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