Executive Termination Benefits Agreements

EXECUTIVE TERMINATION BENEFITS AGREEMENT


THIS AGREEMENT, dated as of the ___th day of __________, 1996 is among The SABRE Group Holdings, Inc., a Delaware corporation, The SABRE Group, Inc., a Delaware corporation (collectively, the "Company"), and ____________________ (the "Executive").


W I T N E S S E T H:


WHEREAS, the Company considers it essential to the best interests of the Company and its stockholders that its management be encouraged to remain with the Company and to continue to devote full attention to the Company's business in the event an effort is made to obtain control of the Company through a tender offer or otherwise;


WHEREAS, the Company recognizes that the possibility of a change in control and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders;


WHEREAS, the Company's Board of Directors (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of


1 2 the Company's management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company;


WHEREAS, the Executive is a key Executive of the Company;


WHEREAS, the Company believes the Executive has made valuable contributions to the productivity and profitability of the Company;


WHEREAS, should the Company receive any proposal from a third person concerning a possible business combination with or acquisition of equity securities of the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company be able to receive and rely upon his advice as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal; and


WHEREAS, should the Company receive any such proposals, in addition to the Executive's regular duties, he may be called upon to assist in the assessment of such proposals, advise management and the Board as to whether such proposals would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be appropriate.


NOW, THEREFORE, to assure the Company that it will have the continued undivided attention and services of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of


2 3 the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:


1. Services During Certain Events


In the event a third party begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps seeking to effect a Change in Control (as defined in Section 2), the Executive agrees that he will not voluntarily leave the employ of the Company, and will render the services contemplated in the recitals to this Agreement, until the third party has abandoned or terminated its efforts to effect a Change in Control or until after such a Change in Control has been effected.


2. Change in Control


For purposes of this Agreement, a Change in Control of the Company shall be deemed to have taken place if: (a) any "person" as defined in Section 3(a)(9) of the Securities Exchange Act of l934, as amended from time to time, (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 of the Company and any employee benefit plan sponsored or maintained by the Company or any subsidiary of the Company (including any trustee of such plan acting as trustee), directly or indirectly, becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act, as amended from time to time) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities with respect to the


3 4 election of Directors of the Company; or (b) during any twenty-four consecutive month period, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such twenty-four month period shall be deemed to have satisfied such twenty-four month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such period) or by prior operation of the provisions of this Section 2(b); or (c) the occurrence of a transaction requiring stockholder approval for the acquisition of the Company by an entity other than the Company or a subsidiary of the Company through purchase of assets, or by merger, or otherwise. Notwithstanding anything else contained herein to the contrary, in no event shall a Change in Control be deemed to occur solely by reason of (i) a distribution to the shareholders of AMR Corporation ("AMR"), whether as a dividend or otherwise, of all or any portion of the Company's stock or any other voting securities of the Company held, directly or indirectly, by AMR or (ii) a sale of all or any portion of the Company's stock or any other voting securities of the Company held, directly or indirectly, by AMR in an unwritten public offering.


3. Circumstances Triggering Receipt of Severance Benefits


(a) Subject to Section 3(c), the Company will provide the


4 5 Executive with the benefits set forth in Sections 5 and 6 upon any termination of the Executive's employment:


(i) by the Company at any time within the first 36 months
after a Change in Control;


(ii) by the Executive at any time within the first 12
months after a Change in Control;


(iii) by the Executive for "Good Reason" (as defined in
Section 3(b) below) at any time within the first 36 months after a
Change in Control.


(b) For purposes of Section 3(a)(iii), the Executive shall be entitled to terminate his employment with the Company and its subsidiaries for "Good Reason" after a Change in Control if:


(i) without the Executive's written consent, one or more of
the following events occurs at any time during the first thirty-six
(36) months after such Change in Control:


(A) the Executive is not appointed to, or is otherwise
removed from, any office or position with the Company
or its subsidiaries held by the Executive immediately
prior to the Change in Control for any reason other
than for Cause or in connection with the termination
of his employment with the Company or its
subsidiaries;


(B) the Executive's Base Salary rate or his annual
incentive compensation opportunity rate is reduced
below that in effect immediately prior to the Change
in Control for any reason other than for Cause or in


5 6
connection with the termination of his employment
with the Company and its subsidiaries;


(C) the Executive's principal office is moved, without
the Executive's consent, to a location that is more
than 50 miles from its location immediately prior to
the Change in Control;


(D) for any reason other than for Cause or in connection
with the termination of his employment with the
Company and its subsidiaries, the Executive suffers a
significant reduction in the authority, duties or
responsibilities associated with his position with
the Company as in effect immediately prior to the
Change in Control, on the basis of which he makes a
determination in good faith that he can no longer
carry out such position in the manner contemplated by
the Executive and the Company prior to the Change in
Control;


(E) for any reason other than in connection with the
termination of his employment or in connection with a
bona fide restructuring of the Executive's benefits
that does not reduce the overall level of such
benefits, the Company asserts the intention to reduce
or reduces any benefit provided to the Executive
below the level of such benefit provided immediately
prior to the Change in Control other than pursuant to
the terms of any employment


6 7
agreement between the Company or a subsidiary of the
Company and the Executive ("Employment Agreement")
(unless the Company agrees to fully compensate
Executive for any such reduction);


(F) a successor, where applicable, does not assume and
agree to the terms of this Agreement in accordance
with Section 10 below; or


(G) the Company purports to terminate Executive's
employment other than in accordance with the Notice
of Termination procedures set forth in Section 4
below.


(ii) the Executive notifies the Board in writing (care of the
Company) of the occurrence of such event;


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


(iv) within 60 days following the expiration of the 30-day
period specified in clause (iii) above (without the occurrence of a
cure and written notice thereof as described in clause (iii) above),
the Executive voluntarily terminates his employment with the Company
and its subsidiaries.


(c) Notwithstanding Section 3(a) and (b) above, no benefits shall be payable by reason of this Agreement in the event of:


(i) Termination of the Executive's employment with the
Company and its subsidiaries by reason of the Executive's death


7 8
or Disability, provided that the Executive has not previously given a
valid "Notice of Termination" pursuant to Section 4. For purposes
hereof, "Disability" shall be defined as the inability of Executive
due to illness, accident or other physical or mental disability to
perform his duties for any period of six consecutive months or for any
period of eight months out of any twelve month period, as determined
by an independent physician selected by the Company and reasonably
acceptable to the Executive (or his legal representative), provided
that the Executive does not return to work on substantially a
full-time basis within 30 days after written notice from the Company
of an intent to terminate the Executive's employment due to
Disability;


(ii) Termination of the Executive's employment with the
Company and its subsidiaries on account of the Executive's retirement
at or after age 65, pursuant to the Company's Retirement Benefit Plan;
or
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