May 27, 2011
Exhibit 10.3
May 27, 2011
Dear Xxxx:
This Letter Agreement, entered into effective as of the date hereof between you and Travelport
Limited (“Travelport Ltd.”), memorializes certain agreements between Travelport Ltd. and you
relating to your continued employment with Travelport Ltd. Capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the employment agreement entered into
between you and Travelport Ltd. dated August 3, 2009 (the “Employment Agreement”).
1. Effective as of January 1, 2011, your Base Salary shall be at an annual rate of no less
than $600,000. The amounts representing the increase in your base salary from January 1, 2011
through the date this change is processed shall be paid as soon as reasonably practicable following
the date hereof.
2. As soon as practicable following the date hereof, in recognition of your contribution to
the sale of the GTA business, Travelport Ltd. or one of its subsidiaries shall pay to you a bonus
equal to $2,000,000.00, less applicable withholdings and deductions.
3. Your Employment Agreement is hereby amended to delete Section 7(c)(iii)(C) thereof;
provided, however, subject to your execution, delivery and non-revocation of a General Release in
accordance with the provisions of the Employment Agreement and continued compliance with any other
applicable terms and conditions of the Employment Agreement, you shall be eligible for continued
participation in the health and welfare benefits of Travelport Inc. (or its successor), a
subsidiary of Travelport Ltd., for thirty-six (36) months at active employee rates in the event
your employment is terminated without Cause or as a result of a Constructive Termination, in
accordance with and subject to the terms of your Employment Agreement and the General Release.
4. Section 7(c)(iii)(D) of the Employment Agreement is hereby amended to require your
execution of a General Release (substantially in the form attached to the Employment Agreement)
within forty-five (45) days following termination of employment (and non-revocation of such
release) as a condition to the accelerated vesting of any equity-based awards, as described in such
section.
5. Upon your termination of employment, you will be paid your account balance under the
Travelport Officer Deferred Compensation Plan (the “Deferred Compensation Plan”) in accordance with
the terms of the Deferred Compensation Plan.
6. By executing this Letter Agreement, you hereby acknowledge that no event or circumstance
has occurred on or prior to the date hereof that would constitute a Constructive Termination within
the meaning of your Employment Agreement and, by executing this Letter Agreement, you hereby
release the Company and its affiliates from any and all claims under or in connection with your
Employment Agreement arising from facts and circumstances occurring prior to your execution of this
Letter Agreement.
Please indicate your agreement and acceptance of the terms of this Letter Agreement by signing
below. Except as modified by this Letter Agreement, the Employment Agreement is confirmed in all
respects.
| TRAVELPORT LIMITED |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | President and CEO | |||
| ACCEPTED AND AGREED TO: |
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| /s/ Xxxx X. Xxxx | ||||
| Xxxx X. Xxxx | ||||
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