Exhibit
10.96


Worldspan
Technologies Inc.

300 Galleria Parkway, N.W.

Atlanta, Georgia 30339


 


June 26, 2006


PERSONAL AND CONFIDENTIAL


Jeffrey C. Smith, Esq.

General Counsel, Secretary and

Senior Vice President Human Resources

c/o Worldspan, L.P.

300 Galleria Parkway, NW

Atlanta, Georgia  30339


Re:          Change of Control
Bonus Amendment


Dear Jeff:


Reference is made herein to the Employment Agreement
(the “Agreement”), dated March 8, 2004, among Worldspan Technologies
Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”),
Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”)
and you (the “Executive”). 
Pursuant to the terms of this letter agreement, Holding, the Company,
and the Executive agree to amend the provisions of the Agreement, effective as
of June 26, 2006, as set forth below. 
Unless otherwise defined herein, any capitalized terms shall have the
meanings as defined in the Agreement.


The Company recognizes that the possibility of a
Change of Control of Holding exists from time to time and that such
possibility, and the uncertainty, instability and questions raised may result
in the premature departure or significant distraction of key employees, such as
yourself.  You are a valued officer of
the Company, and the Company’s Board of Directors (the “Board”) wants
you to remain with the Company and continue to provide leadership until any
such transaction has been completed and to aid in the transition process of the
Company to any such successor.  More
importantly, we believe that your active participation in the Change of Control
process could have a substantial impact on the success of any such transaction.


Therefore, upon a Change of Control, provided that
either you remain an employee of the successor during a transition period or
that your employment is terminated by the successor without Cause during such
transition period, you will receive a bonus as more fully described below.  This Change
of Control Bonus Amendment (this “Amendment”) sets forth the terms under which you will receive such
bonus.









 



This Amendment
will remain in effect until June 30, 2008.  Notwithstanding the foregoing, if a Change of
Control shall have occurred on or before June 30, 2008, then, this Amendment
shall expire immediately following the payment of the Change of Control Bonus.


If a Change of Control
does not occur on or before June 30, 2008, this Amendment will terminate and will not be continued unless
expressly agreed to in writing by you and the Company.


For purposes of this Amendment,
Base Salary shall mean the annual base salary paid to you immediately prior to
the Change of Control.


Section 3 of the Agreement is hereby amended to add
the following provision:


“3. (c) Change of
Control Bonus 


Upon a Change of Control, the Executive shall receive
a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”),
provided that the Executive remains in the employ of the Companies or any
successor to the business of the Companies for a period of six months following
the Change of Control.  Notwithstanding
the foregoing, if, prior to the date which is six months after the Change of
Control (but after a Change of Control has occurred), (a) the Executive’s
employment with the successor to the Companies is terminated by the Companies
or any successor to the business of the Companies without Cause or (b) the
Executive terminates his employment with the Companies or any successor to the
business of the Companies for Good Reason, then the Executive shall immediately
receive the Change of Control Bonus.  If
the Executive’s employment with the Companies or any successor to the Companies
is terminated for any reason except as set forth in the prior sentence, prior
to the date which is six months after a Change of Control, the Executive shall
forfeit any entitlement to receive the Change of Control Bonus.  The Executive shall receive a lump sum
payment of the Change of Control Bonus within 7 business days following
satisfaction of the terms set forth above.”


Neither the Company or Holding or their stockholders
are under any obligation, express or implied, by virtue of this Amendment or
otherwise, to enter into any transaction at any time.


Except as otherwise provided in this Amendment, the
terms of the Agreement shall remain in full force and effect.


Please indicate your agreement with the foregoing by
signing both copies of this Amendment where indicated below and returning one
fully executed copy to me.  This letter
will then become an agreement between you and the Company.


We want to thank you again for the outstanding
contribution that you have made to the success of the Company, and we look
forward to your valuable assistance in a successful Change of Control
transaction.



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  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret K. Cassidy

  
	
   

  	
   

  	
  Margaret K. Cassidy

  
	
   

  	
   

  	
  Vice President, Associate General

  
	
   

  	
   

  	
  Counsel and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret K. Cassidy

  
	
   

  	
   

  	
  Margaret K. Cassidy

  
	
   

  	
   

  	
  Vice President, Associate General

  
	
   

  	
   

  	
  Counsel and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and
  Agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jeffrey C.
  Smith

  	
   

  	
   

  
	
  Jeffrey C. Smith

  	
   

  
				



 



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