EX-10.49



 Exhibit 10.49 

SABRE CORPORATION 
 2014
OMNIBUS INCENTIVE COMPENSATION PLAN  
 RESTRICTED STOCK UNIT GRANT AGREEMENT 

THIS AGREEMENT, made as of this     day of
             20     between Sabre Corporation (the “Company”) and
                     (the “Participant”). 

WHEREAS, the Company has adopted the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “Plan”) to promote the
interests of the Company and its stockholders by providing the employees and non-employee directors of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to
encourage them to continue in the service of the Company; 
 WHEREAS, Section 7 of the Plan provides for the Grant to Participants of
Other Stock-Based Awards, including restricted stock units (“RSUs”). 
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows: 
  

	1.	Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant
                     RSUs. Each RSU granted hereunder represents the right to receive one share of the Company’s Common Stock on the
Settlement Date (as defined herein), upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. 

  

	2.	Grant Date. The Grant Date of the RSUs is                     . 


 

	3.	Vesting of RSUs. 

  

	 	(a)	The RSUs shall vest in full as follows: The RSUs shall vest in [        ] approximately equal installments on each [        ]
of the Grant Date (each such date, a “Vesting Date”); provided that the Participant remains continuously employed by the Company through the applicable Vesting Date.1


  

	 	(b)	In the event the Participant’s employment terminates prior to the applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of a Qualifying Termination following a Change in
Control, such unvested RSUs will be immediately forfeited as of such termination of employment. 

  

	 	(c)	Notwithstanding the foregoing, in the event the Participant has a Qualifying Termination following a Change in Control the unvested RSUs will [        ].2 

  

	1 	Vesting may be time-based or performance-based. 


	2 	Consequences of Qualifying Termination following a Change in Control to be specified. 









	4.	Settlement. Settlement of any RSUs granted hereunder will be made in the form of shares of Common Stock no later than the fifteenth day of the third month following the last day of the year in which the
applicable Vesting Date occurs (each such date, a “Settlement Date”). For purposes of clarification, if a Participant’s employment terminates after the applicable Vesting Date of any RSUs but prior to the Settlement Date of
such RSUs (including as a result of a Qualifying Termination following a Change in Control), such RSUs will remain vested and be subject to settlement by the Company. 


 

	5.	Rights as a Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by or relating to the RSUs until the date of issuance to the
Participant of a certificate or other evidence of ownership representing such shares of Common Stock in settlement thereof. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the shares of
Common Stock underlying the RSUs prior to the applicable Settlement Date. 

  

	6.	Transferability. Subject to any exceptions set forth in the Plan, until such time as the RSUs are settled in accordance with Section 4, the RSUs or the rights represented thereby may not be sold, pledged,
hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than the Company), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment,
transfer, pledge, hypothecation or other disposal of the RSUs will be forfeited by the Participant and all of the Participant’s rights to such RSUs shall immediately terminate without any payment or consideration from the Company.


  

	7.	Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan
and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. 


 

	8.	Taxes. To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that
arises in connection with the RSUs in accordance with Section 15 of the Plan. The Company shall not be required to deliver shares of Common Stock to the Participant until the Company determines such obligations are satisfied. 


 

	9.	 Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering
that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be
modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any 










	 	
provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the
extent that such provision would cause any tax to become due under Section 409A of the Code. 

  

	10.	Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or
remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any
party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. 

  

	11.	No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the
Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the RSUs. The
rights or opportunity granted to the Participant on the making of an Award shall not give the Participant any rights or additional rights to compensation or damages in consequence of either: (i) the Participant giving or receiving notice of
termination of his or her office or employment; (i) the loss or termination of his or her office or Employment with the Company or its Subsidiaries for any reason whatsoever; or (c) whether or not the termination (and/or giving of notice)
is ultimately held to be wrongful or unfair. 

  

	12.	Data Privacy. By participating in the Plan each Participant consents to the collection, holding, processing and transfer of data relating to the Participant and, in particular, to the processing of any sensitive
personal data by the Company and its Affiliates for all purposes connected with the operation of the Plan, including, but not limited to: (i) holding and maintaining details of the Participant and his participation in the Plan;
(ii) transferring data relating to the Participant and his participation in the Plan to the Company’s registrars or brokers, the plan administrator or any other relevant professional advisers or service providers to the Company or its
Affiliates; (iii) disclosing details of the Participant and his participation in the Plan to a bona fide prospective purchaser of the Company or any of its Affiliates (or the prospective purchaser’s advisers), and (iv) with respect to
Participants employed in the European Economic Area, transferring data relating to the Participant and his participation in the Plan under (a) to (c) above to a person who is resident in a country or territory outside the European Economic
Area that may not provide the same statutory protection for the data as countries within the European Economic Area. 

  

	13.	 Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties 










	 	
with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than
those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. 


 

	14.	Clawback Policies. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to the extent permitted or required by applicable law, Company policy and/or the requirements of an
exchange on which the Company’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its affiliates at any time to a Participant under
the Plan and the Participant, by accepting this award of RSUs pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for such recoupment. 


 

	15.	Policy Against Insider Trading. By accepting this award of RSUs, the Participant acknowledges that the Participant is bound by all the terms and conditions of the Company’s insider trading policy as may be
in effect from time to time. 

  

	16.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 


 

	17.	Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws. 


 

	18.	Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in
respect of the Plan and this Agreement shall be final and conclusive. 


*            *           
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly
authorized officer and said Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above. 

 

	
	Sabre Corporation
	
	  

	By:
	Title:
	
	  

	[Participant’s name]