Common use of Vesting of RSUs Clause in Contracts

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its Affiliates. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) prior to the end of the Vesting Period upon the Grantee’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i) Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (a) The number of RSUs covered by this Agreement shall become nonforfeitable and payable eligible to the Grantee pursuant to Section 5 hereof vest (“Vest” or similar termsEligible RSUs”) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period will range from the Date of Grant until the _____ anniversary 0%-200% of the Date number of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided set forth in Section 4(b)1, Section 4(c) or Section 4(d) below, if depending on the Grantee ceases to be continuously employed level of achievement by the Company, Company of the Adviser or its Affiliates prior to GDS Booking Recovery as of the end of the Vesting Period. For purposes Company’s 2024 fiscal year and the Adjusted Free Cash Flow (Adjusted EBITDA less Capex) for the Company’s 2024 fiscal year, as described in and as calculated in accordance with Schedule A, with such amount increased or decreased based on the application of this Agreement, a Total Shareholder Return (“continuously employed” (or substantially similar termsTSR”) means modifier over the absence of any interruption or termination Company’s 2022 through 2024 fiscal years as described in and as calculated in accordance with Schedule A; provided that notwithstanding the application of the Grantee’s employment with TSR modifier, the maximum amount of Eligible RSUs shall not exceed 200% of the number of RSUs set forth in Section 1. The number of Eligible RSUs shall be fixed as of the date that the Committee determines in its sole discretion the level of attainment of the Company’s GDS Booking Recovery, the Adviser or its AffiliatesAdjusted Free Cash Flow and TSR modifier. (b) Notwithstanding Section 4(a) above, the The Eligible RSUs shall Vest vest in full on March 15, 2025 (to the extent “Vesting Date”), provided that the RSUs have not previously become Vested or been forfeitedParticipant remains continuously employed by the Company through the Vesting Date except as provided in Sections 3(d), 3(e) and 3(f) hereof. (c) In the event the Participant’s Employment terminates prior to the end of Vesting Date for any reason other than the Vesting Period upon the GranteeParticipant’s termination of employment by the Company(1) Retirement (as defined in Section 3(d)), the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i2) Notwithstanding Section 4(a) above, in the event of Qualifying Termination following a Change in Control that occurs prior to the end or (3) death, as provided in Sections 3(d) and 3(e) hereof, any unvested RSUs will be immediately forfeited as of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end date of the Vesting Period or 1 forfeiture such termination of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”)Employment. (id) For In the event the Participant’s Employment terminates due to Retirement, the Eligible RSUs that would have vested on the Vesting Date immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. “Retirement” for purposes of this AgreementAgreement shall mean the Participant’s voluntary or involuntary termination of Employment (and shall not include a termination by the Company (or if different, a “Replacement Award” means an award (Athe employer) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of Participant’s Employment for Cause or if the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Controldetermines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth 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 RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its Affiliates. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) prior to the end of the Vesting Period upon the Grantee’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i) Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to vest per the Grantee pursuant to Section 5 hereof vesting schedule below (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________each, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the a “Vesting PeriodDate”). Any RSUs ; provided that do not so Vest will be forfeited, including, the Participant remains continuously employed by the Company through the applicable Vesting Date except as provided in Section 4(bSections 3(b), Section 4(c3(c), 3(d) or Section 4(dand 3(e) below, if the Grantee ceases to be continuously employed by the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment hereof: • ###Insert VESTING SCHEDULE with the Company, the Adviser or its Affiliates.vesting amount and date### (b) Notwithstanding Section 4(a) above, In the RSUs shall Vest (to event the extent the RSUs have not previously become Vested or been forfeited) Participant’s Employment terminates prior to a Vesting Date for any reason other than the end of the Vesting Period upon the GranteeParticipant’s termination of employment by the Company(1) Retirement (as defined in Section 3(c)), the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i2) Notwithstanding Section 4(a) above, in the event of Qualifying Termination following a Change in Control that occurs prior to the end or (3) death, as provided in Sections 3(c), 3(d) and 3(e) hereof, any unvested RSUs will be immediately forfeited as of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end date of the Vesting Period or 1 forfeiture such termination of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”)Employment. (ic) For In the event the Participant’s Employment terminates due to Retirement, the unvested RSUs that would have vested on the first and second Vesting Dates immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. “Retirement” for purposes of this AgreementAgreement shall mean the Participant’s voluntary or involuntary termination of Employment (and shall not include a termination by the Company (or if different, a “Replacement Award” means an award (Athe employer) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of Participant’s Employment for Cause or if the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Controldetermines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth 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 RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to vest per the Grantee pursuant to Section 5 hereof vesting schedule below (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________each, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the a “Vesting PeriodDate”). Any RSUs ; provided that do not so Vest will be forfeited, including, the Participant remains continuously employed by the Company through the applicable Vesting Date except as provided in Section 4(b), Section 4(cSections 3(c) or Section 4(dand 3(d) below, if the Grantee ceases to be continuously employed by the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its Affiliates.hereof: (b) Notwithstanding Section 4(a) above, In the RSUs shall Vest (to event the extent the RSUs have not previously become Vested or been forfeited) Participant’s Employment terminates prior to a Vesting Date for any reason other than the end of the Vesting Period upon the GranteeParticipant’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i1) Notwithstanding Section 4(a) above, in the event of Qualifying Termination following a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D2) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences Qualifying Retirement, or (3) death, as provided in Sections 3(c), 3(d) and 3(e) hereof, any unvested RSUs will be immediately forfeited as of the Replaced Award, and date of such termination of Employment. (Ec) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in In the event the RSUs are assumed in connection with a Change in Control and the Participant’s Employment terminates by reason of a subsequent Qualifying Termination during the one-year period following a Change in Control), all unvested RSUs will immediately vest on the date of such Qualifying Termination. (d) In the event the Participant’s Employment terminates due to Retirement, the Eligible RSU Installments that would have vested on the first and second Vesting Dates immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. A Replacement Award may be granted only to “Retirement” for purposes of this Agreement shall mean the extent it does Participant’s voluntary or involuntary termination of Employment (and shall not result in include a termination by the Replaced Award Company (or Replacement Award failing to comply with or be exempt from Section 409A if different, the employer) of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award Participant’s Employment for Cause or if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany determines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth 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 RSUs. (a) The number of RSUs covered by this Agreement shall become nonforfeitable and payable eligible to the Grantee pursuant to Section 5 hereof vest (“Vest” or similar termsEligible RSUs”) as provided will range from 0%-150% of the number of RSUs set forth in this Section 4(a). The RSUs covered 1, depending on the level of achievement by this Agreement shall Vest _____________________________________the Company of the Adjusted Free Cash Flow (Adjusted EBITDA, in each case, conditioned upon the Grantee’s continuous employment with less PP&E) target for the Company, the Adviser or its Affiliates ’s 2020 through each such date 2022 fiscal years (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the “Vesting Performance Period”). Any , as described in Schedule A. The number of Eligible RSUs shall be fixed as of the date that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be continuously employed by Committee certifies the level of attainment of the Company’s Adjusted Free Cash Flow (Adjusted EBITDA, less PP&E) target for the Adviser or its Affiliates prior to the end of the Vesting Performance Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its Affiliates. (b) Notwithstanding Section 4(a) above, the The Eligible RSUs shall Vest vest in full on March 15, 2023 (to the extent “Vesting Date”); provided that the RSUs have not previously become Vested or been forfeitedParticipant remains continuously employed by the Company through the Vesting Date except as provided in Sections 3(d) and 3(e) hereof. (c) In the event the Participant’s Employment terminates prior to the end of Vesting Date for any reason other than the Vesting Period upon the GranteeParticipant’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i1) Notwithstanding Section 4(a) above, in the event of Qualifying Termination following a Change in Control that occurs prior or (2) death, as provided in Sections 3(d) and 3(e) hereof, any unvested RSUs subject to the end an Eligible RSU Installment will be immediately forfeited as of the Vesting Period, date of such termination of Employment. (d) In the event the RSUs shall become Vested and payable are assumed in accordance connection with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all and the Participant’s Employment terminates by reason of a Qualifying Termination during the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that one-year period following a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, all unvested Eligible RSU Installments will immediately vest on the date of such Qualifying Termination, based on an assumed attainment level of 100%. (De) In the tax consequences of which to such Grantee under event the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable Participant’s Employment terminates due to the Grantee than Participant’s death, all unvested Eligible RSU Installments will immediately vest on the terms and conditions date of the Replaced Award (including the provisions that would apply in the event such termination, based on an assumed attainment level of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion100%.

Vesting of RSUs. (a) The number of RSUs covered by this Agreement shall become nonforfeitable and payable eligible to the Grantee pursuant to Section 5 hereof vest (“Vest” or similar termsEligible RSUs”) as provided will range from 0%-150% of the number of RSUs set forth in this Section 4(a). The RSUs covered 1, depending on the level of achievement by this Agreement shall Vest _____________________________________the Company of the Expense Reduction (Non-Transaction Based Expenses) target and the Adjusted Free Cash Flow (Adjusted EBITDA less Capex) target, in each case, conditioned upon the Grantee’s continuous employment with case for the Company’s 2021 fiscal year, the Adviser or its Affiliates through each such date (the period from the Date as described in and as calculated in accordance with Schedule A. The number of Grant until the _____ anniversary Eligible RSUs shall be fixed as of the Date date that the Committee determines in its sole discretion the level of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be continuously employed by attainment of the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with Expense Reduction and Adjusted Free Cash Flow for the Company, the Adviser or its Affiliates’s 2021 fiscal year. (b) Notwithstanding Section 4(a) above, the The Eligible RSUs shall Vest vest in full on March 15, 2024 (to the extent “Vesting Date”), provided that the RSUs have not previously become Vested or been forfeitedParticipant remains continuously employed by the Company through the Vesting Date except as provided in Sections 3(d), 3(e) and 3(f) hereof. (c) In the event the Participant’s Employment terminates prior to the end of Vesting Date for any reason other than the Vesting Period upon the GranteeParticipant’s termination of employment by the Company(1) Retirement (as defined in Section 3(d)), the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i2) Notwithstanding Section 4(a) above, in the event of Qualifying Termination following a Change in Control that occurs prior or (3) death, as provided in Sections 3(d), 3(e), and 3(f) hereof, any unvested RSUs subject to the end an Eligible RSU Installment will be immediately forfeited as of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end date of the Vesting Period or 1 forfeiture such termination of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”)Employment. (id) For In the event the Participant’s Employment terminates due to Retirement, the Eligible RSU Installments that would have vested on the first and second Vesting Dates immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. “Retirement” for purposes of this AgreementAgreement shall mean the Participant’s voluntary or involuntary termination of Employment (and shall not include a termination by the Company (or if different, a “Replacement Award” means an award (Athe employer) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of Participant’s Employment for Cause or if the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Controldetermines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth 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 RSUs. For performance vesting (a) The number of Eligible RSUs covered will range from [_______________________] of the number of RSUs set forth in Section 1, depending on the level of achievement by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) as provided in this Section 4(aCompany of the [____________] target(s). The number of Eligible RSUs covered by this Agreement shall Vest be fixed as of [__________________________]. (b) The Eligible RSUs shall vest in full as follows: The Eligible RSUs shall vest in four approximately equal installments on ___________, __ in each caseof calendar years ____, conditioned upon ____, ____, and ____ (each, a “Vesting Date”); provided that the GranteeParticipant remains continuously employed by the Company through the applicable Vesting Date except as provided in Section 3(c) hereof. (c) In the event the Participant’s Employment terminates prior to the applicable Vesting Date for any RSUs for any reason other than (1) the Participant’s voluntary or involuntary termination of Employment, not for Cause, at a minimum age of 60 with no less than five (5) years of continuous employment, and with the sum of the Participant’s age and number of years of continuous employment with being no less than 70 (“Retirement”), or (2) in respect of a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of such termination of Employment. (d) In the Companyevent the Participant’s Employment terminates due to Retirement, the Adviser Eligible RSUs that would have vested on the first and second Vesting Dates immediately following such termination will vest on the scheduled Vesting Date provided the performance period is completed and the Company has achieved the performance goals and commensurate vesting as stated in 3(a) of this agreement, as determined by the Board or its Affiliates through each the board of directors or compensation committee of the surviving corporation, as applicable. (e) In the event the Participant has a Qualifying Termination during the one-year period following a Change in Control, all unvested Eligible RSUs will immediately vest on the date of such date Qualifying Termination following a Change in Control. (the period from the Date of Grant until the a) The RSUs shall vest in full as follows: The RSUs shall vest in four approximately equal installments on ___________ anniversary in each of the Date of Grantcalendar years ____, the ____, ____, and ____ (each, a “Vesting PeriodDate”). Any RSUs ; provided that do not so Vest will be forfeited, including, the Participant remains continuously employed by the Company through the applicable Vesting Date except as provided in Section 4(b), Section 4(c3(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company, the Adviser or its Affiliates prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its Affiliateshereof. (b) Notwithstanding Section 4(a) above, In the RSUs shall Vest (to event the extent the RSUs have not previously become Vested or been forfeited) Participant’s Employment terminates prior to the end applicable Vesting Date for any RSUs for any reason other than (1) the Participant’s voluntary or involuntary termination of Employment, not for Cause, at a minimum age of 60 with no less than five (5) years of continuous employment, and with the sum of the Vesting Period upon the GranteeParticipant’s termination age and number of years of continuous employment by the Companybeing no less than 70 (“Retirement”), the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i2) Notwithstanding Section 4(a) above, in the event respect of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, Qualifying Termination following a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, such unvested RSUs will be immediately forfeited as of such termination of Employment. (Dc) In the tax consequences of which event the Participant’s Employment terminates due to such Grantee under Retirement, the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions RSUs that would apply in have vested on the first and second Vesting Dates immediately following such termination will vest on the scheduled Vesting Date. (d) In the event of the Participant has a subsequent Change in Control). A Replacement Award may be granted only to Qualifying Termination during the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of one-year period following a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, all unvested RSUs will immediately vest on the date of such Qualifying Termination following a Change in its sole discretionControl.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest _____________________________________, __________________________,1 in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser Company or its Affiliates an Affiliate through each such date (the period from the Date of Grant until the _____ ___2 anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d4(c) below, if the Grantee ceases to be continuously employed by the Company, the Adviser Company or its Affiliates an Affiliate prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the CompanyCompany or an Affiliate. 1 For grants in 2016: 50% on first anniversary, 25% on second anniversary; 25% on third anniversary; and for grants in 2017 and thereafter: the Adviser or its Affiliatescompensation committee will determine vesting. 2 For grants in 2016: third; and for grants in 2017 and thereafter: the compensation committee will determine vesting. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) upon the Grantee’s termination of employment with the Company or an Affiliate, as applicable, prior to the end of the Vesting Period upon the Grantee’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i) Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser Company or its Affiliatesan Affiliate, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (iii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (For performance vesting a) The number of Eligible RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest will range from [_______________________]. The number of Eligible RSUs shall be fixed as of [______________, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary _____]. b) [______________] Eligible RSUs shall vest on [___________] (each, a “Vesting Date”), subject in each case to the Participant’s continued Employment through the applicable Vesting Date. c) In the event the Participant’s employment terminates prior to the applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of such termination of employment. d) Notwithstanding the foregoing, in the event the Participant has a Qualifying Termination following a Change in Control, the RSUs that would have vested on the first Vesting Date immediately following such Qualifying Termination will vest on date of such Qualifying Termination provided the performance period is completed and the Company has achieved the performance goals and commensurate vesting as stated in 3(a) of this agreement, as determined by the Board or the board of directors or compensation committee of the Date of Grantsurviving corporation, the as applicable. a) The RSUs shall vest in full as follows: [______________] (each, a “Vesting PeriodDate”). Any RSUs ; provided that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be Participant remains continuously employed by the Company, Company through the Adviser or its Affiliates applicable Vesting Date. b) In the event the Participant’s employment terminates prior to the end applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of the Vesting Period. For purposes a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or such termination of the Grantee’s employment with the Company, the Adviser or its Affiliatesemployment. (bc) Notwithstanding Section 4(a) above, the RSUs shall Vest (to the extent the RSUs have not previously become Vested or been forfeited) prior to the end of the Vesting Period upon the Grantee’s termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or Retirement. (i) Notwithstanding Section 4(a) aboveforegoing, in the event of the Participant has a Qualifying Termination following a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in have vested on the event first Vesting Date immediately following such Qualifying Termination will vest on the date of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionsuch Qualifying Termination.

Vesting of RSUs. For performance vesting (a) The number of Eligible RSUs will range from [_______________________]. The number of Eligible RSUs shall be fixed as of [__________________________]. (b) The Eligible RSUs shall vest in full as follows: The Eligible RSUs shall vest in four approximately equal installments on March 15 in each of calendar years [____, ____, ____, and ____ ] (each, a “Vesting Date”); provided that the Participant remains continuously employed by the Company through the applicable Vesting Date. (c) In the event the Participant’s Employment terminates prior to the applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of such termination of Employment. (d) Notwithstanding the foregoing, in the event the Participant has a Qualifying Termination following a Change in Control the RSUs that would have vested on the first Vesting Date immediately following such Qualifying Termination will vest on the date of such Qualifying Termination. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest” or similar terms) vest in full as provided in this Section 4(a). The RSUs covered by this Agreement shall Vest follows: [______________________________________] (each, in each case, conditioned upon the Grantee’s continuous employment with the Company, the Adviser or its Affiliates through each such date (the period from the Date of Grant until the _____ anniversary of the Date of Grant, the a “Vesting PeriodDate”). Any RSUs ; provided that do not so Vest will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(d) below, if the Grantee ceases to be Participant remains continuously employed by the Company, Company through the Adviser or its Affiliates prior to the end of the applicable Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company, the Adviser or its AffiliatesDate. (b) Notwithstanding Section 4(a) above, In the RSUs shall Vest (to event the extent the RSUs have not previously become Vested or been forfeited) Participant’s Employment terminates prior to the end applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of the Vesting Period upon the Grantee’s a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of such termination of employment by the Company, the Adviser or its Affiliates, as applicable, due to the Grantee’s death, Disability or RetirementEmployment. (ic) Notwithstanding Section 4(a) abovethe foregoing, in the event of the Participant has a Qualifying Termination following a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become Vested and payable in accordance with this Section 4(c). If at any time before the end of the Vesting Period or 1 forfeiture of the RSUs, and while the Grantee is continuously employed by the Company, the Adviser or its Affiliates, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (i) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in have vested on the event first Vesting Date immediately following such Qualifying Termination will vest on the date of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionsuch Qualifying Termination.