Exhibit 10.94
EMPLOYMENT AGREEMENT
This Employment Agreement is dated as of March 21, 2005 (the "Agreement"), and
is between Worldspan, L.P., a limited partnership organized and existing under
the laws of Delaware (the "Company"), Worldspan Technologies Inc., a corporation
organized and existing under the laws of Delaware ("Holding"), and Kevin W.
Mooney (the "Executive").
W I T N E S S E T H :
WHEREAS, Holding, the Company and Executive desire for Executive to become a
member of 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 EMPLOY THE
EXECUTIVE, AND THE EXECUTIVE HEREBY AGREES TO BE AN EMPLOYEE OF THE COMPANY, IN
EACH CASE, AS OF MARCH 21, 2005 (THE "EFFECTIVE DATE").
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 THE CHIEF FINANCIAL OFFICER 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