[GETTHERE LETTERHEAD]
To certain Stockholders of GetThere Inc.
October 4, 2000
Dear Stockholder:
Reference is made to that certain Offer to Purchase, dated September
11, 2000 ("Offer to Purchase"), by GetThere Acquisition Corp., a wholly
owned subsidiary of Sabre Holdings Corporation ("Sabre Holdings"), in
connection with the Agreement and Plan of Merger, dated as of August 28,
2000 (the "Merger Agreement"), among GetThere Inc. (the "Company"), Sabre
Holdings and Sabre Inc., a wholly owned subsidiary of Sabre Holdings. This
notice letter will provide you with additional information and instructions
regarding the tender of your Restricted Shares (as defined below) and your
Uncertificated Shares. Capitalized terms used and not defined herein have
the meaning ascribed thereto in the Offer to Purchase.
Our records indicate that you are the holder of Shares of the
Company's Common Stock indicated on the attached schedule. As you will see,
certain of your Shares are represented by certificates (the "Certificated
Shares") and other Shares are uncertificated and held by the Company in
book entry form on your behalf (the "Uncertificated Shares"). In addition,
certain of your Uncertificated Shares are currently unvested (the
"Restricted Shares"), as indicated on the schedule. Restricted Shares are
Shares that were issued to you pursuant to your early exercise of options
under the Company's 1996 Stock Option Plan and, prior to vesting, are
subject to certain conditions and restrictions, including the Company's
right to repurchase the Restricted Shares and transfer restrictions that
may otherwise preclude you from tendering these Shares pursuant to the
Offer to Purchase.
The Company hereby waives any restrictions on the transfer of your
Restricted Shares in connection with your tender of such Shares pursuant to
the Offer to Purchase; provided, however, that such waiver shall not
constitute a waiver of any other right the Company may have with respect to
the Restricted Shares, including, but not limited to, the right to
repurchase such Shares. Therefore, you may tender all of your Shares,
including your Restricted Shares, into the tender offer according to the
following procedures:
1. Certificated Shares. This procedure is not being changed, you may
tender such Shares, including Restricted Shares, in accordance
with the instructions set forth in the Offer to Purchase and the
Letter of Transmittal.
2. Uncertificated Shares. The Letter of Transmittal does not
currently have a procedure by which these Shares may be tendered.
These Uncertificated Shares, including Restricted Shares, may be
tendered, however, by following the instructions set forth in the
Offer to Purchase and by typing or writing the word "book" in the
column titled "Certificate Number(s)" located in the "Description
of Shares Tendered" box on the cover of the Letter of
Transmittal. You should also indicate the total number of
Uncertificated Shares held in your name in the box entitled
"Number of Shares Represented by Certificate(s)" and the number
of Uncertificated Shares that you wish to tender in the box
entitled "Number of Shares Tendered". Please note that unless
otherwise indicated in the box "Number of Shares Tendered", it
will be assumed that all Uncertificated Shares are being
tendered.
3. Payment for Shares that are not Restricted Shares. Upon the
tender of any Certificated Shares and Uncertificated Shares that
are not Restricted Shares and the acceptance thereof by GetThere
Acquisition Corp. for payment, you will receive the Offer Price
for each such Share in cash, subject to the terms and conditions
of the Offer to Purchase.
4. Payment for Restricted Shares. Upon the tender of any
Certificated Shares and Uncertificated Shares that are Restricted
Shares and the acceptance thereof by GetThere Acquisition Corp.
for payment, you will not receive the Offer Price in cash.
Instead, all cash payable for Restricted Shares that are tendered
by you and accepted by GetThere Acquisition Corp. for payment
will be deposited into a non-interest bearing account established
by Sabre Holdings. The cash from your Restricted Shares and your
right to receive the Offer Price for such Restricted Shares will
continue to be subject to the same terms, conditions and
restrictions as were applicable to the Restricted Shares prior to
your tender of such Restricted Shares into the tender offer. The
cash with respect to your Restricted Shares will paid to you by
Sabre Holdings periodically, without interest, promptly upon the
lapse of any risk of forfeiture or repurchase rights in
accordance with the vesting schedule to which your Restricted
Shares are subject.
If your employment by the Company terminates before any Restricted
Shares vest, you will receive from Sabre Holdings only the exercise price
you originally paid for those Restricted Shares, rather than the Offer
Price.
This notice letter is being furnished to you in cooperation with Sabre
Holdings and GetThere Acquisition Corp. and is intended to clarify the
procedures for any tender of Restricted Shares and Uncertificated Shares.
This letter does not otherwise modify or amend your rights under, or the
terms and conditions of, the Offer to Purchase.
GetThere Inc.
/s/ Xxxxxx X. Xxxxx
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SCHEDULE OF SHARE OWNERSHIP
1. Name of Stockholder:
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2. Certificated Shares:
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3. Uncertificated Shares (book-entry):
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4. Aggregate Number of Shares:
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5. Number of Restricted Shares:
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