Separation and Severance Agreement between Travelport Limited and Michael Rescoe (February 23, 2009)
Travelport Limited and Michael Rescoe have agreed to end Mr. Rescoe's employment as Chief Financial Officer, effective October 1, 2009, due to the transition of the Corporate Finance function to the UK. If Mr. Rescoe remains employed in good standing until that date, his departure will be considered a termination without cause, making him eligible for severance and other benefits as outlined in his 2006 Employment Agreement. The agreement confirms the terms of his separation and the benefits he will receive upon leaving the company.
Exhibit 10.39
February 23, 2009
BY HAND DELIVERY
Michael Rescoe
400 Interpace Parkway
Parsippany, NJ 07054
Dear Mike:
This letter will follow up on our conversations regarding the expected transition of the Corporate Finance function to the UK and your departure as Chief Financial Officer of Travelport following a transition period. Pursuant to Section 7(e) and Section 11(i) of the November 9, 2006 Employment Agreement between you and Travelport Limited (“the Employment Agreement”), this will confirm that your employment with Travelport Limited and its subsidiaries will be terminated without Cause (as defined in the Employment Agreement) under Section 7(c) of the Employment Agreement, effective October 1, 2009, provided you remain employed in good standing, i.e., you are not terminated for Cause (as defined in the Employment Agreement) and you do not terminate your employment other than as a result of your death or Constructive Termination (as defined in the Employment Agreement), through October 1, 2009. As part of your separation from service with the Company, you will receive the severance benefits set forth in Section 7(c)(iii) of the Employment Agreement as well as certain other benefits, each as more fully set forth in the attached Agreement and General Release and Personal Statement of Termination Benefits.
Thank you for your contributions to the Company.
Very truly yours,
Jo-Anne Kruse
Executive Vice President, Human Resources
Travelport Limited
UNDERSTOOD AND AGREED:
| /s/ Michael Rescoe |
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| Michael Rescoe |
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| 2/23/09 |
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