Exhibit 10.87
EMPLOYMENT AGREEMENT
This Employment Agreement is dated as of
January 25, 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
Dale Messick (the "Executive").
W I T N E S S E T H :
WHEREAS, until February 13, 2004, Executive was an employee of the Company under
the terms of an Employment Agreement dated as of August 29, 2003 (the "Prior
Employment Agreement");
WHEREAS, from September 1, 2004 through November 30, 2004 Executive was
providing consulting services to the Company under the terms of a Consulting
Agreement dated September 1, 2004 (the "Consulting Agreement");
WHEREAS, through November 30, 2004, pursuant to the terms set forth in Section
8(c) of the Prior Employment Agreement as amended by the March 5, 2004 letter
agreement, Executive was paid three months out the 18 months of Continued Salary
and 9 and one half months of continued participation in group life insurance and
group medical and dental plans;
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.
TERMINATION OF CONSULTING AGREEMENT AND SUSPENSION OF PRIOR SEVERANCE
BENEFITS.
ON THE EFFECTIVE DATE, AS DEFINED BELOW, EXECUTIVE, HOLDING AND THE
COMPANY EACH AGREE TO TERMINATE THE CONSULTING AGREEMENT WITH NO FURTHER
OBLIGATIONS OR LIABILITY OF ANY PARTY AND TO SUSPEND THE REMAINING FIFTEEN
MONTHS OF CONTINUED SALARY AND BENEFITS PARTICIPATION PROVIDED FOR IN SECTION
8(C) OF THE PRIOR EMPLOYMENT AGREEMENT UNTIL PAYABLE IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 8 HEREIN.
2.
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 DECEMBER 1,
2004 (THE "EFFECTIVE DATE").
UNLESS SPECIFICALLY PROVIDED FOR HEREIN, NO OTHER
TERMS OR BENEFITS SHALL BE APPLICABLE TO EXECUTIVES EMPLOYMENT WITH THE
COMPANY.
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 OTHER