Common use of PRODUCTIVITY DISCOUNT Clause in Contracts

PRODUCTIVITY DISCOUNT. A. Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and Article II.C.1. through Article II.C.3. as follows (the "Productivity Discount"): During the first zero (0) full calendar months following the commencement of the Term, Worldspan agrees to discount its monthly Standard Fees one hundred percent (100%). Thereafter, Customer's discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively "Bookings") generated by Customer per month. In order for Customer to receive a one hundred percent (100%) Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate twenty-eight thousand two hundred and fifty (28250) Bookings per month ("Booking Goal"). In the event Customer fails to generate the Booking Goal no discount shall be provided. B. Customer agrees to pay all charges according to the terms of the Agreement. C. Upon Customer's request and Worldspan's agreement to add or delete equipment, software or services at any location, Worldspan reserves the right to modify the Productivity Discount accordingly. D. For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in "no-shows". Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one Booking. Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts. The determination of the number of Bookings shall be made solely by Worldspan from its books and records. E. In the event that the number of Bookings generated by Customer exceeds the required level for a one hundred percent (100%) discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data processing delays, Customer's initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer's equipment or services is at the discretion of Worldspan and may result in modification of Worldspan's charges or the Booking levels above.

PRODUCTIVITY DISCOUNT. A. Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and Article II.C.1. through Article II.C.3. as follows (the "“Productivity Discount"”): During the first zero (0) [**] full calendar months following the commencement of the Term, Worldspan agrees to discount its monthly Standard Fees one hundred [**] percent (100%[**]). Thereafter, Customer's ’s discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively "“Bookings"”) generated by Customer per month. In order for Customer to receive a one hundred [**] percent (100%[**]) Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate twenty-eight thousand two hundred and fifty [**] (28250[**]) Bookings per month ("“Booking Goal"”). In the event Customer fails to generate the Booking Goal no discount shall be provided. B. Customer agrees to pay all charges according to the terms of the Agreement. C. Upon Customer's ’s request and Worldspan's ’s agreement to add or delete equipment, software or services at any location, Worldspan reserves the right to modify the Productivity Discount accordingly. D. For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in "“no-shows"”. Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one Booking. Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts. The determination of the number of Bookings shall be made solely by Worldspan from its books and records. E. In the event that the number of Bookings generated by Customer exceeds the required level for a one hundred [**] percent (100%[**]) discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data processing delays, Customer's ’s initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer's ’s equipment or services is at the discretion of Worldspan and may result in modification of Worldspan's ’s charges or the Booking levels above. [**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

PRODUCTIVITY DISCOUNT. A. Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and Article II.C.1. through Article II.C.3. as follows (the "Productivity Discount"): During the first zero (0) [**] full calendar months following the commencement of the Term, Worldspan agrees to discount its monthly Standard Fees one hundred [**] percent (100%[**]). Thereafter, Customer's discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively "Bookings") generated by Customer per month. In order for Customer to receive a one hundred [**] percent (100%[**]) Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate twenty-eight thousand two hundred and fifty [**] (28250[**]) Bookings per month ("Booking Goal"). In the event Customer fails to generate the Booking Goal no discount shall be provided. B. Customer agrees to pay all charges according to the terms of the Agreement. C. Upon Customer's request and Worldspan's agreement to add or delete equipment, software or services at any location, Worldspan reserves the right to modify the Productivity Discount accordingly. D. For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in "no-shows". Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one Booking. Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts. The determination of the number of Bookings shall be made solely by Worldspan from its books and records. E. In the event that the number of Bookings generated by Customer exceeds the required level for a one hundred [**] percent (100%[**]) discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data processing delays, Customer's initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer's equipment or services is at the discretion of Worldspan and may result in modification of Worldspan's charges or the Booking levels above. _______ ARTICLE IV. STANDARD TERMS AND CONDITIONS CUSTOMER'S INITIALS: | /B/ | |_______| [**] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission Page 5 A. Except as otherwise provided herein, the Worldspan Subscriber Agreement - Standard Terms and Conditions ("Terms and Conditions"), Customer Equipment Support Responsibility ("Customer Equipment Support Responsibility"), and the Table of Services and Charges ("Table of Services and Charges"): Version 2000 are incorporated into this Agreement as if fully set forth herein and each may be revised by Worldspan from time to time upon notification to Customer. By signing this Agreement, Customer acknowledges the obligations of the Terms and Conditions, Customer Equipment Support Responsibility and Table of Services and Charges. B. Section 6.H.ii. of the Worldspan Subscriber Agreement Standard Terms and Conditions which shall be deleted in its entirety and replaced with the following: Message Limit: The "Message Limit" is [**] ([**]) Messages per Booking. The total monthly permitted Messages ("Allowable Messages") is calculated by multiplying the [**] ([**]) Messages per Booking by the number of Bookings for that month. [**] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission Page 6 _______ ARTICLE V. ARBITRATION OPTION CUSTOMER'S INITIALS: | /B/ | |_______| Pursuant to Section 15 of the Terms and Conditions, Customer ( elects) ( does not elect) to arbitrate disputes arising out of this Agreement. Failure of Customer to designate its choice in the preceding sentence and initial the box at the margin where indicated at the time of signing the Agreement constitutes an election by Customer to waive the option of arbitration to resolve disputes.