**Exhibit 10.2**

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# **RESTRICTED  STOCK UNIT  AWARD  CERTIFICATE**

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*Non-transferable*

 

**GRANT TO**

 
|   |                    |   |
|--------|-------------------------|--------|
|   | *(“Grantee”)* |   |

 

by Sabre Holdings Corporation (the “Company”) of

 

[             ]restricted stock units

 

convertibleinto shares of its Class A Common Stock, par value $0.01 per share (the “Units”).

 

Subjectto the terms and conditions set forth on the following pages (“Terms andConditions”).  By accepting the Units,Grantee shall be deemed to have agreed to the Terms and Conditions.

 

[Alternative#1] [The Units shall vest (become non-forfeitable) and convert to actual sharesof Stock on January 31, 2009, provided certain earnings targets to beestablished by the Compensation Committee of the Board of Directors aremet.  If such earnings targets are notmet, the Units shall vest (become non-forfeitable) and convert to actual sharesof Stock on February 17, 2010, provided that Grantee is still employed bythe Company or one of its affiliates on such date.]

 

[Alternative#2] [The Units shall vest (become non-forfeitable) and convert to actual sharesof stock in accordance with the schedule set forth in Paragraph 2 of the Termsand Conditions.]

 

IN WITNESS WHEREOF, Sabre Holdings Corporation hascaused this Certificate to be executed as of the Grant Date, as indicated below.

 
|        | SABRE  HOLDINGS CORPORATION |
|-------------|-----------------------------|
|        |                        |
|        | By:                         |   |   |
|        |                        | James  F. Brashear |
|        |                        | Corporate  Secretary |
|        |                        |   |
| Grant Date: |                        |   |
|             |                             |  |  |  |  |

 

Bysigning below Grantee accepts and agrees to all of the Terms and Conditions ofthe Units and also acknowledges receipt of a copy of the Restricted Stock UnitAward Terms and Conditions.

 
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|--------|---------|--------|
|   |    |
|   | Grantee |

 

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RESTRICTED STOCK UNIT AWARD

TERMS AND CONDITIONS

 

1.               Grant of Units. Sabre Holdings Corporation (the “Company”) hereby grants to the Granteenamed on page 1 hereof (“Grantee”), subject to the restrictions and theterms and conditions set forth in this award certificate (this “Certificate”),the number of restricted stock units indicated on page 1 hereof (the “Units”)which represent the right to receive an equal number of shares of the Company’sClass A Common Stock, par value $0.01 per share (“Stock”) on the terms set forth in thisCertificate.  Certain capitalized termsused herein are defined in Paragraph 13 of this Certificate.

 

[Alternative # 1] [2.                 Vesting of Units.  TheUnits have been credited to a bookkeeping account on behalf of Grantee.  The Units will vest and becomenon-forfeitable on the earliest to occur of the following (the “Vesting Date”):

 

(a)          January 31, 2009, provided that (i) 2008 EBITDA for thecombined lastminute.com and TEU units is equal to or greater than an EBITDAtarget to be established by the Committee prior to or during the performanceperiod, and (ii) Grantee is still employed by the Company or one ofits affiliates on such date; or

 

(b)         February 17, 2010 provided that Grantee is still employedby the Company or one of its affiliates on such date; or

 

(c)          a Change in Control of the Company, if the Units are not assumed by thesurviving company or equitably converted or substituted; or

 

(d)         the termination of Grantee’s employment from the Company or one of itsaffiliates by the Company without Cause or by Grantee for Good Reason, in eachcase within one year following a Change in Control of the Company; or

 

(e)          the termination of Grantee’s employment from the Company or one of itsaffiliates due to death or Disability (as defined below).

 

If Grantee’s employment terminates prior to theVesting Date for any reason other than as described in (d) or (e) above,Grantee shall forfeit all right, title and interest in and to the Units as ofthe date of such termination and the Units will be reconveyed to the Companywithout further consideration or any act or action by Grantee.

 

Notwithstanding the foregoing vesting schedule, theCommittee may in its sole discretion at any time determine that all or aportion of the Units shall vest and become non-forfeitable and shall beconverted to actual shares of Stock as set forth in Paragraph 3 below.]

 

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[Alternative #2]            [2.    Vesting of Units.  The Units have been credited to a bookkeepingaccount on behalf of Grantee.  The Unitswill vest and become non-forfeitable on the earliest to occur of the following(the “Vesting Date”):

 

(a)   With respect to one-third of the Units, onthe date that the Company or one of its affiliates terminates Grantee’semployment without Cause, if such date is on or prior to January 20, 2006;

 

(b)   With respect to two-thirds of the Units, onthe date that the Company or one of its affiliates terminates Grantee’semployment without Cause, if such date is after January 20, 2006 and on orprior to July 20, 2006;

 

(c)   On the date that the Company or one of itsaffiliates terminates Grantee’s employment without Cause, if such date is afterJuly 20, 2006;

 

(d)   On January 20, 2007 if Grantee’semployment terminates by reason of the expiration of the original fixed-term ofGrantee’s Employment Agreement dated             ,2005;

 

(e)   January 31, 2009, provided that (i) 2008EBITDA for the combined lastminute.com and TEU units is equal to or greaterthan an EBITDA target to be established by the Committee prior to or during theperformance period, and (ii) Grantee is still employed by theCompany or one of its affiliates on such date; or

 

(f)    February 17, 2010 provided thatGrantee is still employed by the Company or one of its affiliates on such date;or

 

(g)   a Change in Control of the Company, if theUnits are not assumed by the surviving company or equitably converted orsubstituted; or

 

(h)   the termination of Grantee’s employment fromthe Company or one of its affiliates by the Company without Cause or by Granteefor Good Reason, in each case within one year following a Change in Control ofthe Company; or

 

(i)    the termination of Grantee’s employment fromthe Company or one of its affiliates due to death or Disability (as definedbelow).

 

IfGrantee’s employment terminates prior to the Vesting Date for any reason otherthan as described in (a), (b), (c), (d), (h) or (i) above, Granteeshall forfeit all right, title and interest in and to the Units as of the dateof such termination and the Units will be reconveyed to the Company withoutfurther consideration or any act or action by Grantee.

 

Notwithstandingthe foregoing vesting schedule, the Committee may in its sole discretion at anytime determine that all or a portion of the Units shall vest and becomenon-forfeitable and shall be converted to actual shares of Stock as set forthin Paragraph 3 below.]

 

[Alternative #3]            [2.    Vestingof Units.  The Units have been creditedto a bookkeeping account on behalf of Grantee. The Units will vest and become non-forfeitable on the earliest to occurof the following (the “Vesting Date”):

 

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(a)   On the date that the Company or one of itsaffiliates terminates Grantee’s employment if (i) such termination iswithout Cause and does not constitute a “Termination of Specific Cases” asdefined in Grantee’s Services Agreement with the Company or one of itsaffiliates, (ii) the Company or one of its affiliates does not giveGrantee at least 12 months prior written notice of such termination, and (iii) suchtermination occurs on or before December 31, 2008;

 

(b)   January 31, 2009, provided that (i) 2008EBITDA for the combined lastminute.com and TEU units is equal to or greaterthan an EBITDA target to be established by the Committee prior to or during theperformance period, and (ii) Grantee is still employed by theCompany or one of its affiliates on such date; or

 

(c)   February 17, 2010 provided thatGrantee is still employed by the Company or one of its affiliates on such date;or

 

(d)   a Change in Control of the Company, if theUnits are not assumed by the surviving company or equitably converted orsubstituted; or

 

(e)   the termination of Grantee’s employment fromthe Company or one of its affiliates by the Company without Cause or by Granteefor Good Reason, in each case within one year following a Change in Control ofthe Company; or

 

(f)    the termination of Grantee’s employment fromthe Company or one of its affiliates due to death or Disability (as definedbelow).

 

IfGrantee’s employment terminates prior to the Vesting Date for any reason otherthan as described in (a), (e) or (f) above, Grantee shall forfeit allright, title and interest in and to the Units as of the date of suchtermination and the Units will be reconveyed to the Company without furtherconsideration or any act or action by Grantee.

 

Notwithstanding the foregoing vestingschedule, the Committee may in its sole discretion at any time determine thatall or a portion of the Units shall vest and become non-forfeitable and shallbe converted to actual shares of Stock as set forth in Paragraph 3 below.]

 

3.               Conversion to Stock. Unless the Units are forfeited prior to the Vesting Date as provided inParagraph 2 above, the Units will be converted to actual shares of Stock on theVesting Date.  Shares of Stock evidencingthe conversion of Units will be registered on the books of the Company in Grantee’sname as of the Vesting Date and will be delivered to Grantee in certificated oruncertificated form as soon as practical thereafter.

 

4.               Changes in Capital Structure.  Inthe event of a corporate event or transaction involving the Company (including,without limitation, any stock dividend, stock split, extraordinary cashdividend, recapitalization, reorganization, merger, consolidation, split-up,spin-off, combination

 

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or exchange of shares), the Committee may adjust theUnits to preserve the benefits or potential benefits of the Units.  Action by the Committee may include: (i) adjustmentof the number and kind of shares which may be delivered upon conversion of theUnits; (ii) adjustment of the measure to be used to determine the amount ofthe benefit payable with respect to the Units; and (iii) any otheradjustments that the Committee determines to be equitable.  In addition, the Committee may, in its solediscretion, provide (i) that Units will be settled in cash or cashequivalents rather than Stock, (ii) that Units will become immediatelyvested, (iii) that Units will be assumed by another party to a transactionor otherwise be equitably converted or substituted in connection with suchtransaction, (iv) that performance targets and performance periods will bemodified, or (iv) any combination of the foregoing.

 

5.               Restrictions on Transfer.  Noright or interest of Grantee in the Units may be pledged, hypothecated orotherwise encumbered to or in favor of any party other than the Company or oneof its affiliates, or be subjected to any lien, obligation or liability ofGrantee to any other party other than the Company or one of itsaffiliates.  Unvested Units are notassignable or transferable by Grantee. Vested Units are not assignable or transferable by Grantee other than bywill or the laws of descent and distribution; but the Committee may permitother transfers.

 

6.               Limitation of Rights.  TheUnits do not confer to Grantee or Grantee’s beneficiary any rights of ashareholder of the Company unless and until shares of Stock are in fact issuedto such person in connection with the Units. Dividends or dividend equivalents will not be paid with respect to theUnits.  Nothing in this Certificate shallinterfere with or limit in any way the right of the Company or one of itsaffiliates to terminate Grantee’s employment at any time, nor confer uponGrantee any right to continue in employment of the Company or any of itsaffiliates.  In particular, if for anyreason Grantee ceases to be entitled to the Units in accordance with theseTerms and Conditions, Grantee will not be entitled to any compensation byreference to the rights granted hereunder or for any benefits expected to bereceived or any diminution in value.

 

7.               Payment of Taxes. The Company has the authority and the right to deduct or withhold, orrequire the Grantee to remit to the Company, an amount sufficient to satisfyfederal, state, and local taxes (including the Grantee’s income tax andemployee national insurance obligations) required by law to be withheld orwhich is otherwise payable with respect to any taxable event arising as aresult of the grant or conversion of the Units. Such requirement or payment may be satisfied, in whole or in part, atthe election of the Company, by withholding shares of Stock having a fairmarket value on the date of withholding equal to the amount required to bewithheld for tax purposes, all in accordance with such procedures as theCommittee establishes.

 

8.               Committee. The Compensation Committee of the Board ofDirectors (the “Committee”) shall have the authority to (i) interpret theterms and provisions of the Certificate, and (ii) adopt, alter, and repealrules, guidelines and practices governing the Units as it shall, from time totime, deem advisable. All decisions made by the Committee pursuant to theprovisions of the Certificate shall be made in the Committee’s sole discretionand shall be final and binding on all persons, including the Company and theGrantee.

 

9.               Amendment.  The Committee may amend,modify or terminate this Certificate without approval of Grantee; provided,however, that such amendment, modification or termination shall not, withoutGrantee’s consent, reduce or diminish the value of this award determined as ifit had been fully vested (i.e., as if all restrictions on the Units hereunderhad expired) on the date of such amendment or termination.

 

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10.         Successors.  This Certificate shall bebinding upon any successor of the Company, in accordance with the terms of thisCertificate.

 

11.         Severability.  Ifany one or more of the provisions contained in this Certificate is deemed to beinvalid, illegal or unenforceable, the other provisions of this Certificatewill be construed and enforced as if the invalid, illegal or unenforceableprovision had never been included.

 

12.         Notice.  Notices and communicationsunder this Certificate must be in writing and either personally delivered orsent by registered or certified mail, return receipt requested, postageprepaid.  Notices to the Company must beaddressed to Sabre Holdings Corporation, 3150 Sabre Drive, Southlake, Texas, Attn: Secretary, or any otheraddress designated by the Company in a written notice to Grantee. Notices toGrantee will be directed to the address of Grantee then currently on file withthe Company, or at any other address given by Grantee in a written notice tothe Company.

 

13.         Acknowledgement and Agreement of Grantee.  Inconsideration of the grant of this award, Grantee hereby acknowledges andagrees:

 

(a)          that the Company is under no obligation to grant any further awards toGrantee in the future and shall not become under such an obligation because ofthis award; and

 

(b)         the Company may hold and process both electronically and manuallypersonal data relating to Grantee for the purposes of administering the awardand may transfer such data outside the EEA and to other parties as considerednecessary or desirable for such purposes.

 

14.         Defined Terms.  Forpurposes of this Certificate, the following words shall have the followingmeanings:

 

(a)          “Cause”****means, but is not limited to, any of thefollowing actions: theft, dishonesty or fraud, insubordination, persistentinattention to duties or excessive absenteeism, violation of the Company’s WorkPrinciples, Business Ethics or other policies, or any applicable law. Thedetermination of whether Cause exists shall be made in the Company’s solediscretion.

 

(b)         “Change in Control” means the happening of any of the following:

 

(i)             When any “Person” (as defined in Section 3(a)(9) ofthe Securities Exchange Act of 1934, as amended from time to time), directly orindirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 underthe Securities Exchange Act of 1934, as amended from time to time) ofsecurities of the Company representing twenty-five percent (25%) or more of thecombined voting power of the Company’s then outstanding securities; or

 

(ii)          The individuals who, as of the Grant Date, constitute the Board of Directors(the “Incumbent Board”) cease for any reason to constitute at least a majorityof the Board of Directors; provided, however, that any individual becoming adirector subsequent to the Grant Date whose election, or nomination forelection by the Company’s shareholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual

 

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whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard of Directors; or

 

(iii)       Consummation of a reorganization, merger or consolidation or sale orother disposition of all or substantially all of the assets of the Company orthe acquisition of assets of another corporation (a “Business Combination”), ineach case, unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities who were the beneficialowners, respectively, of the then outstanding share of stock of the Company(the “Outstanding Company Stock”) and the combined voting power of the thenoutstanding voting securities of the Company entitled to vote generally in theelection of directors (the “Outstanding Company Voting Securities”) immediatelyprior to such Business Combination beneficially own, directly or indirectly,more than sixty percent (60%) of, respectively, the then Outstanding CompanyStock and the combined voting power of the then Outstanding Company VotingSecurities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Business Combination (including,without limitation, a corporation which as a result of such transaction ownsthe Company or all or substantially all of the Company’s assets either directlyor throughout one or more subsidiaries), (B) no Person (excluding anyemployee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly or indirectly,twenty-five percent (25%) or more of respectively, the then Outstanding CompanyStock resulting from such Business Combination or the combined voting power ofthe then Outstanding Company Voting Securities except to the extent that suchownership existed prior to the Business Combination, and (C) at least amajority of the members of the board of directors of the corporation resultingfrom such Business Combination were members of the Incumbent Board at the timeof the execution of the initial agreement, or of the action of the Board ofDirectors, providing for such Business Combination; or

 

(iv)      Approval by the shareholders of the Company of a complete liquidationor dissolution of the Company.

 

(c)          “Disability” means a condition under which a participant either (i) isunable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less thantwelve months, or (ii) is, by reason of any medically determinablephysical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than twelve months,receiving income replacement benefits for a period of not less than threemonths under an accident and health plan covering employees of the Company.

 

(d)         “Good Reason” for termination of employment following a Change inControl shall be deemed to exist if:

 

(i)             without the Grantee’s written consent, one ormore of the following events occurs at any time during the first twelve (12)months after such Change in Control:  (1) the Grantee’s base salary rate or annual incentive compensationtarget is reduced below that in effect immediately prior to the Change inControl for any reason other than for Cause; (2) the Grantee’s principaloffice is moved, without the Grantee’s consent, to a location that is more thanfifty (50) miles from its location immediately

 

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prior to the Change inControl; (3) for any reason other than for Cause, the Grantee suffers asignificant adverse change in the nature or scope of the authorities, powers,functions, responsibilities or duties attached to the position with the Companywhich the Grantee held immediately prior to the Change in Control;  (4) a successor where applicable, doesnot assume and agree to the terms of this Certificate; or (5) the Companypurports to terminate Grantee’s employment other than in accordance with aNotice of Termination; and

 

(ii)          Grantee notifies the Company in writing (addressed in care of theChairman of the Board of Directors of the Company) of the occurrence of suchevent; and

 

(iii)       within thirty (30) days following receipt of such written notice, theCompany does not cure such event to the reasonable satisfaction of the Granteeand deliver to the Grantee a written statement that it has done so; and

 

(iv)      within sixty (60) days following the expiration of the period specifiedin (iii) above (without the occurrence of a cure and written noticethereof as described in below), the Grantee voluntarily terminates employmentwith the Company.

 

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