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)
ENTIRE AGREEMENT.
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 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
10
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 (A) HAND-DELIVERY TO THE OTHER PARTY, (B) DEPOSIT
WITH A COMMERCIAL OVERNIGHT COURIER, WITH WRITTEN VERIFICATION OF RECEIPT, OR
(C) 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