Exhibit 10.1
 MANAGEMENT EQUITY AWARD AGREEMENT  (Restricted Equity Units)
 Agreement  Partnership  Executive
 RECITALS
 Plan
 Company
  SECTION 1
 DEFINITIONS
 Definitions .
 Agreement Introduction
 Board
 Cause Cause




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Company Recitals
 Constructive Termination Constructive Termination provided th
 Disability Disability
 Effective Date
 Exchange Act
 Executive Introduction
 2




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Other Documents
 Partnership Introduction
 Partnership Agreement
 Retirement
 Travelport EBITDA
 Unvested Restricted Equity Units
 Vested Restricted Equity Units
 SECTION 2
 GRANT OF RESTRICTED EQUITY UNITS
 Restricted Equity Units Restricted Equity Unit
 SECTION 3
 VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION
 Vesting Schedule
 3




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i.e.,
 e.g.
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5




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ths
  Transfer Prohibited
 Delivery of Class A-2 Interests
    Termination of Restricted Equity Units
 6




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Partnership Agreement; Call Rights No-Call Period
 SECTION 4
 DISTRIBUTION EQUIVALENT RIGHTS
 Payments and Allocations upon Distributions Notional Account
 Additional Payments upon Vesting Unvested Distribution Equivalent Payment
 Adjustments to Hypothetical Capital Contribution
 7




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Withholding
 SECTION 5
 NON-COMPETITION AND CONFIDENTIALITY
 Non-Competition.
 Restricted Period
 Competitor
 8




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Client
  Key
Person
 Supplier
 9




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Proprietary Interest
    Confidentiality
  10




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Confidential Information
 Confidential Information provided
 provided
  
 5.3. Intellectual Property. Works Prior Works
 11




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Company
Works
    Specific Performance
 12




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Survival
 SECTION 6
 MISCELLANEOUS
 Tax Issues THE COMPANY MAKES NO WARRANTIES OR
REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVES RECEIPT OF
THE RESTRICTED EQUITY UNITS AND/OR CLASS A-2 INTERESTS OR THIS AGREEMENT
 Legal Entitlement .
   Employment of Executive
 13




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Equitable Adjustments Adjustment
Events
 Calculation of Benefits
 Setoff
 Remedies .
   14




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Waivers and Amendments
 Governing Law
 CONSENT TO JURISDICTION .
 EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ALL STATE AND
FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO
WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES
IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY
ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY
SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED
ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET
FORTH IN THIS SECTION 6.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN
ACCORDANCE WITH THE PROVISIONS HEREOF.
 EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO
VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN
ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER
IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.
 Waiver of Jury Trial
 Successors and Assigns
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Entire Agreement
 Notices
  th
   No Third Party Beneficiaries
 Agreement Subject to Partnership Agreement and Plan
 16




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Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts;
Facsimile .
      17




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COMPANY:
TDS Investor (Cayman) L.P.By:
    TDS Investor (Cayman) GP Ltd.,its general partnerBy:Name:Title:EXECUTIVE: Address:Telephone No.Fax No.WWID:Number of Restricted Equity Units: