Exhibit 10.49

EXECUTIVE TERMINATION BENEFITS AGREEMENT

This Executive Termination Benefits Agreement ("Agreement") dated as of [insert date] ("Effective Date"), is among Sabre Holdings
Corporation, a Delaware corporation ("Sabre Holdings"), Sabre Inc., a Delaware corporation ("Sabre"), and the executive named on the signature page hereof (the "Executive").

WHEREAS,
the Board of Directors recognizes that any likelihood of a Change in Control affecting the Company, and the uncertainty which it may raise among management personnel, may result
in the departure or distraction of management personnel to the detriment of the Company and its stockholders;

WHEREAS,
the Board of Directors considers it essential to the best interests of the Company and its stockholders that its key executives be incentivized to remain with the Company, and
to continue to devote their full attention and dedication to the Company's business and their assigned duties, in the event of an actual or likely Change in Control;

WHEREAS,
the Board of Directors believes the Executive is a key executive of the Company and, in the event of an actual or likely Change in Control, the Board of Directors wants the
Executive to continue performing his or her duties, to assess the impact of the potential Change in Control, to advise the Company whether the potential Change in Control is in the best interests of
the Company and its shareholders, to assist in implementing the Change in Control, and to take such other actions as the Board might determine to be appropriate under the circumstances, all without
the Executive being distracted by personal concerns about the impact of the potential Change in Control on the Executive; and

WHEREAS,
attached to this Executive Benefits Termination Agreement is an Addendum setting forth certain terms in addition to the terms set forth in this Agreement. To the extent any of
the terms contained in the attached Addendum conflict and/or contradict the terms contained in this Agreement, the terms contained in the Addendum shall control and supersede any such conflicting
and/or contradictory terms contained in this Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants below, and in order to incentivize the Executive to remain in the employ of the Company in the event of an actual or likely
Change in Control, the Company and the Executive agree as follows:

1.Defined Terms.For purposes of this Agreement, the following terms have the meanings ascribed to them below:



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2.Circumstances Triggering Receipt of Severance Benefits.



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3.Notice of Termination.Any termination of the Executive's employment with the Company as contemplated by
Section 2 above (excluding Subsection 2(b)(i)(8)) will be communicated by written notice to the Executive or the Company delivered in person or by certified mail. Any "Notice of
Termination" will: (i) state the effective date of termination, which will not be less than thirty (30) days or more than sixty (60) days after the date the Notice of Termination
is delivered (the "Termination Date"), except that the Termination Date may be immediate if Cause exists; (ii) state the specific provision in this Agreement being relied upon for termination;
(iii) state the facts and circumstances claimed to provide a basis for such termination in reasonable detail, and (iv) in the case of termination for Cause, be signed by the Chairman of
the Board of the Company.

4.Termination Benefits.Subject to the conditions set forth in Section 2 above, the Company will pay or
provide to the Executive (net of any applicable payroll or other taxes required to be withheld) the following:



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(f)Life Insurance.The Company will, for the Continuation Period, continue to provide the Executive with the
same group term life insurance coverage as in effect immediately prior to the date of the Change in Control.

(g)Other Perquisites.The Company will pay to the Executive an amount equal to the cost to the Company of
providing or continuing any other perquisites (excluding travel privileges) and benefits of the Company that were in effect immediately prior to the Change in Control, calculated as if such benefits
were continued during the Continuation Period, and payable in a lump sum on the first day of the month following the Termination Date.

(h)Accrued Amounts.The Company will pay to the Executive all other amounts accrued or earned by the Executive
through the Termination Date and amounts otherwise owing under the then existing plans and policies of the Company, including but not limited to all amounts of compensation previously deferred by the
Executive (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company.

5.Payment of Certain Legal Fees and Costs.



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6.Certain Additional Payments by the Company.



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7.Letter of Credit, etc.In order to better ensure the availability of funds to pay all amounts provided for in
Sections 4, 5 and 6, the Chief Financial Officer may on behalf of the Company establish a "grantor" trust or standby Letter or Letters of Credit or other suitable arrangements in an amount sufficient
to cover such amounts. The financial facility or arrangement selected by the Chief Financial Officer will be irrevocable as of a Change in Control and will become available to the Executive upon the
Termination Date and upon presentation of the documents specified in the Letter of Credit or other financial facility or arrangement. All funds provided by the Company to cover such payment. if any,
will revert to the Company after payment in full to the Executive, subject to the applicable terms of the documents implementing such arrangements.

8.Continuing Obligations.



9.Successors.



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10.Notices.

For
the purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

| |  | If to the Executive: |  |                                                                                       
| |  | -------------------- |  | --------------------------------------------------------------------------------------
| |  |                      |  |                                                                                       
| |  |                      |  |                                                                                       
| |  |                      |  |                                                                                       
| |  | If to the Company:   |  | Sabre
Attn: Corporate Secretary
3150 Sabre Drive
Mail Drop 9105
Southlake, Texas 76092



11.Governing Law.THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED
BY AND ENFORCED UNDER THE LAWS OF THE STATE OF DELAWARE.

12.Miscellaneous.No provisions of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement
(or in any employment or other written agreement relating to the Executive).

13.Separability.The invalidity or unenforceability of any provisions of this Agreement will not affect the
validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

14.Non-assignability.This Agreement is personal in nature and neither of the parties hereto will,
without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 9 above. Without limiting the generality of the
foregoing, the Executive's right to receive payments or other benefits hereunder is not assignable, alienable, or transferable, whether by sale, exchange, gift, disposition, pledge, hypothecation,
creation of a security interest, or otherwise, and is not subject to attachment, execution, levy, lien, constructive trust, or other legal process (collectively, a "Transfer"), other than a transfer
by his will or by the laws of descent and distribution, and any attempted voluntary or involuntary Transfer contrary to this Section shall be null and void, and the Company shall have no obligation or
liability to pay any amount or provide any benefit or otherwise honor any order that attempts any such Transfer.

15.Termination.This Agreement will remain in effect for three (3) years from the Effective Date. It
will be automatically renewed for successive three (3) year periods unless, no fewer than one hundred eighty (180) days prior to the expiration of a three (3) year period, the
Company notifies the Executive in writing of its intent to terminate the Agreement; except that such termination will not be made, and if made will have no effect, (a) as to any payments or
benefits payable hereunder to an Executive whose employment has terminated pursuant to Section 2(a) or 2(b) above, or (b) within two (2) years after a Change in Control or
(c) during any period of time when the Company has knowledge that any third person has taken steps reasonably calculated to effect a Change in Control until, in the

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opinion
of the Board (as constituted at the time of the termination of this Agreement), the third person has abandoned or terminated its efforts to effect a Change in Control.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

| |  | DATED:                    
| |  | --------------------------
| |  | SABRE HOLDINGS CORPORATION
| |  | By                        
| |  | SABRE INC.                
| |  | By                        

| |  | Signed: | 
| |  | ------- | 
| |  |         | 

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