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Exhibit 10.2    
    


 
 

ADDENDUM TO EXECUTIVE TERMINATION BENEFITS AGREEMENTS


	1.
	Continuation Period pursuant to Subparagraph 1(d) of the Executive Termination Benefits Agreement shall mean "the period of time
beginning on the Termination Date and ending thirty-six (36) months thereafter."



	2.
	The
following language shall be added as Subparagraph 2(a)(iv) of the Executive Termination Benefits Agreement: 



by
the Executive within the thirty (30) day period immediately following the first anniversary of a Change in Control. 



	3.
	The
following language shall be added as Subparagraph 4(a) of the Executive Termination Benefits Agreement: 



The
Company will pay to the Executive the sum of (i) three (3) times the greater of (A) the Executive's effective annual base salary at the Termination Date or (B) the
Executive's effective annual base salary immediately prior to the Change in Control, plus (ii) three (3) times the greater of (X) the highest annual bonus awarded to the Executive
under the Company's Variable Compensation Plan or any other bonus plan (whether paid currently or on a deferred basis) with respect to any twelve (12) consecutive month period during the last
three (3) fiscal years ending prior to the Termination Date or (Y) the highest target bonus rate applicable to the Executive for any period during such prior three (3) year
period, multiplied by the applicable annual base salary determined under clause (i) of this Section 4(a); the resulting amount to be paid in a lump sum on the first day of the month
following the Termination Date. 



	4.
	The
following language shall be added following the last sentence of Subparagraph 4.(f)(iii) of the Executive Termination Benefits Agreement: 



Notwithstanding
anything in Section 4,(f)(ii) or (iii) (or elsewhere) to the contrary, all Equity Awards shall either (a) vest upon voluntary termination of the Executive
during the thirty (30) day period immediately following the first anniversary of the Change in Control or (b) at the Company's sole and absolute discretion, any or all of such Equity
Awards shall be immediately cashed out (i.e., settled in cash) by the Company by paying the Executive in cash the fair market value of the Company's stock as of the Termination Date (not the Change in
Control date) for each such award (in the case of Restricted Stock, Performance Shares, Deferred Stock or similar awards), plus the excess (if any, including a deemed distribution of $0) of the fair
market value of the Company's stock as of the Termination Date (and not the Change in Control date) over the exercise price or base amount (such excess hereinafter referred to as the "Termination
Spread Amount"), multiplied by the number of such Awards (in the case of Stock Options, Stock Appreciation Rights or other awards involving an exercise price or spread amount), net of any required
withholding, and the Executive will transfer such Equity Awards to the Company in exchange for such payment. Alternatively, if it would yield a greater amount, in lieu of paying such Termination
Spread Amount, the Company, in its sole and absolute discretion, may cash out (i.e., settle in cash) such Stock Options, Stock Appreciation Rights or other awards involving an exercise price or spread
amount based on either the "fair value" of the Stock Options, Stock Rights or other awards involving an exercise price or spread amount under Generally Accepted Accounting Principles (as determined
through the Black-Scholes, binomial, or any other option pricing model permissible under FAS 123 or a successor standard) or any other amount between the Termination Spread Amount and fair
value. 








	5.
	The
following language shall be added as Subparagraph 4(j) of the Executive Termination Benefits Agreement: 



Travel Privileges. The Company will purchase or otherwise make available to the Executive personal air travel on American Airlines and American Eagle
(A) under terms and conditions no less favorable than those that did apply or would have applied to the Executive as an "Eligible Employee" under the Travel Privileges Agreement between the
Company and American Airlines, Inc. ("American") dated July 1, 1996, as amended, including any successor agreement ("Travel Agreement") if the Executive's employment with the Company had
continued; and (B) at an after tax cost to the Executive equal to the after tax cost the Executive would have paid for personal air travel using the travel privileges as an "Eligible Employee"
under the Travel Agreement if the Executive's employment with the Company had continued. The Company will provide personal air travel pursuant until the earlier to occur of: (A) the expiration
of the Travel Agreement (currently scheduled for June 30, 2008) or (B) a termination of the Travel Agreement by American other than as a consequence of the Change in Control; except that
if before such an occurrence the Executive reaches (w) fifty-five (55) years of age with five (5) years of service if hired on or before July 31, 1996, or
(x) fifty-five (55) years of age with ten (10) years of service if hired after July 31, 1996, or (y) fifty (50) years of age with ten
(10) years of service, or (z) fifty (50) years of age with fifteen (15) years of service, then the Company will purchase or otherwise make available to the Executive,
immediately if the Executive qualifies under the preceding clauses (w) or (x), or upon the Executive reaching sixty-two (62) years of age if the Executive qualifies 









under
the preceding clause (y), or upon the Executive reaching fifty-five (55) years of age if the Executive qualifies under the preceding clause (z), personal air
travel on American Airlines and American Eagle (a) under terms and conditions no less favorable than those that would have applied to the Executive as an "Eligible Retiree" under the Travel
Agreement if the Executive had retired from the Company; and (b) at an after tax cost to the Executive equal to the after tax cost the Executive would have paid for personal air travel using
the travel privileges available as an "Eligible Retiree' under the Travel Agreement if the Executive had retired from the Company. If the Travel Agreement is terminated by American due to the Change
in Control, the Company will provide the personal air travel described in this Section (4)(j) without regard to any termination of the Travel Agreement. 



	 	 	Dated: [insert date]
	

 	
 	

SABRE HOLDINGS CORPORATION
	

 	
 	

By	

 
	 	 	 	
 James F. Brashear

Corporate Secretary
	

 	
 	

SABRE INC.
	

 	
 	

By	

 
	 	 	 	
 James F. Brashear

Senior Vice President, Deputy General Counsel and Corporate Secretary





	

 	
 	

[Executive]
	

 	
 	

Signed:	

 
	 	 	 	














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Exhibit 10.2


ADDENDUM TO EXECUTIVE TERMINATION BENEFITS AGREEMENTS