Exhibit 10.4


 


AMENDED AND
RESTATED EMPLOYMENTAGREEMENT


(Kenneth Esterow, President and Chief
Executive Officer, Gullivers Travel Associates)


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the “Agreement”) dated August 3, 2009 by and between
Travelport Limited (formerly TDS Investor (Bermuda) Ltd.) (the “Company”)
and Kenneth Esterow (the “Executive”).


 


WHEREAS, the Company and
Executive previously entered into an Employment Agreement dated September 26,
2006 (the “Prior Agreement”);


 


WHEREAS, the Company and Executive
wish to amend and restate the Prior Agreement as set forth below;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein and for other good
and valuable consideration, the sufficiency of which is acknowledged, the
parties agree as follows:


 


1.
Term of Employment.  Subject to
the provisions of Section 7 of this 
Agreement, Executive shall continue to be employed by the Company for a
period commencing on September 26, 2009 and ending on September 26,
2010 (the “Employment Term”) on the terms and subject to the conditions set
forth in this Agreement; provided, however, that commencing with September 26,
2010 and on each September 26 thereafter (each an “Extension Date”), the
Employment Term shall be automatically extended for an additional one-year
period, unless the Company or Executive provides the other party hereto 120
days prior written notice before the next Extension Date that the Employment
Term shall not be so extended.


 


2.
Position.


 


(a) During the Employment Term, Executive shall
serve as the Company’s President and Chief Executive Officer, Gullivers Travel
Associates (“GTA”).  In such position,
Executive shall have such duties and authority as shall be determined from time
to time by the Board of Directors of the Company (the “Board”) and the Chief
Executive Officer of the Company.  If
requested, Executive shall also serve as a member of the Board without
additional compensation.


 


(b) During the Employment Term, Executive will
devote Executive’s full business time and best efforts to the performance of
Executive’s duties hereunder and will not engage in any other business,
profession or occupation for compensation or otherwise which would conflict or
interfere with the rendition of such services either directly or indirectly,
without the prior written consent of the Board; provided that nothing herein
shall preclude Executive, subject to the prior approval of the Board, from
accepting appointment to or continuing to serve on any board of directors or
trustees of any business corporation or any charitable organization; provided
in each case, and in the aggregate, that such activities do not conflict or
interfere with the performance of Executive’s duties hereunder or conflict with
Section 8.


 


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3.
Base Salary.  During the
Employment Term, the Company shall pay Executive a base salary at the annual
rate of no less than $500,000 payable in regular installments in accordance
with the Company’s usual payment practices. 
Executive shall be entitled to such increases in Executive’s base
salary, if any, as may be determined from time to time in the sole discretion
of the Board.  Executive’s annual base
salary, as in effect from time to time, is hereinafter referred to 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 up to one hundred percent
(100%) of Executive’s Base Salary (the “Target”) based upon the achievement of
an annual EBITDA target established by the Board within the first three months
of each fiscal year during the Employment Term. 
The Annual Bonus, if any, shall be paid to Executive within two and one-half
(2.5) months after the end of the applicable fiscal year.


 


5.
Employee Benefits; Relocation. 
During the Employment Term, Executive shall be entitled to participate
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 as those benefits are generally made available to other senior
executives of the Company.  In the event
that Executive relocates his primary business office outside the United States,
the Company shall provide Executive with a market-based expatriate package
comparable to executives at the division CEO level pursuant to Company policy,
and which, subject to such Company policy, shall include but not be limited to
relocation costs, disposition of current residence, housing allowance, cost of
living adjustment, tax equalization and repatriation assistance, as applicable;
provided, however, that nothing in this Section 5 shall impact Executive’s
right to assert a Constructive Termination pursuant to Section 7(c)(ii) of
this Agreement.


 


6.
Business Expenses.  During the
Employment Term, reasonable business expenses incurred by Executive in the
performance of Executive’s duties hereunder shall be reimbursed by the Company
in accordance with Company policies.


 


7.
Termination.  The Employment Term
and Executive’s employment hereunder may be terminated by either party at any
time and for any reason; provided that Executive will be required to give the
Company at least 30 days advance written notice of any resignation of Executive’s
employment.  Notwithstanding any other
provision of this Agreement, the provisions of this Section 7 shall
exclusively govern Executive’s rights upon termination of employment with the
Company and its affiliates.


 


(a) By the Company For Cause or By Executive
Other Than as a Result of a Constructive Termination.


 


(i) The Employment Term and Executive’s
employment hereunder may be terminated by the Company for Cause (as defined
below) and shall terminate automatically upon Executive’s resignation other
than as a result of a Constructive Termination (as defined in Section 7(c));
provided that Executive will be required to give the Company at least 30 days
advance written notice of a resignation 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 failure substantially to perform Executive’s
duties to the Company (other than as a result of total or partial incapacity
due to Disability) for a period of 10 days following receipt of written notice
from the Company to the 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 with actions 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’s duties to the Company, other than de minimis conduct that would not
typically result in sanction by an employer of an executive in similar
circumstances, (C) conviction which is not subject to routine appeals of
right or a plea of “no contest” for (x) a felony under the laws of the
United States or any state thereof or (y) a crime involving moral
turpitude for which the potential penalty includes imprisonment of at least one
year, (D) Executive’s willful malfeasance or willful misconduct in
connection with Executive’s duties or any act or omission which is materially
injurious to the financial condition or business reputation of the Company or
its affiliates, or (E) Executive’s breach of the provisions of Sections 8
or 9 of this Agreement (excluding a breach of Section 9(a) by a
statement made by Executive in good faith in Executive’s employment capacity).


 


(iii) If Executive’s employment is terminated by
the Company for Cause, or if Executive resigns other than as a result of a
Constructive Termination, Executive shall be entitled to receive:


 


(A)          the Base
Salary through the date of termination;


 


(B)           any Annual
Bonus earned, but unpaid, as of the date of termination for the immediately
preceding fiscal year, paid in accordance with Section 4 (except to the
extent payment is otherwise deferred pursuant to any applicable deferred
compensation arrangement with the Company);


 


(C)           reimbursement,
within 60 days following submission by Executive to the Company of appropriate
supporting documentation, for any unreimbursed business expenses properly
incurred by Executive in accordance with Company policy prior to the date of
Executive’s termination; provided claims for such reimbursement (accompanied by
appropriate supporting documentation) are submitted to the Company within 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 under the
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 resignation by Executive
other than as a result of a Constructive Termination, except as set forth in
this Section 7(a)(iii),  Executive
shall have no further rights to any compensation or any other benefits under
this Agreement.


 


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(b) Disability or
Death.


 


(i) The Employment Term and Executive’s
employment hereunder shall terminate upon Executive’s death and may be
terminated by the Company if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of nine (9) consecutive
months or for an aggregate of twelve (12) months in any eighteen (18)
consecutive month period to perform Executive’s duties (such incapacity is
hereinafter referred to as “Disability”). 
Any question as to the existence of the Disability of Executive as to
which Executive and the Company cannot agree shall be determined in writing by
a qualified independent physician mutually acceptable to Executive and the
Company.  If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing.  The
determination of Disability made in writing to the Company and Executive shall
be final and conclusive for all purposes of the Agreement and any other
agreement between any Company and Executive that incorporates the definition 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 have been entitled to
receive pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the date of
Executive’s termination of employment, payable when such Annual Bonus would
have otherwise been payable to Executive pursuant to Section 4 had
Executive’s employment not terminated; and


 


(C)           vesting of
any equity-based awards then held by Executive with respect to the Company or
its affiliates as, and to the extent, described in the definitive documentation
related to such awards.


 


Following Executive’s
termination of employment due to death or Disability, except as set forth in
this Section 7(b)(ii), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(c) By the Company Without Cause or Resignation
by Executive as a result of Constructive Termination.


 


(i) The Employment Term and Executive’s
employment hereunder may be terminated by the Company without Cause or by
Executive’s as a result of a Constructive Termination.


 


(ii) For purposes of this Agreement, a “Constructive
Termination” shall be deemed to have occurred upon (A) any material
reduction in Executive’s Base Salary or Annual Bonus (excluding any change in
value of equity incentives or a reduction affecting substantially all similarly
situated executives), (B) failure of the Company or its affiliates to pay
compensation or benefits when due, in each case which is not cured within 30
days following the Company’s receipt of written notice from Executive
describing the event constituting a Constructive Termination, (C) a
material and sustained diminution to Executive’s duties and responsibilities 


 


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as of the date of this Agreement, (D) the primary
business office for Executive being relocated by more than 50 miles from
Parsippany, New Jersey, or New York, New York, or to the United Kingdom, (E) while
Executive holds the position specified in Section 2(a) and the global
headquarters of GTA is located in the United Kingdom, the Company’s refusal to
relocate Executive to the United Kingdom after his written request to do so, or
(F) 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); provided that any of the
events described in clauses (A)-(F) of this Section 7(c)(ii) shall
constitute a Constructive Termination only if the Company fails to cure such
event within 30 days after receipt from Executive of written notice 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 of its occurrence or Executive’s knowledge thereof, unless Executive has
given the Company written notice thereof prior to such date.


 


(iii) If Executive’s employment is terminated by
the Company without Cause (other than by reason 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 have been entitled to
receive pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the date of
Executive’s termination of employment, payable when such Annual Bonus would
have otherwise been payable to Executive pursuant to Section 4 had
Executive’s employment not terminated;


 


(C)           subject to
Executive’s execution, delivery, and non-revocation of a separation agreement
and general release substantially in the form attached hereto as Exhibit A
(“the General Release”) within forty-five (45) days following termination of
employment, and further subject to continued compliance with the provisions of
Sections 8 and 9, (x) payment of two (2) times the sum of both the
Base Salary and Annual Bonus at Target (the “Severance Pay”) and (y) the
executive benefits provided for in the General Release for a period equal to
twenty-four (24) months  (or a lump sum
equivalent of such benefits).  The
Severance Pay shall be paid as follows: (1) one third (33.3%) of the
Severance Pay in a lump sum as soon as practicable following the effective date
of the General Release, but no later than thirty (30) days after the execution
of the General Release; (2) one third (33.3%) of the Severance Pay in a
lump sum in the pay period occurring closest to the one hundred eightieth (180th) day (“Second 
Severance Payment Date”), 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 to the three
hundred sixty-fifth (365th)
day (“Third  Severance Payment Date”),
whether occurring before or after the Third 
Severance Payment Date, following the termination of Executive’s
employment; provided that the aggregate amount described in this clause (C) shall
be reduced 


 


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by the
present value of any other cash severance benefits payable to Executive under
any other severance plans, programs or arrangements of the Company or its affiliates
(which, for the avoidance of doubt, shall exclude any cash payments related to
equity in the Company or its affiliates); and


 


(D)          vesting of
any equity-based awards then held by Executive with respect to the Company or
its affiliates as, and to the extent, described in the definitive documentation
related to such awards.


 


Following Executive’s
termination of employment by the Company without Cause (other than by reason of
Executive’s death or Disability) or by Executive’s resignation as a result of a
Constructive Termination, except as set forth in this Section 7(c) (iii),
Executive shall have no further 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 to extend the Employment Term pursuant to Section 1, unless Executive’s
employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of
this Section 7 and except as set forth in paragraph (c)(ii) of this Section 7,
Executive’s termination of employment hereunder (whether or not Executive
continues as an employee of the Company thereafter) shall be deemed to occur on
the close of business on the day immediately preceding the next scheduled
Extension Date and Executive shall be entitled to receive the Accrued
Rights.  Following such termination of
Executive’s employment 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 any compensation or any other
benefits under this Agreement.


 


(ii) Continued Employment Beyond the Expiration
of the Employment Term.  Unless the
parties otherwise agree in writing, continuation of Executive’s employment with
the Company beyond the expiration of the Employment Term shall be deemed an
employment at-will and shall not be deemed to extend any of the provisions of
this Agreement and Executive’s employment may thereafter be terminated at will
by either Executive or the Company; provided that the provisions of Sections 8,
9 and 10 of this Agreement shall survive any termination of this Agreement or
Executive’s termination of employment hereunder.


 


(e) Notice of Termination.  Any purported termination of employment by
the Company or by Executive (other than due to Executive’s death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 11 (i) hereof.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.


 


(f) Board/Committee Resignation.  Upon termination of Executive’s employment
for any reason, Executive agrees to resign, as of the date of such termination
and to the extent applicable, from the Board (and any committees thereof) and
the Board of Directors (and any committees thereof) of any of the Company’s
affiliates.


 


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8.
Non-Competition.


 


(a) From the date hereof while employed by the
Company and for a two-year period following the date Executive ceases to be
employed by the Company (the “Restricted Period”), irrespective of the cause,
manner or time of any termination, Executive shall not use his status with the
Company or any of its affiliates to obtain loans, goods or services from
another organization on terms that would not be available to him in the absence
of his relationship to the Company or any of its affiliates.


 


(b) During the Restricted Period, Executive shall
not make any statements or perform any acts intended to or which may have the
effect of advancing the interest of any Competitors of the Company or any of
its affiliates or in any way injuring the interests of the Company or any of
its affiliates and the Company and its affiliates shall not make or authorize
any person to make any statement that would in any way injure the personal or
business reputation or interests of Executive; provided however, that, subject
to Section 9, nothing herein shall preclude the Company and its affiliates
or Executive from giving truthful testimony under oath in response to a
subpoena or other lawful process or truthful answers in response to questions
from a government investigation; provided, further, however, that nothing
herein shall prohibit the Company and its affiliates from disclosing the fact
of any termination of Executive’s employment or the circumstances for such a
termination.  For purposes of this Section 8(b),
the term “Competitor” means any enterprise or business that is engaged in, or
has plans to engage in, at any time during the Restricted Period, any activity
that competes with the businesses conducted during or at the termination of
Executive’s employment, or then proposed to be conducted, by the Company and
its affiliates in a manner that is or would be material in relation to the businesses
of the Company or the prospects for the businesses of the Company (in each
case, within 100 miles of any geographical area where the Company or its
affiliates manufactures, produces, sells, leases, rents, licenses or otherwise
provides its products or services). 
During the Restricted Period, Executive, without prior 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 the management, 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, or assist in
the development, expansion or promotion of, any division of an enterprise or
the business intended to become a Competitor at any time after the end of the
Restricted Period or (C) own or hold 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 nationally and internationally and
agrees that the provisions in the foregoing sentence shall operate throughout
the United States and the world (subject to the definition of “Competitor”).


 


(c) During the Restricted Period, Executive,
without express prior written approval from the Board, shall not solicit any
members or the then current clients of the Company or any of its affiliates for
any existing business of the Company or any of its affiliates or discuss with
any employee of the Company or any of its affiliates information or operations
of any business intended to compete with the Company or any of its affiliates.


 


(d) During the Restricted Period, Executive shall
not interfere with the employees or affairs of the Company or any of its
affiliates or solicit or induce any person who is an 


 


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employee of the Company or any of its affiliates to terminate
any relationship such person may have with the Company or any of its
affiliates, nor shall Executive during such period directly or indirectly
engage, 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 or other ownership, whether through stock
holding or otherwise, of an interest in a business, firm or entity; provided,
that ownership of less than 5% of any class of equity interest in a publicly
held company shall not be deemed a Proprietary Interest.


 


(f) The period of time during which the
provisions of this Section 8 shall be in effect shall be extended by the
length of time during which Executive is in breach of the terms hereof as
determined by any court of competent jurisdiction on the Company’s application
for injunctive relief.


 


(g) Executive agrees that the restrictions
contained in this Section 8 are an essential element of the compensation
Executive is granted hereunder and but for Executive’s agreement to comply 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 the restrictions contained in this Section 8
to be reasonable, if a final judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against Executive,
the provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.


 


9.
Confidentiality; Intellectual Property.


 


(a) Confidentiality.


 


(i) Executive will not at any time (whether
during or after Executive’s employment with the Company) (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 person
outside the Company (other than its professional advisers who are bound by
confidentiality obligations), any non-public, proprietary or confidential
information —including without limitation trade secrets, know-how, research and
development, software, databases, inventions, processes, formulae, technology,
designs and other intellectual property, information concerning finances,
investments, profits, pricing, costs, products, services, vendors, customers,
clients, partners, investors, personnel, compensation, recruiting, training,
advertising, sales, marketing, promotions, government and regulatory activities
and approvals — concerning the past, current or future business, activities and
operations of the Company, its subsidiaries or 


 


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affiliates and/or any third party that has disclosed or
provided any of same to the Company on a confidential basis (“Confidential
Information”) without the prior written authorization of the Board.


 


(ii) “Confidential Information” shall not include
any information that is (a) generally known to the industry or the public
other than as a result of Executive’s breach of this covenant or any breach of
other confidentiality obligations by third parties; (b) made legitimately
available to Executive by a third party without breach of any confidentiality
obligation; or (c) required by law to be disclosed; provided that
Executive shall give prompt written notice to the Company of such requirement,
disclose no more information than is so required, and cooperate, at the Company’s
cost, 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’s immediate 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 the Company or its affiliates); provided that Executive may disclose to any
prospective future employer the provisions of Sections 8 and 9 of this
Agreement provided they agree to maintain the confidentiality of such terms.


 


(iv) Upon termination of Executive’s employment
with the Company for any reason, Executive shall (x) cease and not thereafter
commence use of any Confidential Information or intellectual property
(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, its subsidiaries or affiliates; (y) immediately
destroy, delete, or return to the Company, at the Company’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 other computer, whether or not Company property) that
contain Confidential Information or otherwise relate to the business of the
Company, its affiliates and subsidiaries, except that Executive may retain only
those portions of any personal notes, notebooks and diaries that do not contain
any Confidential Information; and (z) notify and fully cooperate with the
Company regarding the delivery or destruction of any other Confidential
Information of which Executive is or becomes aware.


 


(b) Intellectual Property.


 


(i) If Executive has created, invented, designed,
developed, contributed to or improved any works 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 with third parties, prior to Executive’s employment
by the Company, that are relevant to or implicated by such employment (“Prior
Works”), Executive hereby grants the Company a perpetual, non-exclusive,
royalty-free, worldwide, assignable, sublicensable license under all rights and
intellectual property rights (including rights under patent, industrial
property, copyright, trademark, trade secret, unfair competition and related
laws) therein for all purposes in connection with the Company’s current and
future business.


 


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(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 and within
the scope of such employment and/or with the use of any the Company resources (“Company
Works”), Executive shall promptly and fully disclose same to the Company and
hereby irrevocably assigns, transfers and conveys, to the maximum extent
permitted by applicable law, all rights and intellectual property rights
therein (including rights under patent, industrial property, copyright,
trademark, trade secret, unfair competition and related laws) to the Company to
the extent 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 form of notes, sketches, drawings,
and any other form or media requested by the Company) of all Company
Works.  The records will be available to
and remain the sole property and intellectual property of the Company at all
times.


 


(iv) Executive shall take all requested actions
and execute all requested documents (including any licenses or assignments
required by a government contract) at the Company’s expense (but without
further remuneration) to assist the Company in validating, maintaining,
protecting, enforcing, perfecting, recording, patenting or registering any of
the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason
to secure Executive’s signature on any document for this purpose, then
Executive hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Executive’s agent and attorney in fact, to
act for and in Executive’s behalf and stead to execute any documents and to do
all other 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 any confidential,
proprietary or non-public information or intellectual property relating to a
former employer or other third party without the prior written permission of
such third party.  Executive hereby
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, including
regarding the protection of confidential information and intellectual property
and potential conflicts of interest. 
Executive acknowledges that the Company may amend any such policies and
guidelines from time to time, and that Executive remains at all times bound by
their most current version.


 


(vi) The provisions of Section 8 and 9 shall
survive the termination of Executive’s employment for any reason.


 


10.
Specific Performance.  Executive
acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Sections 8 or 9 would be
inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach.  In
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any


 


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benefit otherwise required by this Agreement
and obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.


 


11. Miscellaneous.


 


(a) Governing Law.  This Agreement shall be governed by and
construed in accordance with 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
or in any definitive documentation regarding Executive’s equity granted or
purchased pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan, as
amended and/or restated from time to time (“the Equity Plan”) (including
without limitation the Management Equity Award Agreements), this Agreement
contains the entire understanding of the parties with respect to the employment
of Executive by the Company.  There are
no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein.  This
Agreement may not be altered, modified, or amended 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 of
this Agreement on any occasion shall not be considered a waiver of such party’s
rights or deprive such party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.


 


(d) Severability. 
In the event that any one or more of the provisions of this Agreement
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 affected thereby.


 


(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 by
Executive in violation of the foregoing shall be null and void ab initio and of
no force and effect.  This Agreement may
be assigned by the Company to a person or entity which is an affiliate or a
successor in interest to substantially all of the business operations of the
Company.  Upon such assignment, the
rights and obligations of the Company hereunder shall become the rights and
obligations of such affiliate or successor person or entity.


 


(f) Set Off; No Mitigation.  The Company’s obligation to pay Executive the
amounts provided and to make the arrangements provided hereunder shall be
subject to set-off, counterclaim or recoupment of amounts owed by Executive to
the Company or its affiliates.  Executive
shall not be required to mitigate the amount of any payment provided for
pursuant to this Agreement by seeking other employment, taking into account the
provisions of Section 9 of this Agreement.


 


(g) Compliance with IRC Section 409A.  Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination of employment with
the Company Executive is a “specified employee” as defined in Section 409A
of the Internal Revenue Code of 


 


11

















 


1986, as
amended (the “Code”) and the deferral of the commencement of any payments or
benefits otherwise payable hereunder as a result of such termination of
employment is necessary in order to prevent any accelerated or additional tax
under Section 409A of the Code, then the Company will defer the
commencement of the payment of any such payments or benefits hereunder (without
any reduction in such payments or benefits ultimately paid or provided to
Executive) until the date that is six months following Executive’s termination
of employment with the Company (or the earliest date as is permitted under Section 409A
of the Code) and (ii) if any other payments of money or other benefits due to
Executive hereunder could cause the application of an accelerated or additional
tax under Section 409A of the Code, such payments or other benefits shall
be deferred if deferral will make such payment or other benefits compliant
under Section 409A of the Code, or otherwise such payment or other
benefits shall be restructured, to the extent possible, in a manner, determined
by the Board, that does not cause such an accelerated or additional tax.  The Company shall consult with Executive in
good faith regarding the implementation of the provisions of this Section 11(g);
provided that neither the Company nor any of its employees or representatives
shall have any liability to Executive with respect thereto.


 


(h) Successors; Binding Agreement.  This Agreement shall inure to the benefit of
and be 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 communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand or overnight courier or three days after
it has been mailed by United States registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth below in this
Agreement, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.


 


If to the Company, addressed to:


 


Travelport Limited 

405 Lexington Avenue, 57th Floor 

New York, NY  10074

Attention:  Eric Bock, General Counsel

Fax:  (212) 915-9169


 


If to Executive, to the address set forth on
the signature page of this Agreement or at the current address listed in
the Company’s records.


 


(j) Executive Representation.  Executive hereby represents to the Company
that the execution and delivery of this Agreement by Executive and the Company
and the performance by Executive of Executive’s duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any employment
agreement or other agreement or policy to which Executive is a party or
otherwise bound.


 


12

















 


(k) Prior Agreements.  Upon the commencement of the Employment Term,
this Agreement supersedes all prior agreements and understandings (including
verbal agreements) between Executive and the Company and/or its affiliates
regarding the terms and conditions of Executive’s employment with the Company
and/or its affiliates including, without limitation, the Employment Agreement
between the Company and Executive dated September 26, 2006 (collectively,
the “Prior Agreements”).  The
Prior Agreements are hereby terminated upon the commencement of the Employment
Term covered by this Agreement.


 


(l) Cooperation.  Executive shall provide Executive’s
reasonable cooperation in connection with any action or proceeding (or any
appeal from any action or proceeding) which relates to events occurring during
Executive’s employment hereunder.  The
Company will reimburse Executive for any and all reasonable expenses reasonably
incurred in connection with Executive’s compliance with this Section 11(l).   This provision shall survive any termination
of this Agreement.


 


(m) Withholding Taxes.  The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.


 


(n) Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


(o) Arbitration.  Except as otherwise provided in Section 10
of this Agreement, any controversy, dispute, or claim arising out of, in
connection with, or in relation to, the interpretation, performance or breach
of this Agreement, including, without limitation, the validity, scope, and
enforceability of this section, may at the election of any party, be solely and
finally settled by arbitration conducted in New York, New York, by and in
accordance with the then existing rules for commercial arbitration of the
American Arbitration Association, or any successor organization and with the
Expedited Procedures thereof (collectively, the “Rules”).  Each of the parties hereto agrees that such
arbitration shall be conducted by a single arbitrator selected in accordance
with the Rules; provided that such arbitrator shall be experienced in deciding
cases concerning the matter which is the subject of the dispute.  Any of the parties may demand arbitration by
written notice to the other and to the Arbitrator set forth in this Section 11(o) (“Demand
for Arbitration”).  Each of the parties
agrees that if possible, the award shall be made in writing no more than 30
days following the end of the proceeding. 
Any award rendered by the arbitrator(s) shall be final and binding
and judgment may be entered on it in any court of competent jurisdiction.  Each of the parties hereto agrees to treat as
confidential the results of any arbitration (including, without limitation, any
findings of fact and/or law made by the arbitrator) and not to disclose such
results to any unauthorized person.  The
parties intend that this agreement to arbitrate be valid, enforceable and
irrevocable.  In the event of any arbitration
with regard to this Agreement, each party shall pay its own legal fees and
expenses, provided, however, that the parties agree to share the cost of the
Arbitrator’s fees.


 


13

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


 


	
   

  	
  TRAVELPORT
  LIMITED

  
	
   

  	
   

  
	
   

  	
  /s/
  Jo-Anne Kruse

  
	
   

  	
  By: Jo-Anne
  Kruse

  
	
   

  	
  Title: Executive
  Vice President, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/
  Kenneth Esterow

  
	
   

  	
  Kenneth Esterow

  



 


14

















 


Exhibit
A – Form of General Release


 

















 


AGREEMENT
AND GENERAL RELEASE


 


Travelport
Limited (“Travelport”) and  Travelport
Operations, Inc. (collectively, the “Company”) and [NAME OF EXECUTIVE]
(hereinafter collectively with his heirs, executors, administrators, successors
and assigns, “EXECUTIVE”), mutually desire to enter into this Agreement and
General Release (“Agreement” or “Agreement and General Release”) and agree
that:


 


The
terms of this Agreement are the products of mutual negotiation and compromise
between EXECUTIVE and the Company; and


 


The
meaning, effect and terms of this Agreement have been fully explained to
EXECUTIVE; and


 


EXECUTIVE
is hereby advised, in writing, by the Company that he should consult with an
attorney prior to executing this Agreement; and


 


EXECUTIVE
is being afforded twenty-one (21) days from the date of this Agreement to
consider the meaning and effect of this Agreement; and


 


EXECUTIVE
understands that he may revoke the general release contained in paragraph 4 of
this Agreement (“the General Release”) for a period of seven (7) calendar
days following the day he executes this Agreement and the General Release shall
not become effective or enforceable until the revocation period has expired,
and no revocation has occurred.  Any
revocation within this period must be submitted, in writing, to [NAME OF
CONTACT] in the Company’s [NAME] Department and state, “I hereby revoke my
acceptance of the General Release.”  Said
revocation must be personally delivered to [NAME OF CONTACT] in the Company’s
[NAME] Department, or mailed to [NAME OF CONTACT] in the Company’s [NAME]
Department and postmarked within seven (7) calendar days of execution of
this Agreement.  In the event of a
revocation of the General Release, the remainder of this Agreement shall remain
in full force and effect; and


 


EXECUTIVE
has carefully considered other alternatives to executing this Agreement and
General Release.


 


THEREFORE,
EXECUTIVE and the Company, for the full and sufficient consideration set forth
below, agree as follows:


 

















 


1.             EXECUTIVE’s employment shall be
terminated effective on the Last Day of Employment.  Following his Last Day of Employment, other
than as set forth below or in the attached Personal Statement of Termination
Benefits (which are provided pursuant to the Amended and Restated Employment
Agreement between Travelport Limited and EXECUTIVE (the “Employment Agreement”)
pursuant to the terms set forth therein), EXECUTIVE shall not be eligible for
any other payments from the Company.


 


2.             In full satisfaction of the Company’s
obligations under Section 7(c)(iii) of the Employment Agreement, the
Company agrees to provide EXECUTIVE with the benefits set forth in the attached
Personal Statement of Termination Benefits under the captions “Accrued Rights”,
“Pro Rata Portion of [YEAR] BONUS”, “Severance Pay” and “Severance Benefits”.  The Severance Pay and Severance Benefits are
subject to EXECUTIVE’s continued compliance with the provisions of Section 8
and 9 of the Employment Agreement.  
EXECUTIVE understands and agrees that he would not receive the Severance
Pay and Severance Benefits, except for his execution of this Agreement and the
fulfillment of the promises contained herein, and that such consideration is
greater than any amount to which he would otherwise be entitled as an employee
of the Company.


 


3.             The Company will also provide
EXECUTIVE with a neutral reference to any entity other than the Released
Parties.  Upon inquiry to the Human
Resources department, prospective employers (other than the Released Parties)
will be advised only as to the dates of EXECUTIVE’s employment and his most
recent job title.  Last salary will be
provided if EXECUTIVE has provided a written release for the same.


 


4.             Except as otherwise expressly provided by this Agreement
or the right to enforce the terms of this Agreement, EXECUTIVE, of his own free
will knowingly and voluntarily releases and forever discharges the Company,
their current and former parents, and their shareholders, affiliates (including
without limitation Orbitz Worldwide, Inc. and its subsidiaries),
subsidiaries, divisions, predecessors, successors and assigns and the
employees, officers, directors, advisors and agents thereof (collectively
referred to throughout this Agreement as the “Released Parties”, or a “Released
Party”) from any and all actions or causes of action, suits, claims, charges,
complaints, promises demands and contracts (whether oral or written, express or
implied from any source), or any nature whatsoever, known or unknown, suspected
or unsuspected, which against the Released Parties EXECUTIVE or EXECUTIVE’s
heirs, executors, administrators, successors or assigns ever had, now have or
hereafter can shall or may have by reason of any matter, cause or thing
whatsoever arising any time prior to the time EXECUTIVE executes this
Agreement, including, but not limited to:


 


2

















 


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 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); and


 


b.              [APPLICABLE 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.


 


Notwithstanding
the foregoing release of claims in this paragraph of this Agreement:


 


·                  Nothing in the release of
claims in this paragraph shall impact EXECUTIVE’s equity granted or purchased
pursuant to the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended
and/or restated from time to time.


 


3

















 


·                  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 while he served
as an officer for TDS Investor (Cayman) L.P and its subsidiaries, EXECUTIVE was
covered under such D&O coverage for the period he served as an
officer.  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.


 


5.             EXECUTIVE also acknowledges that he
does not have any current charge, claim or lawsuit against one or more of the
Released Parties pending before any local, state or federal agency or court
regarding his employment and his separation from employment. EXECUTIVE
understands that nothing in this Agreement prevents him from filing a charge or
complaint with or from participating in an investigation or proceeding
conducted by the Equal Employment Opportunity Commission (“EEOC”) or any other
federal, state or local agency charged with the enforcement of any employment
or labor laws, although by signing this Agreement EXECUTIVE is giving up any
right to monetary recovery that is based on any of the claims he has
released.  EXECUTIVE also understands
that if he files such a charge or
complaint, he has, as part of this Agreement, waived the right to receive any
remuneration beyond what EXECUTIVE has received in this Agreement.


 


6.             EXECUTIVE shall not seek or be
entitled to any personal recovery, in any action or proceeding that may be
commenced on EXECUTIVE’s behalf in any way arising out of or relating to the
matters released under this Agreement.


 


7.             EXECUTIVE represents that he has not and agrees that he
will not in any way disparage the Company or any Released Party, their current
and former officers, directors and employees, or make or solicit any comments,
statements, or the like to the media or to others that may be considered to be
derogatory or detrimental to the good name or business reputation of any of the
aforementioned parties or entities. 
Following the full execution of and the effective date of this
Agreement, the Company will direct the then-current members of the Travelport
Senior Leadership Team (“the SLT”) and the GTA Senior Leadership Team (“GTA SLT”)
not to disparage EXECUTIVE and remind the SLT and GTA SLT of the Company’s
neutral reference policy; provided, however, that the Company’s obligation
under this paragraph shall not be ongoing and will be fulfilled once the
Company directs the SLT and GTA SLT not to disparage EXECUTIVE and reminds them
of the Company’s neutral reference policy.


 


4

















 


8.             EXECUTIVE understands that if this Agreement were not
signed, he would have the right to voluntarily assist other individuals or
entities in bringing claims against Released Parties.  EXECUTIVE hereby waives that right and agrees
that he will not provide any such assistance other than assistance in an
investigation or proceeding conducted by the United States Equal Employment
Opportunity Commission or other federal, state or local agency, or pursuant to
a valid subpoena or court order. 
EXECUTIVE agrees that if such a request for assistance if by any agency
of the federal, state or local government, or pursuant to a valid subpoena or
court order, he shall advise the Company in writing of such a request no later
than three (3) days after receipt of such request.


 


9.             EXECUTIVE acknowledges and confirms
that he has returned all Company property to the Company, including his
identification card, and computer hardware and software, all paper or computer
based files, business documents, and/or other records as well as all copies
thereof, credit cards, keys and any other Company supplies or equipment in his
possession.   Finally, any amounts owed
to the Company have been paid.


 


10.           This Agreement is made in the State
of New York and shall be interpreted under the laws of said State.  Its language shall be construed as a whole,
according to its fair meaning, and not strictly for or against either
party.  Should any provision of this
Agreement be declared illegal or unenforceable by any court of competent
jurisdiction and cannot be modified to be enforceable, including the General
Release (as defined herein), such provision shall immediately become null and
void, leaving the remainder of this Agreement in full force and effect.  However, if as a result of any action initiated
by EXECUTIVE, any portion of the General Release (as defined herein) were ruled
to be unenforceable for any reason, EXECUTIVE shall return consideration equal
to the Severance Pay and Severance Benefits provided to EXECUTIVE under this
Agreement.


 


11.           EXECUTIVE agrees that neither this
Agreement nor the furnishing of the consideration for this Agreement shall be
deemed or construed at any time for any purpose as an admission by the Company
of any liability or unlawful conduct of any kind, all of which the Company
denies.


 


12.           This Agreement may not be modified, altered or changed
except upon express written consent of both parties wherein specific reference
is made to this Agreement.


 


13.           This Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any prior agreements
or understandings between the parties other than the Employment Agreement and
the Management Equity Award Agreements (including without


 


5

















 


limitation
the post-employment restrictive covenants contained in the Employment Agreement
and the Management Equity Award Agreements), which agreements shall continue to
apply in accordance with their respective terms, except to the extent otherwise
specifically provided herein.


 


14.           EXECUTIVE agrees to cooperate with
and, consistent with his other employment obligations, to make himself
reasonably available to Travelport Limited and its General Counsel, the Company
may reasonably request, to assist it in any matter regarding Travelport or its
affiliates, subsidiaries, and predecessors, including giving truthful testimony
in any potential or filed litigation, arbitration, mediation  or similar proceeding litigation involving
Travelport and its affiliates, subsidiaries, and their predecessors, over which
EXECUTIVE has knowledge or information. 
The Company will reimburse EXECUTIVE for any and all reasonable expenses
reasonably incurred in connection with EXECUTIVE’s compliance with this
paragraph.


 


15.           In consideration for the Severance
Pay and Severance Benefits being provided to EXECUTIVE pursuant to this
Agreement, EXECUTIVE warrants and affirms to Travelport that he has at all
times conducted himself as a fiduciary of, and with sole regard to that which
is in best interests of, Travelport and its affiliates and their
predecessors.  He affirms that in
conducting business for Travelport and its affiliates and their predecessors,
he has done so free from the influence of any conflicting personal or
professional interests, without favor for or regard of personal considerations,
and that he has not in any material respect violated the Travelport Code of
Business Conduct & Ethics (“Travelport Code”).  Toward that end, EXECUTIVE understands that
this affirmation is a material provision of this Agreement, and, should the
Company reasonably determine that EXECUTIVE has engaged in material business
practices inconsistent with the affirmation set forth herein then EXECUTIVE
agrees that he shall have committed a material breach of this Agreement, and
the Severance Pay and Severance Benefits provided to EXECUTIVE under this
Agreement shall not have been earned.  In
that case, EXECUTIVE shall be liable for the return of consideration equal to
such payments and benefits.


 


THE
PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE AND
ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH AGREEMENT AND GENERAL RELEASE.  EXECUTIVE UNDERSTANDS THAT THIS DOCUMENT
SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS HE 
HAD OR MIGHT HAVE AGAINST THE COMPANY; AND HE ACKNOWLEDGES THAT HE IS
NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN
THIS DOCUMENT.  HAVING ELECTED TO EXECUTE
THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN,
AND TO 


 


6

















 


RECEIVE
THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, EXECUTIVE FREELY
AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND
GENERAL RELEASE.  IF THIS DOCUMENT IS
RETURNED EARLIER THAN 21 DAYS FROM THE LAST DATE OF EMPLOYMENT, THEN EXECUTIVE ADDITIONALLY ACKNOWLEDGES AND WARRANTS
THAT HE HAS VOLUNTARILY AND KNOWINGLY WAIVED THE 21 DAY REVIEW PERIOD, AND THIS
DECISION TO ACCEPT A SHORTENED PERIOD OF TIME IS NOT INDUCED BY THE COMPANY
THROUGH FRAUD,MISREPRESENTATION, A THREAT TO WITHDRAW OR ALTER THE OFFER PRIOR
TO THE EXPIRATION OF THE 21 DAYS, OR BY PROVIDING DIFFERENT TERMS TO EMPLOYEES
WHO SIGN RELEASES PRIOR TO THE EXPIRATION OF SUCH TIME PERIOD.


 


7














 


THEREFORE,
the parties to this Agreement and General Release now voluntarily and knowingly
execute this Agreement.


 


	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  and sworn before me this     day of
                    ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary
  Public

  	
   

  	
   

  
	
   

  	
   

  	
  TRAVELPORT
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  and sworn to before me this     day of
                     ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary
  Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRAVELPORT
  OPERATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  and sworn to before me this     day of
                      ,

  	
   

  	
   

  



 


8

















 


	
   

  	
   

  
	
   

  	
   

  
	
  Notary
  Public

  	
   

  



 


9

















 


PERSONAL STATEMENT OF TERMINATION BENEFITS


Date: MONTH DAY, YEAR


 


	
  EXECUTIVE
  NAME:

  	
  NAME

  
	
   

  	
  (“you”
  or “EXECUTIVE”)

  
	
   

  	
   

  
	
  LAST
  DAY OF EMPLOYMENT:

  	
  MONTH
  DAY, YEAR

  



 


ACCRUED RIGHTS:


 


As set forth as Section 7(c)(iii)(A) and Section 7(a)(iii)(A)-(D) of
the Employment Agreement, you will receive the following basic benefits
following the termination of your employment:


 


·                  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:


 


Pursuant
to Section 7(c)(iii)(B) of the Employment Agreement, you will receive
the following benefit following the termination of your employment:


 


A
pro rata portion of any Annual Bonus, if any, that you would have been entitled
to receive pursuant to Section 4 of the Employment Agreement in such year
based upon the percentage of the fiscal year that shall have lapsed through the
Last Day of Employment (and for which you have not already received an Annual
Bonus), payable when the [YEAR/PORTION OF YEAR] bonus would have otherwise been
payable to you pursuant to Section 4 of the Employment Agreement had your
employment not been terminated.


 


10

















 


SEVERANCE PAY (“Severance Pay”):


 


Pursuant
to and subject to Section 7(c)(iii)(C) of the Employment Agreement,
you will receive the following payments following the termination of your
employment:


 


Payment
of two (2) times the sum of both the Base Salary and Annual Bonus at
Target (“Severance Pay”), to be paid as follows: (1) one third (33.3%) of
the Severance Pay in a lump sum as soon as practicable following the effective
date of the General Release, but no later than thirty (30) days after the
execution of the General Release; (2) one third (33.3%) of the Severance
Pay in a lump sum in the pay period occurring closest to the one hundred
eightieth (180th) day (“Second  Severance Payment Date”), 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 to the three
hundred sixty-fifth (365th) day (“Third  Severance Payment Date”), whether occurring
before or after the Third  Severance
Payment Date, following the termination of Executive’s employment.   For the avoidance of doubt, you will not be
an employee of the Company during the salary continuation period or with
respect to any of these payments and thus will not be eligible for the benefits
that employees are eligible to receive, including without limitation
participation in the Travelport Americas, LLC Employee Savings Plan (“the 401(k) Plan”)
and the Travelport Americas, LLC Officer Deferred Compensation Plan (“the
Deferred Compensation Plan”).


 


SEVERANCE BENEFITS (“Severance
Benefits”):


 


Pursuant
to and subject to Section 7(c)(iii)(C) of the Employment Agreement,
you will receive the following payments and benefits following the termination
of your employment:


 


HEALTH
AND WELFARE BENEFITS:


 


Continued
participation for twenty-four (24) months at active employee rates.  This period shall run concurrently with
COBRA.  To the extent that these benefits
are taxable to you under Section 105(h) of the Internal Revenue Code,
the Company will provide a gross-up to you to cover any taxes due from you on
such benefits.


 


11

















 


INSURANCE
BENEFITS:


 


A
lump sum payment that, after applicable taxes and deductions, is equivalent to
the value of twenty-four (24) months of Company’s portion of the life insurance
program provided by the Company to you as of the date of this Agreement and
General Release.  The amount of this payment
will be determined as of your Last Day of Employment and will be paid in a lump
sum as soon as practicable following the effective date of this Agreement and
General Release, but no later than sixty (60) days after the Last Day of
Employment.


 


FINANCIAL PLANNING BENEFITS:


 


Continued participation for twenty-four (24) months
following your Last Day of Employment. 
The Company shall gross-up any payments on such benefits that are
taxable to you.


 


EXECUTIVE CAR PROGRAM:


 


A
lump sum payment that, after applicable taxes and deductions, is equivalent to
the value of twenty-four (24) months of future participation in the Executive
Car Program.  The amount of this payment
will be determined as of your Last Day of Employment and will be paid in a lump
sum as soon as practicable following the effective date of this Agreement and
General Release, but no later than sixty (60) days after the Last Day of
Employment.  After your participation in
the Executive Car Program ceases effective as of your Last Day of Employment,
you will have the option to purchase the car assigned to you for fair market
value; provided that you pay all incremental costs incurred by the Company as a
result of such assignment.  In the event
that you do not purchase the car assigned to you under the Executive Car
Program on or before the Last Day of Employment, you shall return such car as
directed by the Company or its agents.


 


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LAPTOP COMPUTER:


 


At your option, the sale to
you, on or about the time of your Last Day of Employment, with the ownership
interest in the [MAKE AND MODEL NUMBER] laptop computer that the Company has
assigned to you, Serial Number [XXXXXXX], as of the date of this Agreement and
General Release, (“the Laptop”), for fair market value pursuant to the Company’s
policy.  You shall provide the Company
with reasonable advance written notice prior to your Last Day of Employment as
to whether you wish to purchase the Laptop. 
The ownership interest in the Laptop shall be transferred only after the
Company has removed all confidential and proprietary information from the
computer and taken any other measures it deems necessary to protect its
interests.  The Company shall deduct the
amount due for the cost of the Laptop from the Severance Pay.


 


Unless
otherwise defined herein, all capitalized terms set forth above shall have the
meaning set forth in the Employment Agreement.  
In the event of Executive’s death or disability after the Last Day of
Employment, Executive’s estate and beneficiaries, as applicable, shall receive
the pay and benefits (or remaining portion thereof) the set forth in this
Personal Statement of Termination Benefits, subject to Executive’s (or his
estate’s) execution, delivery, and non-revocation of the General Release within
the applicable time period.


 


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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 Employment

  
	
  Non-solicitation
  of clients and employees:

  	
  Two
  (2) years from Last Day of Employment

  
	
  Confidential
  Information:

  	
  No
  time limit

  
	
  Intellectual
  Property:

  	
  No
  time limit

  



 


For
the avoidance of doubt, the term “affiliates” in the post-employment
restrictive covenants in the Employment Agreement and your Management Equity
Award Agreements only include entities owned by The Blackstone Group to the
extent such entities are engaged in the same businesses of Travelport Limited
and its subsidiaries as of the Last Day of Employment.


 


EQUITY:


 


You
will remain the owner of certain Class A-2 Interests, subject to the terms
of the applicable Management Equity Award Agreements (including any amendments
thereto), the TDS Investor (Cayman) L.P. Agreement of Limited Partnership (as
amended and/or restated from time to time), the TDS Investor (Cayman) Interest
Plan (as amended and/or restated from time to time), and any other definitive
documentation entered into by you and TDS Investor (Cayman) L.P. regarding your
Travelport equity.


 


TAX ISSUES:


 


As set forth in Section 11(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 


 


14

















 


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.


 


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