Exhibit
10.4


 


THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 
If you are in any doubt as to the contents of this letter, you are
recommended to seek your own financial advice immediately from your
stockbroker, solicitor, accountant or other independent financial adviser who,
if you are taking advice in the United Kingdom, is duly authorised pursuant to
the Financial Services and Markets Act 2000 or from an appropriately authorised
independent financial adviser if you are taking advice in a territory outside
the United Kingdom.


 


The distribution of this document in jurisdictions other
than the United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons into whose possession this document comes should inform
themselves about and observe any such restrictions.  Failure to comply with any such restrictions
may constitute a violation of the securities laws of any such jurisdiction.


 


lastminute.com
plc


 


Registered in England Number 3852152


 


Registered Office: 39 Victoria
Street, London SW1H 0EE


 


21 June 2005


 


To holders of awards granted under the lastminute.com plc Long Term
Incentive Plan (“the LTIP”) and participants in the lastminute.com Annual Share
Bonus Plan ( the “Annual Share Bonus Plan”)


 


Dear Colleague


 


Recommended Acquisition of lastminute.com plc (“lastminute.com”)
by Travelocity Europe Limited (“Travelocity Europe”), a wholly owned subsidiary
of Sabre, Inc. ( “Sabre”).


 


You will already have received letter(s) in relation to any options you
hold under the lastminute.com Executive Share Option Schemes and the
lastminute.com Sharesave Scheme in relation to how the proposed acquisition of
lastminute.com by Travelocity Europe, which was announced on 12 May 2005,
will affect any option(s) you hold. Full details of the proposed acquisition
are set out in the Scheme of Arrangement document (the “Scheme Document”) which was sent to
lastminute.com Shareholders, and which is also being sent to you for your
information.


 


I am now writing to you with details of how the proposed acquisition
will affect the conditional shares awarded to you under the LTIP in 2004 and/or
2005 ( the “LTIP Award”). The
letter also confirms the position in relation to the Annual Share Bonus Plan.


 


Scheme of Arrangement


 


The proposed acquisition is to be effected under a Scheme of
Arrangement which is being put to lastminute.com Shareholders for approval on
29 June 2005 and to the Court for approval on or about 19 July 2005.  You should note that all the dates stated in
this letter are subject to change. Assuming the Scheme of Arrangement is
approved, all lastminute.com Shares will be automatically cancelled and the
holders of lastminute.com Shares will receive a cash payment on the following
basis:


 


	
  for each lastminute.com Share

  	
   

  	
  165 pence in cash

  



 


Further details on the Scheme of Arrangement are set out in the Scheme
Document.


 


Effect on your LTIP Award(s)


 


Under the rules of the LTIP the conditional shares awarded to
you in 2004 and 2005 may be released to you on a change of ownership.  However, the number of shares which may be
released will primarily be dependent upon the Company’s relative total
shareholder performance (“TSR”) against a


 


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comparator group from the date of grant to
the change of ownership and in addition the Company must also take into account
the amount of time elapsed since the date of grant.


 


For the performance condition to be
satisfied, the Company’s relative TSR must be at the median of the comparator
group and the better the Company’s performance the more shares that can
potentially be released.  The release schedule is
set out in the Performance Schedule you received with your award
documentation and is explained in more detail in the booklet.


 


Unfortunately for LTIP Awards granted in
2004, the Company’s comparative TSR performance from the date of grant to the
present (based on an indicative calculation) is below the median.  The Company has agreed with Sabre that these
awards will lapse and Sabre will award you a new grant in replacement over
shares in Sabre under and subject to the Sabre Holdings 2005 Amended and
Restated Long-Term Incentive Plan.  The
new Sabre share awards will be of an equivalent grant value and also have performance
conditions attached, which are still to be confirmed.  Provided these performance conditions are met
(to year end 2007) the awards will be released in January 2008; if the
performance conditions are not met the awards will be released 5 years from the
original date of grant for your 2004 LTIP Award (4 March 2009).  Please note that you will receive a separate
letter confirming the Company’s TSR performance up to the date of the change of
ownership and details of your new Sabre share award in due course.


 


For LTIP Awards granted in 2005, the Company’s
TSR performance from the date of award to the present (based on an indicative
calculation) is such that the Company is ranked at the upper quartile which
means that based on performance alone all the shares awarded to you could
potentially be released.  However in
determining the actual number of shares that will be released to you under the
LTIP rules, the Company must also take into account the amount of time which
has elapsed since the date of grant to the change of ownership in comparison to
the total holding period since the date of grant of the LTIP Award. Assuming
the performance conditions are met, the Company has agreed that 9/36ths (25%)
of the total number of shares awarded to you will be released to you when the
change of ownership occurs.


 


Please note that you will receive a separate
letter confirming the Company’s TSR performance up to the date of the change of
ownership and the actual number of shares to be released.  When the shares are released to you they will
be compulsorily acquired by Travelocity Europe under the Company’s amended
Articles of Association and you will then receive the scheme consideration of
165p per lastminute.com Share less any relevant deductions for income tax,
social security or other withholdings.


 


The Company has agreed with Sabre that the
balance, 27/36ths (75%), of the shares comprising your original 2005
LTIP Award will lapse and Sabre will award you a new grant in replacement over
shares in Sabre under and subject to the rules of the Sabre Holdings 2005
Amended and Restated Long-Term Incentive Plan. 
The new Sabre share awards will also have performance conditions
attached (these are to be confirmed). 
The new Sabre share awards will be of an equivalent grant value and also
have performance conditions attached, which are still to be confirmed.  Provided these performance conditions are met
(to year end 2008) the awards will be released in January 2009); if the
performance conditions are not met the awards will be released 5 years from the
original date of grant for your 2005 LTIP Award (17 February 2010).  Please note that you will receive a separate
letter confirming the Company’s TSR performance up to the date of the change of
ownership and details of your new Sabre share award in due course.


 


Annual Share Bonus Plan


 


You currently participate in the Annual Share
Bonus Plan under which half of any bonus earned was due to be paid in cash and
half in shares.  The extent to which any
bonus is paid will obviously be determined when the financial results of the
existing lastminute.com group are known after the end of the current financial
year. The Company has agreed with Sabre for this financial year that, to the
extent that the existing lastminute.com bonus targets are met, any bonus earned
will be paid fully in cash.


 


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Action to be Taken


 


There is no action to be taken by yourself
in relation to your LTIP Awards. We will write to you again shortly after
completion of the acquisition, which is expected to be on 20 July 2005,
with full details of the amount that you will receive in relation to your 2005
LTIP Award and the replacement LTIP Award(s) that you will be granted.


 


Further Information


 


If you have any queries in relation to this
letter or how your LTIP Awards are affected, you should contact myself or Simon
Watkins.


 


 


	
   

  	
  Yours
  sincerely

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Liane Hornsey

  	
   

  
	
   

  	
  Liane
  Hornsey

  	
   

  
	
   

  	
  Group HR Director

  	
   

  
				



 


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NOTES:


 


(a)                               A copy of the rules of the LTIP is available for inspection at
lastminute.com’s registered office at 39 Victoria Street, London, SW1H 0EE
during usual business hours (or upon request to the Company Secretary).


 


(b)                               The lastminute.com Directors accept responsibility for the
information contained in this letter.  To
the best of the knowledge and belief of the lastminute.com Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this letter for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of such
information.


 


(c)                                Accidental omission to despatch this letter to, or any failure to
receive the same by any person to whom this letter should be sent, shall not
invalidate the matters referred to in this letter in any way.


 


(f)                                   In the event of any conflict between this letter and the rules of
the LTIP and current legislation, the rules of the LTIP and current
legislation take precedence.


 


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