Exhibit 10.7

EXECUTIVE TERMINATION BENEFITS AGREEMENT

This Executive Termination Benefits Agreement ("Agreement") dated as of January 19, 2004 ("Effective Date"), is among Sabre Holdings Corporation, a
Delaware corporation ("Sabre Holdings"), Sabre Inc., a Delaware corporation ("Sabre"), and the executive named on the signature page hereof (the "Executive").

WHEREAS,
the Board of Directors recognizes that any likelihood of a Change in Control affecting the Company, and the uncertainty which it may raise among management personnel, may result
in the departure or distraction of management personnel to the detriment of the Company and its stockholders;

WHEREAS,
the Board of Directors considers it essential to the best interests of the Company and its stockholders that its key executives be incentivized to remain with the Company, and
to continue to devote their full attention and dedication to the Company's business and their assigned duties, in the event of an actual or likely Change in Control;

WHEREAS,
the Board of Directors believes the Executive is a key executive of the Company and, in the event of an actual or likely Change in Control, the Board of Directors wants the
Executive to continue performing his or her duties, to assess the impact of the potential Change in Control, to advise the Company whether the potential Change in Control is in the best interests of
the Company and its shareholders, to assist in implementing the Change in Control, and to take such other actions as the Board might determine to be appropriate under the circumstances, all without
the Executive being distracted by personal concerns about the impact of the potential Change in Control on the Executive; and

WHEREAS,
the Company has agreed for those Executives with a prior existing Executive Termination Benefits Agreement (ETBA) with the Company, to grant additional awards to the Executive
under the LTIP (as defined in Section 4(f) below), which the Company is not otherwise obligated to grant, in return for the Executive agreeing that the terms herein shall override anything to
the contrary in any prior existing ETBA or the LTIP, even if the prior existing ETBA or the LTIP would otherwise have provided a greater benefit, and the Executive acknowledges the receipt and
sufficiency of such additional grants as good and valuable consideration for Executive's agreement to said amendments to the LTIP and replacement of prior existing ETBAs; and WHEREAS, attached to this
Executive Benefits Termination Agreement is an Addendum setting forth certain terms in addition to the terms set forth in this Agreement. To the extent any of the terms contained in the attached
Addendum conflict and/or contradict the terms contained in this Agreement, the terms contained in the Addendum shall control and supersede any such conflicting and/or contradictory terms contained in
this Agreement. NOW, THEREFORE, in consideration of the mutual covenants below, and in order to incentivize the Executive to remain in the employ of the Company in the event of an actual or likely
Change in Control, the Company and the Executive agree as follows:

1.Defined Terms. For purposes of this Agreement, the following terms have the meanings ascribed to them below:



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2.Circumstances Triggering Receipt of Severance Benefits.



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4

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3.Notice of Termination. Any termination of the Executive's employment with the Company as contemplated by Section 2
above (excluding Subsection 2(b)(i)(8)) will be communicated by written notice to the Executive or the Company delivered in person or by certified mail. Any "Notice of Termination" will:
(i) state the effective date of termination, which will not be less than thirty (30) days or more than sixty (60) days after the date the Notice of Termination is delivered (the
"Termination Date"), except that the Termination Date may be immediate if Cause exists; (ii) state the specific provision in this Agreement being relied upon for termination; (iii) state
the facts and circumstances claimed to provide a basis for such termination in reasonable detail, and (iv) in the case of termination for Cause, be signed by the Chairman of the Board of the
Company.

4.Termination Benefits. Subject to the conditions set forth in Section 2 above, the Company will pay or provide to
the Executive (net of any applicable payroll or other taxes required to be withheld) the following:



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5.Payment of Certain Legal Fees and Costs.



6.Certain Additional Payments by the Company.



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7.Effect of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or the Addendum, if
the Company determines (i) that on the Termination Date or at such other time that the Company determines to be relevant, the Executive is a "specified employee" (as such term is defined under
Section 409A) of the Company and (ii) that any payments or benefits to be provided to the Executive pursuant to this Agreement and/or the Addendum are or may become subject to the
additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A ("Section 409A Taxes") if provided at the time otherwise required
under this Agreement or the Addendum, as applicable, then:



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8.Letter of Credit, etc. In order to better ensure the availability of funds to pay all amounts provided for in Sections 4,
5 and 6, the Chief Financial Officer may on behalf of the Company establish a "grantor" trust or standby Letter or Letters of Credit or other suitable arrangements in an amount sufficient to cover
such amounts. The financial facility or arrangement selected by the Chief Financial Officer will be irrevocable as of a Change in Control and will become available to the Executive upon the
Termination Date and upon presentation of the documents specified in the Letter of Credit or other financial facility or arrangement. All funds provided by the Company to cover such payment. if any,
will revert to the Company after payment in full to the Executive, subject to the applicable terms of the documents implementing such arrangements.

9.Continuing Obligations.



10.Successors.



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11.Notices.

For
the purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been duly given when delivered or
mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:If to the Company:

Sabre
Attn: Corporate Secretary
3150 Sabre Drive
Mail Drop 9105
Southlake, Texas 76092




12.Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED BY AND
ENFORCED UNDER THE LAWS OF THE STATE OF DELAWARE.

13.Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement (or in any
employment or other written agreement relating to the Executive).

14.Separability. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, which will remain in full force and effect.

15.Non-assignability. This Agreement is personal in nature and neither of the parties hereto will, without the
consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 10 above. Without limiting the generality of the foregoing, the
Executive's right to receive payments or other benefits hereunder is not assignable, alienable, or transferable, whether by sale, exchange, gift, disposition, pledge, hypothecation, creation of a
security interest, or otherwise, and is not subject to attachment, execution, levy, lien, constructive trust, or other legal process (collectively, a "Transfer"), other than a transfer by his will or
by the laws of descent and distribution, and any attempted voluntary or involuntary Transfer contrary to this Section shall be null and void, and the Company shall have no obligation or liability to
pay any amount or provide any benefit or otherwise honor any order that attempts any such Transfer.

16.Termination. This Agreement will remain in effect for three (3) years from the Effective Date. It will be
automatically renewed for successive three (3) year periods unless, no fewer than one hundred eighty (180) days prior to the expiration of a three (3) year period, the Company
notifies the Executive in writing of its intent to terminate the Agreement; except that such termination will not be made, and if made will have no effect, (a) as to any payments or benefits
payable hereunder to an Executive whose employment has terminated pursuant to Section 2(a) or 2(b) above, or (b) within two (2) years after a Change in Control or
(c) during any period of time when the Company has knowledge that any third person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board (as
constituted at the time of the termination of this Agreement), the third person has abandoned or terminated its efforts to effect a Change in Control.

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

| |  | DATED:                     |  |                                                                                        
| |  | -------------------------- |  | ---------------------------------------------------------------------------------------
| |  | SABRE HOLDINGS CORPORATION |  |                                                                                        
| |  | By                         |  | James F. Brashear
Corporate Secretary                                                  
| |  | SABRE INC.                 |  |                                                                                        
| |  | By                         |  | James F. Brashear
Senior Vice President, Deputy General Counsel and Corporate Secretary

| |  | Signed: |  |  |  | 
| |  | ------- |  |  |  | 

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