Common use of Change of Control Bonus Clause in Contracts

Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.” Neither the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, to enter into any transaction at any time. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counsel. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transaction. Sincerely yours, WORLDSPAN, L.P. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx

Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.” Neither the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, to enter into any transaction at any time. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counsel. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transaction. Sincerely yours, WORLDSPAN, L.P. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx

Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.” Neither the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, to enter into any transaction at any time. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counsel. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transaction. Sincerely yours, WORLDSPAN, L.P. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxx X. Xxxxxx Lauderdale Xxxxx X. XxxxxxLauderdale

Change of Control Bonus. Upon A. If Executive remains employed by the Company through the closing of a Change Liquidation (as defined in the Company’s Amended and Restated Certificate of ControlIncorporation) prior to the IPO (the “COC Date”), Executive will receive 750,000 shares of common stock of the Executive shall receive a bonus Company, less the number of 2.5 times shares necessary to withhold all federal, state and local income and employment taxes payable due to the Executive’s Base Salary issuance of such shares (the “Change of Control BonusBonus Shares”), provided that ) on the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of ControlCOC Date. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control Two-thirds (but after a Change of Control has occurred), (a2/3) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of Shares shall be immediately vested and shall not be subject to repurchase by the terms set forth above.” Neither Company. The remainder shall be subject to the Company’s right to repurchase such shares for no consideration (the “Repurchase Right”) if the Executive ceases to provide continuous service to the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, acquiror prior to enter into any transaction at any timethe time such Repurchase Right lapses. Except as otherwise provided in this Amendment, the terms The Repurchase Right will lapse with respect to one-sixth (1/6) of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counsel. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transactionBonus Shares on the first anniversary of the Change of Control Date and with respect to the remaining one-sixth (1/6) of the Change of Control Bonus Shares on the second anniversary of the COC Date; provided that all of the Change of Control Bonus Shares shall vest and the Repurchase Right shall lapse with respect thereto if the Executive is terminated by the Company or acquiror without Cause or by Executive for Good Reason. Sincerely yoursIf Executive’s employment with the Company is terminated due to a Qualifying Termination prior to the COC Date, WORLDSPAN, L.P. ByExecutive shall receive the Change of Control Bonus on the COC Date in the amount equal to the product of 750,000 shares times the applicable percentage determined in the following table: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxx X. Xxxxxx Xxxxx X. XxxxxxNumber of years by which the Qualifying Termination precedes the COC Date Applicable Percentage Less than 1 year 100 % At least 1 year but less than 2 years 50 % At least 2 years but less than 3 years 25 % 3 or more years 0 %

Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.” Neither the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, to enter into any transaction at any time. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counselme. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transaction. Sincerely yours, WORLDSPAN, L.P. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxx X. XxxxxxXxxxx