If to the Company, addressed to:Travelport plc