Exhibit
10.2


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT 

(Jeff Clarke; President and Chief Executive Officer)


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated August 3, 2009
by and between Travelport Limited (formerly TDS Investor (Bermuda) Ltd.) (the “Company”)
and Jeff Clarke (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.  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”).  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 $1,000,000,
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 and fifty percent (150%) 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. 
As the Annual Bonus award is subject to the attainment of performance
criteria, it may be paid, to the extent earned or not earned, at below target
levels, and above target levels (with a maximum of 350% of the above referenced
target level).  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.  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.


 


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.


 


(ii) For
purposes of this Agreement, “Cause” means (A) Executive’s willful
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


 


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from 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 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, (E) Executive purposefully or knowingly
makes (or has been found to have made) a false certification to the Company
pertaining to its financial statements, (F) by reason of any court or
administrative order, arbitration award or other ruling, Executive’s ability to
fully perform his duties as President and Chief Executive Officer or as a
member of the Board is materially impaired or (G) 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).  In the event that the Company
asserts that grounds exist for Termination for Cause, unless such grounds are
egregious and have caused the Company plain material harm, the Company shall so
notify Executive and within no less than 5 days, nor more than 15 days, afford
Executive a hearing before the Board or, if the Company is publicly traded, a
committee consisting of the independent directors of the Board, at the Board’s
option, regarding any disputed facts. 
The Board or the committee of the Board, as the case may be, shall make
a determination regarding the existence of Cause upon completion of any such
hearing; provided, however, that any determination that
Cause exists shall require an affirmative resolution of the Board of Directors
of the Company or the designated committee of the Board acted upon in
accordance with applicable Company By-laws and, if the Company is publicly
traded, concurred in by at least a majority of the independent directors (if
any) of the Board.  Notwithstanding the
foregoing, the Company shall be entitled to immediately and unilaterally
restrict or suspend Executive’s duties pending determination of the existence
of Cause.


 


(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


 


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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.


 


(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.


 


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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 failure of the Company or its
affiliates to fulfill its obligations under this Agreement (including without
limitation a reduction to the Base Salary, as increased from time to time) or
any agreement pursuant to which Executive holds or is granted equity in the
Company or its affiliates, (B) the failure to nominate Executive for
election to the Board, (C) a failure of Executive to be elected or
re-elected to membership on the Board resulting from the failure of the Company’s
majority stockholder (so long as such a majority stockholder exists) to vote
shares (other than with respect to shares acquired in a public offering)
entitled to vote for the election of directors of the Company held by them in
favor of election of Executive as a member of the Board, (D) the failure
of any successor to the business operations of the Company to assume the
obligations of the Company under this Agreement, (E) the primary business
office for Executive being relocated to any location which is more than 30
miles from the city limits of Parsippany, New Jersey, New York, New York or
Chicago, Illinois, (G) 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) a
material and sustained diminution to Executive’s duties and responsibilities; provided
that any of the events described in clauses (A) through (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


 


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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 Executive’s
continued compliance with the provisions of Sections 8 and 9, (x) an
amount equal to 299% multiplied by the sum of (i) Executive’s Base Salary
and (ii) Executive’s Target Bonus, payable within 60 days of the
applicable termination date and (y) the executive benefits provided for in
the General Release for a period equal to thirty-six months (or a lump sum
equivalent of such benefits); provided that the aggregate amount
described in this clause (C) shall be reduced 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


 


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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 12 (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.


 


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)


 


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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 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


 


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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 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


 


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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.


 


(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


 


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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 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.           Excess Parachute Excise Tax
Payments.


 


(a) If
it is determined (as hereafter provided) that any payment or distribution by
the Company to or for the benefit of Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Payment”),
would be subject to the excise tax imposed by Section 4999 of the Code (or
any successor provision thereto) by reason of being “contingent on a change in
ownership or control” of the Company, within the meaning of Section 280G
of the Code (or any successor provision thereto) or to any similar tax imposed
by state or local law, or any interest or penalties with respect to such excise
tax (such tax or taxes, together with any such interest and penalties, are
hereafter collectively referred to as the “Excise Tax”), then Executive
shall be entitled to receive an additional payment or payments (a “Gross-Up
Payment”) in an amount such that, after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any


 


11

















 


Excise Tax, imposed upon the
Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments; provided, however, if
Executive’s Payment is, when calculated on a net-after-tax basis, less than
$50,000 in excess of the amount of the Payment which could be paid to Executive
under Section 280G of the Code without causing the imposition of the
Excise Tax, then the Payment shall be limited to the largest amount payable (as
described above) without resulting in the imposition of any Excise Tax (such
amount, the “Capped Amount”).


 


(b) Subject
to the provisions of Section 11(a) hereof, all determinations
required to be made under this Section 11, including whether an Excise Tax
is payable by Executive and the amount of such Excise Tax and whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be
made by the nationally recognized firm of certified public accountants (the “Accounting
Firm”) used by the Company prior to the Change in Control (or, if such
Accounting Firm declines to serve, the Accounting Firm shall be a nationally
recognized firm of certified public accountants selected by Executive).  The Accounting Firm shall be directed by the
Company or Executive to submit its preliminary determination and detailed
supporting calculations to both the Company and Executive within 15 calendar
days after the Termination Date, if applicable, and any other such time or
times as may be requested by the Company or Executive.  If the Accounting Firm determines that any
Excise Tax is payable by Executive and that the criteria for reducing the
Payment to the Capped Amount (as described in Section 11(a) above) is
met, then the Company shall reduce the Payment by the amount which, based on
the Accounting Firm’s determination and calculations, would provide Executive
with the Capped Amount, and pay to Executive such reduced Payment.  If the Accounting Firm determines that an
Excise Tax is payable, without reduction pursuant to Section 11(a), above,
the Company shall pay the required Gross-Up Payment to, or for the benefit of,
Executive within five business days after receipt of such determination and
calculations.  If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall, at the same
time as it makes such determination, furnish Executive with an opinion that he
has substantial authority not to report any Excise Tax on his/her federal,
state, local income or other tax return. 
Any determination by the Accounting Firm as to the amount of the
Gross-Up Payment shall be binding upon the Company and Executive absent a
contrary determination by the Internal Revenue Services or a court of competent
jurisdiction; provided, however, that no such determination shall
eliminate or reduce the Company’s obligation to provide any Gross-Up Payment
that shall be due as a result of such contrary determination.  As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision
thereto) and the possibility of similar uncertainty regarding state or local
tax law at the time of any determination by the Accounting Firm hereunder, it
is possible that Gross-Up Payments that will not have been made by the Company
should have been made (an “Underpayment”), consistent with the
calculations required to be made hereunder. 
In the event that the Company exhausts or fails to pursue its remedies pursuant
to Section 11(a) hereof and Executive thereafter is required to make
a payment of any Excise Tax, Executive shall direct the Accounting Firm to
determine the amount of the Underpayment that has occurred and to submit its
determination and detailed supporting calculations to both the Company and
Executive as promptly as possible.  Any
such Underpayment shall be promptly


 


12

















 


paid by the Company to, or
for the benefit of, Executive within five business days after receipt of such
determination and calculations.


 


(c) The
Company and Executive shall each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or
Executive, as the case may be, reasonably requested by the Accounting Firm, and
otherwise cooperate with the Accounting Firm in connection with the preparation
and issuance of the determination contemplated by Section 11(a) hereof.


 


(d) The
federal, state and local income or other tax returns filed by Executive (or any
filing made by a consolidated tax group which includes the Company) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by Executive.  Executive shall make proper payment of the
amount of any Excise Tax, and at the request of the Company, provide to the
Company true and correct copies (with any amendments) of his/her federal income
tax return as filed with the Internal Revenue Service and corresponding state
and local tax returns, if relevant, as filed with the applicable taxing
authority, and such other documents reasonably requested by the Company,
evidencing such payment.  If prior to the
filing of Executive’s federal income tax return, or corresponding state or
local tax return, if relevant, the Accounting Firm determines that the amount
of the Gross-Up Payment should be reduced, Executive shall within five business
days pay to the Company the amount of such reduction.


 


(e) The
fees and expenses of the Accounting Firm for its services in connection with
the determinations and calculations contemplated by Sections 11(b) and (d) hereof
shall be borne by the Company.  If such
fees and expenses are initially advanced by Executive, the Company shall
reimburse Executive the full amount of such fees and expenses within five
business days after receipt from Executive of a statement therefor and
reasonable evidence of his/her payment thereof.


 


(f) In
the event that the Internal Revenue Service claims that any payment or benefit
received under this Agreement constitutes an “excess parachute payment,” within
the meaning of Section 280G(b)(1) of the Code, Executive shall notify
the Company in writing of such claim. 
Such notification shall be given as soon as practicable but no later
than 10 business days after Executive is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid. 
Executive shall not pay such claim prior to the expiration of the 30 day
period following the date on which Executive gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due).  If the
Company notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive shall (i) give the
Company any information reasonably requested by the Company relating to such
claim; (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company and reasonably satisfactory
to Executive; (iii) cooperate with the Company in good faith in order to
effectively contest such claim; and (iv) permit the Company to participate
in any proceedings


 


13

















 


relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and
expenses (including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
such contest and shall indemnify and hold Executive harmless, on an after-tax
basis, for and against any Excise Tax or other tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.


 


(g) The
Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct Executive to
pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to Executive on an interest-free basis, and shall indemnify
and hold Executive harmless, on an after-tax basis, from any Excise Tax or
other tax (including interest and penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and provided, further, that if Executive is
required to extend the statute of limitations to enable the Company to contest
such claim, Executive may limit this extension solely to such contested
amount.  The Company’s control of the
contest shall be limited to issues with respect to which a corporate deduction
would be disallowed pursuant to Section 280G of the Code and Executive
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.  In addition, no position may be taken nor any
final resolution be agreed to by the Company without Executive’s consent if
such position or resolution could reasonably be expected to adversely affect
Executive (including any other tax position of Executive unrelated to matters
covered hereby).


 


(h) If,
after the receipt by Executive of an amount advanced by the Company in
connection with the contest of the Excise Tax claim, Executive becomes entitled
to receive any refund with respect to such claim, Executive shall promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto); provided, however,
if the amount of that refund exceeds the amount advanced by the Company or it
is otherwise determined for any reason that additional amounts could be paid to
the Named Executive without incurring any Excise Tax, any such amount will be
promptly paid by the Company to the named Executive.  If, after the receipt by Executive of an
amount advanced by the Company in connection with an Excise Tax claim, a
determination is made that Executive shall not be entitled to any refund with
respect to such claim and the Company does not notify Executive in writing of
its intent to contest the denial of such refund prior to the expiration of 30
days after such determination, such advance shall be forgiven and shall not be
required to be repaid and shall be deemed to be in consideration for services
rendered after the date of the Termination.


 


14

















 


12.           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”), 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 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


 


15

















 


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 12(g); provided that neither the
Company nor any of its employees or representatives shall have any liability to
Executive with respect to 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
Partnership’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.


 


16

















 


(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”); provided, however that this
Agreement does not supersede any prior written agreements with Executive
regarding his housing allowance and related benefits.  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 12(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 10(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.


 


17

















 


(p) Public
Corporation.  Executive represents
that, as of the date of the filing of the particular financial statement or
other public filing referred to below, he had no knowledge of any accounting
irregularity with respect to, or any material misstatement or omission
contained in, any financial statement or other public filing made by any
publicly-traded corporation on whose board of directors Executive served as of
such date (each such corporation being referred to as a “Public Corporation”).


 


18

















 


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


 


 


	
   

  	
   

  	
  TRAVELPORT
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jo-Anne Kruse

  
	
   

  	
   

  	
  Name:  Jo-Anne
  Kruse

  
	
   

  	
   

  	
  Title:    Executive
  Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Jeff Clarke

  
	
   

  	
   

  	
  Jeff
  Clarke

  



 


19














 


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, 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:


 


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 


 


2

















 


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.


 


·                  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-


 


3

















 


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”) not to disparage
EXECUTIVE; provided, however, that the Company’s obligation under this
paragraph shall not be ongoing and will be fulfilled once the Company directs
the SLT not to disparage EXECUTIVE.


 


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


 


4

















 


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 [NAME OF STATE] 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
limitation the post-employment restrictive covenants contained in the
Employment Agreement and the Management Equity Award Agreements), which
agreements shall continue to apply in


 


5

















 


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 herself 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 determine that EXECUTIVE has engaged in 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 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 


 


6

















 


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
                     ,
        

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary
  Public

  	
   

  	
   

  



 


8

















 


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.


 


9

















 


SEVERANCE PAY (“Severance Pay”):


 


Pursuant
to and subject to Section 7(c)(iii)(C) of the Employment Agreement,
the Company will pay you an amount equal to 299% multiplied by the sum of (i) your
Base Salary and (ii) your Target Bonus.


 


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 thirty-six (36) 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.


 


INSURANCE
BENEFITS:


 


A
lump sum payment that, after applicable taxes and deductions, is equivalent to
the value of thirty-six (36) months of Company’s portion of the life insurance
program provided by the Company to you as of the date of this Agreement.  The amount of this payment will be determined
as of your Last Day of Employment and will be paid in a lump sum no later than
sixty (60) days after the Last Day of Employment.


 


FINANCIAL PLANNING BENEFITS:


 


Continued participation for thirty-six (36) months
following your Last Day of Employment. 
The Company shall gross-up any payments on such benefits that are
taxable to you.


 


10

















 


LAPTOP COMPUTER:


 


At your option, the sale to
you, on or about the time of your Last Day of Employment, of 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, (“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.


 


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), 


 


11

















 


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 12(g) of
the Employment Agreement, this Personal Statement of Termination Benefits is
intended to comply with the requirements of Section 409A of the Internal
Revenue Code (“Section 409A”) and regulations promulgated
thereunder.  To the extent that any provision in this agreement 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 shall not be
subject to an excise tax under Section 409A. Notwithstanding anything
contained in the agreement to the contrary, if necessary to comply with the
restriction in Section 409A(a)(2)(B) of the Code concerning payments
to “specified employees”, any payment on account of your separation from
service that would otherwise be due hereunder within six months after such
separation shall nonetheless be delayed until no later than the first full pay
period following the first business day of the seventh month following your
separation from service.  In addition, notwithstanding anything contained
herein to the contrary, you shall not be considered to have terminated
employment with the Company for purposes of causing any amount due under this
agreement 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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