Executive Termination Benefits Agreement/A. Steinberg

EXECUTIVE TERMINATION BENEFITS AGREEMENT
EXECUTIVE OFFICERS


This Executive Termination Benefits Agreement ("Agreement") dated as of September 27, 1999 ("Effective Date"), is among Sabre Holdings Corporation, a Delaware corporation ("Sabre Holdings"), Sabre Inc., a Delaware corporation ("Sabre Inc") (collectively, the "Company"), and Andrew B. Steinberg (the "Executive").


WHEREAS, the Board of Directors recognizes that the 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;


NOW, THEREFORE, in consideration of the mutual covenants below and other good and valuable consideration, 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:


a) "Cause" means, but is not limited to, any of the following actions by the
Executive leading to termination of employment: theft, dishonesty or
fraud, insubordination, persistent inattention to duties or excessive
absenteeism, violation of the Company's work rules, code of conduct or
policies or state or federal law, or any other conduct which would
disqualify the Executive from entitlement to unemployment benefits.


b) "Change in Control" means an occurrence after the Effective Date of any
one or more of the events described in clauses (i), (ii), (iii), or (iv)
below.


i) Any Person directly or indirectly, becomes the beneficial owner (as
defined in Rule 13(d)-3 under the Exchange Act) of securities of the
Company representing fifteen percent (15%) or more of the combined
voting power of the Company's then outstanding securities; or


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ii) The individuals who, as of the Effective Date, constitute the Board
of Sabre Holdings Corporation (the "Incumbent Directors") cease for
any reason other than death to constitute at least a majority of the
Board, provided, however, that any individual becoming a director
subsequent to the Effective Date 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 shares of common stock and the
combined voting power of the then outstanding 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,
fifteen percent (15%) or more of respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation 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


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


Notwithstanding anything in this Agreement to the contrary, in no event
will a Change in Control occur solely by reason of (1) a distribution to
the


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shareholders of AMR Corporation, whether as dividend or otherwise, of all
or any portion of the stock or any other voting securities of the Company
held, directly or indirectly, by AMR Corporation, or (2) a sale of all or
any portion of the stock or any other voting securities of the Company
held, directly or indirectly, by AMR Corporation in an underwritten public
offering.


c) "Company" means either Sabre Holdings or Sabre, except that with respect
to employment or payment the term also includes indirect subsidiaries and
affiliates of Sabre Holdings and Sabre.


d) "Disability" means the Executive's permanent inability to perform the
essential job functions of his or her position with or without reasonable
accommodation.


e) "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor or replacement thereto.


f) "Notice of Termination" means a notice to the Executive or the Company
described in Section 3) below, and delivered in accordance with the
procedures of Section 3) below.


g) "Person" has the meaning ascribed to that term in Section 3(a)(9) of the
Exchange Act and as used in Sections 13(d) and 14(d) thereof, and includes
a "group" as defined in Section 13(d) of the Exchange Act; but excludes
the Company and any direct or indirect subsidiary of the Company and any
employee benefit plan sponsored or maintained by the Company or any direct
or indirect subsidiary of the Company (including any trustee of such plan
acting as trustee).


2) Circumstances Triggering Receipt of Severance Benefits


a) Subject to Section 2)c) below, the Company will provide the Executive with
the benefits set forth in Sections 4) and 6) below upon any termination of
the Executive's employment:


i) by the Company at any time within the first twenty-four (24) months
after a Change in Control;


ii) by the Company at any time within one hundred eighty (180) days prior
to a Change in Control;


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


iv) by the Executive for "Good Reason" (as defined in Section 2)b) below)
at any time within the first twenty-four (24) months after a Change
in Control.


b) For purposes of Section 2)a)iv) above, the Executive will be entitled to
terminate 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 twenty-four (24) months
after such Change in Control:


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(1) the Executive is not appointed to, or is otherwise removed from,
any office or position with the Company or its subsidiaries that
is 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 employment with the Company or its
subsidiaries pursuant to Section 2)a)i) or 2)a)ii) above;


(2) the Executive's Base Salary rate or annual incentive compensation
target is reduced below that in effect immediately prior to the
Change in Control for any reason other than for Cause or in
connection with the termination of employment with the Company
and its subsidiaries pursuant to Section 2)a)i) or 2)a)ii) above;


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


(4) for any reason other than for Cause or in connection with the
termination of his employment with the Company and its
subsidiaries pursuant to Section 2)a)i) or 2)a)ii) above, the
Executive suffers a significant adverse change in the nature or
scope of the authorities, powers, functions, responsibilities or
duties attached to the position with the Company which the
Executive held immediately prior to the Change in Control;


(5) the Executive determines in good faith that a change in
circumstances has occurred following a Change in Control which
has rendered the Executive substantially unable to carry out, has
substantially hindered the Executive's performance of, or has
caused the Executive to suffer a substantial reduction in, any of
the authorities, powers, functions, responsibilities or duties
attached to the position held by the Executive immediately prior
to the Change in Control;


(6) for any reason other than in connection with the termination of
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 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);


(7) a successor where applicable, does not assume and agree to the
terms of this Agreement in accordance with Section 9) below; or


(8) the Company purports to terminate Executive's employment other
than in accordance with a Notice of Termination.


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


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


iv) within sixty (60) days following the expiration of the period
specified in Section 2)b)iii) above (without the occurrence of a cure
and written notice thereof as described in Section 2)b)iii) above),
the Executive voluntarily terminates employment with the Company.


c) Notwithstanding Sections 2)a) and 2)b) above, no benefits will be payable
by reason of this Agreement in the event of:


i) Termination of the Executive's employment with the Company by reason
of the Executive's death or Disability, so long as neither the
Executive nor the Company previously received a Notice of Termination
for the Executive.


ii) Termination by the Executive of the Executive's employment with the
Company at or after age sixty-five (65) if the Executive is then
eligible for retirement; or


iii) Termination of the Executive's employment with the Company for Cause.
This Section 2)c) will not preclude the payment of any amounts
otherwise payable to the Executive under any of the Company's
employee benefit plans, programs and arrangements and/or under any
Employment Agreement. The Executive will not be deemed to have been
terminated for Cause unless (A) reasonable notice is given to the
Executive that the Board of Directors intends to meet to consider
terminating the Executive for Cause, (B) a meeting of the Board of
Directors is held at which the Executive (and his legal counsel if
desired by the Executive) is given an opportunity to present a
defense, and (C) following that meeting, a resolution is approved by
the affirmative vote of at least seventy-five percent (75%) of the
members of the Board of Directors of the Company, which concludes
that Cause exists, specifies the acts or failures to act constituting
Cause, and approves the termination of the Executive for Cause.


3) Notice of Termination Any termination of the Executive's employment with the
Company as contemplated by Section 2) above 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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a) Compensation 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.


b) Health Insurance Benefits The Company will pay to the Executive an amount
equal to the cost, at standard independent insurance premium rates as of
the Termination Date (or, if applicable and higher, the cost to the
Executive of exercising his right of continued coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended), of
purchasing benefits for the Executive on an individual basis that are
equal to the Executive's Company-paid participation (including dependent
coverage) in the travel accident, major medical, dental and vision care
insurance plans, calculated as if such benefits were continued during the
thirty-six (36) month period following the Termination Date, and paid in a
lump sum on the first day of the month ...