Exhibit 10.33


 


 


 


2000 Stock Option Plan


 


 


 


Sabre Holdings Corporation


 


 


 


As Amended and Restated

Effective as of November 13, 2000


 


 


 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  
	
  Section
  1.  Purpose and Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  2.  Administration

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  3.  Stock Subject to Plan

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.  Stock Options

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.  Stock Appreciation Rights

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  6.  Change in Control

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.  Amendments and Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.  General Provisions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  9.  Term

  	
   

  	
   

  



 

















 


Sabre Holdings Corporation

2000 Stock Option Plan


Section
1.  Purpose and Definitions


The purpose of Sabre
Holdings Corporation’s Stock Option Plan (the “Plan”) is to enable Sabre
Holdings Corporation (the “Company”) to attract, retain, and reward employees
of the Company, its Subsidiaries, and its Affiliates, and strengthen the
mutuality of interests between such individuals and the Company’s shareholders,
by offering such individuals stock incentives in the Company.


For purposes of the Plan,
the following terms shall be defined as follows:


a.                                       “Affiliate”
means any entity, other than the Company and any Subsidiary, that is designated
by the Board as a participating employer under the Plan, so long as the Company
directly or indirectly owns at least twenty percent (20%) of the combined
voting power of the stock or other equity interests of such entity or at least
twenty percent (20%) of the equity interests of such entity.


b.                                      “Award” means a
Stock Option or Stock Appreciation Right granted hereunder.


c.                                       “Board” means
the Board of Directors of the Company.


d.                                      “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 rules, business ethics policy,
other policies or state or federal law, or any other conduct which would
disqualify the Participant from entitlement to unemployment benefits.  The determination of whether Cause exists
shall be made in the Company’s sole discretion.


e.                                       “Code” means
the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.


f.                                         “Committee”
means the Committee referred to in Section 2.


g.                                      “Company” means
Sabre Holdings Corporation, a corporation organized under the laws of the State
of Delaware, or any successor corporation.


h.                                      “Disability”
means disability as determined by the Committee.


i.                                          “Effective
Date” means November 13, 2000.


j.                                          “Employee”
means a regular full or part-time employee of the Company, Subsidiaries and
Affiliates, as determined by the Committee.


k.                                       “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and
any successor thereto.

















 


l.                                          “Fair Market
Value” means, as of any given date, unless otherwise determined by the
Committee in good faith, the mean between the highest and lowest quoted selling
price, regular way, of the Stock on the New York Stock Exchange (“NYSE”) or the
National Association of Securities Dealers Automated Quotation System
(“NASDAQ”) or, if no such sale of Stock occurs on the NYSE or NASDAQ on such
date, the fair market value of the Stock as determined by the Committee in good
faith.


m.                                    “Participant”
means an Employee receiving an Award hereunder.


n.                                      “Person” means
“person” as defined in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d) and 14(d) thereof, including a “group” as defined in Section
13(d) of the Exchange Act but excluding the Company and any Subsidiary and any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee).


o.                                      “Plan” means
Sabre Holdings Corporation’s 2000 Stock Option Plan, as amended from time to
time.


p.                                      “Retirement”
means, unless otherwise determined by the Committee, retirement from employment
with the Company or any Subsidiary or Affiliate on or after age 65 or age 55
with 10 years Company service.


q.                                      “Stock” means
the Class A Common Stock, $.01 par value per share, of the Company, or any
successor security resulting from any merger, reorganization, consolidation,
recapitalization, reorganization or other change in corporate structure
affecting the stock as determined by the Committee in accordance with Section
3(c).


r.                                         “Stock
Appreciation Right” means the right to participate in an increase in the value
of a share of Stock pursuant to an award granted under Section 5.


s.                                       “Stock Option”
or “Option” means any non-qualified option to purchase shares of Stock (other
than any stock option intended to be and designated as an “Incentive Stock
Option” within the meaning of section 422 of the Code) granted pursuant to
Section 4.


t.                                         “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.


In addition, the terms
“Change in Control,” “Potential Change in Control,” and “Change in Control
Price” shall have the meanings set forth in Section 6.


Section
2.  Administration


a.                                       The Plan shall
be administered by a Committee of not less than two members of the Board, who
shall be appointed by, and serve at the pleasure of, the Board.  In selecting the members of the Committee,
the Board shall take into account, to the extent 


 


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applicable, the requirements for the members of the Committee to be
treated as “Outside Directors” within the meaning of Section 162(m) of the Code
and “Non-Employee Directors” for purposes of Rule 16b-3, as promulgated under
Section 16 of the Exchange Act.  The
functions of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists that has the authority to
so administer the Plan.


b.                                      The Committee
shall have full authority to grant Awards, pursuant to the terms of the Plan,
to Employees.


c.                                       In particular
the Committee shall have the authority:


i.                                          To select
Employees to whom Awards may from time to time be granted hereunder;


ii.                                       To determine
whether and to what extent Awards are to be granted to one or more Employees;


iii.                                    Subject to the
provisions of Sections 3 and 4, to determine the number of shares to be covered
by each such Award;


iv.                                   To determine
the terms and conditions of any Award (including, but not limited to the share price
and any restriction or limitation, or any vesting acceleration or waiver of
forfeiture restrictions regarding any Award and/or the shares of Stock relating
thereto);


v.                                      To determine
whether and under what circumstances a Stock Option may be settled in cash
instead of Stock;


vi.                                   To designate
the Corporate Secretary of the Company, other officers or employees of the
Company, or competent professional advisors, to assist the Committee in the
administration of the Plan;


vii.                                To delegate
authority to the Corporate Secretary of the Company, or other officers or
employees of the Company to execute agreements or other documents on its
behalf;


viii.                             To delegate
authority to the Corporate Secretary of the Company, or other officers or
employees of the Company to act on its behalf concerning any matter related to
the Plan, including without limitation the ability to make grants and Awards
hereunder.


d.                                      The Committee
or its designee shall have the authority to adopt, alter, and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.


 


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e.                                       All decisions
made by the Committee or its designee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Employees.


Section
3.  Stock Subject to Plan


a.                                       The total
number of shares of Stock reserved and available for distribution under the
Plan shall be seven million (7,000,000). 
In no event shall the total of (i) shares of Stock subject to Awards
plus (ii) shares of Stock issued under the Plan exceed the amount available.


b.                                      Subject to
Section 5(h), each share of Stock as to which a Stock Option or Stock
Appreciation Right has been granted shall again be available for distribution
in connection with future awards under the Plan if (i) such share ceases to be
subject to an Award or is otherwise forfeited, (ii) the Award to which such
share relates is settled in cash or other property, (iii) the Award to which
such share relates otherwise terminates without the share of Stock being issued
to the Participant, (iv) such share otherwise issuable hereunder is withheld in
order to pay the exercise price or tax withholding for Awards, or (v) such
share is used to pay the exercise price or tax withholding of other Awards.


c.                                       In the event of
any merger, reorganization, consolidation, recapitalization, Stock dividend,
Stock split, extraordinary cash dividend, or other change in corporate
structure affecting the Stock, such substitution or adjustment may be made in
the aggregate number of shares reserved for issuance under the Plan, and/or in
the number and option price of shares subject to outstanding Awards, as may be
determined to be appropriate by the Committee, provided that the number of
shares subject to any award shall always be a whole number.


Section 4.  Stock
Options


Options granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions as the Committee shall deem desirable:


a.                                       Price.  The
Option price per share of Stock purchasable under a Stock Option shall be
determined by the Committee at the time of grant but shall be not less than one
hundred percent (100%) of the Fair Market Value of the Stock at grant.


b.                                      Term.  The
Committee shall fix the term of each Stock Option, but no Stock Option shall be
exercisable more than ten (10) years after the date the Option is granted.


c.                                       Exercisability.  Stock
Options shall be vested or exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee at or after
grant; provided, however, that, except as provided in Section 6, or unless
otherwise determined by the Committee at or after grant, no Stock Option shall
be exercisable prior to the first anniversary date of the granting of the
Option.  If any Stock Option is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time at or after grant in whole or in part, based on
such factors as the Committee shall determine.


 


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d.                                      Method
of Exercise.  Subject to whatever installment
exercise provisions apply under Section 4(c), Stock Options may be exercised in
whole or in part at any time during the option period, by giving written notice
of exercise to the Company, or its designated representative, specifying the
whole number of shares to be purchased. 
Such notice shall be accompanied by payment in full of the purchase
price and required tax withholding, either by check, note or such other
instrument as the Committee may accept. 
As determined by the Committee at or after grant, payment in full or in
part may also be made in the form of various cashless exercise methods, or in
the form of unrestricted Stock already owned by the Participant; provided that
such unrestricted Stock has been held by the Participant for at least six
months prior to tender upon exercise. 
No shares of Stock shall be issued until full payment therefore has been
made.  A Participant shall generally
have the rights to dividends or other rights of a shareholder with respect to
the shares subject to the Option when the Participant has given written notice
of exercise, has paid in full for such shares, and, if requested, has given the
representation described in Sections 8(a) and 8(b).


e.                                       Transferability.  Unless
the Committee shall permit (on such terms and conditions as it shall
establish), no Option may be transferred, assigned, pledged or hypothecated
(except by will or the laws of descent and distribution) or be subject to
execution, attachment, or similar process. 
Upon any attempt to effect any such disposition, or upon the levy of any
such process, the Option will become null and void.


f.                                         Termination
for Cause.  If a Participant’s employment by the
Company or any Subsidiary or Affiliate is terminated for Cause, the Stock
Option shall thereupon terminate, whether or not vested or exercisable at that
time.  Notwithstanding anything herein
to the contrary, if subsequent to a Participant’s termination, the Committee
determines that, either prior or subsequent to the Participant’s termination,
the Participant engaged in conduct that would constitute Cause, such
Participant shall forthwith cease to have any right to exercise any Award.


g.                                      Other
Termination.  If a Participant’s employment by the
Company or any Subsidiary or Affiliate terminates for any reason other than for
Cause, any unexercisable Stock Option shall thereupon terminate and any
exercisable Stock Option held by such Participant may thereafter be exercised
in accordance with the terms and conditions established by the Committee.


h.                                      Buyout.  The
Committee may at any time offer to buy out for payment in cash or Stock an
Option previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the Participant at the time that such offer
is made.


Section 5.  Stock Appreciation Rights


Stock Appreciation Rights
granted under the Plan shall be subject to the following terms and conditions
and shall contain such additional terms and conditions as the Committee shall
deem desirable:


 


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a.                                       Price.  Upon
the exercise of a Stock Appreciation Right, a Participant shall be entitled to
receive an amount in cash and/or shares of Stock equal in value to the excess
of the Fair Market Value on the date of exercise of one share of Stock over the
exercise price per share determined by the Committee at the time of grant
multiplied by the number of shares in respect of which the Stock Appreciation
Right shall have been exercised, with the Committee having the right to
determine the form of payment.  When
payment is to be made, the amount and/or number of shares (when payment is to
be made in shares) to be paid shall be calculated on the basis of the Fair
Market Value of the shares on the date of exercise.


b.                                      Term.  The
term of each Stock Appreciation Right shall be fixed by the Committee, but no
Stock Appreciation Right shall be exercisable more than ten (10) years after
the date the Stock Appreciation Right is granted.


c.                                       Exercisability.  Stock
Appreciation Rights shall be vested or exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee at
or after grant; provided, however, that, except as provided in Section 6, or
unless otherwise determined by the Committee at or after grant, no Stock
Appreciation Right shall be exercisable prior to the first anniversary date of
the granting of the Stock Appreciation Right. 
If the Committee provides that any Stock Appreciation Right is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time at or after grant in whole or in part, based on
such factors as the Committee shall determine.


d.                                      Method
of Exercise.  Subject to whatever installment
exercise provisions apply under Section 5(c), Stock Appreciation Rights may be
exercised in whole or in part as to a whole number of shares at any time during
the exercise period, by giving written notice of exercise to the Company, or
its designated representative, specifying the number of shares to be exercised.


e.                                       Transferability.  Unless
the Committee shall permit (on such terms and conditions as it shall
establish), no Stock Appreciation Right may be transferred, assigned, pledged
or hypothecated (except by will or the laws of descent and distribution) or be
subject to execution, attachment, or similar process.  Upon any attempt to effect any such disposition, or upon the levy
of any such process, the Stock Appreciation Right will become null and void.


f.                                         Termination
for Cause.  If a Participant’s employment by the
Company or any Subsidiary or Affiliate is terminated for Cause, the Stock
Appreciation Right shall thereupon terminate, whether or not exercisable at
that time.  Notwithstanding anything
herein to the contrary, if subsequent to a Participant’s termination, the
Committee determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause,
then such Participant shall forthwith cease to have any right to exercise any
Award.


 


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g.                                      Other
Termination.  If a Participant’s employment by the
Company or any Subsidiary or Affiliate terminates for any reason other than for
Cause, any unexercisable Stock Appreciation Right shall thereupon terminate and
any exercisable Stock Appreciation Right held by such Participant may
thereafter be exercised in accordance with the terms and conditions established
by the Committee.


h.                                      Upon the
exercise of any Stock Appreciation Right, the number of shares issued under
such Stock Appreciation Right based on the value of the Stock Appreciation
Right at the time of exercise shall be deemed to be shares issued for purposes
of the share authorization set forth in Section 3.


Section
6.  Change in Control


a.                                       Impact
of Event.  In the event a Change in Control or a
Potential Change in Control occurs as determined by the Committee or the Board
at or after grant, subject to any right of approval expressly reserved by the
Committee or the Board at the time of such determination, the following shall
occur:


i.                                          Any Stock
Appreciation Rights or Stock Options awarded under the Plan shall continue in
effect or, if continuation is not possible, shall be equitably converted to
Stock Options or Stock Appreciation Rights of any successor entity; or


ii.                                       If continuation
or conversion under 6(a)(i) is not possible, all unexercisable Stock Options
and Stock Appreciation Rights shall become fully exercisable, and the Board
shall either provide Participants with a reasonable period within which to
exercise, or settle in cash;


iii.                                    If the Board
chooses to settle in cash pursuant to Section 6(a)(ii), the value of all
outstanding Awards to the extent vested hereunder shall, unless determined
otherwise by the Board in its sole discretion at or after grant but prior to
any Change in Control or Potential Change in Control, be the excess of the
Change in Control Price as of the date such Change in Control or such Potential
Change in Control is determined to have occurred or such other date as the
Board may determine prior to the Change in Control or Potential Change on
Control, over the exercise price. 
“Change in Control Price” means the highest price per share paid in any
transaction reported on the NYSE or NASDAQ Composite Index, or paid or offered
in any bona fide transaction related to a potential or actual Change in Control
of the Company at any time during the sixty (60) day period immediately
preceding the occurrence of the Change in Control (or, where applicable, the
occurrence of the Potential Change in Control event), in each case as
determined by the Committee.


b.                                      Termination
without Cause.  In the event a Participant is
involuntarily terminated without Cause within one year following a Change in
Control or Potential Change in Control, such Participant’s previously
unexercisable and unvested Stock Options and Stock Appreciation Rights shall
become fully vested and remain exercisable for three (3) months following
such termination.


 


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c.                                       Definition
of “Change in Control”.  A “Change in Control” means the
happening of any of the following:


i.                                          When any
Person, directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act, 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;


ii.                                       The individuals
who, as of the Effective Date of this Plan, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date of the Plan 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 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; 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 shares 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, providing
for such Business Combination; or


 


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


e.                                       Definition
of Potential Change in Control.  A “Potential
Change in Control” means the happening of any one of the following:


i.                                          The approval by
shareholders of an agreement by the Company, the consummation of which would
result in a Change in Control of the Company; or


ii.                                       The acquisition
of beneficial ownership, directly or indirectly, by any entity, person or group
(other than the Company or a Subsidiary or any Company employee benefit plan
(including any trustee of such plan acting as such trustee) of securities of
the Company representing five percent (5%) or more of the combined voting power
of the Company’s outstanding securities and the adoption by the Board of
Directors of a resolution to the effect that a Potential Change in Control of
the Company has occurred for purposes of this Plan.


Section 7.  Amendments and Termination


a.                                       The Committee
may amend, alter, or discontinue the Plan, but no amendment, alteration, or
discontinuation shall be made that would impair the Options or Stock
Appreciation Rights previously granted to a Participant without the
Participant’s consent.


b.                                      The Committee
may amend the terms of any award theretofore granted, prospectively or
retroactively, but subject to Section 3 above, no such amendment shall impair
the options or stock appreciation rights previously granted to a Participant
without the Participant’s consent.


c.                                       Subject to the
above provisions, the Committee shall have broad authority to amend the Plan
for any reason, including without limitations to take in to account changes in
applicable securities and tax laws and accounting rules, as well as other
developments.


Section
8.  General Provisions


a.                                       The Committee
may require each Participant purchasing shares pursuant to and under the Plan
to represent to and agree with the Company in writing that the Participant is
acquiring the shares without a view to distribution thereof.  The certificates for such shares may include
any legend that the Committee deems appropriate to reflect any restrictions on
transfer.


b.                                      All
certificates for shares of Stock delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the Committee may deem
advisable under the rules. regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, NASDAQ, and any applicable federal or state securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.


 


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c.                                       Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such
approval is required, and such arrangements may be either generally applicable
or applicable only in specific cases.


d.                                      The adoption of
the Plan shall not confer upon any employee of the Company or any Subsidiary or
Affiliate any right to any Award under the Plan, nor the continued employment
with the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary or Affiliate
to terminate the employment of any of its employees at any time.


e.                                       Except as the
Participant and the Company may otherwise agree, no later than the date as of
which an amount first becomes includible in the gross income of the Participant
for federal income tax purposes with respect to any award under the Plan, the
Participant shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of any federal, state, or local taxes of any
kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the
Committee, withholding obligations may be settled with Stock, including Stock
that is part of the Award that gives rise to the withholding requirement,
provided that no more than the minimum withholding tax is paid through share
withholding.  The withholding
requirement may be paid with unrestricted stock already owned by the Participant,
provided that such stock has been held by the Participant for at least six
months prior to tender for purposes of payment of withholding taxes.  The obligations of the Company under the
Plan shall be conditional on such payment of arrangements and the Company and
its Subsidiaries or Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
the Participant.


f.                                         The Plan and
all awards made and actions taken thereunder shall be governed by and construed
in accordance with the laws of the State of Delaware.


Section
9.  Term


No Awards shall be granted
pursuant to the Plan on or after March 15, 2010, but Awards granted prior to
March 15, 2010 may extend beyond that date.


 


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