Document

Exhibit 10.91



June 1, 2020


Roshan Mendis 
4525 Bordeaux Ave.
Dallas, TX 75205


Dear Roshan,


Congratulations on your new role as Executive Vice President and Chief Commercial Officer. We are pleased to present to you the following offer effective June 8, 2020 (the "Effective Date"), subject to Board approval.


•Base Salary: Effective July 6, 2020, your annualized base salary will be $500,000 ("Base Salary"), less withholding for taxes and deductions, which under the Company's current payroll practices will result in a bi-weekly gross pay rate of $19,230.77. Your Base Salary will be reviewed annually in accordance with our regular company review process.


•Annual Bonus: Effective your promotion date, your annual target cash bonus under Sabre's Executive Incentive Program ("EIP") will be equal to 85% of your Base Salary, based on your attainment of pre-established performance goals as approved each calendar year by the Company's Board of Directors or a committee of the Board. The annual bonus will be paid to you no later than March of the year following the year in which that bonus was earned. Your bonus will be prorated for your time in position (SIP and EIP).


•Promotion Equity Grant: You will receive a promotional equity grant of $1,000,000. Your grant will be delivered in an equal number of stock options and performance restricted stock units (PSUs) using a stock price of $14.00 per share to calculate your award. Your award will be granted on the next regularly scheduled grant date following the Effective Date, which is June 15, 2020. The stock options will vest 331⁄3%  per year on the anniversary of the grant date and will have an exercise price equal to the closing price of Sabre stock on the grant date. Half  of  the PSUs granted will vest 331⁄3%  on each of (1) June 15, 2021  with the number of PSUs vesting being based on 2020 adjusted EBITDA performance, (2) March 15, 2022 with the number of PSUs vesting being based on 2021 adjusted EBITDA performance and (3) March 15, 2023 with the number of PSUs vesting being based on 2022 adjusted EBITDA performance. The remaining half of the PSUs granted will vest on March 15, 2023 based on the Company achieving its three-year Free Cash Flow (EBITDA less PP&E) goal for 2020 through 2022.


◦Participation in the Company's Long-Term Equity Incentive Plan: You will remain eligible to participate in the Company's LTI program and the new target grant value for this position is
$1,500,000.


◦You will  continue to be subject to the Company's Stock Ownership Guidelines, but with a new guideline level of three (3) times your base salary. You will have five years from your promotion to achieve this level; however, in the interim you will continue to be subject to certain share retention requirements until you meet this guideline level.















•Relocation: You will be eligible to receive relocation assistance and benefits beginning              January 1, 2021. It    is expected  you  will   relocate  to  the  DFW  area  by  December 31, 2021. Per                         our discussion we will continue to assess this arrangement on an ongoing basis. Your              relocation assistance will be provided in accordance with the Sabre Expatriate and Temporary                Duty Assignment Policy.
•Expatriate Benefits: The Company provided expatriate benefits will be in accordance with the           summary and time periods described in Appendix A.
•Termination Provisions: You will be eligible to participate in the Company's Executive          Severance Plan as a Level 2 Employee, as approved by the Compensation Committee of the                     Board,  which      will     provide   you  with  certain  severance  benefits  in  the  event  of  your  termination of employment  by  the Company other  than for  Cause  or  your resignation for Good Reason (each as defined in the Executive Severance Plan, a copy of which is enclosed with this  letter) and which otherwise addresses the treatment of your termination of employment.
All compensation payments described in this letter are subject to the approval of Board  of Directors of the Company and will be paid in accordance with the Company's customary payroll practices and the requirements of applicable law.
We  value  your  contributions  and  leadership  and are excited  to have  you as a key leader in our  organization. Please sign and return this letter to me, indicating your acceptance and understanding, no later than June 5, 2020.
Sincerely,




/s/ Dave Shirk
Dave Shirk
President, Travel Solutions






Acceptance:  I agree with the terms and conditions of this letter.




									
	/s/ Roshan Mendis		June 2, 2020
	Roshan Mendis		Date 

















APPENDIX A


Additional Benefit Summary


This appendix is intended as a summary of the additional benefits and the time periods for which those benefits will be provided by the Company.




												
		BENEFIT TIME PERIOD		
	BENEFIT	Current –
7/5/2020
	7/6/2020 – 12/20/2020	Beginning
12/21/2020

	Compensation and Benefit Plans	✔	✔	✔
	VISA/Work Permits	✔	✔	✔
	Monthly Housing Allowance	✔		
	Monthly Utilities Allowance	✔		
	COLA	✔		
	Child Education Assistance	✔		
	Tax Equalization	✔	✔	✔
	Tax Preparation	✔	✔	✔
	Hypothetical Withholding	✔	✔	
	Foreign Tax Payment	✔	✔	
	Home Leave	✔		
	Monthly Car Allowance	✔		
	International Healthcare Plan	✔	✔	✔
	Repatriation Benefits	✔	✔	✔


*based on US payroll processing, but dates will align with tax year; relocation benefits apply if relocation occurs


EXPATRIATE BENEFIT DESCRIPTION
Compensation and Benefit Plans
You will remain on the payroll and pay cycle of your home country (the United States). Administration of your compensation and benefit plans (including, but not limited to pay plans, merit, incentive, bonuses) will remain with your home country. You will not receive host country compensation or benefits.


Visa and/or Work Permits
Company provided assistance and reimbursement of the costs of obtaining and maintaining any necessary work permits, visas, and other required documentation.


Supplemental International Allowances
Housing Arrangements
Basic utilities - USD 240 a month for water, heat, electricity, gas, excluding telephone, cable
TV, etc.


Renting a Home - USD 12,000 net monthly housing allowance for renting a home, paid
directly to the landlord.













. Owning a Home - USD 10,000 per month allowance. Sabre will not provide any assistance purchasing a home nor is the company responsible for any assistance selling the home in the future.


Cost of Living Allowance
Cost of living allowance {COLA), which is intended to equalize purchasing power in the international/host location. COLA will change in response to base salary changes and changes in family size; retroactive adjustments are not made.


Education
Educational assistance for children to attend adequate schools in the host country.


Income Taxes
Please note, you are responsible for complying with any and all applicable income tax regulations in the host country and any other countries where you are required to pay taxes.


Tax Equalization
Tax equalization services provided by Deloitte and per the Company Tax Equalization Policy for the year of repatriation and subsequent years (if deemed necessary).


Tax Preparation
Tax preparation services provided by Deloitte, including for the year of repatriation and subsequent years (if deemed necessary). Please note this only applies to income earned on Company business.


Hypothetical Withholding
In lieu of Federal and State/Local Taxes (if applicable), a hypothetical tax to be deducted from each payroll check.


Foreign Tax
Company paid foreign taxes directly to the host country government, as applicable.


Other Benefits
Home Leave
One (1) home leave trip (business class) to either Dallas, TX, Sri Lanka or Australia per twelve
(12) months worked for participant and each accompanying family member.


Car Allowance
Monthly car allowance of US $1,500 per month for all car expenses, net of taxes.


Healthcare
Participation in the Cigna International Expatriate Healthcare Plan.


Repatriation
Repatriation benefits provided in accordance with the Repatriation section of the Expatriate and TDY Policy. Same allowable air and surface shipment per Expatriate Letter of Assignment, and repatriation allowance will be USD 5,000.