Exhibit 10.2


 


RESTRICTED  STOCK 
UNIT  AWARD  CERTIFICATE


 


Non-transferable


 


GRANT TO


 


	
   

  	
   

  	
   

  
	
   

  	
  (“Grantee”)

  	
   

  



 


by Sabre Holdings Corporation (the “Company”) of


 


[             ]
restricted stock units


 


convertible
into shares of its Class A Common Stock, par value $0.01 per share (the “Units”).


 


Subject
to the terms and conditions set forth on the following pages (“Terms and
Conditions”).  By accepting the Units,
Grantee shall be deemed to have agreed to the Terms and Conditions.


 


[Alternative
#1] [The Units shall vest (become non-forfeitable) and convert to actual shares
of Stock on January 31, 2009, provided certain earnings targets to be
established by the Compensation Committee of the Board of Directors are
met.  If such earnings targets are not
met, the Units shall vest (become non-forfeitable) and convert to actual shares
of Stock on February 17, 2010, provided that Grantee is still employed by
the Company or one of its affiliates on such date.]


 


[Alternative
#2] [The Units shall vest (become non-forfeitable) and convert to actual shares
of stock in accordance with the schedule set forth in Paragraph 2 of the Terms
and Conditions.]


 


IN WITNESS WHEREOF, Sabre Holdings Corporation has
caused this Certificate to be executed as of the Grant Date, as indicated below.


 


	
   

  	
  SABRE
  HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  James
  F. Brashear

  
	
   

  	
   

  	
  Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
  Grant Date: 

  	
   

  	
   

  
						



 


By
signing below Grantee accepts and agrees to all of the Terms and Conditions of
the Units and also acknowledges receipt of a copy of the Restricted Stock Unit
Award Terms and Conditions.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee

  



 





















 


RESTRICTED STOCK UNIT AWARD


TERMS AND CONDITIONS


 


1.               Grant of Units. 
Sabre Holdings Corporation (the “Company”) hereby grants to the Grantee
named on page 1 hereof (“Grantee”), subject to the restrictions and the
terms and conditions set forth in this award certificate (this “Certificate”),
the number of restricted stock units indicated on page 1 hereof (the “Units”)
which represent the right to receive an equal number of shares of the Company’s
Class A Common Stock, par value $0.01 per share (“Stock”) on the terms set forth in this
Certificate.  Certain capitalized terms
used herein are defined in Paragraph 13 of this Certificate.


 


[Alternative # 1] [2.                 Vesting of Units.  The
Units have been credited to a bookkeeping account on behalf of Grantee.  The Units will vest and become
non-forfeitable on the earliest to occur of the following (the “Vesting Date”):


 


(a)          January 31, 2009, provided that (i) 2008 EBITDA for the
combined lastminute.com and TEU units is equal to or greater than an EBITDA
target to be established by the Committee prior to or during the performance
period, and (ii) Grantee is still employed by the Company or one of
its affiliates on such date; or


 


(b)         February 17, 2010 provided that Grantee is still employed
by the Company or one of its affiliates on such date; or


 


(c)          a Change in Control of the Company, if the Units are not assumed by the
surviving company or equitably converted or substituted; or


 


(d)         the termination of Grantee’s employment from the Company or one of its
affiliates by the Company without Cause or by Grantee for Good Reason, in each
case within one year following a Change in Control of the Company; or


 


(e)          the termination of Grantee’s employment from the Company or one of its
affiliates due to death or Disability (as defined below).


 


If Grantee’s employment terminates prior to the
Vesting Date for any reason other than as described in (d) or (e) above,
Grantee shall forfeit all right, title and interest in and to the Units as of
the date of such termination and the Units will be reconveyed to the Company
without further consideration or any act or action by Grantee.


 


Notwithstanding the foregoing vesting schedule, the
Committee may in its sole discretion at any time determine that all or a
portion of the Units shall vest and become non-forfeitable and shall be
converted to actual shares of Stock as set forth in Paragraph 3 below.]


 


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[Alternative #2]            [2.    Vesting of Units.  The Units have been credited to a bookkeeping
account on behalf of Grantee.  The Units
will vest and become non-forfeitable on the earliest to occur of the following
(the “Vesting Date”):


 


(a)   With respect to one-third of the Units, on
the date that the Company or one of its affiliates terminates Grantee’s
employment without Cause, if such date is on or prior to January 20, 2006;


 


(b)   With respect to two-thirds of the Units, on
the date that the Company or one of its affiliates terminates Grantee’s
employment without Cause, if such date is after January 20, 2006 and on or
prior to July 20, 2006;


 


(c)   On the date that the Company or one of its
affiliates terminates Grantee’s employment without Cause, if such date is after
July 20, 2006;


 


(d)   On January 20, 2007 if Grantee’s
employment terminates by reason of the expiration of the original fixed-term of
Grantee’s Employment Agreement dated             ,
2005;


 


(e)   January 31, 2009, provided that (i) 2008
EBITDA for the combined lastminute.com and TEU units is equal to or greater
than an EBITDA target to be established by the Committee prior to or during the
performance period, and (ii) Grantee is still employed by the
Company or one of its affiliates on such date; or


 


(f)    February 17, 2010 provided that
Grantee is still employed by the Company or one of its affiliates on such date;
or


 


(g)   a Change in Control of the Company, if the
Units are not assumed by the surviving company or equitably converted or
substituted; or


 


(h)   the termination of Grantee’s employment from
the Company or one of its affiliates by the Company without Cause or by Grantee
for Good Reason, in each case within one year following a Change in Control of
the Company; or


 


(i)    the termination of Grantee’s employment from
the Company or one of its affiliates due to death or Disability (as defined
below).


 


If
Grantee’s employment terminates prior to the Vesting Date for any reason other
than as described in (a), (b), (c), (d), (h) or (i) above, Grantee
shall forfeit all right, title and interest in and to the Units as of the date
of such termination and the Units will be reconveyed to the Company without
further consideration or any act or action by Grantee.


 


Notwithstanding
the foregoing vesting schedule, the Committee may in its sole discretion at any
time determine that all or a portion of the Units shall vest and become
non-forfeitable and shall be converted to actual shares of Stock as set forth
in Paragraph 3 below.]


 


[Alternative #3]            [2.    Vesting
of Units.  The Units have been credited
to a bookkeeping account on behalf of Grantee. 
The Units will vest and become non-forfeitable on the earliest to occur
of the following (the “Vesting Date”):


 


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(a)   On the date that the Company or one of its
affiliates terminates Grantee’s employment if (i) such termination is
without Cause and does not constitute a “Termination of Specific Cases” as
defined in Grantee’s Services Agreement with the Company or one of its
affiliates, (ii) the Company or one of its affiliates does not give
Grantee at least 12 months prior written notice of such termination, and (iii) such
termination occurs on or before December 31, 2008;


 


(b)   January 31, 2009, provided that (i) 2008
EBITDA for the combined lastminute.com and TEU units is equal to or greater
than an EBITDA target to be established by the Committee prior to or during the
performance period, and (ii) Grantee is still employed by the
Company or one of its affiliates on such date; or


 


(c)   February 17, 2010 provided that
Grantee is still employed by the Company or one of its affiliates on such date;
or


 


(d)   a Change in Control of the Company, if the
Units are not assumed by the surviving company or equitably converted or
substituted; or


 


(e)   the termination of Grantee’s employment from
the Company or one of its affiliates by the Company without Cause or by Grantee
for Good Reason, in each case within one year following a Change in Control of
the Company; or


 


(f)    the termination of Grantee’s employment from
the Company or one of its affiliates due to death or Disability (as defined
below).


 


If
Grantee’s employment terminates prior to the Vesting Date for any reason other
than as described in (a), (e) or (f) above, Grantee shall forfeit all
right, title and interest in and to the Units as of the date of such
termination and the Units will be reconveyed to the Company without further
consideration or any act or action by Grantee.


 


Notwithstanding the foregoing vesting
schedule, the Committee may in its sole discretion at any time determine that
all or a portion of the Units shall vest and become non-forfeitable and shall
be converted to actual shares of Stock as set forth in Paragraph 3 below.]


 


3.               Conversion to Stock. 
Unless the Units are forfeited prior to the Vesting Date as provided in
Paragraph 2 above, the Units will be converted to actual shares of Stock on the
Vesting Date.  Shares of Stock evidencing
the conversion of Units will be registered on the books of the Company in Grantee’s
name as of the Vesting Date and will be delivered to Grantee in certificated or
uncertificated form as soon as practical thereafter.


 


4.               Changes in Capital Structure.  In
the event of a corporate event or transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination


 


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or exchange of shares), the Committee may adjust the
Units to preserve the benefits or potential benefits of the Units.  Action by the Committee may include: (i) adjustment
of the number and kind of shares which may be delivered upon conversion of the
Units; (ii) adjustment of the measure to be used to determine the amount of
the benefit payable with respect to the Units; and (iii) any other
adjustments that the Committee determines to be equitable.  In addition, the Committee may, in its sole
discretion, provide (i) that Units will be settled in cash or cash
equivalents rather than Stock, (ii) that Units will become immediately
vested, (iii) that Units will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such
transaction, (iv) that performance targets and performance periods will be
modified, or (iv) any combination of the foregoing.


 


5.               Restrictions on Transfer.  No
right or interest of Grantee in the Units may be pledged, hypothecated or
otherwise encumbered to or in favor of any party other than the Company or one
of its affiliates, or be subjected to any lien, obligation or liability of
Grantee to any other party other than the Company or one of its
affiliates.  Unvested Units are not
assignable or transferable by Grantee. 
Vested Units are not assignable or transferable by Grantee other than by
will or the laws of descent and distribution; but the Committee may permit
other transfers.


 


6.               Limitation of Rights.  The
Units do not confer to Grantee or Grantee’s beneficiary any rights of a
shareholder of the Company unless and until shares of Stock are in fact issued
to such person in connection with the Units. 
Dividends or dividend equivalents will not be paid with respect to the
Units.  Nothing in this Certificate shall
interfere with or limit in any way the right of the Company or one of its
affiliates to terminate Grantee’s employment at any time, nor confer upon
Grantee any right to continue in employment of the Company or any of its
affiliates.  In particular, if for any
reason Grantee ceases to be entitled to the Units in accordance with these
Terms and Conditions, Grantee will not be entitled to any compensation by
reference to the rights granted hereunder or for any benefits expected to be
received or any diminution in value.


 


7.               Payment of Taxes. 
The Company has the authority and the right to deduct or withhold, or
require the Grantee to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes (including the Grantee’s income tax and
employee national insurance obligations) required by law to be withheld or
which is otherwise payable with respect to any taxable event arising as a
result of the grant or conversion of the Units. 
Such requirement or payment may be satisfied, in whole or in part, at
the election of the Company, by withholding shares of Stock having a fair
market value on the date of withholding equal to the amount required to be
withheld for tax purposes, all in accordance with such procedures as the
Committee establishes.


 


8.               Committee. The Compensation Committee of the Board of
Directors (the “Committee”) shall have the authority to (i) interpret the
terms and provisions of the Certificate, and (ii) adopt, alter, and repeal
rules, guidelines and practices governing the Units as it shall, from time to
time, deem advisable. All decisions made by the Committee pursuant to the
provisions of the Certificate shall be made in the Committee’s sole discretion
and shall be final and binding on all persons, including the Company and the
Grantee.


 


9.               Amendment.  The Committee may amend,
modify or terminate this Certificate without approval of Grantee; provided,
however, that such amendment, modification or termination shall not, without
Grantee’s consent, reduce or diminish the value of this award determined as if
it had been fully vested (i.e., as if all restrictions on the Units hereunder
had expired) on the date of such amendment or termination.


 


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10.         Successors.  This Certificate shall be
binding upon any successor of the Company, in accordance with the terms of this
Certificate.


 


11.         Severability.  If
any one or more of the provisions contained in this Certificate is deemed to be
invalid, illegal or unenforceable, the other provisions of this Certificate
will be construed and enforced as if the invalid, illegal or unenforceable
provision had never been included.


 


12.         Notice.  Notices and communications
under this Certificate must be in writing and either personally delivered or
sent by registered or certified mail, return receipt requested, postage
prepaid.  Notices to the Company must be
addressed to Sabre Holdings Corporation, 3150 Sabre Drive, Southlake, Texas, Attn: Secretary, or any other
address designated by the Company in a written notice to Grantee. Notices to
Grantee will be directed to the address of Grantee then currently on file with
the Company, or at any other address given by Grantee in a written notice to
the Company.


 


13.         Acknowledgement and Agreement of Grantee.  In
consideration of the grant of this award, Grantee hereby acknowledges and
agrees:


 


(a)          that the Company is under no obligation to grant any further awards to
Grantee in the future and shall not become under such an obligation because of
this award; and


 


(b)         the Company may hold and process both electronically and manually
personal data relating to Grantee for the purposes of administering the award
and may transfer such data outside the EEA and to other parties as considered
necessary or desirable for such purposes.


 


14.         Defined Terms.  For
purposes of this Certificate, the following words shall have the following
meanings:


 


(a)          “Cause” means, but is not limited to, any of the
following actions: theft, dishonesty or fraud, insubordination, persistent
inattention to duties or excessive absenteeism, violation of the Company’s Work
Principles, Business Ethics or other policies, or any applicable law. The
determination of whether Cause exists shall be made in the Company’s sole
discretion.


 


(b)         “Change in Control” means the happening of any of the following:


 


(i)             When any “Person” (as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended from time to time), directly or
indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended from time to time) of
securities of the Company representing twenty-five percent (25%) or more of the
combined voting power of the Company’s then outstanding securities; or


 


(ii)          The individuals who, as of the Grant Date, constitute the Board of Directors
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of Directors; provided, however, that any individual becoming a
director subsequent to the Grant Date whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual


 


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whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors; or


 


(iii)       Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company or
the acquisition of assets of another corporation (a “Business Combination”), in
each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the then outstanding share of stock of the Company
(the “Outstanding Company Stock”) and the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”) immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than sixty percent (60%) of, respectively, the then Outstanding Company
Stock and the combined voting power of the then Outstanding Company Voting
Securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly
or throughout one or more subsidiaries), (B) no Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or indirectly,
twenty-five percent (25%) or more of respectively, the then Outstanding Company
Stock resulting from such Business Combination or the combined voting power of
the then Outstanding Company Voting Securities except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or


 


(iv)      Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.


 


(c)          “Disability” means a condition under which a participant either (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve months, or (ii) is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company.


 


(d)         “Good Reason” for termination of employment following a Change in
Control shall be deemed to exist if:


 


(i)             without the Grantee’s written consent, one or
more of the following events occurs at any time during the first twelve (12)
months after such Change in Control:  (1) 
the Grantee’s base salary rate or annual incentive compensation
target is reduced below that in effect immediately prior to the Change in
Control for any reason other than for Cause; (2) the Grantee’s principal
office is moved, without the Grantee’s consent, to a location that is more than
fifty (50) miles from its location immediately


 


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prior to the Change in
Control; (3) for any reason other than for Cause, the Grantee suffers a
significant adverse change in the nature or scope of the authorities, powers,
functions, responsibilities or duties attached to the position with the Company
which the Grantee held immediately prior to the Change in Control;  (4) a successor where applicable, does
not assume and agree to the terms of this Certificate; or (5) the Company
purports to terminate Grantee’s employment other than in accordance with a
Notice of Termination; and


 


(ii)          Grantee notifies the Company in writing (addressed in care of the
Chairman of the Board of Directors of the Company) of the occurrence of such
event; and


 


(iii)       within thirty (30) days following receipt of such written notice, the
Company does not cure such event to the reasonable satisfaction of the Grantee
and deliver to the Grantee a written statement that it has done so; and


 


(iv)      within sixty (60) days following the expiration of the period specified
in (iii) above (without the occurrence of a cure and written notice
thereof as described in below), the Grantee voluntarily terminates employment
with the Company.


 


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