a10114-offerletterxgarry






               June 30, 2022      Garry Wiseman        Dear Garry,      Congratulations and welcome to Sabre!  We are thrilled to offer you the opportunity to join our global  community of people from around the world who passionately believe in the power of technology to fuel  the dreams of travel.  We are delighted to have you join us as Executive Vice President and Chief  Product Officer reporting to Kurt Ekert, President.  Your journey with Sabre will commence on TBD,  2022.     You will have the opportunity to make a significant impact to the Product team and our global business.   Every day, in more than 60 countries, our team members work together to make it easier for travelers to  connect with people and places.        We look forward to you joining our journey!       Best regards,            Ellen Pickle   VP, Global Talent Acquisition                              





 






The Details   Base Salary      $550,000 USD   You will receive $21,153.85 bi-weekly (gross), based on 26 pay periods in a year. Pursuant to our  performance review process, you are eligible to receive a pro-rated merit-based pay increase  beginning in 2023, subject to approval by the Company’s Board of Directors (or a committee of the  Board).   Annual Bonus         $467,500 USD      You will be eligible for a pro-rated 2022 target cash bonus equal to 85% of your Base Salary, under  the Executive Incentive Plan (“EIP,” or any successor program).  The EIP is subject to the  achievement of certain financial targets and individual objectives. If EIP is earned, it is generally paid  in March following the completion of the plan year.   Long Term Equity Incentive   Sign-On Grant   You will receive a sign-on equity grant valued at $1,500,000 delivered in 50% Restricted Stock Units  and 50% Performance Stock Units. Your award will be granted on the 15th of the month following your  start date. The RSUs will have a vesting of one-third of the grant after 1 year of the grant date  anniversary, and one-third of the grant after the 2nd anniversary of the grant date, and one-third of the  grant after the 3rd anniversary of the grant date.  The PSUs will have a 3-year cliff vesting.  Annual Grant   Annual Grants: On or about March 15, of each year, starting in 2023, you will be eligible to receive an  equity award based on your position’s target award value of up to $1,500,000, based on the 2022  annual grant program.  The amount, terms and conditions of any awards to be granted to you are  subject to approval by the Board, the Compensation Committee of the Board, or a sub-committee of  the Compensation Committee, in accordance with the executive long-term incentive plan in effect at  the time.       Stock Ownership Guidelines: As a senior executive, you will be subject to the Company’s Stock  Ownership Guidelines.  These guidelines require senior executives to meet specified ownership levels  of the Company’s stock within five (5) years of becoming a senior executive.   The guidelines help to  further align the interests of senior executives with the long-term interests of our stockholders, as well  as promote the Company’s commitment to sound corporate governance.  Your guideline level is  currently three (3) times your base salary.  As noted, you will have five years to achieve this level;  however, in the interim you will be subject to certain share retention requirements until you meet this  guideline level.  In addition, you will be subject to the Company’s Insider Trading Policy, which, among  other things, imposes certain limitations on when you can trade in the Company’s stock and requires  you to pre-clear these trades.   Other Benefits   Paid Time Off   You will be also eligible for the following:   • 25 days paid time off PTO per calendar year.  PTO is classified as vacation, sick or personal days,  and is prorated based on start date.   • Two floating holidays (based on start date) and eight company-scheduled holidays.  (We observe  New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day,  Thanksgiving Day, and day after, and Christmas Day.)   • Four days (one day/quarter) of Paid Volunteer Time Off (VTO).   Executive  Severance Plan   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 (a) your resignation for Good Reason (each as defined in the  Executive Severance Plan, a copy of which is enclosed with this letter) or (b) your termination of  employment by the Company other than for Cause.     Executive  Perquisites   Annual perquisite allowance of up to $13,000 gross for certain reimbursable expenses such as legal  fees, financial planning and tax preparation services, and annual executive physical for you and your  spouse or domestic partner.  401(k)     •   Eligible for immediate contribution and rollover from another qualified plan.    Matching contributions dollar per dollar up to 6%.    Always vested in your contributions; fully vested in any company match after two years.  Ability to contribute up to 50% of IRS eligible pay and up to full IRS limits for pre-tax limits  (current limit is $20,500).    •  Loan options and catch-up contributions available for those eligible.    •  Service provider is Fidelity Investments, including a Roth investment feature.   





 






 •  Auto enrollment of 3% after 90 days if no action is taken.   Health and  Wellness   •   •   •   •   Eligible for coverage on day one of employment.   Coverage for team member, any dependents and domestic partner/spouse if they don’t  have access to benefits via their employer.     Three medical and two dental and 1 vision program to choose from.   All medical plans have prescription drug coverage.   Wellness program to save on insurance premiums.    FSA and HSA accounts available.    12 weeks 100% paid parental leave per year.    •  Short- and Long-Term Disability, Life, and AD&D Insurance.    •  Employee Assistance, Headspace Access, Health Pro advice, Real Appeal weight loss,  Kannact diabetes, and Quit for Life smoking Programs.      •  Health Express, on-site medical clinic in Southlake.    •  Active&Fit discounted gym memberships.   Additional  Benefits   •   •   Pet Insurance with up to 90% cash back on eligible vet bills.   Tuition Reimbursement up to $5,250 per calendar year.   Adoption Assistance up to $5,000 per child. ($15,000 max per family.)   Check out our ‘Sabre Benefits Resource Center’ for a more in depth look of what we offer -  https://flimp.live/Sabre-Benefit-Resource-Center      Your signature below will validate your acceptance of this offer.     We are excited about your journey to make travel happen!         /s/ Shawn Williams  __________________________________________   Shawn Williams  EVP, Chief People Officer       /s/ Garry Wiseman  __________________________________________________________   Garry Wiseman  Date:  6/30/22                            *This offer is contingent upon Sabre’s  completion of your reference and background  checks, execution of the Executive  Confidentiality and Restrictive Covenants  Agreement included with this letter,  completion of Sabre’s new hire paperwork,  and contingent on the approval of your hire  by the Sabre Board of Directors.  It is not to  be considered an employment agreement of  any type and does not bind you to an  employment relationship for any specified  period of time. This offer is also contingent on  your being a U.S. citizen, a U.S. permanent  resident, or otherwise lawfully authorized to  work in the United States for Sabre on a  continuous basis. The Immigration Reform  and Control Act of 1986 requires Sabre to  verify the identity and eligibility of each new  employee to work in the United States using  the Federal Government's Employment  Eligibility Verification Form I-9.  This offer is  also therefore contingent on providing  documentation supporting your eligibility to  work in the United States.  





 






Executive Confidentiality and Restrictive Covenants Agreement      Executive Name: Garry Wiseman   Executive Title: Executive Vice President and Chief Product Officer      I acknowledge and agree that in my position with the Company, it is expected that: (i) I will be materially involved in  conducting or overseeing aspects of the Company’s business activities throughout the world; (ii) I will have contact  with a substantial number of the Company’s employees and the Company’s then-current and actively-sought  potential customers (“Customers”) and suppliers of inventory (“Suppliers”); and (iii) I will have access to the  Company’s Trade Secrets and Confidential Information. Capitalized terms used in this Agreement and not otherwise  defined in the text shall have the meanings assigned to such terms defined in paragraph IX(E) below.      I further acknowledge and agree that my competition with the Company anywhere worldwide, or my attempted  solicitation of the Company’s employees or Customers or Suppliers, during my employment or within the Restricted  Period following my Date of Termination, would be unfair competition and would cause substantial damages to the  Company. Consequently, in consideration of my employment with the Company, the Company’s covenants in this  Agreement, the provision to me by the Company of additional Trade Secrets information and Confidential  Information, and the compensation that will be payable to me in my position with the Company, I make the following  covenants:      I. Non-solicitation of Company Customers and Suppliers.        While I am employed by the Company and for the Restricted Period following any Date of Termination, I will not,  directly or indirectly, on behalf of myself or of anyone other than the Company, solicit or hire or attempt to solicit or  hire (or assist any third party in soliciting or hiring or attempting to solicit or hire) any Customer or Supplier in  connection with any business activity that then competes with the Company.      II. Non-solicitation of Company Employees.        While I am employed by the Company and for the Restricted Period following any Date of Termination, I will not,  without the prior written consent of the Board, directly or indirectly, on behalf of myself or any third party, solicit or  hire or recruit or, other than in the good faith performance of my duties, induce or encourage (or assist any third  party in hiring, soliciting, recruiting, inducing or encouraging) any employees of the Company or any individuals who  were employees within the six month period immediately prior thereto to terminate or otherwise alter his or her  employment with the Company.  Notwithstanding the foregoing, the restrictions contained in this paragraph II shall  not apply to (i) general solicitations that are not specifically directed to employees of the Company or (ii) serving as  a reference at the request of an employee.      III. Non-competition with the Company.        While I am employed by the Company and for the Restricted Period following any Date of Termination, I will not,  directly or indirectly, whether as an employee, director, owner, partner, shareholder (other than the passive  ownership of securities in any public enterprise which represent no more than five percent (5%) of the voting power  of all securities of such enterprise), consultant, agent, co-venturer, or independent contractor or otherwise, or  through any “person” (which, for purposes of this paragraph III, shall mean an individual, a corporation, a partnership,  an association, a joint-stock company, a trust, any unincorporated organization, or a government or political  subdivision thereof), perform any services for or on behalf of, any Competitor of the Company.  For purposes of this  Agreement, a Competitor of the Company shall mean (i) any entity or business (x) that competes or (y) engages in  a line of business that competes, in each of (x) and (y), with the business of the Company, and (ii) any unit, division,  line of business, parent, subsidiary, affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended),  successor or assign of Travelport, Amadeus, AMEX, Etihad Airways, American Airlines, United   Airlines, Delta Airlines, Lufthansa Group, Expedia, Booking Holdings, TripAdvisor, Alphabet, Amazon, Facebook,   Concur/SAP, Oracle, Farelogix, TravelClick, BCD Travel, Hewlett Packard Enterprises, DXC Technology, Travelsky,  Computer Sciences Corporation, SITA, Hewlett Packard, or Jeppesen.  It is understood and agreed in the event that  any of such entities and their respective affiliates, successors and assigns no longer engages in a line of business  that competes with any business of the Company, such entity shall no longer be deemed a Competitor of the  Company for purposes of this Agreement.   





 






   IV. Non-disclosure of Confidential Information and Trade Secrets.       While I am employed by the Company and thereafter, except in the good faith performance of my duties hereunder  or where required by law, statute, regulation or rule of any governmental body or agency, or pursuant to a subpoena  or court order, I will not, directly or indirectly, for my own account or for the account of any other person, firm or  entity, use or disclose any Confidential Information or proprietary Trade Secrets of the Company to any third person  unless such Confidential Information or Trade Secret has been previously disclosed to the public or is in the public  domain (other than by reason of my breach of this paragraph IV).      V. Non-Disparagement.         I agree not to deliberately defame or disparage in public comments the Company or any of its respective officers,  directors, members, executives or employees.  I agree to reasonably cooperate with the Company (at no expense  to myself) in refuting any defamatory or disparaging remarks by any third party made in respect of the Company or  their respective directors, members, officers, executives or employees.        VI.  Enforceability of Covenants.       I acknowledge that the Company has a present and future expectation of business from and with the Customers  and Suppliers.  I acknowledge the reasonableness of the term, geographical territory, and scope of the covenants  set forth in this Agreement, and I agree that I will not, in any action, suit or other proceeding, deny the reasonableness  of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein and I  hereby waive any such defense.  I further acknowledge that complying with the provisions contained in this  Agreement will not preclude me from engaging in a lawful profession, trade, or business, or from becoming gainfully  employed.  I agree that each of my covenants under this Agreement are separate and distinct obligations, and the  failure or alleged failure of the Company or the Board to enforce any other provision in this Agreement will not  constitute a defense to the enforceability of my covenants and obligations under this Agreement. The Company  and I each agree that any breach of any covenant under this Agreement may result in irreparable damage and injury  to the other party and that the other party will be entitled to seek temporary and permanent injunctive relief in any  court of competent jurisdiction without the necessity of posting any bond, unless otherwise required by the court.      VII. Certain Exceptions.        Notwithstanding anything set forth herein, nothing in this Agreement shall (i) prohibit me from making reports of  possible violations of federal law or regulation to any governmental agency or entity in accordance with the  provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or  Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law  or regulation, or (ii) require notification or prior approval by the Company of any such report; provided that, I am not  authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or  that contain legal advice or that are protected by the attorney work product or similar privilege.  Furthermore, I will  not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret  that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an  attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a  complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.  Nothing herein  regarding confidentiality shall prohibit me from contacting the EEOC, SEC, or other governmental agencies to report  any violations of law or my belief as to such violations and no action shall be taken to retaliate against me because  of such reports or filings.        VIII. Post-Employment Transition and Cooperation.       Upon and after the termination of my employment with the Company for any reason (except my death or, if lacking  sufficient physical or mental ability, my Disability), I will execute any and all documents and take any and all actions  that the Company may reasonably request to affect the transition of my duties and responsibilities to a successor,  including without limitation resigning from any positions that I hold by virtue of my employment with the Company.   I will make myself reasonably available with respect to, and to cooperate in conjunction with, any litigation or  investigation involving the Company, and any administrative matters (including the execution of documents, as  reasonably requested).  The Company agrees to compensate me (other than with respect to the provision of  testimony) for such cooperation at an hourly rate commensurate with my base salary on the Date of Termination,  





 






to reimburse me for all reasonable expenses actually incurred in connection with cooperation pursuant to this  paragraph VIII, and to provide me with legal representation.       IX. General Provisions.      A. Assignment and Severability       I acknowledge and agree that my obligations hereunder are personal, and that I shall have no right to assign, transfer  or delegate and shall not assign, transfer, or delegate or purport to assign, transfer or delegate this Agreement or  any of my rights or obligations hereunder. This Agreement shall bind my heirs, executors, administrators, legal  representatives and assigns This Agreement shall remain in effect for the benefit of any successor or assign of the  business of the Company and shall inure to the benefit of such successor or assign. If any provision of this  Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, void or  otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent  of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the  remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall  remain in full force and effect.      B. Governing Law and Dispute Resolution      The laws of the State of Texas shall govern the construction, interpretation, and enforcement of this Agreement.  The parties agree that any and all claims, disputes, or controversies arising out of or related to this Agreement, or  the breach of this Agreement, shall be resolved in the Federal or state courts in Tarrant County, Texas. I hereby  irrevocably consent to personal jurisdiction and venue in Tarrant County, Texas for any such action and agree that  One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted if the Company seeks an  injunction. In addition to all other available remedies, the Company shall be entitled to recover any attorneys’ fees  and expenses it incurs in connection with any legal proceeding arising out of my breach of this Agreement.      C. Entire Agreement and Waiver      This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject  matter hereof, and supersedes all prior and contemporaneous correspondence, negotiations, agreements and  understandings among the parties, both oral and written, regarding such subject matter. I acknowledge that the  Company has not made, and that I have not relied upon, any representations or warranties concerning the subject  matter of this Agreement other than those expressly set forth herein, if any. This Agreement may be amended only  by written agreement signed by a duly authorized attorney of the Company other than me. The waiver of any rights  under this Agreement in any particular instance, or the failure to enforce any provision of this Agreement in any  particular instance, shall not constitute a waiver or relinquishment of the right to enforce such provision or enforce  this Agreement generally.      D. Duty to Read      I acknowledge that I have read, and I understand this Agreement. I further agree that the Company would not have  allowed me access to and use of Trade Secrets or Confidential Information and would not have provided me with  the authority to develop and use goodwill of the Company without my acceptance of this Agreement.      E. Definitions      “Agreement” means this Executive Confidentiality and Restrictive Covenants Agreement.       “Board” means the Board of Directors of Sabre Corporation.      “Company” means Sabre Corporation, including all of its subsidiaries and all affiliated companies and joint ventures  connected by ownership to Sabre Corporation at any time.      “Confidential Information” means all material information regarding the Company (as defined above), any Company  activity, Company business or Company Customer that is not generally known to persons not employed or retained  (as employees or as independent contractors or agents) by the Company, that is not generally disclosed by  





 






Company practice or authority to persons not employed by the Company, that does not rise to the level of a Trade  Secret and that is the subject of reasonable efforts to keep it confidential.  Confidential Information shall, to the  extent such information is not a Trade Secret and to the extent material, include, but not be limited to product code,  product concepts, production techniques, technical information regarding the Company products or services,  production processes and product/service development, operations techniques, product/service formulas,  information concerning Company techniques for use and integration of its website and other products/services,  current and future development and expansion or contraction plans of the Company, sale/acquisition plans and  contacts, marketing plans and contacts, information concerning the legal affairs of the Company and certain  information concerning the strategy, tactics and financial affairs of the Company.  “Confidential Information” shall  not include information that has become generally available to the public, other than information that has become  available as a result, directly or indirectly, of my failure to comply with any of my obligations to the Company.  This  definition shall not limit any definition of “confidential information” or any equivalent term under the Uniform Trade  Secrets Act or any other state, local or federal law.      “Date of Termination” has the meaning set forth in the Sabre Corporation Executive Severance Plan.      “Disability” has the meaning set forth in the Sabre Corporation Executive Severance Plan.      “Restricted Period” means the specified period immediately following your Date of Termination which shall be  twenty-four (24) months if you are designated as a Level 1 Employee by the Compensation Committee of the Board  (or, if the Board so determines, by another committee of the Board or by the Board itself), and eighteen (18) months  if you are designated as a Level 2 Employee.      “Trade Secrets” means all secret, proprietary or confidential information regarding the Company or any Company  activity that fits within the definition of “trade secrets” under the Uniform Trade Secrets Act or other applicable law.   Without limiting the foregoing or any definition of Trade Secrets, Trade Secrets protected hereunder shall include  all source codes and object codes for the Company’s software and all website design information to the extent that  such information fits within the Uniform Trade Secrets Act.  Nothing in this Agreement is intended, or shall be  construed, to limit the protections of any applicable law protecting trade secrets or other confidential information.   “Trade Secrets” shall not include information that has become generally available to the public, other than  information that has become available as a result, directly or indirectly, of my failure to comply with any of my  obligations to the Company.  This definition shall not limit any definition of “trade secrets” or any equivalent term  under the Uniform Trade Secrets Act or any other state, local or federal law.      IN WITNESS WHEREOF, the parties have executed this Agreement on the 30th day of June, 2022.                       EXECUTIVE                              /s/ Garry Wiseman              ________________________                    Garry Wiseman                           SABRE CORPORATION                                                                                                         /s/ Shawn Williams              ________________________                                                              Shawn Williams                                                              EVP, Chief People Officer