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