**Exhibit10.4**

 

**THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.** If you are in any doubt as to the contents of this letter, you arerecommended to seek your own financial advice immediately from yourstockbroker, solicitor, accountant or other independent financial adviser who,if you are taking advice in the United Kingdom, is duly authorised pursuant tothe Financial Services and Markets Act 2000 or from an appropriately authorisedindependent financial adviser if you are taking advice in a territory outsidethe United Kingdom.

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**The distribution of this document in jurisdictions otherthan the United Kingdom may be restricted by the laws of those jurisdictionsand therefore persons into whose possession this document comes should informthemselves about and observe any such restrictions.  Failure to comply with any such restrictionsmay constitute a violation of the securities laws of any such jurisdiction.**

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**lastminute.complc**

 

Registered in England Number 3852152

 

**Registered Office: 39 VictoriaStreet, London SW1H 0EE**

 

*21 June 2005*

* *

*To holders of awards granted under the lastminute.com plc Long TermIncentive Plan (“the LTIP”) and participants in the lastminute.com Annual ShareBonus Plan ( the “Annual Share Bonus Plan”)*

* *

Dear Colleague

 

**Recommended Acquisition of lastminute.com plc (“lastminute.com”)by Travelocity Europe Limited (“Travelocity Europe”), a wholly owned subsidiaryof Sabre, Inc. ( “Sabre”).**

 

You will already have received letter(s) in relation to any options youhold under the lastminute.com Executive Share Option Schemes and thelastminute.com Sharesave Scheme in relation to how the proposed acquisition oflastminute.com by Travelocity Europe, which was announced on 12 May 2005,will affect any option(s) you hold. Full details of the proposed acquisitionare set out in the Scheme of Arrangement document (the “**Scheme Document**”) which was sent tolastminute.com Shareholders, and which is also being sent to you for yourinformation.

 

I am now writing to you with details of how the proposed acquisitionwill affect the conditional shares awarded to you under the LTIP in 2004 and/or2005 ( the **“LTIP Award”**). Theletter also confirms the position in relation to the Annual Share Bonus Plan.

 

**Scheme of Arrangement**

 

The proposed acquisition is to be effected under a Scheme ofArrangement which is being put to lastminute.com Shareholders for approval on29 June 2005 and to the Court for approval on or about 19 July 2005.  You should note that all the dates stated inthis letter are subject to change. Assuming the Scheme of Arrangement isapproved, all lastminute.com Shares will be automatically cancelled and theholders of lastminute.com Shares will receive a cash payment on the followingbasis:

 
| **for each lastminute.com** **Share** | ** ** | **165 pence in cash** |
|--------------------------------------------|------------|-----------------------|

 

Further details on the Scheme of Arrangement are set out in the SchemeDocument.

 

**Effect on your LTIP Award(s)**

 

Under the rules of the LTIP the conditional shares awarded toyou in 2004 and 2005 may be released to you on a change of ownership.  However, the number of shares which may bereleased will primarily be dependent upon the Company’s relative totalshareholder performance (“TSR”) against a

 

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comparator group from the date of grant tothe change of ownership and in addition the Company must also take into accountthe amount of time elapsed since the date of grant.

 

For the performance condition to besatisfied, the Company’s relative TSR must be at the median of the comparatorgroup and the better the Company’s performance the more shares that canpotentially be released.  The release schedule isset out in the Performance Schedule you received with your awarddocumentation and is explained in more detail in the booklet.

 

Unfortunately for LTIP Awards granted in2004, the Company’s comparative TSR performance from the date of grant to thepresent (based on an indicative calculation) is below the median.  The Company has agreed with Sabre that theseawards will lapse and Sabre will award you a new grant in replacement overshares in Sabre under and subject to the Sabre Holdings 2005 Amended andRestated Long-Term Incentive Plan.  Thenew Sabre share awards will be of an equivalent grant value and also have performanceconditions attached, which are still to be confirmed.  Provided these performance conditions are met(to year end 2007) the awards will be released in January 2008; if theperformance conditions are not met the awards will be released 5 years from theoriginal date of grant for your 2004 LTIP Award (4 March 2009).  Please note that you will receive a separateletter confirming the Company’s TSR performance up to the date of the change ofownership and details of your new Sabre share award in due course.

 

For LTIP Awards granted in 2005, the Company’sTSR performance from the date of award to the present (based on an indicativecalculation) is such that the Company is ranked at the upper quartile whichmeans that based on performance alone all the shares awarded to you couldpotentially be released.  However indetermining the actual number of shares that will be released to you under theLTIP rules, the Company must also take into account the amount of time whichhas elapsed since the date of grant to the change of ownership in comparison tothe total holding period since the date of grant of the LTIP Award. Assumingthe performance conditions are met, the Company has agreed that 9/36ths (25%)of the total number of shares awarded to you will be released to you when thechange of ownership occurs.

 

Please note that you will receive a separateletter confirming the Company’s TSR performance up to the date of the change ofownership and the actual number of shares to be released.  When the shares are released to you they willbe compulsorily acquired by Travelocity Europe under the Company’s amendedArticles of Association and you will then receive the scheme consideration of165p per lastminute.com Share less any relevant deductions for income tax,social security or other withholdings.

 

The Company has agreed with Sabre that thebalance, 27/36ths (75%), of the shares comprising your original 2005LTIP Award will lapse and Sabre will award you a new grant in replacement overshares in Sabre under and subject to the rules of the Sabre Holdings 2005Amended and Restated Long-Term Incentive Plan. The new Sabre share awards will also have performance conditionsattached (these are to be confirmed). The new Sabre share awards will be of an equivalent grant value and alsohave performance conditions attached, which are still to be confirmed.  Provided these performance conditions are met(to year end 2008) the awards will be released in January 2009); if theperformance conditions are not met the awards will be released 5 years from theoriginal date of grant for your 2005 LTIP Award (17 February 2010).  Please note that you will receive a separateletter confirming the Company’s TSR performance up to the date of the change ofownership and details of your new Sabre share award in due course.

 

**Annual Share Bonus Plan**

 

You currently participate in the Annual ShareBonus Plan under which half of any bonus earned was due to be paid in cash andhalf in shares.  The extent to which anybonus is paid will obviously be determined when the financial results of theexisting lastminute.com group are known after the end of the current financialyear. The Company has agreed with Sabre for this financial year that, to theextent that the existing lastminute.com bonus targets are met, any bonus earnedwill be paid fully in cash.

 

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**Action to be Taken**

 

There is no action to be taken by yourselfin relation to your LTIP Awards. We will write to you again shortly aftercompletion of the acquisition, which is expected to be on 20 July 2005,with full details of the amount that you will receive in relation to your 2005LTIP Award and the replacement LTIP Award(s) that you will be granted.

 

**Further Information**

 

If you have any queries in relation to thisletter or how your LTIP Awards are affected, you should contact myself or SimonWatkins.

 

 
|   | Yours  sincerely    |   |
|--------|---------------------|--------|
|   |                |
|   | /s/ Liane Hornsey   |   |
|   | Liane  Hornsey      |   |
|   | *Group HR Director* |   |
|        |                     |        |  |

 

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*NOTES:*

 

*(a)**                               A copy of the rules of the LTIP is available for inspection atlastminute.com’s registered office at 39 Victoria Street, London, SW1H 0EEduring usual business hours (or upon request to the Company Secretary).*

 

*(b)**                               The lastminute.com Directors accept responsibility for theinformation contained in this letter.  Tothe best of the knowledge and belief of the lastminute.com Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this letter for which they are responsible is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation.*

 

*(c)**                                Accidental omission to despatch this letter to, or any failure toreceive the same by any person to whom this letter should be sent, shall notinvalidate the matters referred to in this letter in any way.*

 

*(f)**                                   In the event of any conflict between this letter and the rules ofthe LTIP and current legislation, the rules of the LTIP and currentlegislation take precedence.*

 

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