Common use of Vesting of Options Clause in Contracts

Vesting of Options. (a) Subject to Section 2(e) below, the Options vest and become exercisable over a period of four (4) years, with 25% vesting on the first anniversary of the Date of Award and the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting date. (b) To the extent not previously vested in accordance with this Section 2, in the event that a Change of Control becomes effective while the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary, the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change of Control. (c) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s Disability, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director of the Company is terminated for cause as determined by the Committee under the terms of the Plan, the Options will terminate immediately and be of no force or effect. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall have the meaning set forth below:

Vesting of Options. (a) Subject to Except as otherwise provided in this Section 2(e) below2, the Options vest and become exercisable over a period as to 1/4th of four (4) years, with 25% vesting the Shares on the first anniversary calendar day before each of the first, second, third and fourth anniversaries of the Date of Award and the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting dateAward. (b) To the extent not previously vested in accordance with this Section 2, in the event that of a Change of Control becomes effective while (which, for purposes of this Agreement, shall have the Participant continues to serve meaning set forth in Section 2 (or any successor section thereto) of that certain Employment Agreement, dated as a Non-Employee Director of July [_], 2008, between the Company or a Subsidiaryand the Participant, as such agreement may be amended from time to time (the “Employment Agreement”)), the Options will fully vest and become exercisable as immediately prior to all the Shares covered thereby as of the effective date of the such Change of Control. (c) To the extent not previously vested in accordance with this Section 2, in the event that the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason, the Options will (i) vest and become exercisable in accordance with Section 3(c) (or any successor section thereto) of the Employment Agreement and (ii) remain exercisable until they terminate in accordance with Section 4 below. (d) To the extent not previously vested in accordance with this Section 2, in the event that the Employment Agreement is not renewed by the Company in accordance with Section 2 (or any successor section thereto) of the Employment Agreement, and the Participant continues to be employed by the Company beyond the expiration of the Term (as defined in the Employment Agreement), the Options will (i) vest and become exercisable in accordance with Section 3(c) (or any successor section thereto) of the Employment Agreement and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death, the Options will (i) vest and become exercisable as of the date thereof as to all one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (df) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s Disabilitydisability, the Options will (i) vest and become exercisable as of the date thereof as to all one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (eg) To Notwithstanding anything to the extent not previously vested in accordance with Section 2(a) abovecontrary herein, if the Participant’s service as a Non-Employee Director of employment with the Company is terminated for cause as determined by the Committee under the terms of the PlanCompany with Cause, the Options will terminate immediately and be of no force or effect. (fh) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (gi) For purposes of this Section 2, the following term terms “Cause,” “Good Reason” and “disability” shall have the meaning set forth below:respective meanings ascribed to them in the Employment Agreement.

Vesting of Options. (a) Subject to Section 2(e) below, the Options vest and become exercisable over a period as to 1/4th of four (4) yearsthe Shares on each of the first, with 25% vesting on the first anniversary second, third and fourth anniversaries of the Date of Award and the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting dateAward. (b) To the extent not previously vested in accordance with this Section 2, in the event that the Participant’s employment terminates on or prior to the first anniversary of a Change of Control becomes effective while Control, due to termination by the Company without Cause or by the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiaryfor Good Reason, the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change termination of Controlemployment. (c) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death, the Options will (i) vest and become exercisable as of the date thereof as to all one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s Disability, the Options will (i) vest and become exercisable as of the date thereof as to all one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director of employment with the Company is terminated terminates for cause a reason other than as determined by the Committee under the terms of the Planset forth in Section 2(b), 2(c) or 2(d) above, the Options will terminate immediately and be of no force or effect. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall terms have the meaning meanings set forth below:

Vesting of Options. (a) Subject to Section 2(e) belowThis option shall vest, the Options vest and become exercisable over a period of four (4) years, with 25% vesting on the first anniversary of the Date of Award and the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting date. (b) To the extent not previously vested in accordance with the following percentages, only upon Optionee’s completion of the number of years of continuous employment with the Company and its affiliated units as set forth below: Less than 1 year 0 % At least 1 year 34 % At least 2 years 67 % At least 3 years 100 % No option shall be exercisable until it has vested. Options shall be exercisable immediately upon vesting, to the extent of the percentages prescribed above. Notwithstanding the foregoing, this Section 2, option shall vest immediately upon a Change in Control in the event that a Change of Control becomes effective while Company, as defined in Section II.A.3. as subject to the Participant continues to serve following: 1. Except as a Non-Employee Director of the Company or a Subsidiary, the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change of Control. (c) To the extent not previously vested in accordance with this Section 2described below, in the event of termination of Optionee’s employment with the Participant’s deathCompany or its affiliated units for any reason, the Options will (i) vest and become exercisable as non-vested portion of the date thereof as any option granted to all the Shares covered thereby and (ii) remain exercisable until they Optionee shall terminate in accordance with Section 4 belowimmediately. (d) To the extent not previously vested in accordance with this Section 2. Except as described below, in the event of Optionee’s voluntary or involuntary termination of employment with the Participant’s DisabilityCompany or its affiliated units, the Options will vested portion of an option granted to such Optionee, but not yet exercised, shall terminate on the date of termination of employment. 3. In the event of Optionee’s termination of employment with the Company or its affiliated units due to Optionee’s death, Permanent Disability or Retirement, any outstanding option then held by such Optionee shall remain exercisable, but only to the extent such option was exercisable on the date of such Optionee’s termination of employment, until the earlier of (ia) vest one year following the date of termination and (b) the expiration of the term of such option. If on the date of such termination of employment, any such option shall not be fully exercisable, the Administrative Committee of the Board (the “Committee”) shall have the discretion to cause such option to continue to become exercisable as of on the date thereof or dates specified therein as if such termination of employment had not occurred. The Committee may exercise the discretion granted to all it by the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 belowpreceding sentence at the time an option is granted or at any time thereafter while such an option remains outstanding. (e) To the extent not previously vested in accordance with Section 2(a) above4. Notwithstanding any other provisions of this agreement, if the ParticipantOptionee’s employment or service as is terminated by reason of a Non-Employee Director breach of Optionee’s employment agreement with the Company is terminated for cause or any of its affiliated units, as determined by the Committee under Committee, or by reason of Optionee’s commission of a felony or a misdemeanor against the terms Company or any of the Planits affiliated units (whether or not prosecuted), the Options will terminate immediately option granted under this agreement shall be deemed terminated and be of no force or effectnot exercisable by Optionee. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall have the meaning set forth below:

Vesting of Options. (a) Subject to Section 2(e) below, the Options vest and become exercisable [for initial sign-on option grants: over a period of four (4) years, with 25% vesting on the first anniversary of the Date of Award and the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting date] [for annual option grants: quarterly over a period of one (1) year on the first day of each quarter after the quarter that includes the Date of the Award provided that the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary on the applicable vesting date]. (b) To the extent not previously vested in accordance with this Section 2, in the event that a Change of Control becomes effective while the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary, the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change of Control. (c) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s Disability, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director of the Company is terminated for cause as determined by the Committee under the terms of the Plan, the Options will terminate immediately and be of no force or effect. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall have the meaning set forth below:

Vesting of Options. (a) Subject to Except as otherwise provided in this Section 2(e) below2, the Options shall vest and become exercisable over a period as to 1/4th of four (4) yearsthe Shares on each of the first, with 25% vesting on the first anniversary second, third and fourth anniversaries of the Date of the Award and (each, a “Vesting Date”), subject to the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of Participant’s continued employment with the Company or a Subsidiary on the applicable vesting dateVesting Date, except as otherwise provided for herein. (b) To the extent not previously vested in accordance with this Section 2, in the event that the Participant’s employment is terminated without Cause by the Company, for Good Reason by the Participant, or due to the Participant’s death or disability, in each case, on or prior to the first (1st) anniversary of a Change of Control becomes effective while (which, for purposes of this Agreement, shall have the Participant continues to serve meaning set forth in Section 3(b) (or any successor section thereto) of that certain Employment Agreement, dated as a Non-Employee Director of April 25, 2013, by and between the Company or a Subsidiaryand the Participant, as such agreement may be amended from time to time (the “Employment Agreement”)), the Options will fully vest and become exercisable as to all the Shares covered thereby as upon such termination of the effective date of the Change of Controlemployment. (c) To the extent not previously vested in accordance with this Section 2, in the event of a termination of the Participant’s deathemployment without “Cause” by the Company or by the Participant for “Good Reason” (other than on or prior to the first (1st) anniversary of a Change of Control), the Options will (i) vest an additional amount of the then outstanding Options granted by the Company to the Participant pursuant to this Agreement shall become vested and become immediately exercisable as of the date thereof as to all of such US_ACTIVE:\44218152\7\79143.0003 termination in accordance with the Shares covered thereby provisions of the immediately following sentence and (ii) remain exercisable until they terminate in accordance with Section 4 below. For each outstanding Option, such additional amount shall be equal to the number of Options that would have vested on the next Vesting Date immediately following the date of termination, multiplied by a fraction where (1) the numerator is the number of full and fractional months that had elapsed between the Vesting Date immediately prior to such termination and such termination date plus the number of full and fractional months remaining in the calendar quarter that includes such termination date, and (2) the denominator is 12. Notwithstanding the foregoing, in no event shall the number of Options vesting pursuant to this Section 2(c) exceed the number of Options that would have vested on the next Vesting Date immediately following the date of termination. (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s Disabilitydeath (other than on or prior to the first (1st) anniversary of a Change of Control), the Options will (i) vest and become exercisable as of the date thereof as to all one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with this Section 2(a2, in the event of the Participant’s disability (other than on or prior to the first (1st) aboveanniversary of a Change of Control), the Options will (i) vest and become exercisable as of the date thereof as to one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (f) Notwithstanding anything to the contrary herein, if the Participant’s service as a Non-Employee Director of employment with the Company is terminated for cause as determined by the Committee under the terms of the PlanCompany with Cause, the Options will terminate immediately and be of no force or effect. (fg) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (gi) For purposes of this Section 2, the following term terms “Cause,” “Good Reason” and “disability” shall have the meaning set forth below:respective meanings ascribed to them in the Employment Agreement.

Vesting of Options. (a) Subject to Section 2(e) belowThe Options shall vest per the vesting schedule below (each, the Options vest and become exercisable over a period of four (4) years, with 25% vesting on the first anniversary of the Date of Award and the remainder vesting in equal quarterly installments thereafter “Vesting Date”); provided that the Participant continues to serve as a Non-Employee Director of remains continuously employed by the Company or a Subsidiary on through the applicable vesting dateVesting Date except as provided in Sections 4(c) and 4(d) hereof. (b) To the extent not previously vested in accordance with this Section 2, in In the event that the Participant’s Employment terminates for any reason other than the Participant’s (1) Retirement (as defined in Section 4c)), (2) Qualifying Termination following a Change of in Control becomes effective while the Participant continues to serve or (3) death, as a Non-Employee Director of the Company or a Subsidiaryprovided in Sections 4(c), the 4(d) and 4(e) hereof, any unvested Options will vest and become exercisable as to all the Shares covered thereby be immediately forfeited as of the effective date such termination of the Change of ControlEmployment. (c) To the extent not previously vested in accordance with this Section 2, in In the event the Participant’s Employment terminates due to Retirement, the Option shall immediately vest in full and become exercisable for one (1) year as of the date of such termination. “Retirement” for purposes of this Agreement shall mean the Participant’s voluntary or involuntary termination of Employment (and shall not include a termination by the Company (or if different, the employer) of the Participant’s deathEmployment for Cause or if the Company determines, in its sole discretion, that the Options will Participant is not in good standing at the time of such termination) on a date when (i) vest and become exercisable as the Participant has reached the age of the date thereof as to all the Shares covered thereby and 60, (ii) remain exercisable until they terminate in accordance with Section 4 below. the Participant has completed at least five (d5) To years of continuous Employment and (iii) the extent not previously vested in accordance with this Section 2, in the event sum of the Participant’s Disability, the Options will (i) vest age and become exercisable as number of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director completed years of the Company is terminated for cause as determined continuous Employment by the Committee under the terms of the Plan, the Options will terminate immediately and be of no force or effect. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For Participant is not less than 70. “Cause” for purposes of this Section 2, the following term Agreement shall have the meaning set forth below:in the Sabre Corporation Executive Severance Plan, as amended from time to time without regard to whether the Participant participates or is eligible to participate in the Sabre Corporation Executive Severance Plan.

Vesting of Options. (a) Subject to Except as otherwise provided in this Section 2(e) below2, the Options shall vest and become exercisable over a period as to 1/4th of four (4) yearsthe Shares on each of the first, with 25% vesting on the first anniversary second, third and fourth anniversaries of the Date of the Award and (each, a “Vesting Date”), subject to the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of Participant’s continued employment with the Company or a Subsidiary on the applicable vesting dateVesting Date, except as otherwise provided for herein. (b) To the extent not previously vested in accordance with this Section 2, in the event that of a Change of Control becomes effective while (which, for purposes of this Agreement, shall have the Participant continues to serve meaning set forth in Section 3(c) (or any successor section thereto) of that certain Employment Agreement, dated as a Non-Employee Director of February 24, 2010, by and between the Company or a Subsidiaryand the Participant, as such agreement may be amended from time to time (the “Employment Agreement”)), the Options will fully vest and become exercisable as to all the Shares covered thereby as of the effective date of the upon such Change of Control. (c) To the extent not previously vested in accordance with this Section 2, in the event of a termination of the Participant’s employment without “Cause” by the Company or by the Participant for “Good Reason” , (i) an additional amount of the then outstanding Options granted by the Company to the Participant pursuant to this Agreement shall become vested and immediately exercisable as of the date of such termination in accordance with the provisions of the immediately following sentence and (ii) remain exercisable until they terminate in accordance with Section 4 below. For each outstanding Option, such additional amount shall be equal to the number of Options that would have vested on the next Vesting Date immediately following the date of termination, multiplied by a fraction where (1) the numerator is 12 plus the number of full and fractional months that had elapsed between the Vesting Date immediately prior to such termination and such termination date, and (2) the denominator is 12. (d) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s death, the Options will (i) vest and become exercisable as of the date thereof as to all one-half the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (d) To the extent not previously vested in accordance with this Section 2, in the event number of the Participant’s Disability, the Options will (i) vest and become exercisable as of the date thereof as to all the unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with this Section 2(a2, in the event of the Participant’s disability, the Options will (i) abovevest and become exercisable as of the date thereof as to one-half the number of unvested Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (f) Notwithstanding anything to the contrary herein, if the Participant’s service as a Non-Employee Director of employment with the Company is terminated for cause as determined by the Committee under the terms of the PlanCompany with Cause, the Options will terminate immediately and be of no force or effect. (fg) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (gi) For purposes of this Section 2, the following term terms “Cause,” “Good Reason” and “disability” shall have the meaning set forth below:respective meanings ascribed to them in the Employment Agreement.

Vesting of Options. (a) Subject to Section 2(eSub-paragraphs 3(b), (c) belowand (d) and Paragraphs 4, 5 and 6 as set forth in the Options vest and Memorandum, this Option will become exercisable over a period (“vest”) as to one-third (1/3) of four (4) years, with 25% vesting the total number of shares of Common Stock subject to this Option on each of the first anniversary three (3) anniversaries of the Date of Award and Grant (each, a “Vesting Date”), in each case, so long as the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of Grantee remains employed with the Company or a Subsidiary on its subsidiaries through each such Vesting Date. The right of exercise shall be cumulative so that to the applicable vesting date.extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, (b) To Notwithstanding Sub-paragraph 3(a) and subject to Paragraph 4, upon the extent not previously Grantee’s death, the Option shall become immediately and fully vested in accordance with this Section 2, as to the number of shares subject to the Option set forth in the event Memorandum that a Change of Control becomes effective while have not yet vested pursuant to Sub-paragraph 3(a), subject to any terms and conditions set forth in the Participant continues to serve as a Non-Employee Director Plan or imposed by the Leadership Development and Compensation Committee of the Company or a Subsidiary, Board of Directors (the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change of Control“Committee”). (c) To Notwithstanding Sub-paragraph 3(a) and subject to Paragraph 4, if after six (6) months of employment have been completed following the extent Date of Grant set forth in the Memorandum, and prior to the date that all of the shares of Common Stock subject to the Option have vested, the Grantee’s employment with the Company terminates by reason of Retirement, the portion of the Option that is not previously then vested shall continue to vest in accordance with the schedule set forth in Sub-paragraph 3(a) above, subject to (i) the Grantee’s continued compliance with the provisions of this Section 2Agreement on each such date, including without limitation Paragraphs 5 and 6 hereof, (ii) the Grantee’s execution of a separation agreement and release of claims in a form determined by the Company within the consideration period specified in such agreement following the date of such termination (such period ending on the date of such agreement’s execution, the “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement during the revocation period specified in such agreement following the expiration of the Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in the event of the ParticipantGrantee’s deathdeath following the Grantee’s Retirement and prior to the final Vesting Date, the Options will unvested portion of the Award shall immediately and fully vest in accordance with Sub-paragraph 3(b) above, subject to any terms and conditions set forth in the Plan or imposed by the Committee and (B) in the event that any Vesting Date occurs following the date of such termination, but prior to the expiration of the Revocation Period, the portion of the Option that would otherwise vest on such Vesting Date in accordance with Sub- paragraph 3(a) shall instead vest on the date immediately following the expiration of the Revocation Period (or, if the Consideration Period and the Revocation Period could span two (2) calendar years, the applicable portion of the Option shall vest on the first regularly scheduled payroll date during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination of employment upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct manager at the Company, and other than for Cause (as defined below), provided that the Grantee has satisfied at the time of notice any of the following: (i) vest on or after the attainment of fifty-five (55) years of age and become exercisable as ten (10) full continuous years of the date thereof as to all the Shares covered thereby and service, (ii) remain exercisable until they terminate in accordance with Section 4 below. on or after the attainment of sixty (d60) To years of age and five (5) full continuous years of service or (iii) on or after the extent not previously vested in accordance with this Section attainment of sixty-five (65) years of age and two (2) full continuous years of service, in the event of the Participant’s Disabilityeach case, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director of the Company is terminated for cause as determined by the Committee Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable treatment that applies to the Award under the terms this Sub-paragraph 3(c) being deemed unlawful, or (ii) any of the Planrestrictive covenants set forth in the provisions of Paragraphs 5 and/or 6 hereof are held by any court or government authority (or otherwise deemed) to be void, unlawful or unenforceable as written with respect to the Grantee, the Options provisions of 3(c) will terminate immediately not be applicable to the Grantee and be the remaining provisions of no force or effectParagraph 3 will govern. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall have the meaning set forth below:

Vesting of Options. (a) Subject to Section 2(e) belowThe Options shall vest per the vesting schedule below (each, the Options vest and become exercisable over a period of four (4) years, with 25% vesting on the first anniversary of the Date of Award and the remainder vesting in equal quarterly installments thereafter “Vesting Date”); provided that the Participant continues to serve as a Non-Employee Director of remains continuously employed by the Company or a Subsidiary on through the applicable vesting dateVesting Date except as provided in Sections 4(c), 4(d) and 4(e) hereof. In the event the Participant’s Employment terminates for any reason other than the Participant’s (1) Retirement (as defined in Section 4c)), (2) Qualifying Termination following a Change in Control or (3) death, as provided in Sections 4(c), 4(d) and 4(e) hereof, any unvested Options will be immediately forfeited as of such termination of Employment. (b) To the extent not previously vested in accordance with this Section 2, in In the event that a Change of Control becomes effective while the Participant continues Participant’s Employment terminates due to serve as a Non-Employee Director of the Company or a SubsidiaryRetirement, the Options will Option shall immediately vest in full and become exercisable as to all the Shares covered thereby for one (1) year as of the effective date of such termination. “Retirement” for purposes of this Agreement shall mean the Change Participant’s voluntary or involuntary termination of Control. Employment (cand shall not include a termination by the Company (or if different, the employer) To the extent not previously vested in accordance with this Section 2, in the event of the Participant’s deathEmployment for Cause or if the Company determines, in its sole discretion, that the Options will Participant is not in good standing at the time of such termination) on a date when (i) vest and become exercisable as the Participant has reached the age of the date thereof as to all the Shares covered thereby and 60, (ii) remain exercisable until they terminate in accordance with Section 4 below. the Participant has completed at least five (d5) To years of continuous Employment and (iii) the extent not previously vested in accordance with this Section 2, in the event sum of the Participant’s Disability, the Options will (i) vest age and become exercisable as number of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director completed years of the Company is terminated for cause as determined continuous Employment by the Committee under the terms of the Plan, the Options will terminate immediately and be of no force or effect. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For Participant is not less than 70. “Cause” for purposes of this Section 2, the following term Agreement shall have the meaning set forth below:in the Sabre Corporation Executive Severance Plan, as amended from time to time without regard to whether the Participant participates or is eligible to participate in the Sabre Corporation Executive Severance Plan.

Vesting of Options. (a) Subject to Section 2(eSub-paragraphs 3(b), (c) belowand (d) and Paragraphs 4, 5 and 6 as set forth in the Options vest and Memorandum, this Option will become exercisable over a period (“vest”) as to one-third (1/3) of four (4) years, with 25% vesting the total number of shares of Common Stock subject to this Option on each of the first anniversary three (3) anniversaries of the Date of Award and Grant (each, a “Vesting Date”), in each case, so long as the remainder vesting in equal quarterly installments thereafter provided that the Participant continues to serve as a Non-Employee Director of Grantee remains employed with the Company or a Subsidiary on its subsidiaries through each such Vesting Date. The right of exercise shall be cumulative so that to the applicable vesting date.extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares of Common Stock subject thereto for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under this Agreement or the Plan. Exhibit 10.4 (b) To Notwithstanding Sub-paragraph 3(a) and subject to Paragraph 4, upon the extent not previously Grantee’s death, the Option shall become immediately and fully vested in accordance with this Section 2, as to the number of shares subject to the Option set forth in the event Memorandum that a Change of Control becomes effective while have not yet vested pursuant to Sub- paragraph 3(a), subject to any terms and conditions set forth in the Participant continues to serve as a Non-Employee Director Plan or imposed by the Leadership Development and Compensation Committee of the Company or a Subsidiary, Board of Directors (the Options will vest and become exercisable as to all the Shares covered thereby as of the effective date of the Change of Control“Committee”). (c) To Notwithstanding Sub-paragraph 3(a) and subject to Paragraph 4, if after six (6) months of employment have been completed following the extent Date of Grant set forth in the Memorandum, and prior to the date that all of the shares of Common Stock subject to the Option have vested, the Grantee’s employment with the Company terminates by reason of Retirement, the portion of the Option that is not previously then vested shall continue to vest in accordance with the schedule set forth in Sub-paragraph 3(a) above, subject to (i) the Grantee’s continued compliance with the provisions of this Section 2Agreement on each such date, including without limitation Paragraphs 5 and 6 hereof, (ii) the Grantee’s execution of a separation agreement and release of claims in a form determined by the Company within the consideration period specified in such agreement following the date of such termination (such period ending on the date of such agreement’s execution, the “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement during the revocation period specified in such agreement following the expiration of the Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in the event of the ParticipantGrantee’s deathdeath following the Grantee’s Retirement and prior to the final Vesting Date, the Options will unvested portion of the Award shall immediately and fully vest in accordance with Sub- paragraph 3(b) above, subject to any terms and conditions set forth in the Plan or imposed by the Committee and (B) in the event that any Vesting Date occurs following the date of such termination, but prior to the expiration of the Revocation Period, the portion of the Option that would otherwise vest on such Vesting Date in accordance with Sub-paragraph 3(a) shall instead vest on the date immediately following the expiration of the Revocation Period (or, if the Consideration Period and the Revocation Period could span two (2) calendar years, the applicable portion of the Option shall vest on the first regularly scheduled payroll date during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination of employment upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct manager at the Company, and other than for Cause (as defined below), provided that the Grantee has satisfied at the time of notice any of the following: (i) vest on or after the attainment of fifty-five (55) years of age and become exercisable as ten (10) full continuous years of the date thereof as to all the Shares covered thereby and service, (ii) remain exercisable until they terminate in accordance with Section 4 below. on or after the attainment of sixty (d60) To years of age and five (5) full continuous years of service or (iii) on or after the extent not previously vested in accordance with this Section attainment of sixty-five (65) years of age and two (2) full continuous years of service, in the event of the Participant’s Disabilityeach case, the Options will (i) vest and become exercisable as of the date thereof as to all the Shares covered thereby and (ii) remain exercisable until they terminate in accordance with Section 4 below. (e) To the extent not previously vested in accordance with Section 2(a) above, if the Participant’s service as a Non-Employee Director of the Company is terminated for cause as determined by the Committee Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable treatment that applies to the Award under the terms this Sub-paragraph 3(c) being deemed unlawful, or (ii) any of the Planrestrictive covenants set forth in the provisions of Paragraphs 5 and/or 6 hereof are held by any court or government authority (or otherwise deemed) to be void, unlawful or unenforceable as written with respect to the Grantee, the Options provisions of 3(c) will terminate immediately not be applicable to the Grantee and be the remaining provisions of no force or effectParagraph 3 will govern. (f) To the extent vested in accordance with this Section 2, the Options will remain exercisable until they terminate in accordance with Section 4 below. (g) For purposes of this Section 2, the following term shall have the meaning set forth below: