Exhibit
10.97


EMPLOYMENT
AGREEMENT


This Employment
Agreement is dated as of August 29, 2003 (the “Agreement”),
and is between Worldspan, L.P., a limited partnership organized and existing
under the laws of Delaware (the “Company”),
Travel Transaction Processing Corporation, a corporation organized and existing
under the laws of Delaware (“Holding”),
and David Lauderdale (the “Executive”).


W
I  T  N  E  S  S  E  T  H
:


WHEREAS, Executive is currently serving as a senior
vice president of the Company;


WHEREAS, Executive and the Company are parties to that
certain letter agreement dated March 1, 2001, as revised on February 18, 2003
and July 3, 2003 (the “Old Agreements”);


WHEREAS, Holding (together with its subsidiaries)
acquired the Company on June 30, 2003 in a transaction that constituted a “change-in-control”
under the Old Agreements;


WHEREAS, simultaneously with the execution of this
Agreement, Executive is acquiring an equity interest in Holding;


WHEREAS, Holding, the Company and Executive desire for
Executive to continue on the management team of the Company, in each case, on
the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is hereby agreed by and between Holding,
the Company and the Executive as follows:


1.             Agreement to Employ; No
Conflicts.  Upon the terms and
subject to the conditions of this Agreement, the Company hereby agrees to
continue to employ the Executive, and the Executive hereby agrees to continue
as an employee of the Company, in each case, as of January 1, 2004 (the “Effective Date”).  Upon the execution of this Agreement by
Executive and Company, neither party may rescind its agreement to be bound
hereby.  The Executive represents that (i)
he is entering into this Agreement voluntarily and that his employment
hereunder and compliance with the terms and conditions hereof will not conflict
with or result in the breach by him of any agreement to which he is a party or
by which he may be bound, (ii) he has not violated, and in connection
with his employment with the Company will not violate, any non-solicitation,
non-competition or other similar covenant or agreement by which he is or may be
bound and (iii) in connection with his employment with the









 



Company he will not use
any confidential or proprietary information he may have obtained in connection
with employment with any prior employer.


2.     Term; Positions and
Responsibilities.  (a)  Term. 
Unless the Executive’s employment shall sooner terminate pursuant to
Section 7, the Company shall employ the Executive hereunder for a term
commencing on the Effective Date, and continuing until the second anniversary
of the Effective Date.  Thereafter, the
term of employment under this Agreement will automatically renew for successive
and consecutive one year periods following the end of its initial term and any
extended term, unless the Company or the Executive gives the other party
written notice at least 90 days prior to the date the term hereof would
otherwise renew that it or he does not want the term to be so extended.  The period during which the Executive is
employed pursuant to this Agreement shall be referred to as the “Employment Period.”


(b)   Position and Responsibilities.  During the Employment Period, the Executive
shall serve as a senior vice president of the Company or in a comparably titled
position.  The Executive shall have such
duties and responsibilities as are customarily assigned to individuals serving
in such position, and such other duties consistent with the Executive’s title
and position as the Company specifies from time to time.


(c)   Business Time. 
During the Employment Period, the Executive agrees to devote his full
attention during normal business hours to the business and affairs of the
Company and to use his best efforts to perform faithfully and efficiently the
responsibilities assigned to him hereunder, to the extent necessary to
discharge such responsibilities, except for periods of vacation, sick leave and
other time off to which he is entitled and other activities specifically
approved by the Company.


3.     Compensation.  (a)  Base
Salary.  As compensation for the
services to be performed by the Executive during the Employment Period, the
Company shall pay the Executive a base salary at the annualized rate as in
effect on the date hereof, payable in installments on the Company’s regular
payroll dates (but no less frequently than monthly); provided, however, that
such base salary shall be subject to decrease in accordance with broad-based
employee salary reduction programs instituted by the Company from time to
time.  Holding’s Board (the “Board”)
shall review the Executive’s base salary annually during the Employment Period
and, in its sole discretion, may increase such base salary from time to
time.  The annual base salary payable to
the Executive under this Section 3(a), as the same may be decreased or
increased from time to time, shall hereinafter be referred to as the “Base Salary.”


(b)   Performance Bonus. 
During the Employment Period, in addition to the Base Salary, the
Executive shall be eligible to participate in performance bonus plans that the
Company provides to other senior executives from time to time.


4.     Equity Arrangements.  On the Effective Date, the Executive is
acquiring equity securities of Holding on the terms and conditions set forth in
(i) the terms of the Holding stock incentive plan adopted on June 30,
2003 (as amended from time to time, the “Stock Incentive Plan”),
(ii) a restricted stock subscription agreement to be entered into by the



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Executive and
Holding, (iii) the stockholders’ agreement (as amended from time to
time, the “Stockholders Agreement”)
entered into on June 30, 2003 by Citigroup Venture Capital Equity Partners,
L.P., a limited partnership organized under the laws of Delaware (“CVC”), Ontario Teachers’ Pension
Plan Board, a corporation without share capital organized under the laws of
Ontario, Canada (“OTPP”), and
certain other stockholders and (iv) a registration rights agreement
entered into on June 30, 2003 by Holding, CVC, OTPP, and certain stockholders
of Holding, as it may be amended from time to time.  Copies of such agreements have been provided
to the Executive.


5.     Employee Benefits.  During the Employment Period, the Executive
(and, to the extent applicable, his eligible family members and dependents)
shall be eligible to participate in or be covered under all medical, dental,
hospitalization, group life insurance, short term disability, long term
disability, and other employee welfare benefit plans that the Company provides
to all of its United States senior executives (collectively, “Group Insurance Plans”).  The Executive shall also be eligible to
participate in any qualified and non-qualified pension plans and deferred
compensation plans that the Company provides to all of its United States senior
executives (or be provided benefits equivalent to what he would receive under
such plans); provided, however, that the Executive shall not be entitled to
participate in the Worldspan Employees’ Pension Plan except as expressly
permitted thereunder.


6.     Perquisites and Expenses.  (a)  General.  During the Employment Period, the Executive
shall be eligible to participate in any special benefit or perquisite program
provided by the Company (not including any such benefits or perquisites which
are available to employees solely as a result of their prior employment with
Delta Airlines, Northwest Airlines or TWA) available from time to time to all
of the United States senior executives of the Company on the terms and conditions
then prevailing under such program.


(b)   Business Travel, Lodging, etc.  The Company shall reimburse the Executive for
reasonable travel, lodging, meals, business-related entertainment, and other
reasonable expenses incurred by him in connection with his performance of
services hereunder, upon submission of evidence, satisfactory to the Company,
of the incurrence and purpose of each such expense and otherwise in accordance
with the Company’s expense substantiation policy applicable to its United
States senior executives (including any policy applicable to United States
employees in general) as in effect from time to time (the “Expense Policy”).


(c)   Vacation.  During the
Employment Period, the Executive shall be entitled to paid vacation and sick
leave in accordance with the Company’s policies for its senior executives
(including any policies applicable to United States employees in general) as in
effect from time to time.


7.     Termination.  (a)  Death
and Disability.  Executive’s
employment shall terminate automatically upon the Executive’s death and may be
terminated by the Company following the Executive’s Disability.  For purposes of this Agreement, “Disability” shall mean any physical
or mental ailment or incapacity, as determined in good faith by a licensed
physician designated by the Company, which (i) constitutes a long-term
disability under the Company’s long-term disability policies or (ii)
which is expected to be permanent.



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(b)   Termination by the Company. 
The Company may terminate the Executive’s employment with or without
Cause.  For purposes of this Agreement, “Cause” means (i) the Executive’s
conviction of a felony involving moral turpitude that results in harm to the
Company or its affiliates, (ii) a judicial determination that the
Executive committed fraud, misappropriation, or embezzlement against any
Person, or (iii) the Executive’s breach of any terms of this Agreement
or willful or gross and repeated neglect or misconduct in the performance of
his duties under Section 2(b) hereof, provided that in the case of the
preceding clause (iii), the Company shall first have given the Executive
written notice identifying the Executive’s breach, neglect or misconduct, and
the Executive shall have failed to satisfactorily cure (as determined in good
faith by the Company) such breach, neglect, or misconduct within 15 days after
receiving such written notice from the Company.


(c)   Termination by Executive. 
The Executive may terminate his employment at any time with or without
Good Reason.  For purposes of this
Agreement, “Good Reason”
means any of the following actions by the Company without the Executive’s
written consent:


(A)          The failure by the Company or Holding
to elect the Executive to the position set forth in the first sentence of
Section 2(b) or the removal of the Executive from any such position;


(B)           A reduction in the Executive’s Base
Salary or Performance Bonus opportunity (other than as provided in Section 3);
or


(C)           The failure of the Company to obtain
the assumption in writing of its obligation to perform this Agreement by any
successor as contemplated by Section 10(b);


provided that the Executive shall have first delivered
a written notice to the Company of his intention to terminate his employment
for Good Reason within 30 days of having actual knowledge of such act or acts
or failure or failures to act and such notice stating in detail the particular
act or acts or failure or failures to act that constitute the grounds on which
the proposed termination for Good Reason is based, and the Company shall have
failed to cure such breach, act, failure or conduct within 30 days after
receiving such written notice from the Executive.


(d)   Notice of Termination. 
Any termination of Executive’s employment by the Company for Cause or
without Cause and any termination by the Executive for Good Reason or without
Good Reason shall be communicated by written notice (a “Notice of Termination”) given in
accordance with Section 11(e) hereof specifying the applicable termination
provision in this Agreement relied upon.


(e)   Date of Termination. 
For the purpose of this Agreement, the term “Date of Termination” means (i)
in the case of a termination for which a Notice of Termination is required, the
date specified in such Notice of Termination (or, if later, the expiration of
any applicable cure or notice period) and (ii) in all other cases, the
actual date on which the Executive’s employment terminates during the
Employment Period.



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(f)    Resignation upon Termination.  Effective as of any Date of Termination under
this Section 7 or as of such earlier date as the Company may request following
the receipt or delivery of a Notice of Termination, the Executive shall resign,
in writing, from all positions then held by him with Holding, the Company and
their subsidiaries, and hereby authorizes the Company to execute on his behalf
any and all instruments of resignation necessary to effect the foregoing.


8.     Obligations of the
Company upon Termination.  (a)  General.  If the Executive’s employment is terminated
for any reason during the Employment Period, the Executive shall be entitled to
receive (i) the Executive’s full Base Salary earned and accrued through
the Date of Termination (the “Earned Salary”)
and (ii) any vested amounts or benefits owing to the Executive under or
in accordance with the terms and conditions of this Agreement and the Company’s
otherwise applicable employee benefit plans and programs, including any
compensation previously deferred by the Executive (together with any accrued
earnings thereon) and not yet paid by the Company and any accrued vacation pay
not yet paid by the Company (the “Accrued Obligations”).  Any Earned Salary shall be paid in cash in a
single lump sum as soon as practicable, but in no event more than 30 days,
following the Date of Termination (or at such earlier date required by law) and
Accrued Obligations shall be paid in accordance with the terms of this
Agreement and the applicable plan, program or arrangement.


(b)   Death or Disability. 
If the Executive’s employment is terminated during the Employment Period
by reason of the Executive’s death or Disability, the Executive (or the
Executive’s beneficiaries or legal representatives under this Agreement) shall,
in addition to the amounts provided in Section 8(a), be entitled to receive (i)
any benefits payable due to the Executive’s death or Disability under this
Agreement and the Company’s plans, policies or programs (the “Additional Benefits”), (ii) a
pro-rata portion of any performance bonus or similar incentive compensation
arrangement in effect on the Date of Termination (the “Prorated Performance Bonus”) equal to
the target bonus for the year in which the Executive’s Employment is terminated
(the “Partial Year”)
multiplied by a fraction, the numerator of which is equal to the number of days
the Executive was employed by the Company during the Partial Year and the
denominator of which is 365, and (iii) but without duplication,
continued participation in the Group Insurance Plans on the same terms as such
plans are being provided to all of the Company’s United States senior
executives for a period of 18 months (or such longer period as is provided in
such plans) following the Date of Termination for the Executive, his spouse and
his dependents, as applicable.  Additional
Benefits shall be paid in accordance with the terms of this Agreement and the
applicable plan, policy or program.  The
Prorated Performance Bonus shall be paid in cash in a single lump sum as soon
as practicable, but in no event more than 30 days following the Date of
Termination (or at such earlier date required by law).


(c)   Termination by the Company other than for Cause or by the
Executive for Good Reason.  Subject
to the provisions of Section 8(e), if, during the Employment Period, the
Company terminates the Executive’s employment other than for Cause or the
Executive terminates his employment for Good Reason (each such termination an “Involuntary Termination”), the
Executive shall, in addition to the amounts provided in Section 8(a), be
entitled to receive (i) continuation of the Executive’s Base Salary in
effect at the Date of



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Termination (the “Continued Salary”) for a period
beginning on the Date of Termination and ending 18 months later (the “Continuation Period”); and (ii)
continued participation in the group life insurance and group medical and
dental plans for the Executive, his spouse and his dependents, as applicable,
on the same terms as such plans are being provided to all of the Company’s
United States senior executives during the Continuation Period (or such longer
period as is provided in such plans) and subject to the payment of the
applicable monthly premiums paid by active senior executives for the same
coverage.


The Continued Salary shall be payable in accordance
with Section 3(a) as if the Executive remained a senior executive of the
Company, or at the Company’s discretion, may be paid in a single lump sum not
more than thirty days following the Date of Termination.


(d)   Termination Following a Change of Control.


(i)           Subject
to the provisions of Section 8(e), if, during the Employment Period there is a
Change of Control (as defined below), and the Executive incurs an Involuntary
Termination prior to the first anniversary of a Change in Control, the
Executive shall, in addition to the amounts provided in Section 8(a), but in
lieu of any other payments he may otherwise be entitled to under Section 8 of
this Agreement, be entitled to receive (i) the Prorated Performance
Bonus, (ii) a cash amount equal to one and one half (1.5) times the sum
of (A) the Executive’s Base Salary in effect on the Date of Termination
and (B) the Incentive Bonus, if any, paid in the year immediately
preceding the year in which the Date of Termination occurs (the aggregate
amount being the “Severance Payment”),
and (iii) continued participation in the group life insurance and group
medical and dental plans on the same terms as such plans are being provided to
all of the Company’s United States senior executives during the Continuation
Period (or such longer period as is provided in such plans) for the Executive,
his spouse, and his dependents, as applicable and subject to the payment of the
applicable monthly premiums paid by active senior executives for the same
coverage.


Any Prorated
Performance Bonus shall be paid in cash in a single lump sum as soon as
practicable, but in no event more than 14 days following the Date of
Termination (or at such earlier date required by law).  The Severance Payment shall be paid within 14
days of the Date of Termination.


(ii)          For
purposes of this Agreement, a “Change of
Control” shall be deemed to have occurred if:


(A)          any person (within the meaning of
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than CVC, OTPP,
or any of their Affiliates or Qualified Transferees (as such terms are defined
in the Stockholders Agreement), including any group (within the meaning of Rule
13d-5(b) under the Exchange Act)), acquires “beneficial ownership” (within the
meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Holding representing more than 50% of



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the combined
Voting Power (as defined below) of Holding’s securities;


(B)           at any time after an initial public offering
of the common stock of Holding, a majority of the members of the Board or of
the board of directors of any successor to Holding are not “Continuing
Directors” where “Continuing
Director” means, as of
any date of determination, any member of the Board or of the board of such
successor who (x) was a member of the Board or such successor board 24 months
prior to the date of determination; (y) was nominated for election or elected
to the Board or such successor board with the approval of a majority of the
Continuing Directors in office at the time of such nomination or election; or
(z) was designated to serve on the Board or such successor board by CVC or OTPP
pursuant to the Stockholder’s Agreement;


(C)           the stockholders of Holding, if at
the time in question Holding is a stock company, approve a merger,
consolidation, share exchange, division, sale or other disposition of all or
substantially all of the assets of Holding (a “Corporate Event”), and immediately following the
consummation of which the stockholders of Holding immediately prior to such
Corporate Event do not hold, directly or indirectly, a majority of the Voting
Power of (x) in the case of a merger or consolidation, the surviving or
resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a division or a sale or
other disposition of assets, each surviving, resulting or acquiring corporation
which, immediately following the relevant Corporate Event, holds more than 50%
of the consolidated assets of Holding immediately prior to such Corporate
Event; or


(D)          any other event occurs which the Board
declares to be a Change of Control.


Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred (a)
merely as a result of an underwritten offering of the equity securities of
Holding where no Person (including any group (within the meaning of Rule
13d-5(b) under the Exchange Act)) acquires more than 50% of the beneficial
ownership interests in such securities.


For purposes of
this Section 8(d)(ii), a specified percentage of “Voting
Power” of a company shall mean such number of the Voting
Securities as shall enable the holders thereof to cast such percentage of all
the votes which could be cast in an annual election of directors and “Voting Securities” shall mean all
securities of a company entitling the holders thereof to vote in an annual
election of directors.


(e)   Release.  The
Executive’s receipt of the benefits described in Sections 8(c) and 8(d) is
conditioned on the Executive first executing and delivering to the Company a
general release of all claims against the Company in substantially the form
attached hereto as Exhibit



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A.  The
Company’s obligation to make any of the payments and extended benefits
described in Sections 8(c) or 8(d) that are in addition to the payments
provided in Section 8(a) shall immediately cease, and the Executive shall
immediately return any such post-termination payments from the Company should
the Company determine in good faith that the Executive has materially violated
the confidentiality, ownership of developments, non-competition, or
non-solicitation provisions contained in Section 9 of this Agreement.


(f)    Discharge of the Company’s Obligations.  The amounts payable to the Executive pursuant
to this Section 8 following termination of his employment shall be in full and
complete satisfaction of the Executive’s rights under this Agreement and any
other claims he may have in respect of his employment by Holding or the Company
or any of their affiliates, other than rights arising under any other
agreement, plan, program or arrangement to which the Executive is a party or is
covered, including but not limited to those referred to in Section 4 of this
Agreement.  Such amounts shall constitute
liquidated damages with respect to any and all such rights and claims based on
provisions of this Agreement and the Executive’s employment with the Company
and, upon the Executive’s receipt of such amounts, the Company shall be fully
released and discharged from any and all liability to the Executive in
connection with this Agreement or otherwise in connection with the Executive’s
employment with the Company and its subsidiaries, other than as excepted above.


9.     Restrictive Covenants.  (a)  Confidentiality.  In view of the fact that the Executive’s work
for the Company will bring him into close contact with many confidential
affairs of the Company, information not readily available to the public, and
also the Company’s plans for further developments and activities, the Executive
agrees during the Employment Period and thereafter to keep and retain in the strictest
confidence all confidential matters (“Confidential Information”)
of the Company and its affiliates, including, but not limited to, “know how,”
financial information or plans; track records and other performance data; sales
and marketing information or plans; business or strategic plans; salary, bonus
or other personnel information; information concerning new or potential
products or markets; information concerning new or potential investors,
customers, clients or shareholders; trade secrets; pricing policies;
operational methods; technical processes; computer code; formulae, inventions
and research projects; and other business affairs of the Company and its
affiliates, that the Executive may develop or learn in the course of his
employment, and not to disclose them to anyone outside of the Company, either
during or after his employment with the Company, except (A) in good
faith, in the course of performing his duties under this Agreement, (B)
with the Company’s express written consent (it being understood that
Confidential Information shall not be deemed to include any information that is
publicly disclosed by the Company) or (C) to the extent disclosure is
compelled by a court of competent jurisdiction, arbitrator, agency or other
tribunal or investigative body in accordance with any applicable statute, rule
or regulation (but only to the extent any such disclosure is compelled, and no
further).  On the occasion of the
Executive’s termination as an employee of the Company, or at any time the
Company may so request, the Executive will return to the Company all tangible
embodiments (in whatever medium) relating to Confidential Information that he
may then possess or have under his control.


(b)   Ownership of Developments. 
The Executive agrees that the Company shall own all right, title and
interest (including patent rights, copyrights, trade secret rights, mask



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work rights and other rights throughout the
world) in any inventions, works of authorship, mask works, ideas or information
made or conceived or reduced to practice, in whole or in part, by the Executive
(either alone or with others) during the Employment Period (collectively “Developments”); provided that the
Company shall not own Developments for which no equipment, supplies, facility
or Confidential Information of the Company was used, and which were developed
entirely on the Executive’s time and do not relate to the business of the
Company.  Subject to the foregoing, the
Executive will promptly and fully disclose to the Company, or any persons designated
by it, any and all Developments made or conceived or reduced to practice or
learned by the Executive, either alone or jointly with others during the
Employment Period.  The Executive hereby
assigns all right, title and interest in and to any and all of these
Developments to the Company.  The
Executive shall further assist the Company, at the Company’s expense, to
further evidence, record and perfect such assignments, and to perfect, obtain,
maintain, enforce, and defend any rights specified to be so owned or
assigned.  The Executive hereby
irrevocably designates and appoints the Company and its agents as
attorneys-in-fact to act for and on the Executive’s behalf to execute and file
any document and to do all other lawfully permitted acts to further the
purposes of the foregoing with the same legal force and effect as if executed
by the Executive.  In addition, and not
in contravention of any of the foregoing, the Executive acknowledges that all
original works of authorship which are made by him (solely or jointly with
others) within the scope of the employment relationship and which are
protectable by copyright are “works made for hire,” as that term is defined in
the United States Copyright Act (17 USCA, § 101).


(c)   Non-Competition. 
During the Employment Period and the Continuation Period, the Executive
shall not, except with the prior written consent of the Board, directly or
indirectly, own any interest in, operate, join, control or participate as a
partner, director, principal, officer, or agent of, enter into the employment
of, act as a consultant to, or perform any services for any entity listed on
Appendix A or any affiliate or successor thereof or any other entities as the
Company and the Executive shall agree from time to time.


(d)   Non-Solicitation of Employees.  During the Employment Period and the
Continuation Period, the Executive shall not, directly or indirectly, for the
Executive’s own account or for the account of any other natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity (each, a “Person”) in any jurisdiction in which
the Company or any of its affiliates has commenced or has made plans to
commence operations during the Employment Period, (i) solicit for
employment, employ, engage to perform services or otherwise interfere with the
relationship of the Company or any of its affiliates with any natural person
throughout the world who is or was employed by or otherwise engaged to perform
services for the Company or any of its affiliates at any time during the
Employment Period (in the case of any such activity during such time) or during
the twelve-month period preceding such solicitation, employment or interference
(in the case of any such activity after the Date of Termination or otherwise as
of the date of Executive’s termination of employment with Company), other than
any such solicitation or employment on behalf of the Company or any of its
affiliates during the Employment Period, or (ii) induce any employee of
the Company or any of its affiliates who is a member of management to engage in
any activity which the



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Executive is prohibited from engaging in under any of the paragraphs of
this Section 9 or to terminate his or her employment with the Company.


(e)   Non-Disparagement.  During the Employment Period and the
Continuation Period, the Executive shall not take any action or make any
statement that disparages or criticizes Company or any of its affiliates.


(f)    Injunctive
Relief with Respect to Covenants; Certain Acknowledgements and Agreements.


(i)           The Executive
acknowledges and agrees that the covenants and obligations of the Executive
with respect to confidentiality, ownership of developments, non-competition,
non-disparagement, and non-solicitation relate to special, unique, and
extraordinary matter and that a violation of any of the terms of such covenants
and obligations will cause the Company irreparable injury for which adequate
remedies are not available at law. 
Therefore, the Executive agrees that the Company shall be entitled to an
injunction, restraining order, or such other equitable relief (without the requirement
to post bond) as a court of competent jurisdiction may deem necessary or
appropriate to restrain the Executive from committing any violation of the
covenants and obligations referred to in this Section 9.  These injunctive remedies are cumulative and
in addition to any other rights and remedies the Company may have at law or in
equity.


(ii)          If any court of
competent jurisdiction shall at any time determine that, but for the provisions
of this paragraph, any part of this Agreement is illegal, void as against
public policy or otherwise unenforceable, the relevant part will automatically
be amended to the extent necessary to make it sufficiently narrow in scope,
time and geographic area to be legally enforceable.  All other terms will remain in full force and
effect.


(iii)         The Executive
acknowledges and agrees that the Executive will have a prominent role in the
management of the business, and the development of the goodwill, of the Company
and its affiliates and will establish and develop relations and contacts with
the principal customers and suppliers of the Company and its affiliates in the
United States of America and the rest of the world, all of which constitute
valuable goodwill of, and could be used by the Executive to harm, the Company
and its affiliates and that (i) in the course of his employment with the
Company, the Executive will obtain Confidential Information that could be used
to compete unfairly with the Company and its affiliates, (ii) the
covenants and restrictions contained in Section 9 are intended to protect the
legitimate interests of the Company and its affiliates in their respective
goodwill, trade secrets and other confidential and proprietary information, (iii)
the Executive desires to be bound by such covenants and restrictions, and (iv)
the Executive represents that his economic means and circumstances are such
that the provisions of this Agreement, including the restrictive covenants in
Section 9, will not prevent him from providing for himself and his family on a
basis satisfactory to him and them.


10.   Successors.  (a) 
This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive
otherwise than by



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will or the laws of
descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executive’s legal
representatives.


(b)   This
Agreement shall inure to the benefit of and be binding upon Holding, the
Company and its successors, including any successor to all or substantially all
of the business and/or assets of the Company, whether direct or indirect, by
purchase, merger, consolidation, acquisition of ownership interests, or
otherwise.  The Company shall require any
such successor to expressly acknowledge and agree in writing to assume the
Company’s obligations hereunder


11.   Miscellaneous.  (a)  Applicable
Law and Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Georgia, applied without reference to principles of conflict of laws.  Subject to Section 11(b), in any action or
proceeding brought with respect to or in connection with this Agreement, the
Company and the Executive both hereby irrevocably agree to submit to the jurisdiction
and venue of the courts of the State of Georgia, and both parties consent to
receive service of process in the State of Georgia.  Subject to Section 11(b), the Company and the
Executive both agree that any action or proceeding in connection with this
Agreement shall be brought exclusively in a United States court located in the
State of Georgia.


(b)   Arbitration.  Except to the extent provided in Section
9(f), any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration.  The arbitration shall be held in Atlanta and
except to the extent inconsistent with this Agreement, shall be conducted in
accordance with the Expedited Employment Arbitration Rules of the American
Arbitration Association then in effect at the time of the arbitration (or such
other rules as the parties may agree to in writing), and otherwise in
accordance with principles which would be applied by a court of law or
equity.  The arbitrator shall be
acceptable to both the Company and the Executive.  If the parties cannot agree on an acceptable
arbitrator, the dispute shall be heard by a panel of three arbitrators, one
appointed by each of the parties and the third appointed by the other two
arbitrators.  The Company and the Executive
agree that arbitration costs shall be borne by the losing party.


(c)   Amendments.  This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


(d)   Termination
of Old Agreements; Entire Agreement. 
Executive and the Company acknowledge and agree that effective as of the
Effective Date, the Old Agreements (and all agreements and side letters
associated therewith) are hereby terminated and of no further force and effect
and neither party has any rights thereunder except Executive’s rights to
receive accrued and unpaid salary in connection with his employment thereunder
and any other vested benefits in accordance with the Company’s benefit
plans.  This Agreement, together with the
stock subscription agreement, the stockholders’ agreement and the stock
incentive plan referred to in Section 4, constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein;
provided, however, that the Terms of Employment set forth in the Employee
Handbook shall remain in effect and be in addition to the terms of this
Agreement except to the extent inconsistent herewith in which case the 



 11
 






 



terms of this Agreement shall govern, supersede and prevail.  No other agreement relating to the terms of
the Executive’s employment by the Company, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party against
whom enforcement is sought.  There are no
promises, representations, inducements, or statements between the parties other
than those that are expressly contained herein. 
The Executive acknowledges that he is entering into this Agreement of
his own free will and accord, and with no duress, that he has read this
Agreement, that he understands it and its legal consequences and that he has
had the opportunity to consult with such advisors as he desired.


(e)   Notices.  All notices and other communications
hereunder shall be in writing and shall be given by hand-delivery to the
other party, or by first class, registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:




	
  If to the Executive:

  	
   

  	
  at the home address of the Executive noted on the
  records of the Company

  
	
  If to Holding or
  the Company:

  	
   

  	
  Worldspan, L.P.

  
	
   

  	
   

  	
  300 Galleria Parkway, N.W.

  
	
   

  	
   

  	
  Atlanta, Georgia
  30339

  
	
   

  	
   

  	
  Attn: General
  Counsel

  






 


or to such other address as a party may from time to
time designate in writing in accordance with this section.  Notice and communications shall be effective
when actually received by the addressee.


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


(g)   Severability;
Reformation.  In the event that one
or more of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


(h)   Waiver.  Waiver by any party hereto of any breach or
default by another party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. 
No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any failure by a party
hereto to assert its or his rights hereunder on any occasion or series of
occasions.


(i)    Captions.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.



 12
 






 



(j)    Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.



 13
 






 



 


IN WITNESS
WHEREOF, the Executive has executed this Agreement and Holding and the Company
have caused this Agreement to be executed in their names on their behalf, all
as of the date first above written.


	
   

  	
  TRAVEL TRANSACTION
  PROCESSING CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L.
  Abramson

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Douglas L.
  Abramson

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice
  President-Human Resources,

  	
   

  	
   

  
	
   

  	
   

  	
  General Counsel
  and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L.
  Abramson

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Douglas L.
  Abramson

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice
  President-Human Resources,

  	
   

  	
   

  
	
   

  	
   

  	
  General Counsel
  and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David
  Lauderdale

  	
   

  	
   

  
						



 


 



 14














 


Appendix A


Abacus Distribution
Systems pte. Ltd.

Amadeus Global Travel Distribution, S.A.

Galileo International, LLC

Sabre, Inc.

AXESS International Network Inc.

Infini Travel Information Inc.

Navitaire, Inc.

Pegasus Solutions Inc.

Wizcom International, Ltd.

Cendant Corporation

System One Corporation

Electronic Data Systems Corporation (“EDS”) (only to the extent EDS’s
activities are

competitive with the Company’s business)


 
















Exhibit A


[FORM OF]

GENERAL RELEASE OF ALL CLAIMS


WHEREAS, my employment with Travel Transaction
Processing Corporation (“TTPC”) and Worldspan, L.P. (“Worldspan, and together
with TTPC and each subsidiary and affiliate thereof the “Company”)
[terminated/will terminate] on                                  ;
and


WHEREAS, in connection with the termination of my
employment, I am entitled to certain payments and benefits under the terms of
the Employment Agreement between me and the Company dated as of                                  ,
2003 (the “Employment Agreement”) [insert any other relevant agreement
references], subject to my execution and delivery of this Release; and


WHEREAS, I am a party to the following agreements with
the Company pursuant to which I acquired (or have the right to acquire) equity
securities of the Company:  Management
Stock Subscription Agreement, dated as of                                  ,
2003, Restricted Stock Subscription Agreement, dated as of                                  ,
2003, Stock Option Agreement, dated as of                                  ,
2003 [insert other equity agreements] (the “Management Equity Agreements”);


WHEREAS, I am entitled to certain benefits and subject
to certain obligations pursuant to the Stockholders Agreement, dated as of                                  ,
2003, among TTPC, [Name] and each of the other parties named in the schedules
thereto (as amended from time to time in accordance with the terms thereof, the
“Stockholders Agreement”) and to the Registration Rights Agreement, dated as of
                                 ,
2003 among TTPC and each of the other persons party thereto (as amended from
time to time in accordance with the terms thereof, the “Registration Rights
Agreement”);


WHEREAS, I, [insert name], acknowledge that I have
been provided all monies owed through the date I sign this General Release of
All Claims (the “Release”) and that the Company has satisfied all obligations
to me arising out of or relating to my employment with the Company or
separation from such employment through the date I sign this Release; and


NOW, THEREFORE, in consideration of the promises
set forth herein, I, [Name], on behalf of myself, my agents, representatives,
administrators, receivers, trustees, executives, successors, heirs, designees,
legal representatives, assignees and attorneys hereby irrevocably and forever
release, acquit and discharge TTPC and Worldspan and all affiliated or related
companies, parents, divisions, or 









 



subsidiaries, whether said entities
are incorporated, unincorporated associations, partnerships or other entities
and their owners, shareholders, officers, directors, agents, attorneys,
partners, members, employees, insurers, successors and assigns and each of them
(collectively, the “Company Group”) from any and all debts, claims, demands,
liabilities, actions or causes of action, of any kind, nature and description,
past or present, known or unknown, which I now have, or may have or could
assert against the Company Group arising out of, or in any way connected with,
my employment or my separation from employment, including but not limited to
any claims or demands for the following: 
wrongful discharge; breach of an implied or expressed employment
contract; negligent or intentional infliction of emotional stress; defamation;
fraud; discrimination and/or harassment based on age, sex, race, religion,
national origin, sexual orientation, physical or mental disability, or medical
condition; violation of any section of the AIDS Confidentiality Act, the Equal
Employment for Persons with Disabilities Code, the National Labor Relations
Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the
Americans with Disabilities Act of 1990, The Civil Rights Acts of 1866 and
1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Equal Pay Act of 1963, the Age Discrimination Act, the Age Discrimination
In Employment Act, the Older Workers Benefit Protection Act, the Employee
Retirement Income Security Act of 1974, the Occupational Safety and Health Act,
the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family Medical
Leave Act of 1993, the Immigration Reform and Control Act of 1986, or any other
federal, state or local laws or regulations; unpaid wages, salary, overtime
compensation, bonuses, commissions, or other compensation of any sort; for
damages of any nature, including compensatory, general, special or punitive; or
for costs, fees or other expenses, including but not limited to attorneys’
fees, incurred regarding these matters. 
The foregoing list is meant to be illustrative rather than
inclusive.  Notwithstanding the
foregoing, this release and my understandings, agreements, representations and
warranties set forth below do not (x) preclude me from seeking to obtain
any payments or benefits to which I may be entitled under Section 8 of the
Employment Agreement, under the Management Equity Agreements or under any
applicable employee benefit plans (other than any severance plan or policy or
any other benefit plan or program specifically referred to in the Employment
Agreement and for which payment is made in accordance with the terms of the
Employment Agreement, which payment is stated to be in satisfaction of my
rights thereunder, or any Options, Share grants, subscription or other rights
under the Management Equity Agreements that terminate upon my ceasing to be
employed by the Company), but my entitlement to such payments and benefits, if
any, will be determined in accordance with such agreements and any relevant
plan documents or (y) release any rights under the Stockholders
Agreement or the Registration Rights Agreement, which will be determined in
accordance with the terms of such agreements.



 2
 






 



 


If I, [Name], initiate or participate in any legal action
in violation of this release, TTPC and Worldspan may reclaim any amounts paid
in respect of my termination, without waiving the release granted herein, and
terminate any benefits or payments that are due to me, in addition to any other
remedies.


FURTHER, in consideration of said promises and as a
further consideration for this Release, I, [Name], understand, agree, represent
and warrant as follows:


1.             That this is a full and final release applying to all
unknown and unanticipated injuries, claims, or damages arising out of said
employment, as well as to those now known or disclosed and that I, [Name],
voluntarily waive all rights or benefits which I now have, with the express
intention of releasing and extinguishing unknown or unsuspected obligations, and
I warrant that I am currently unaware of any claim(s), right(s), demand(s),
debt(s), action(s), obligation(s), liability or cause(s) of action whatsoever
against the Company which I have not released pursuant to this Release.  I, [Name], understand, agree and acknowledge
that this Release is intended to include in its effect, without limitation,
claims and causes of action which I do not know of or suspect to exist in my
favor at the time of executing this Release, and that this Release contemplates
extinguishment of all such claims and causes of action.


2.             That, I, [Name], have had the opportunity to consult
with a representative of my own choosing with respect to this Release; that I
have read this Release; that I am fully aware of its contents and of its legal
effect; and I freely and voluntarily entered into it.


3.             That, I, [Name], will not file or bring any claims,
charges, complaints, or other actions against the Company or the Company Group
arising out of or based upon the circumstances of my employment or my
separation from employment, except as otherwise expressly required by law or
with respect to matters not released hereunder.


4.             That, I, [Name], warrant that except as expressly set
forth herein, no representations of any kind or character have been made to me
by the Company or any of the Company’s agents, representatives, employees or
attorneys (or anyone else purporting to act in any such capacities) to induce
me to execute this Release.


5.             That, I, [Name], acknowledge and agree that none of the
Employment Agreement, the consideration given thereunder or this Release is to
be construed as an admission by the Company or as an admission of any act or
fact whatsoever.


6.             The consideration set forth in Section 8 of the
Employment Agreement exceeds any amount and/or consideration to which I would
otherwise be entitled under the Company’s standard operating policies,
practices, or as required by law.  All
amounts to which I would be entitled under the Company’s policies, practices
and/or as required 



 3
 






 



by law have been tendered to me and are hereby
acknowledged.  Therefore, said
consideration is not paid as wages or other compensation due, but is paid
solely in consideration of this Release and the provisions set forth herein
relating to Confidential Information.


7.             Compliance With Older
Workers Benefit Protection Act.


In compliance with the Older Workers Benefit
Protection Act (P.L. 101-433), the Company and [Name] do hereby acknowledge as
follows:


(a)   That, I, [Name], acknowledge that this Release specifically
applies to any rights or claims I may have against the Company or any party
released herein under the federal Age Discrimination in Employment Act of 1967,
as amended;


(b)   This Release does not purport to waive rights or
claims that may arise from acts or events occurring after the date that this
Release is executed by the parties;


(c)   That, I, [Name], acknowledge that the consideration
provided for in this Release and the provisions of this paragraph are in
addition to that to which I am already entitled;


(d)   That, I, [Name], understand that this Release shall be
revocable for a seven (7) day period following execution of this Release by
me.  Accordingly, this Release shall not
become effective or enforceable until the expiration of this seven (7) day
revocation period.


(e)   That, I, [Name], acknowledge that I have been advised
of my right to consult with an attorney, and have in fact consulted with an
attorney, prior to signing this Release and have been given a period of
twenty-one (21) days within which to consider whether to sign this Release.


8.     This Release is made in the State of
Georgia 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.


9.     In the event that it shall be necessary for
any party hereto to institute legal action to enforce any of the terms and
conditions or provisions contained herein, or for any breach thereof, the
prevailing party in such action shall be entitled to costs and reasonable
attorneys’ fees.


PLEASE READ CAREFULLY, THIS RELEASE INCLUDES A WAIVER AND A SETTLEMENT
OF ALL KNOWN AND UNKNOWN CLAIMS.



 4
 






 



 


 


	
  DATED:
                          ,
  20    

  	
   

  	
  [NAME]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATED:
                          ,
  20    

  	
   

  	
  TRAVEL TRANSACTION PROCESSING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATED:
                          ,
  20    

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 



 5