Travelport LTD (Form: 8-K, Received: 12/20/2011 17:05:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 14, 2011 (DECEMBER 20, 2011)

TRAVELPORT LIMITED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


BERMUDA	333-141714	98-0505100
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

	300 GALLERIA PARKWAY ATLANTA, GA 30339
	(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (770) 563-7400

N/A

(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY

INTO MATERIAL DEFINITIVE AGREEMENT

On December 16, 2011, our Board of Directors approved the Company entering into indemnification agreements with each of the members of our Board and the following officers of the Company: Jeff Clarke (Executive Chairman); Gordon Wilson (President and Chief Executive Officer); Eric Bock (Executive Vice President, Chief Legal Officer and Chief Administrative Officer); Philip Emery (Executive Vice President and Chief Financial Officer); Lee Golding (Executive Vice President and Chief Human Resources Officer); Kurt Ekert (Executive Vice President and Chief Commercial Officer); and Simon Gray (Senior Vice President and Chief Accounting Officer).

The forms of indemnification agreements to be entered into with each director and certain officers of the Company are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 16, 2011, the Board of Directors of Travelport Worldwide Limited, our indirect parent company, approved the Travelport Worldwide Limited 2011 Equity Plan (the “Plan”) and the award agreements governing the grants of shares and restricted share units (“RSUs”) to certain executives of the Company under the Plan. As previously disclosed in our Current Report on Form 8-K dated November 10, 2011 and filed on November 16, 2011, the shares will vest immediately, and the RSUs will vest on January 1, 2014, on the terms and conditions set forth in the award agreements. Grants of shares and RSUs to our Named Executive Officers were previously disclosed in the same Current Report on Form 8-K.

The Travelport Worldwide Limited 2011 Equity Plan and the forms of the Management Equity Award Agreements for our US and UK Named Executive Officers are attached hereto as Exhibits 10.3, 10.4 and 10.5, respectively, and are incorporated by reference herein.

On December 14, 2011, the Compensation Committee of our Board of Directors approved a two-year long-term incentive program for certain members of our management, including our Named Executive Officers: Gordon A. Wilson ($750,000); Eric J. Bock ($500,000); Philip Emery ($500,000); and Lee Golding ($500,000), payable in respect of 2012 and 2013, a portion of which is payable upon the satisfaction of certain conditions by the Company and a portion of which is time-based. A form of the executive long-term incentive plan will be filed as an exhibit to our annual report for the year ending December 31, 2011.

ITEM 9.01 FINANCIAL

STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are filed as part of this report:


EXHIBIT NO.		DESCRIPTION

10.1		Form of Indemnification Agreement between Travelport Limited and its Directors.

10.2		Form of Indemnification Agreement between Travelport Limited and certain of its Officers.

10.3		Form of Travelport Worldwide Limited 2011 Equity Plan.

10.4		Form of Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers).

10.5		Form of Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TRAVELPORT LIMITED

By:		/s/ Eric J. Bock
		Eric J. Bock
		Executive Vice President, Chief Legal Officer &
		Chief Administrative Officer

Date: December 20, 2011

TRAVELPORT LIMITED

CURRENT REPORT ON FORM 8-K

REPORT DATED DECEMBER 20, 2011 (DECEMBER 14, 2011)

EXHIBIT INDEX



10.1		Form of Indemnification Agreement between Travelport Limited and its Directors.

10.2		Form of Indemnification Agreement between Travelport Limited and certain of its Officers.

10.3		Form of Travelport Worldwide Limited 2011 Equity Plan.

10.4		Form of Travelport Worldwide Limited Management Equity Award Agreement (US Named Executive Officers).

10.5		Form of Travelport Worldwide Limited Management Equity Award Agreement (UK Named Executive Officers).

Exhibit 10.1

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of , 2011, by and between Travelport Limited, a Bermuda exempted company (the “ Company ”), and (the “ Indemnitee ”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of companies in today’s environment;

WHEREAS, uncertainties as to the availability of indemnification created by recent court decisions, have increased the risk that the Company will be unable to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Company has determined that its inability to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the Company, and that Company therefore should seek to assure such persons that indemnification and insurance coverage will be available in the future; and

WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Company in an effective manner, and the Indemnitee’s reliance on the Company’s Bye-Laws, and in part to provide the Indemnitee with specific contractual assurance that the protection permitted by the Company’s Bye-Laws will be available to the Indemnitee (regardless of, among other things, (i) any amendment to or revocation of the applicable provisions of the Company’s Bye-Laws, (ii) any change in the composition of the governing bodies of the Company or (iii) an acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the directors’ and officers’ liability insurance policy of the Company.

NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, at its request, as an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another Person (as defined below) or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)

Agreement : shall mean this Indemnification Agreement, as amended from time to time hereafter.

(b)

Board of Directors : shall mean the Board of Directors of the Company.

(c)

Claim : means any threatened, asserted, pending or completed civil, criminal, administrative, investigative or other action, suit or proceeding of any kind whatsoever, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism.

(d)

Indemnifiable Expenses : means (i) all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in, participate in or respond to, any Claim relating to any Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise).

(e)

Indemnifiable Event : means any act or omission, whether occurring before, on or after the date of this Agreement, arising from the performance of the Indemnitee’s duties or obligations to the Company or any of its subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which the Indemnitee may hereafter be asked to respond or made a party by reason of being or having been an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of, or having served in any other capacity with, another Person or any employee benefit plan at the request of the Company.

(f)

Person : means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

2. Basic Indemnification Arrangement; Advancement of Expenses .

(a) In the event that the Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is threatened to be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by Bermuda law in effect on the date hereof and as amended from time to time and subject to the provisions of the Company’s Bye-Laws as amended from time to time; provided , however , that no change in Bermuda law or the interpretation thereof (whether by statute or judicial decision) shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Bermuda law as in effect on the date hereof and to the extent that a change in Bermuda law or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently hereunder based on Bermuda law as in effect on the date hereof, the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. The rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement. Payments of Indemnifiable Expenses shall be made as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Indemnifiable Expenses.

(b) If so requested by the Indemnitee, the Company shall advance, or cause to be advanced (within two business days of such request), any and all Indemnifiable Expenses incurred by the Indemnitee (an “ Expense Advance ”). The Company shall, in accordance with such request (but without duplication), either (i) pay, or cause to be paid, such Indemnifiable Expenses on behalf of the Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable Expenses. The Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any condition that the Board of Directors determine whether the Indemnitee is entitled to be indemnified under applicable law. Notwithstanding the foregoing, the obligation of the Company to make an Expense Advance pursuant to this Section 2(b)

shall be subject to the condition that, if, when and to the extent that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for such amounts theretofore paid (it being understood and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law). The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free.

(c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification or advancement of Indemnifiable Expenses pursuant to this Agreement in connection with any Claim initiated by the Indemnitee unless (i) the Company has joined in or the Board of Directors of the Company has authorized or consented to the initiation of such Claim or (ii) the Claim is one to enforce the Indemnitee’s rights under this Agreement (including an action pursued by the Indemnitee to secure a determination that the Indemnitee should be indemnified under applicable law).

(d) The indemnification obligations of the Company under Section 2(a) shall be subject to the condition that the Board of Directors shall not have determined (by majority vote of directors who are not parties to the applicable Claim) that the indemnification of the Indemnitee is not proper in the circumstances because the Indemnitee is not entitled to be indemnified under applicable law. If the Board of Directors determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the States of New York or Delaware having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Board of Directors or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Board of Directors that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding, the Indemnitee shall continue to be entitled to receive Expense Advances, and the Indemnitee shall not be required to reimburse the Company for any Expense Advance, until a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law. Any determination by the Board of Directors otherwise shall be conclusive and binding on the Company and the Indemnitee.

(e) To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred in connection therewith, notwithstanding an earlier determination by the Board of Directors that the Indemnitee is not entitled to indemnification under applicable law.

3. Indemnification for Additional Expenses . The Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any provision of the Company’s Bye-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be.

4. Partial Indemnity, Etc . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Indemnifiable Expenses in respect of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

5. Burden of Proof . In connection with any determination by the Board of Directors, any court or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the Board of Directors or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish, by clear and convincing evidence, that the Indemnitee is not so entitled.

6. Reliance as Safe Harbor . The Indemnitee shall be entitled to indemnification for any action or omission to act undertaken (a) in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (b) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants, provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnity hereunder.

7. No Other Presumptions . For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Board of

Directors to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Board of Directors that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law shall be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.

8. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company’s Bye-Laws, the laws of Bermuda, or otherwise. To the extent that a change in Bermuda law or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Bye-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9. Liability Insurance .

(a) To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for the Company directors or officers.

(b) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by and certain of its or their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort with respect to Indemnifiable Expenses (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance Indemnifiable Expenses or to provide indemnification for the same Indemnifiable Expenses incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Indemnifiable Expenses incurred by Indemnitee and shall be liable for the full amount of all Indemnifiable Expenses to the extent legally permitted and as required by the terms of this Agreement and the organizational documents of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution

and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 9(b).

10. Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

11. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. In the event the Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms.

12. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, any provision of the Company’s Bye-Laws, or otherwise) of the amounts otherwise indemnifiable hereunder.

14. Defense of Claims . The Company shall be entitled to participate, at its own expense, in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

15. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, (including any direct or indirect successor by purchase, amalgamation, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, amalgamation, merger, consolidation, or otherwise) to all or a significant portion of the business and/or assets of the Company and/or its subsidiaries, by written agreement in form and substance satisfactory to the Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer and/or director of the Company of any other entity or enterprise at the request of the Company. Neither this Agreement nor any duties or responsibilities pursuant hereto may be assigned by the Company to any other person or entity without the prior written consent of the Indemnitee.

16. Security . To the extent requested by the Indemnitee, the Company shall at any time and from time to time provide security to the Indemnitee for the obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by other means. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of such Indemnitee.

17. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this Agreement.

18. Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.

19. Notices . All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:

(a)

If to the Company, to:

Travelport Limited

300 Galleria Parkway

Atlanta, GA 30339

Telephone: (770) 563-7400

Facsimile: 770-563-7878

Attention: Eric J. Bock

E-mail: Eric.Bock@travelport.com

(b)

If to the Indemnitee, to the address set forth on Annex A hereto.

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.

20. Counterparts . This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

21. Headings . The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

22. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


Travelport Limited

By:
Name:		Eric J. Bock
Title:		Executive Vice President, Chief Legal Officer and Chief Administrative Officer


Indemnitee

By:
Name:

Exhibit 10.2

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of , 2011, by and between Travelport Limited, a Bermuda exempted company (the “ Company ”), and (the “ Indemnitee ”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of companies in today’s environment;

WHEREAS, the Company’s Bye-Laws permit the Company to indemnify and advance expenses to its directors and officers to the extent provided therein, and the Indemnitee serves as a director and/or officer of the Company, in part, in reliance on such provisions in the Company’s Bye-Laws; WHEREAS, uncertainties as to the availability of indemnification created by recent court decisions, have increased the risk that the Company will be unable to retain and attract as directors and officers the most capable persons available;

1. Certain Definitions . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)

Agreement : shall mean this Indemnification Agreement, as amended from time to time hereafter.

(b)

Board of Directors : shall mean the Board of Directors of the Company.

(c)

(d)

(e)

(f)

Person : means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

2. Basic Indemnification Arrangement; Advancement of Expenses .

8. Nonexclusivity, Etc . The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company’s Bye-Laws, the laws of Bermuda, or otherwise. To the extent that a change in Bermuda law or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Bye-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9. Liability Insurance .

11. Amendments, Etc . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. In the event the Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms.

15. Binding Effect, Etc . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, (including any direct or indirect successor by purchase, amalgamation, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, amalgamation, merger, consolidation, or otherwise) to all or a significant portion of the business and/or assets of the Company and/or its subsidiaries, by written agreement in form and substance satisfactory to the Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer and/or director of the Company of any other entity or enterprise at the request of the Company. Neither this Agreement nor any duties or responsibilities pursuant hereto may be assigned by the Company to any other person or entity without the prior written consent of the Indemnitee.

16. Security . To the extent reasonable, upon the request by the Indemnitee after Indemnitee, is or becomes subject to, a party to or witness or other participant in, or is threatened to be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall at any time and from time to time provide reasonable security to the Indemnitee for the

obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by other means. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of such Indemnitee unless the Claim upon which the security arose has been resolved or otherwise extinguished so as no longer constituting a Claim in the reasonable judgment of the Board.

18. Specific Performance, Etc . The parties recognize that if any provision of this Agreement is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.

(a)

If to the Company, to:

Travelport Limited

300 Galleria Parkway

Atlanta, GA 30339

Telephone: (770) 563-7400

Facsimile: (770) 563-7878

Attention: Eric J. Bock

E-mail: Eric.Bock@travelport.com

(b)

If to the Indemnitee, to the address set forth on Annex A hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


Travelport Limited

By:
Name:		Eric J. Bock
Title:		Executive Vice President, Chief Legal Officer and Chief Administrative Officer


Indemnitee

By:
Name:

Exhibit 10.3

Travelport Worldwide Limited

2011 Equity Plan

SECTION 1. Purpose . The purposes of this Travelport Worldwide Limited 2011 Equity Plan (this “ Plan ”) are to promote the interests of Travelport Worldwide Limited (the “Company”) and its shareholders by (i) attracting and retaining exceptional officers and other employees, non-employee directors and consultants of the Company and its Affiliates and (ii) enabling such individuals to acquire an equity interest in and participate in the long-term growth and financial success of the Company.

SECTION 2. Definitions . Capitalized terms used in this Plan but not expressly defined in this Plan shall have the respective meanings ascribed such terms in the Award Agreement (as defined below). As used in this Plan, the following terms shall have the meanings set forth below:

“ Affiliate ” means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person.

“ Award ” shall mean, individually or collectively, a grant under this Plan of Shares or Restricted Share Units, as defined in the Award Agreement.

“ Award Agreement ” shall mean any written agreement, contract, or other instrument or document (which may include provisions of an employment agreement to which the Company is a party) evidencing any Award granted hereunder.

“ Board ” shall mean the Board of Directors of the Company.

“ Business Day ” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New York are authorized by law to close.

“ Company ” has the meaning specified in the Section 1 hereof.

“ Control ,” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“ Disposition ,” including the correlative terms “ Dispose ” or “ Disposed ,” means any direct or indirect transfer, assignment, sale, gift, inter vivos transfer, pledge, hypothecation, mortgage, hedge or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of Awards or Shares granted pursuant to this Plan (or any interest (pecuniary or otherwise) therein or right thereto), including without limitation derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Shares is transferred or shifted to another Person.

“ Effective Date ” shall mean December 16, 2011.

“ Family Group ,” with respect to any natural person, means (i) the spouse, issue, parents, grandparents and grandchildren (in each case, whether natural or adopted) of such natural person and (ii) any trust established solely for the exclusive benefit of such natural person or any of the Persons referred to in the foregoing clause (i).

“ Intermediate ” shall mean Travelport Intermediate Limited, a Bermuda exempted company.

“ IPO Corporation” shall mean a subsidiary holding company formed to create a suitable vehicle for a proposed Qualified Public Offering.

“ Participant ” shall mean any officer or other employee, non-employee director or consultant of the Company or its Affiliates eligible for an Award under Section 4 and selected by the Board to receive an Award under this Plan.

“ Permitted Transferee” means any individual who received a Participant’s Shares pursuant to applicable laws of descent and distribution or any member of such Participant’s Family Group and (ii) any trust the beneficiaries of which, or any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which, include only members of such Participant’s Family Group (or entities of which the stockholders, members or general or limited partners of which, include only members of such Participant’s Family Group).

“ Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“ Plan ” has the meaning specified in the Section 1 hereof.

“ Qualified Public Offering” means any firm commitment underwritten offering of common stock to the public in any country (i) for which aggregate cash proceeds to be received by the IPO Corporation from such offering (without deducting underwriting discounts, expenses and commissions) are at least $200,000,000 or for which aggregate cash proceeds to be received by shareholders of the Company and its Affiliates from such offering (without deducting underwriting discounts, expenses and commissions) are at least $50,000,000, and (ii) pursuant to which such shares of common stock are authorized and approved for listing on any recognized stock exchange.

“ Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

“ Shares ” shall mean common shares, par value US$0.0002, of the Company.

SECTION 3. Shares Subject to this Plan . The total number of Shares that may be issued pursuant to Awards under this Plan is 5,263,158, to be allocated as determined by the Board. Shares which are subject to Awards which terminate or lapse without any payment in respect thereof may be granted again under this Plan.

SECTION 4. Administration .

(a) This Plan shall be administered by the Board. Subject to the terms of this Plan and applicable law, and in addition to other express powers and authorizations conferred on the Board by this Plan, the Board shall have full power and authority to: (i) designate Participants; (ii) determine the number and type of Awards to be issued under the Award Agreement; (iii) determine the terms and conditions of any Award; (iv) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, forfeited, or suspended; (v) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in this Plan and any instrument or agreement relating to an Award made under this Plan; (vi) delegate in writing administrative matters to committees of the Board or to other persons; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Plan; and (viii) make any other determination and take any other action that the Board deems necessary or desirable for the administration of this Plan.

(b) All designations, determinations, interpretations, and other decisions under or with respect to this Plan or any Award shall be within the sole discretion of the Board, may be made at any time and shall be final, conclusive, and binding upon all persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any member of the Company.

SECTION 5. Eligibility . Any officer or other employee, non-employee director or consultant to the Company or any of its Affiliates (including any prospective officer, employee, non-employee director or consultant) shall be eligible to be designated a Participant.

SECTION 6. Awards .

(a) Grant . Subject to the provisions of this Plan, the Board shall have sole and complete authority to determine the Participants to whom Awards shall be granted, the purchase price, if any, of an Award, the number and class or classes of Shares to be covered by each Award and the conditions and restrictions applicable to the Award.

(b) Subject to Award . As a condition to the grant of an Award, the Participant will be required to become a party to an award agreement (the “ Award Agreement ”). All Awards granted hereunder will be held subject to the terms and conditions of the Award Agreement.

(c) Adjustments . Notwithstanding any other provisions in this Plan or the Award Agreement to the contrary, and subject to any required action by shareholders, if (i) the Company shall at any time be involved in a merger, amalgamation, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or any distribution to

holders of Shares other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Board necessitates action by way of adjusting the terms of the outstanding Awards, then the Board in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration such matters, without limitation, as relative value of each class of Shares and the Restricted Share Units, status of vesting and the nature of the Adjustment Event and its impact on the Shares and the Restricted Share Units), as to (i) the number or kind of Shares or other securities issued or reserved for issuance in respect of Restricted Share Units, (ii) the vesting terms under any Award Agreement, and/or (iii) any other affected terms of any Award.

SECTION 7. Restrictions .

(a) Restrictions on Dispositions . Anything in this Plan to the contrary notwithstanding, no issuance or Disposition of Shares otherwise permitted or required by this Plan shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder.

Anything in this Plan to the contrary notwithstanding, unless otherwise agreed to in writing by the Company, no Disposition of Shares otherwise permitted or required by this Plan shall be effective unless and until any transferee who has not already agreed to the terms of this Plan (and such transferee’s spouse, if applicable) shall execute and deliver to the Company a written agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Plan and to observe and comply with this Plan and with all obligations and restrictions imposed on the Participants hereby and thereby. Any Person who is not already a party to this Plan and acquires Shares in accordance with the provisions of this Plan shall be required to agree to be bound by this Plan by executing (together with such Person’s spouse, if applicable) a written agreement.

Dispositions of Shares may only be made in strict compliance with all applicable terms of this Plan, and any purported Disposition of Shares that does not so comply with all applicable provisions of this Plan shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the Register of Members of the Company. The parties hereto agree that the restrictions contained in this Section 7 are fair and reasonable and in the best interests of the Company and its shareholders.

(b) Permitted Dispositions . Subject to the provisions of Section 7(a), Shares may only be Disposed (a) to a Person who is a Permitted Transferee with respect to the transferring Participant (and each such Permitted Transferee may in turn make any such Disposition to another Person who is a Permitted Transferee with respect to the initial transferring Participant upon the same terms and conditions), (b) with the consent of the Company (which consent shall be granted or withheld in the sole discretion of the Company without regard to the best interests of any Participant) or (c) pursuant to a Tag Offer’s under Section 7(c) or in connection with a drag-along sale pursuant to and in accordance with Section 7(d).

(c) Tag-Along Rights . Intermediate or any Affiliate, either directly or indirectly, , shall not sell or otherwise effect the Disposition of more than 25% of the Shares held by Intermediate (in one or a series of transactions, regardless of whether such transactions are related) to a third party (excluding for such purpose Dispositions in connection with a Qualified Public Offering) (“Third Party Offer”) unless the terms and conditions of such Third Party Offer include an offer, on the same terms (except that any consideration otherwise payable in kind may, at the election of the buyer, be paid in cash of equivalent value) to each of the Participants (collectively, the “ Tag Offerees ”) to include in the Third Party Offer, at the option of each Tag Offeree, a number of Shares owned by each Tag Offeree (“ Tag Offer ”).

Intermediate or its Affiliate, if applicable, shall cause the Third Party Offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Shares from the Tag Offerees as required by this Section 7(c) and a time and place designated for the closing of such purchase, which time shall not be less than 10 days after delivery of such notice) and shall send written notice of such Third Party Offer (the “ Inclusion Notice ”) to each of the Tag Offerees in the manner specified herein.

Each Tag Offeree shall have the right (a “ Inclusion Right ”), exercisable by delivery of notice to Intermediate or its Affiliate, if applicable, at any time within ten Business Days after receipt of the Inclusion Notice, to sell pursuant to such Third Party Offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Shares equal to the product of (x) such Tag Offeree’s Shares multiplied by (y) the percentage of Shares that Intermediate or its Affiliate, if applicable, is proposing to sell relative to the total number of Shares held by Intermediate and its Affiliates (provided that, with respect to any subsequent Inclusion Right, the percentage shall be based on the percentage of Shares that Intermediate or its Affiliate, if applicable is proposing to sell relative to the total number of Shares held by Intermediate and its Affiliates immediately following the exercise of the most recent Inclusion Right).

The Tag Offerees and Intermediate or its Affiliate, if applicable shall sell to the proposed third party transferee the Shares proposed to be transferred by them in accordance with this Section 7(c), at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, Intermediate, and the proposed third party transferee shall agree.

(d) Drag-Along Rights . If Intermediate or an Affiliate receives an offer from a Person or group of Persons that is not an Affiliate of Intermediate to purchase more than 25% of the Shares held by it (the “ Intermediate Drag Shares ”), then Intermediate or its Affiliate, if applicable, may require each Participant to sell to the applicable buyer(s) a number of Shares that is equal to up to the product of (i) the number of such Shares owned by such Participant and (ii) a fraction (expressed as a percentage), the numerator of which is the number of Intermediate Drag Shares and the denominator of which is the total number of issued and outstanding Shares held by Intermediate or its Affiliate, if applicable (such percentage, the “Relevant Percentage”, and any such transaction, a “ Approved Share Sale ”). In any such Approved Share Sale, all selling Participants must receive the same relative benefits (except that any consideration otherwise payable in kind may, at the election of the buyer, be paid in cash of equivalent value) and bear the same relative burdens as Intermediate or its Affiliate, if applicable, subject to the provisions of this Section 7(d). To the extent any such transaction shall be structured as (I) a merger, amalgamation, conversion, share exchange, consolidation, or a sale of all or substantially all of the assets

of the Company, each Participant entitled to vote thereon shall vote in favor of such Approved Share Sale and shall, to the extent permitted by applicable law, waive any appraisal rights or similar rights in connection with such merger, amalgamation, conversion, share exchange, consolidation or sale of all or substantially all of the assets of the Company, or (II) a sale of all or substantially all of the Shares of the Company, the Participants shall agree to sell all of their Shares which are the subject of the Approved Share Sale, on the terms and conditions of such Approved Share Sale.

In order to exercise the rights contemplated by this Section 7(d), Intermediate or its Affiliate, if applicable, must give written notice to each Participant as soon as practicable, but in no event later than the earlier of (i) twenty Business Days following the execution of the relevant agreement and (ii) ten Business Days prior to the anticipated closing date of the Approved Share Sale. Such notice must set forth the name of the proposed buyer(s), the proposed amount and form of consideration and the other terms and conditions of the offer, including a copy of the relevant agreement.

Notwithstanding anything herein to the contrary, no Participant shall be required to take any actions under this Section 7(d) in connection with an Approved Share Sale, unless such Participant is not responsible or otherwise liable for more than the lesser of (x) his or her pro rata share (based upon the actual amount of consideration received) of any holdback, escrow or indemnification obligation (other than indemnities in respect to representations and warranties regarding such Participant’s title to his or her Shares, due execution and due authorization), and (y) an amount equal to the actual consideration received by such Participant in such Approved Share Sale.

Notwithstanding the foregoing, the drag-along provisions of this Section 7(d) shall apply to all Shares (subject to the provisions of Section 7(e)).

(e) For purposes of clarification, the restrictions set forth in this Section 7 shall apply only to Shares granted or acquired pursuant to an Award under this Plan, and shall not apply to Shares acquired otherwise.

SECTION 8. Amendment and Termination .

(a) Amendments to this Plan . The Board may amend, restate, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided that any such amendment, restatement, alteration, suspension, discontinuance, or termination that would be reasonably expected to have a material adverse effect on the rights of any Participant or other holder of an Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.

(b) Amendments to Awards . The Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination not expressly contemplated by this Plan that would be reasonably expected to have a material adverse effect on the rights of any outstanding Award shall not be effective without the consent of the affected Participant.

SECTION 9. General Provisions .

(a) No Rights to Award s. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or beneficiaries of Awards. The terms and conditions of Awards and the Board’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

(b) Certificates . All certificates, if any, evidencing Shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, any applicable Federal or state laws and applicable law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(c) Withholding . A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under any Award or under this Plan or from any compensation or other amount owing to a Participant the amount (in cash, securities, or other property) of any applicable withholding taxes in respect of an Award or any payment or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(d) No Right to Employment . The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship with, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement.

(e) Governing Law . The validity, construction, and effect of this Plan shall be determined in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.

(f) Severability . If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of this Plan and any such Award shall remain in full force and effect.

SECTION 10. Term of this Plan .

(a) Effective Date . This Plan shall be effective as of the Effective Date.

(b) Expiration Date . No Award shall be granted under this Plan after the tenth anniversary of the Effective Date. Unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after such date.

Exhibit 10.4

MANAGEMENT EQUITY AWARD AGREEMENT

(Restricted Share Units/Shares)

THIS MANAGEMENT EQUITY AWARD AGREEMENT (“ Agreement ”) is made as of December , 2011 by and between Travelport Worldwide Limited, a Bermuda exempted company (“ TWW ”) and (“ Executive ”).

RECITALS

TWW has adopted the Travelport Worldwide Limited 2011 Equity Plan (the “ Plan ”), a copy of which is attached hereto as Exhibit A.

In connection with Executive’s employment by TWW or one of its Affiliates (collectively, the “ Company ”), TWW intends concurrently herewith to grant the number of Restricted Share Units and Shares (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1. Definitions . Except as expressly provided for herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. In addition to the terms defined in the Plan, the terms below shall have the following respective meanings:

“ Agreement ” has the meaning specified in the Introduction.

“ Board ” means the board of directors of TWW (or, if applicable, any committee of the Board).

“ Cause ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Cause ” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

“ Change in Control ” shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Affiliates), or otherwise) as a result of which (i) the Majority Shareholder no longer has, directly or indirectly, ownership or voting control of equity which represents more than 50% of the total voting power in any Travelport Entity or (ii) all or substantially all of the assets of the Company or its Affiliates taken as a whole are sold by lease, license, sale or otherwise.

“ Company ” has the meaning specified in the Recitals.

“ Constructive Termination ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Constructive Termination ” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement or (D) the primary business office for Executive being relocated by more than 50 miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the 60 ^th day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

“ Disability ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Disability ” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment. Any question as to the existence of the Disability of Executive as to which Executive and TWW cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and TWW. If Executive and TWW cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to TWW and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

“ Effective Date ” means the date hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Executive ” has the meaning specified in the Introduction.

“ Intermediate ” shall mean Travelport Intermediate Limited, a Bermuda exempted company

“ Majority Shareholder ” shall mean, collectively, Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Participation Partnership (Cayman) V L.P.; BCP V Co-Investors (Cayman) L.P., TCV VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., OEP TP, Ltd and the other shareholders of TDS as of the date hereof, and any Person which Controls any of the foregoing Persons.

“ Majority Shareholder Entity ” shall mean Intermediate, and, if the Majority Shareholder holds its equity interest in the Company indirectly through an entity other than Intermediate, such entity.

“ Other Documents ” means the Plan, any other management equity award agreement between Executive and TWW and any employment agreement by and between Executive and any Company, in each case as amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“ Restricted Share Unit ” has the meaning set forth in Section 2.1 hereof.

“ Shares ” means common shares, par value US$0.0002, of the Company.

“ Share Bonus Award ” has the meaning set forth in Section 2.2 hereof.

“ TDS ” means TDS Investor (Cayman), L.P., a Cayman island limited partnership.

“ Travelport Entities ” shall mean TDS, Intermediate and the Company or any other entities formed above the Company and below the Majority Shareholder Entity.

“ Unvested Restricted Share Units” means Restricted Share Units held by Executive that are subject to any vesting, forfeiture or similar arrangement under this Agreement.

“ Vested Restricted Share Units ” means Restricted Share Units held by Executive that are no longer subject to any vesting, forfeiture or similar arrangement under this Agreement.

SECTION 2

GRANT OF RESTRICTED SHARE UNITS AND SHARES

2.1. Restricted Share Units . Subject to the terms and conditions hereof, TWW hereby grants Executive Restricted Share Units as is set forth on the signature page to this Agreement and Executive accepts such Restricted Share Units from TWW. Each “ Restricted Share Unit ” represents the right to receive from TWW, on the terms and conditions (and at the times) set forth in this Agreement, one Share (but subject to adjustment pursuant to Section 4.3). The terms of the Shares are set forth in, and governed by, the Plan and Executive shall have no rights in respect of such Shares until the Company delivers such Shares pursuant to the terms hereof.

2.2 Shares . TWW hereby grants Executive a Share Bonus Award representing Shares (the “ Share Bonus Award ”), subject to the applicable terms and conditions set forth in this Agreement.

SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1. Vesting Schedule .

(a) Subject to Section 3.1(b) of this Agreement, the Restricted Share Units granted to Executive under this Agreement shall vest with respect to 100% of such units on January 1, 2014 (“ Vesting Date ” ) .

(b) Notwithstanding the foregoing, in the event that:

(i) a Change in Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the unvested Restricted Share Units immediately prior to such Change of Control (and such unvested Restricted Share Units shall automatically convert to Vested Restricted Share Units hereunder);

(ii) Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination, or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Share Units that would have vested (and such Restricted Shares Units shall be treated as Vested Restricted Share Units hereunder) assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment and (2) that the award vests ratably on a monthly basis beginning on January 1, 2012 through January 1, 2014. Any Restricted Share Units that remain unvested after the application of this Section 3.1(b)(ii) shall be forfeited; and

(iii) Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(b)(ii), Executive shall have no right to further vesting of the Restricted Share Units that are Unvested Restricted Share Units (and such Restricted Share Units shall be forfeited on such termination of employment).

(c) The Shares underlying the Share Bonus Award granted to Executive under this Agreement shall be vested with respect to 100% of such Shares as of the date of this Agreement, but shall remain subject to the applicable terms and conditions set forth in this Agreement.

3.2. Transfer Prohibited . Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any Restricted Share Units, except upon the death of Executive. Upon any attempted Disposition in violation of this Section 3.2, the Restricted Share Units shall immediately become null and void. In addition, as set forth in Section 3.4 of this Agreement, each Share delivered pursuant to this Agreement (whether pursuant to Restricted Share Units or the Share Bonus Award) is subject to the Plan.

3.3. Delivery of Shares . The Shares subject to the Share Bonus Award shall be fully vested as of the date hereof and shall not be subject to forfeiture by reason of Executive’s termination of employment for any reason following the date hereof. No Shares covered by a Restricted Share Unit shall be delivered to Executive until the Restricted Share Unit becomes a Vested Restricted Share Unit. Subject to the last sentence hereof, the Shares subject to the Share Bonus Award shall be delivered to the Executive as soon as practicable following the date hereof, and any Vested Restricted Share Units shall be delivered within 30 days of the vesting date, or if later, provided that Executive shall have paid to the Company such amount as may be requested by TWW for purposes of depositing

any federal, state or local income or other taxes required by law to be withheld with respect to the delivery of the Restricted Share Units and the Share Bonus Award (provided that this condition may be satisfied if the Company withholds Shares to cover such required withholding amounts); and further provided that this condition must be satisfied, and the Shares delivered, not later than March 15 of the year following the year of grant, in the case of the Share Bonus Award, or not later than March 15 in the year following the year of vesting, in the case of Restricted Share Unit Awards. Delivery of Shares issuable pursuant to Awards granted under this Agreement may be evidenced in such manner as the Company shall determine, including without limitation by issuance of certificates representing Shares or the making of a book entry or other electronic notation indicating ownership of the Shares.

3.4. Plan . Executive acknowledges receipt of a copy of the Plan and represents that Executive understands that (i) the terms of grant of the Shares are set forth in, and governed by, the Plan, (ii) Executive shall have no rights in respect of such Shares until the Company delivers such Shares pursuant to the terms hereof and (iii) the Plan may be amended or modified from time to time.

SECTION 4

DISTRIBUTION EQUIVALENT RIGHTS WITH RESPECT TO RESTRICTED SHARE

UNITS

4.1. Payments and Allocations upon Distributions . If on any date while Restricted Share Units are outstanding hereunder, the Company shall make any distribution or pay any dividend to holders of Shares, TWW shall cause the Company to allocate to a notional account for Executive (the “ Notional Account ”) an amount, in respect of each Unvested Restricted Share Unit, equal to the amount that would have been payable in respect of the Shares underlying such Unvested Restricted Share Unit if it were issued and outstanding on the date of such dividend or distribution.

4.2. Additional Payments upon Vesting . On any date that any Unvested Restricted Share Units become Vested Restricted Share Units, Executive shall be entitled to receive an amount (such amount, the “ Unvested Distribution Equivalent Payment ”) equal to the product of (x) all amounts then credited to Executive’s Notional Account multiplied by (y) a fraction, the numerator of which shall be the number of Restricted Share Units that became Vested Restricted Share Units on such date and denominator of which shall be the total number of Unvested Restricted Share Units immediately prior to such date. Upon payment of any Unvested Distribution Equivalent Payment, the amount credited to the Notional Account shall be reduced thereby.

4.3. Withholding . TWW and the Company shall have the right and is hereby authorized to withhold from any Distribution Equivalent Payment the amount of any applicable withholding taxes in respect of such payment and to take such action as may be necessary in the opinion of TWW or the Company to satisfy all obligations for the payment of such taxes.

SECTION 5

NON-COMPETITION AND CONFIDENTIALITY

5.1. Non-Competition .

status or former status with any Company or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship or prior relationship to the Company or any of its Affiliates.

(b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “ Competitor ” means any enterprise or business that is engaged or plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or other provides its products or services). During the Restricted Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Restricted Period (subject to the definition of “Competitor”).

(c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then-current clients of the Company or any of its Affiliates for any existing business of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates.

(d) During the Restricted Period, Executive shall interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is an employee of the Company or any of its Affiliates to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any employee of the Company or any of its Affiliates.

(e) For the purposes of this Agreement, “ Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(f) The period of time during which the provisions of this Section 5.1 shall be in effect shall be extended by the length of time during which the parties are in litigation over a claim that the Executive is in breach of the terms hereof.

(g) Executive agrees that the restrictions contained in this Section 5.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 5.1 constitute entirely separate, severable and independent restrictions.

(h) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 5.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.2. Confidentiality .

(a) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior written authorization of the Board.

(b) “ Confidential Information ” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

(c) Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive may disclose to any prospective future employer the provisions of Section 5 of this Agreement provided they agree to maintain the confidentiality of such terms.

(d) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

5.3. Intellectual Property .

(a) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“ Works ”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“ Prior Works ”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b) If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“ Company Works ”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(d) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct & Ethics and other Company policies regarding the protection of confidential information (including without limitation information security and customer data), intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

5.4. Specific Performance . Executive acknowledges and agrees that TWW’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 would be inadequate and TWW would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, TWW, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 5.

5.5. Survival . The provisions of this Section 5 shall survive the termination of Executive’s employment for any reason. The provisions of this Section 5 are in addition to any other restrictions set forth in any other long-term incentive program award agreement or letter, employment agreement or contract; offer letter; non-competition, non-solicitation, confidentiality, and/or intellectual property agreement; Company policy, guideline or standard; or the protections under applicable law.

SECTION 6

MISCELLANEOUS

6.1. Tax Issues . THE ISSUANCE OF THE RESTRICTED SHARE UNITS TO EXECUTIVE AND/OR THE DELIVERY OF THE SHARES PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE RESTRICTED SHARE UNITS, THE SHARE BONUS AWARD AND/OR SHARES OR THIS AGREEMENT . EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED SHARE UNITS, THE SHARE BONUS AWARD AND THE SHARES AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED SHARE UNITS, THE SHARE BONUS AWARD OR SHARES.

6.2. Compliance with IRC Section 409A . Notwithstanding anything herein to the contrary, (i) if at the time Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 6.2; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto.

6.3. Employment of Executive . Executive acknowledges that he is employed by TWW or its Affiliates subject to the terms of his employment agreement with TWW (if any). Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

6.4. Equitable Adjustments . Notwithstanding any other provisions in this Agreement or the Plan to the contrary, subject to any required action by shareholders, if (i) the Company shall at any time be involved in a merger, amalgamation, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or any distribution to holders of Shares other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of TWW necessitates action by way of adjusting the terms of the outstanding Awards (collectively, “ Adjustment Events ”), then TWW in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration such matters, without limitation, as relative value of each class of Shares and the Restricted Share Units, status of vesting and the nature of the Adjustment Event and its impact on the Shares and the Restricted Share Units) to the holders of Shares as a group, as to (i) the number or kind of Shares or other securities issued or reserved for issuance under the Plan in respect of Restricted Share Units, (ii) the vesting terms under this Agreement, and/or (iii) any other affected terms hereunder.

6.5. Calculation of Benefits . Neither the Restricted Share Units, the Share Bonus Award, nor the Shares shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

6.6. Setoff . TWW’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder and under the Plan shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of its Relatives) that are Controlled by such Executive (or any of its Relatives)) to TWW or its Affiliates (including without limitation amounts owed pursuant to the Plan).

6.7. Remedies .

(a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

6.8. Waivers and Amendments . The respective rights and obligations of TWW and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) in writing by such respective party. This Agreement may be amended only with the written consent of a duly authorised representative of TWW and Executive.

6.9. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

6.10. CONSENT TO JURISDICTION .

(a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OR, IF REQUIRED, THE APPROPRIATE GEORGIA STATE OR SUPERIOR COURT, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 6.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(b) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.

6.11. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

6.12. Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.13. Entire Agreement . This Agreement and the Other Documents constitute the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding grants of equity, equity-based or equity-related rights or instruments in any Company, except other agreements with respect to Shares or other securities in TDS.

6.14. Notices . All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 6.14), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or deposited with the U.S. Postal Services mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to TWW or the Company, addressed to:

Travelport Worldwide Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

USA

Attention: Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in TWW’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

6.15. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

6.16. Agreement Subject to Plan . By entering into this Agreement, Executive agrees and acknowledges that Executive has received and read a copy of the Plan and that the Restricted Share Units and Share Bonus Award are subject to the Plan. The terms and provisions of the Plan as may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

6.17. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile .

(a) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(c) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

IN WITNESS WHEREOF, TWW and Executive have executed this Agreement as of the day and year first written above.


COMPANY:

Travelport Worldwide Limited

By: Signature:
		Name:
		Title:


EXECUTIVE:

Signature:



Address:

Telephone No.

Fax No.

Number of Restricted Share Units:

Number of Shares:

Exhibit 10.5

MANAGEMENT EQUITY AWARD AGREEMENT

(Restricted Share Units/Shares)

RECITALS

TWW has adopted the Travelport Worldwide Limited 2011 Equity Plan (the “ Plan ”), a copy of which is attached hereto as Exhibit A.

SECTION 1

DEFINITIONS

“ Agreement ” has the meaning specified in the Introduction.

“ Board ” means the board of directors of TWW (or, if applicable, any committee of the Board).

“ Cause ” ¹ shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Cause ” shall mean (A) Executive’s failure substantially to perform

For Mr. Wilson, replace with: “Cause” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Cause” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, other than de minimis conduct that would not typically result in sanction by an employer of an executive in similar circumstances, (C) conviction which is not subject to routine appeals of right or a plea of “no contest” for (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude for which the potential penalty includes imprisonment of at least one year, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement (excluding a breach of a confidentiality obligation by a statement made by Executive in good faith in Executive’s employment capacity).

Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

“ Company ” has the meaning specified in the Recitals.

“ Constructive Termination ” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “ Constructive Termination ” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement or (D) the primary business office for Executive being relocated by more than 50 miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

“ Effective Date ” means the date hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Executive ” has the meaning specified in the Introduction.

“ Intermediate ” shall mean Travelport Intermediate Limited, a Bermuda exempted company

“ Restricted Share Unit ” has the meaning set forth in Section 2.1 hereof.

“ Retirement ” means the retirement of the Executive from employment with the Company at or beyond the age at which Executive is entitled to retire under the terms of Executive’s contract of employment or earlier with the consent of the Company provided that the Company shall not withhold its consent on the basis of Executive’s age.

“ Shares ” means common shares, par value US$0.0002, of the Company.

“ Share Bonus Award ” has the meaning set forth in Section 2.2 hereof.

“ TDS ” means TDS Investor (Cayman), L.P., a Cayman island limited partnership.

“ Travelport Entities ” shall mean TDS, Intermediate and the Company or any other entities formed above the Company and below the Majority Shareholder Entity.

“ Unvested Restricted Share Units ” means Restricted Share Units held by Executive that are subject to any vesting, forfeiture or similar arrangement under this Agreement.

“ Vested Restricted Share Units ” means Restricted Share Units held by Executive that are no longer subject to any vesting, forfeiture or similar arrangement under this Agreement.

SECTION 2

GRANT OF RESTRICTED SHARE UNITS AND SHARES

2.2 Shares . TWW hereby grants Executive a Share Bonus Award representing Shares (the “ Share Bonus Award ”), subject to the applicable terms and conditions set forth in this Agreement.

SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1. Vesting Schedule .

(b) Notwithstanding the foregoing, in the event that:

3.2. Transfer Prohibited . Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any Restricted Share Units, except upon the death of Executive. Upon any attempted Disposition in violation of this Section 3.2, the Restricted Share Units shall immediately become null and void. In addition, as set forth in Section 3.4 of this Agreement, each Share delivered pursuant to this Agreement (whether pursuant to Restricted Share Units or the Share Bonus Award) is subject to the Plan.

3.3. Delivery of Shares . The Shares subject to the Share Bonus Award shall be fully vested as of the date hereof and shall not be subject to forfeiture by reason of Executive’s termination of employment for any reason following the date hereof. No Shares covered by a Restricted Share Unit shall be delivered to Executive until the Restricted Share Unit becomes a Vested Restricted Share Unit. Subject to the last sentence hereof, the Shares subject to the Share Bonus Award shall be delivered to the Executive as soon as practicable following the date hereof, and any Vested Restricted Share Units shall be delivered within 30 days of the vesting date, or if later, provided that Executive shall have paid to the Company such amount as may be requested by TWW for purposes of remitting any income tax or other taxes required by law to be withheld with respect to the delivery of the Restricted Share Units and the Share Bonus Award (provided that this condition may be satisfied if the Company withholds Shares to cover such required withholding amounts); and further provided that this condition must be satisfied, and the Shares delivered, not later than March 15 of the year following the year of grant, in the case of the Share Bonus Award, or not later than March 15 in the year following the year of vesting, in the case of Restricted Share Unit Awards. Delivery of Shares issuable pursuant to Awards granted under this Agreement may be evidenced in such manner as the Company shall determine, including without limitation by issuance of certificates representing Shares or the making of a book entry or other electronic notation indicating ownership of the Shares.

3.4. Plan . Executive acknowledges receipt of a copy of the Plan and represents that Executive understands that (i) the terms of grant of the Shares are set forth in, and governed by, the Plan, (ii) Executive shall have no rights in respect of such Shares until the Company delivers such Shares pursuant to the terms hereof and (iii) the Plan may be amended or modified from time to time.

SECTION 4

DISTRIBUTION EQUIVALENT RIGHTS WITH RESPECT TO RESTRICTED SHARE UNITS

4.1. Payments and Allocations upon Distributions . If on any date while Restricted Share Units are outstanding hereunder, the Company shall make any distribution or pay any dividend to holders of Shares, TWW shall cause the Company to allocate to a notional account for Executive (the “ Notional Account”) an amount, in respect of each Unvested Restricted Share Unit, equal to the amount that would have been payable in respect of the Shares underlying such Unvested Restricted Share Unit if it were issued and outstanding on the date of such dividend or distribution.

SECTION 5

NON-COMPETITION AND CONFIDENTIALITY

5.1. Non-Competition .

(a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “ Restricted Period ”), irrespective of the cause, manner or time of any termination, Executive shall not use his status or former status with any Company or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him or any Competitor in the absence of his relationship or prior relationship to the Company or any of its Affiliates.

(b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “ Competitor ” means any enterprise or business that is engaged or has plans to engage in, at any time during the Restricted Period, any activity either (x) in which the Executive was involved as an employee of the Company or any of its Affiliates to a material extent in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company or (y) in relation to which the Executive holds Confidential Information (as defined in Section 5.2(a)) and in either case which competes with the businesses conducted during or at the termination of Executive’s employment, or planned or proposed to be conducted at any time during the Restricted Period, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company. During the Restricted Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive

performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United Kingdom, the United States and any other country in the world in which the Company operated or operates during the Restricted Period (subject to the definition of “Competitor”).

(c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit (whether directly or indirectly) on his own account or on behalf of any Competitor any Clients of the Company or any of its Affiliates or discuss with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates. For the purposes of Section 5.1(c) and 5.1(d), “ Client ” shall mean any person, firm, company, organization, or enterprise (A) who or which in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company was provided with products or services by the Company or any of its Affiliates or (B) to or with whom in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company, the Company or any of its Affiliates submitted a tender or a proposal, undertook or made a pitch or presentation or with whom or which it was otherwise negotiating for the supply of products or services or (C) in relation to whom the Executive holds Confidential Information (as defined in Section 5.2(a)).

(d) During the Restricted Period, Executive, without prior express written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor deal with any Client.

(e) During the Restricted Period, Executive shall not (whether directly or indirectly) interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is a Key Person to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any Key Person. For the purposes of this Section 5.1(e), “ Key Person ” means any person who at the date upon which the Executive ceased to be employed by the Company, or at any point in the preceding 12 month period, (A) was an employee of the Company or any of its Affiliates classified by the Company as Band 9 or above (or equivalent), or (B) who reported directly to the Executive, or (C) with whom the Executive had material dealings.

(f) During the Restricted Period, Executive, without prior written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor induce, solicit or entice to try to induce, solicit or entice any Supplier to cease conducting business with the Company or any of its Affiliates or reduce the amount of business conducted with the Company or any of its Affiliates or to adversely vary the terms upon which any business is conducted with the Company or any of its Affiliates. For the purposes of this Section 5.1(f), “ Supplier ” shall mean any person, firm, company, organization or enterprise who or which at any time in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company (A) supplied products or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates or (B) was negotiating with or had pitched to the Company or any of its Affiliates to supply goods or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates.

(g) For the purposes of this Agreement, “ Proprietary Interest ” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(h) The period of time during which the provisions of this Section 5.1 shall be in effect shall be extended by the length of time during which the parties are in litigation over a claim that the Executive is in breach of the terms hereof.

(i) Executive agrees that the restrictions contained in this Section 5.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 5.1 constitute entirely separate, severable and independent restrictions.

(j) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 5.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.2. Confidentiality .

5.3. Intellectual Property .

SECTION 6

MISCELLANEOUS

6.2. Legal Entitlement .

(a) The Plan shall not form part of Executive’s employment contract. The rights and obligations of Executive under the terms and conditions of his office or employment with the Company are not affected by his participation in the Plan or any right he may have to participate in the Plan and nothing in the Plan, or in any instrument executed pursuant to it, shall confer on any person any right to continue in office or employment. Any person who ceases to be an officer or employee with the Company as a result of the termination of his employment for any reason and however the termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that person for the loss or alteration of any rights, benefits or expectations in relation to any grant of Restricted Share Units, the Plan or any instrument executed pursuant to it.

(b) Nothing in the Plan shall be deemed to give (i) any Executive any right to participate in the Plan or (ii) any Executive any right to receive further grants of Restricted Share Units or Share Bonus Awards under the Plan.

6.7. Remedies .

6.9. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

6.10. CONSENT TO JURISDICTION .

If to TWW or the Company, addressed to:

Travelport Worldwide Limited

c/o Legal Department

300 Galleria Parkway

Atlanta, Georgia 30339

USA

Attention: Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer

Fax: (770) 563-7878

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in TWW’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof as aforesaid. Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

6.15. No Third Party Beneficiaries . There are no third party beneficiaries of this Agreement.

6.17. Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile .

(b) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(d) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

IN WITNESS WHEREOF, TWW and Executive have executed this Agreement as of the day and year first written above.


COMPANY:

Travelport Worldwide Limited

By: Signature:
		Name:
		Title:


EXECUTIVE:

Signature:



Address:

Telephone No.

Fax No.

Number of Restricted Share Units:

Number of Shares: