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                                                                   EXHIBIT 10.22

                              PEGASUS SYSTEMS, INC.

                      SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


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                                TABLE OF CONTENTS

<TABLE>
<S>                        <C>                                                         <C>
           ARTICLE I       ESTABLISHMENT AND PURPOSE                                   PAGE
                                                                                       ----

                 1.1       Establishment                                                 1
                 1.2       Purpose                                                       1

           ARTICLE II      DEFINITIONS AND CONSTRUCTION

                 2.1       Definitions                                                   2
                 2.2       Construction                                                  5

           ARTICLE III     PARTICIPATION

                 3.1       Selection of Participants                                     6

           ARTICLE IV      BENEFITS

                 4.1       Eligibility for Benefits                                      7
                 4.2       Amount of Benefits                                            7
                 4.3       Form of Payment                                               8
                 4.4       Optional From of Payment                                      8

           ARTICLE V       FUNDING AND OTHER MATTERS

                 5.1       Funding                                                       9
                 5.2       Continued Employment                                          9
                 5.3       Restriction on Assignment                                     9
                 5.4       Binding on Company, Participants and
                               Their Successors                                          9
                 5.5       Governing Law                                                 9
                 5.6       Severability                                                  9

           ARTICLE VI      ADMINISTRATION

                 6.1       Administration                                                10
                 6.2       Finality of Determination                                     10
                 6.3       Expenses                                                      10
                 6.4       Indemnification and Exculpation                               10

           ARTICLE VII     AMENDMENT AND TERMINATION
                 7.1       Amendment and Termination                                     11
</TABLE>


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                              PEGASUS SYSTEMS, INC.

                      SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN





                                    ARTICLE I

                            ESTABLISHMENT AND PURPOSE

          1.1 Establishment. Pegasus Systems, Inc. hereby establishes the
PEGASUS SYSTEMS, INC. SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN, effective as of
January 1, 2000.

         1.2 Purpose. The purpose of this Plan is to provide supplemental
retirement benefits to certain selected management employees of the Company on
the terms and conditions set forth herein.


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                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

          2.1 Definitions. The following words and phrases shall have the
meaning set forth below unless a different meaning is plainly required by the
context:

              (a)    The term "ACCRUED BENEFIT" shall mean a Participant's
                     monthly retirement benefit equal to 3% of the Participant's
                     Final Average Compensation multiplied by the Participant's
                     Years of Service, not to exceed 60% of the Participant's
                     Final Average Compensation. However, the maximum benefit
                     for the Chief Executive Officer of the Company is 70% of
                     Final Average Compensation.

              (b)    The term "ACTUARIALLY EQUIVALENT" shall mean a benefit
                     differing in time, period, and/or manner of payment from a
                     specified benefit provided under this Plan, but having the
                     same value at the date of commencement of benefits when
                     computed using the 1994 GAM Static Male Table and an
                     interest rate of 8% compounded annually.

              (c)    The term "BENEFICIARY" shall mean the person or persons
                     designated by a Participant to receive payment of all or a
                     designated portion of the Participant's benefit payable
                     under this Plan in the event of the Participant's death. In
                     the event of the Participant's death, the Company shall
                     make benefit payments payable under this Plan to the
                     Participant's Beneficiary. Any payment made by the Company
                     to the Participant's Beneficiary in good faith shall fully
                     discharge the Company from its obligations with respect to
                     such payment, and the Company shall have no further
                     obligation to see to the application of any money so paid.

              (d)    The term "BENEFIT COMMENCEMENT DATE" shall mean the first
                     day a benefit is paid to a Participant under this Plan.

              (e)    The term "CAUSE " shall mean:

                     (i)    "cause" (or any corresponding term) as defined in
                            the employment agreement then in effect between the
                            Company and the Participant; or

                     (ii)   If there is no employment agreement then in effect
                            between the Company and the Participant, a reason
                            which is based on the Participant's dishonest
                            conduct, which is materially injurious to the
                            Company. For this purpose, a determination of
                            whether dishonest conduct materially injurious to
                            the Company has been committed by the Participant
                            shall be made by the Compensation Committee in good
                            faith only after a full investigation of such
                            alleged dishonest conduct and after an opportunity
                            has been given the Participant to present the
                            Participant's case to the


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                            Compensation Committee. The decision made by the
                            Compensation Committee shall be final and binding on
                            the Participant and other persons affected by such
                            decision.

                     (f)    The term "COMPENSATION COMMITTEE" shall mean the
                            Compensation Committee of the board of directors of
                            the Company; provided, however, that during any
                            period the Compensation Committee is not
                            constituted, the term shall mean the board of
                            directors of the Company.

                     (g)    The term "CODE" shall mean the Internal Revenue Code
                            of 1986, as amended.

                     (h)    The term "COMPANY" shall mean Pegasus Systems, Inc.,
                            a Delaware Corporation, its corporate successors,
                            and the surviving corporation resulting from any
                            merger of Pegasus Systems, Inc. with any other
                            corporation or corporations.

                     (i)    The term "COMPENSATION" shall mean the sum of a
                            Participant's base salary and bonus actually paid
                            during a calendar month.

                     (j)    The term "DATE OF PARTICIPATION" shall mean the date
                            the Compensation Committee specifies as the first
                            day an Employee commences participation in the Plan.

                     (k)    The term "DETERMINATION DATE" shall mean the date on
                            which a Participant ceases to be an Employee for any
                            reason.

                     (l)    The term "EARLY RETIREMENT " shall mean the
                            termination of the Participant's status as an
                            Employee after the Participant attains age fifty
                            (50), provided such termination is approved by the
                            Compensation Committee as a "retirement" for
                            purposes of this Plan.

                     (m)    The term "EFFECTIVE DATE" shall mean January 1,
                            2000.

                     (n)    The term "EMPLOYEE" shall mean a common law employee
                            of the Company.

                     (o)    The term "FINAL AVERAGE COMPENSATION" shall mean the
                            highest average monthly Compensation received by the
                            Participant from the Company during any period of
                            thirty-six (36) consecutive calendar months within
                            the period of one hundred and twenty (120)
                            consecutive calendar months ending on the
                            Participant's Determination Date. If the Participant
                            is an Employee of the Company for less than
                            thirty-six (36) consecutive calendar months, the
                            Participant's Final Average Compensation shall be
                            the average monthly Compensation received by the
                            Participant from the Company during the
                            Participant's period as an Employee ending on the
                            Participant's Determination Date.


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                     (p)    The terms "NORMAL RETIREMENT" and "LATE RETIREMENT"
                            shall each mean the termination of the Participant's
                            status as an Employee after the Participant attains
                            age sixty (60).

                     (q)    The term "PARTICIPANT" shall mean an Employee who is
                            selected to participate in the Plan pursuant to
                            Article III.

                     (r)    The term "PLAN" shall mean the Pegasus Systems, Inc.
                            Supplemental Employee Retirement Plan as set forth
                            herein, as amended from time to time.

                     (s)    The term "PLAN YEAR" shall mean the 12-month period
                            beginning on each January 1st and ending on the
                            subsequent December 31st.

                     (t)    The term "TOTAL AND PERMANENT DISABILITY" shall
                            mean:

                            (i) The mental or physical disability, either
                            occupational or non-occupational in cause, which
                            satisfies the definition of "total and permanent
                            disability" (or any corresponding term) as set forth
                            in the employment agreement then in effect between
                            the Company and the Participant; or

                            (ii) If there is no employment agreement then in
                            effect between the Company and the Participant or if
                            the employment agreement then in effect has no such
                            defined term or concept, the mental or physical
                            disability, either occupational or non-occupational
                            in cause, which satisfies the definition of "total
                            and permanent disability" (or any corresponding
                            term) as set forth in the principal long-term
                            disability policy or plan provided by the Company
                            then covering the Participant; or

                            (iii) If there is no such policy then covering the
                            Participant, the mental or physical disability
                            which, as determined by the Compensation Committee
                            in good faith upon receipt of and in reliance on
                            sufficient competent medical advice from one or more
                            individuals selected by the Compensation Committee
                            who are qualified to give professional medical
                            advice, impairs or is expected to impair the
                            Participant's ability to substantially perform the
                            Participant's duties as an Employee of the Company
                            for a period of at least one hundred eighty (180)
                            consecutive days.

                     (u)    The term "YEAR OF PARTICIPATION" shall mean the
                            period of time, computed to the nearest completed
                            month, commencing on the Participant's Date of
                            Participation in the Plan and ending on the
                            Participant's Determination Date.

                     (v)    The term "YEAR OF SERVICE" shall mean the period of
                            time, computed


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                            to the nearest completed month, commencing on the
                            Participant's date of hire as an Employee of the
                            Company and ending on the Participant's
                            Determination Date. Notwithstanding the preceding
                            sentence, the Compensation Committee may credit a
                            Participant with additional full or partial Years of
                            Service for all or any period during which the
                            Participant rendered services for the Company in a
                            status other than as an Employee.

          2.2 Construction. Except when otherwise indicated by the context, the
masculine shall also include the feminine gender and the singular shall also
mean the plural.



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                                   ARTICLE III

                                  PARTICIPATION

          3.1 Selection of Participants. Participation in the Plan shall be
limited to those select management Employees of the Company who are designated
as Participants by the Compensation Committee. No person shall have an automatic
right to be selected as a Participant.



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                                   ARTICLE IV

                                    BENEFITS


          4.1 Eligibility for Benefits. A Participant shall be eligible for a
benefit determined in accordance with the provisions of Section 4.2 if the
Participant's Determination Date occurs due to one of the following reasons:

                     (a)    Normal Retirement or Late Retirement;

                     (b)    Early Retirement;

                     (c)    Death;

                     (d)    Total and Permanent Disability; or

                     (e)    If Paragraphs (a) through (d) do not apply,
                            termination as an Employee after the completion of
                            (4) four Years of Participation for any reason other
                            than Cause.

          4.2 Amount of Benefits. The benefit payable to the Participant or the
Participant's Beneficiary under the Plan shall be determined as follows:

                     (a)    Normal Retirement or Late Retirement. A monthly
                            benefit equal to the Participant's Accrued Benefit
                            commencing on the first day of the month following
                            the Participant's Determination Date.

                     (b)    Early Retirement. A monthly benefit equal to the
                            Participant's Accrued Benefit commencing on the
                            first day of the month coinciding with or next
                            following the Participant's sixtieth (60th)
                            birthday. Alternatively, the Participant may, no
                            later than six (6) months prior to the Participant's
                            Determination Date, elect to receive reduced monthly
                            payments commencing on the first (1st) day of any
                            month after the Participant's Determination Date.
                            The reduced benefit is equal to the Participant's
                            Accrued Benefit reduced by 4% for each year
                            (pro-rated for partial years) between the date of
                            the Participant's first benefit payment and the
                            first month coinciding with or next following the
                            Participant's sixtieth (60th) birthday.

                     (c)    Death. A single lump sum payment that is Actuarially
                            Equivalent to the Participant's Accrued Benefit.

                     (d)    Total and Permanent Disability. A monthly benefit
                            commencing on the first (1st) day of the month
                            coinciding with or next following the


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                           Participant's sixtieth (60th) birthday. The amount of
                           the benefit is the Participant's Accrued Benefit
                           determined using the Years of Service the Participant
                           would have at age sixty (60) and the Participant's
                           Final Average Compensation at the time of the
                           Participant's termination as an Employee for Total
                           and Permanent Disability. Such benefit shall be
                           reduced by any benefit the Participant receives from
                           the long term disability plan provided by the
                           Company.

                     (e)    Termination. A monthly benefit equal to the
                            Participant's Accrued Benefit commencing on the
                            first (1st) day of the month coinciding with or next
                            following the Participant's sixtieth (60th)
                            birthday.

          4.3. Form of Payment. Except as otherwise specifically provided,
payment of benefits from this Plan, if any, shall be payable as a single life
annuity during the Participant's lifetime with the last payment to be made for
the month in which the Participant's death occurs.

          4.4 Optional Forms of Payment. In lieu of the form and amount of
benefit payable under Section 4.3, a Participant may, no later than six (6)
months prior to the date benefits commence, elect a benefit of Actuarially
Equivalent value to the payment specified in Section 4.3 in one of the following
forms:

                     (a)    Monthly payments to the Participant during the
                            Participant's life and, if the Participant is
                            survived by a Beneficiary, continuing monthly
                            payments in the amount of 50% or 100% of the amount
                            payable to the Participant to such Beneficiary for
                            the Beneficiary's lifetime.

                     (b)    Monthly payments to the Participant during the
                            Participant's life and, if the Participant dies
                            within one hundred twenty (120) months of the date
                            the Participant's benefits commenced, continuing
                            monthly payments of the same amount to the
                            Participant's Beneficiary for the balance of such
                            one hundred twenty (120) month period.

                     (c)    Monthly payments to the Participant or the
                            Participant's Beneficiary for a period of one
                            hundred twenty (120) months.



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                                    ARTICLE V

                            FUNDING AND OTHER MATTERS

          5.1 Funding. All amounts paid under the Plan shall be paid in cash
from the general assets of the Company or in such form from such other funding
vehicle as the Board of Directors shall provide; provided, however, that all
assets paid into any funding vehicle hereunder shall at all times prior to
payment to the Participant or Beneficiary remain subject to the general
creditors of the Company. No participants shall have any right, title, or
interest whatever in or to, or any preferred claim in or to, any investment
reserves, accounts, or funds that the Company may purchase, establish, or
accumulate to aid in providing the payments described in the Plan. Nothing
contained in the Plan and no action taken pursuant to its provisions, shall
create or be construed to create a trust or a fiduciary relationship of any kind
between the Company and the Participant or any other person. Neither the
Participant nor a Beneficiary of the Participant shall acquire any interest
greater than that of an unsecured creditor in any assets of the Company or in
any investment reserves, accounts, or funds that the Company may purchase,
establish or accumulate for the purposes of paying benefits hereunder.

          5.2 Continued Employment. Nothing contained in the Plan shall be
construed as conferring upon the Participant the right to continue in the
employment of the Company in any capacity or as otherwise affecting the
employment relationship.

          5.3 Restriction on Assignment. The benefits provided hereunder are
intended for the personal security of persons entitled to payment under the Plan
and are not subject in any manner to the debts or other obligations of the
persons to whom they are payable. The interest of any Participant or his
Beneficiary may not be sold, transferred, assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt to so anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be null and
void; neither shall the benefits hereunder be liable for or subject to the
debts, contracts, liabilities, engagements, or torts of any person to whom such
benefits or funds are payable, nor shall they be subject to garnishment,
attachment, or other legal equitable process nor shall they be an asset in
bankruptcy.

          5.4 Binding on Company, Participants and Their Successors. The Plan
shall be binding upon the parties hereto, the successors and assigns of the
Company and the heirs, executors and administrators of the Participants.

          5.5 Governing Law. The Plan shall be construed in accordance with and
governed by the laws of the State of Texas.

          5.6 Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan, but the Plan shall be construed and enforced as
if the illegal or invalid provision had never been inserted.


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                                   ARTICLE VI

                                 ADMINISTRATION

          6.1 Administration. The Compensation Committee shall be responsible
for the general administration of the Plan. The Compensation Committee shall
have that authority to make rules to administrator and interpret the Plan, to
decide questions arising under the Plan, and to take such other action as may be
appropriate to carry out the purposes of the Plan.

          6.2 Finality of Determination. The determination of the Compensation
Committee as to any disputed questions arising under the Plan, including
questions of construction and interpretation shall be final, binding, and
conclusive upon all persons. The Compensation Committee's determinations as to
which Employees shall be Participants and the specific benefits which shall be
paid to or on behalf of each such Participant shall be final, binding, and
conclusive upon all persons.

          6.3 Expenses. The expenses of administering the Plan shall be borne by
the Company.

          6.4 Indemnification and Exculpation. The members of the Compensation
Committee, the board of directors, and the officers, directors, and employees of
the Company shall be indemnified and held harmless by the Company against and
from any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding. The foregoing provision shall not be
applicable to any person if the loss, cost, liability, or expense is due to such
person's fraud or willful misconduct.



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                                   ARTICLE VII

                            AMENDMENT AND TERMINATION


          7.1 Amendment and Termination. The board of directors of the Company
may at any time amend or terminate the Plan. However, if the Plan should be
amended or terminated, the Company shall be liable for any benefits accrued
under the Plan as of the date of such action for Participants who are or have
been employed by the Company, where such accrued benefits shall be the
actuarially determined benefits as of such date of amendment or discontinuance
which each Participant or Beneficiary is receiving under the Plan or, with
respect to Participants who are in the employment of the Company on such date,
which each such Participant would have received as of such date under the Plan
if the Participant's employment had terminated as of the date of amendment or
termination, unless such benefit is otherwise provided by the Company.




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