EX-10.80



 Exhibit 10.80 

 
 



 
 February 15, 2013 
 Jeff Clarke 
 Re: Service as Non-Executive Chairman of Travelport Boards of
Directors 
 Dear Jeff: 
 This
Letter will set forth the amended terms of your service as Non-Executive Chairman on the Boards of Directors (collectively, the “Boards”) of TDS Investor (Cayman) G.P. Ltd. (“TDS Cayman”), Travelport Intermediate Limited
(“Travelport Intermediate”), Travelport Worldwide Limited (“Travelport Worldwide”), Travelport Holdings Limited (“Travelport Holdings”) and Travelport Limited (“Travelport Limited”), (TDS Cayman, Travelport
Intermediate, Travelport Worldwide, Travelport Holdings and Travelport Limited, collectively “Travelport” or the “Company”), effective February 15, 2013 (the “Effective Date”). For the avoidance of doubt, your
current service on the Boards shall continue through the Effective Date. 
 Term. You have agreed to serve on the Boards on the
terms set forth herein. Unless earlier terminated in accordance with this Letter, this arrangement shall be until May 15, 2013 (the “Termination Date”), at which time it shall automatically terminate unless extended by mutual
agreement of you and Travelport. 
 Fees. We anticipate that you will spend one day per week on work for the Company; provided,
however, that it is agreed that such services under this Letter shall not exceed 20% of the average level of services performed by you to the Company during the 36-month period immediately preceeding the termination of your prior employment with
Travelport Limited. Your duties will include attending meetings of the Boards and any committees thereof as well as other duties normally required of a non-executive chairman, as has been discussed with you in more detail. You will be entitled,
during the period of your service commencing on the Effective Date, to a fee for your services as a Non-Executive Chairman as determined by the shareholders in accordance with the bye-laws of the Company from time to time (the “Fee”). The
annual Fee is $350,000 as of the Effective Date (subject to change in accordance with the provisions of this Letter), to be paid quarterly in arrears by Travelport Limited or one of its subsidiaries, which will be prorated for any partial quarter of
service. For the period from January 1, 2013 to February 14, 2013, you will continue to be paid the Annual Fee based on the rate set forth in the February 15, 2012 Letter between you and the Company (the “Prior Letter”), but
will not be eligible for a bonus under the Prior Letter or otherwise for 2013 but remain eligible for a bonus for 2012 in accordance with the terms of the Prior Letter. The Fee will be reviewed as determined in accordance with the constitutional
documents of the Company from time to time. This Letter, and the Fee under it, shall also cover your service as a member of the Audit, Compensation and Executive Committees of Travelport Limited. 

Independent Contractor. You acknowledge and agree that you will be an independent contractor and not an employee of the Company or their
affiliates. The Company and their affiliates shall provide no worker’s compensation, health or accident insurance to cover you. The Company and their affiliates shall not pay contributions to social security, unemployment insurance, federal or
state withholding taxes, nor provide any other contributions or benefits that might be expected in an employer-employee relationship. 

  
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 Prior Agreements; Other Agreements. You represent and affirm that you do not
have any non-competition, confidentiality, restrictive covenant or other similar agreement or contract that will or may restrict or limit in any way your ability to perform the duties on the Boards. Except as expressly set forth herein, this Letter
contains the entire agreement between you and the Company, and fully supersedes any written or oral prior agreements, including without limitation the Prior Letter. For the avoidance of doubt, this letter does not amend or replace the
February 14, 2012 Agreement and General Release among you, Travelport Limited and Travelport, LP or the definitive documentation regarding your equity holdings in TDS Investor (Cayman) L.P. and Travelport Worldwide, which remain in full force
and effect as written. 
 Expenses; Equipment. Travelport Limited or one if its subsidiaries shall reimburse you for all
reasonable and properly documented expenses that you incur in performing your duties pursuant to this Letter. In addition, during your term as Non-Executive Chairman, Travelport will provide you with suitable administrative support and equipment
(e.g. laptop and related equipment). 
 Termination. In the event that your services on the Boards are no longer needed
prior to May 15, 2013, you will be notified by us in writing of the date on which your appointments will terminate (also the “Termination Date”). In the event of a notification of a Termination Date, Travelport Limited or one of its
subsidiaries shall pay you any pro-rata fee for the period up to the Termination Date, plus any unpaid fee for the prior quarter of service. You may terminate your appointment by notifying the Company in writing of the date will cease to be a
director on the Boards (also the “Termination Date”), in which case Travelport Limited or one of its subsidiaries shall pay you any pro-rata fee for the period up to the Termination Date, plus any unpaid fee for the prior quarter of
service. In the event of a termination by you or the Company, Travelport Limited or one of its subsidiaries shall also reimburse you for all reasonable and properly documented expenses that you have incurred in performing your duties pursuant to
this Letter through the Termination Date. By the Termination Date or immediately thereafter, you will return all property and records of the Company and their affiliates, whether electronic or paper based and including without limitation any copies
thereof, to the Company. 
 Corporate Governance. You acknowledge and agree that the powers and duties of a Director of the
Company are set out in the Company’s bye-laws or articles, as the case may be, and are also imposed by applicable law and that apart from his statutory duties, the Director is also subject to a fiduciary duty to exercise his powers in good
faith and in a manner most likely to promote the best interests of the Company. You will also be required to avoid conflicts of interest during your services to the Company and to adhere to Travelport’s Securities Trading Policy. 

If you agree with the terms of this Letter, please would you countersign below the enclosed copy of this Letter and return it to me to indicate your
agreement with this Letter. Please do not hesitate to contact me with any questions or if I may assist you in any way. 

  
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	 Very truly yours,

	
	TDS Investor (Cayman) G.P. Ltd.
	
	 /s/ Eric Bock

	 By: Eric J. Bock

	Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer
	
	 Travelport Intermediate Limited

	
	 /s/ Eric Bock

	 By: Eric J. Bock

	Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer
	
	 Travelport Worldwide Limited

	
	 /s/ Eric Bock

	 By: Eric J. Bock

	Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer
	
	 Travelport Holdings Limited

	
	 /s/ Eric Bock

	 By: Eric J. Bock

	Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer
	
	 Travelport Limited

	
	 /s/ Eric Bock

	 By: Eric J. Bock

	Its: Executive Vice President, Chief Legal Officer and Chief Administrative Officer
	
	 Acknowledged and agreed:

	
	 /s/ Jeff Clarke

	 Jeff Clarke


 cc: 
 Gordon Wilson, President and CEO 
 Terry Conley, EVP and Special Advisor


  
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