SEPARATION AGREEMENT

Exhibit 10.1

SEPARATION AGREEMENT

SEPARATION AGREEMENT by and among SABRE CORPORATION (“Sabre”) or the “Company”) and Tom Klein (“Executive”), dated as of June 20, 2016 (this “Agreement”).

WHEREAS, Executive and Sabre and certain of its subsidiaries are parties to that certain Employment Agreement, dated as of August 14, 2013 (the “Employment Agreement”), pursuant to which Executive is serving as the President and Chief Executive Officer of the Company; and

WHEREAS, capitalized terms used in this Agreement and not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the parties hereby agree as follows:

1. Termination of Term under Employment Agreement. Executive and the Company agree that Executive’s service as President and Chief Executive Officer of the Company shall terminate effective on the earlier of December 31, 2016 at 5 p.m. (CST) or such date as is determined by the Company in its sole discretion and is communicated to Executive via written or electronic notice (such date before December 31, 2016, the “Transition Date”). Executive hereby resigns (a) effective December 31, 2016 as a member of the Board of Directors (the “Board”) of the Company and (b) effective as of the Transition Date as a member of the Board of Directors of any of its subsidiaries and affiliates (together, the “Company Group”) and from all other officer and other positions with the Company Group.

2. Continued Employment.

(a) For the period commencing on the Transition Date and continuing through December 31, 2016 at 5 p.m. (CST) (the “Separation Date”), Executive will continue in employment with the Company as an employee at will (and subject to Section 2(b) hereof) in the role of special advisor to the Chairman of the Board. Effective as of the Separation Date, Executive shall cease to be an employee of the Company Group and will not be eligible to receive any salary or benefits of employment, except as described in this Agreement.

(b) For the period from the date hereof through the Separation Date notwithstanding the occurrence of the Transition Date (such period the “Remaining Employment Period”), Executive shall continue to participate in all employee benefit plans, programs and arrangements of the Company as in effect from time to time, in accordance with their terms, including (without limitation) continued vesting in outstanding equity incentive awards and participation in Company-sponsored insurance plans, it being understood and agreed that Executive shall be entitled to participate in the 2016 Executive Incentive Plan for the full year of 2016 in accordance with the bonus or incentive opportunity previously granted to him and to receive the amounts earned (if any) payable in 2017 in accordance with such plan notwithstanding the termination of his employment on the Separation Date as contemplated hereby. In addition, during

the Remaining Employment Period, all the terms and conditions of the Employment Agreement (including, without limitation, Executive’s salary and other compensation and benefits) shall continue to apply, subject to the possible change in Executive’s position and the expiration of the term of Executive’s employment described in Sections 1 and 2(a) of this Agreement; provided that (x) in the event of a termination of Executive’s employment without Cause or by reason of his Disability during such period, Executive shall be treated for all purposes of this Agreement (including without limitation Section 5 hereof) as if his employment had continued through the Separation Date and Executive shall be entitled only to the benefits in this Agreement, and not to any benefits provided in the Employment Agreement arising from such termination, (y) in the event of any voluntary termination of Executive’s employment during such period (whether or not Executive alleges Good Reason) shall be treated as a termination without Good Reason under the Employment Agreement and he shall not be entitled to any benefits pursuant to this Agreement but the covenants in Section 5 and 6 hereof shall continue in effect and Executive shall be entitled to the Non-Compete Consideration as provided in Section 5 and (z) a termination of Executive’s employment for any other reason during such period, Executive shall not be entitled to any benefits, or be subject to any obligations, pursuant to this Agreement.

3. Payments and Benefits.

(a) Within thirty (30) days following the Separation Date, the Company shall pay the Accrued Obligations to Executive, subject to applicable tax withholdings.

(b) In consideration for, subject to and conditioned on (x) Executive’s execution of this Agreement and compliance with its terms and conditions, and (y) Executive’s execution on or within twenty-one (21) days following the date hereof and Executive’s non-revocation of the waiver and release of claims set forth in Exhibit A (the “Release”), the Company shall provide the Executive with continued coverage under the Company’s group health plans (based on Executive’s current coverage elections) for Executive and his eligible dependents for the thirty (30) consecutive months following the Separation Date at active employee rates.

(c) During and following termination of Executive’s employment, Executive shall continue to be entitled to net settlement of stock options and restricted stock units consistent with prior practice and in accordance with the terms and conditions of the net settlement services of the equity plan administrator.

4. Return of Company Property. Executive covenants that he will promptly return all Company Group property in his possession to the Company and acknowledges and agrees to cooperate with the Company Group as provided in Section 9 of the Employment Agreement.

5. Restrictive Covenants.

(a) Executive hereby (x) acknowledges and reaffirms all of his restrictive covenants set forth in Section 8 of the Employment Agreement, which covenants shall remain in full force and effect in accordance with their express terms and conditions following the Separation Date, except as otherwise expressly provided in this Section 5, and expressly agrees that such restrictive covenants are reasonable in scope and nature and (y) acknowledges and agrees that during the course of his employment with the Company, Executive has had access to Confidential Information and Trade Secrets.

(b) In consideration for (x) Executive’s covenants contained in Section 8 of the Employment Agreement, as amended by this Section 5(b), and Sections 5 and 6 of this Agreement, and subject to his compliance with such covenants during their period of applicability and (y) Executive’s execution and non-revocation of the Release as contemplated above, the Company will, subject to approval from the Compensation Committee of the Company, grant Executive an award of 210,000 restricted stock units pursuant to the Sabre 2016 Corporation Omnibus Incentive Compensation Plan (the “Non-Compete Consideration”), as more fully described and subject to the additional terms set forth in the Award Agreement attached as Exhibit B hereto, and be subject to applicable tax withholdings. For purposes of Section 8 of the Employment Agreement, the “Restricted Period” shall be amended to be defined as the period commencing on Executive’s employment with the Company and ending on the second anniversary of the Separation Date. Section 8(c) of the Employment Agreement shall be amended and restated in its entirety as follows: “During the Restricted Period, you shall not, directly or indirectly, whether as an employee, director, owner, partner, shareholder (other than the passive ownership of securities in any public enterprise which represent no more than five percent (5%) of the voting power of all securities of such enterprise), consultant, agent, co-venturer, independent contractor or otherwise, or through any other “person” (which, for purposes of this subsection, shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof), perform any services for or on behalf of, any Competitor of the Company. For purposes of this Section 8, a “Competitor” of the Company shall mean (i) any entity or business (x) that competes or (y) that engages in a line of business that competes, in each of (x) and (y), with the business of the Company, and (ii) Travelport and Amadeus and their respective affiliates, successors and assigns, it being understood and agreed that in the event either of such entities and their respective affiliates, successors and assigns no longer engages in a line of business that competes with any business of the Company such entity, and its affiliates, successors and assigns shall no longer be deemed a Competitor of the Company for purposes of this Section 8.” Executive acknowledges and agrees that (i) the Company has a substantial business interest in compliance by him with his obligations under Section 8 of the Employment Agreement, as amended by this Section 5(b), and Sections 5 and 6 of this Agreement, (ii) the restrictions of such sections are reasonable and that he has received good and valuable consideration hereunder in consideration for his agreement to such restrictions and (iii) engaging in the activities restricted by the covenants set forth in Section 8 of the Employment Agreement, as amended by this Section 5(b), and Sections 5 and 6 herein for or on behalf of any unit, division, line of business, parent, subsidiary, affiliate (as defined in Rule 144 under the Securities Act of 1933, as amended), successor or assign of Travelport, Amadeus, AMEX, Etihad Airways, American Airlines, United Airlines, Delta Airlines, Lufthansa Group, Expedia, Priceline, TripAdvisor, Alphabet, Amazon, Facebook, Concur/SAP, Oracle, Farelogix, TravelClick, Carlson Wagonlit, BCD Travel, Hewlett Packard Enterprises, Travelsky, Hogg Robinson Group Travel and Computer Sciences Corporation would result in inevitable disclosure or use of Confidential Information to the detriment of the Company or its affiliates. Without limiting the remedies available to the Company by law or pursuant to the Employment Agreement or this Agreement, Executive acknowledges and agrees that upon any breach by him of his obligations under Section 8 of the Employment Agreement, as amended by this Section 5(b), or Section 5 or 6 of this Agreement, the Non-Compete Consideration shall immediately be forfeited for no consideration.

6. Confidentiality. Without limiting any other provision of this Agreement, at all times following the execution of this Agreement, except in the good faith performance of Executive’s duties to the Company or any other member or members of the Company Group or where required by law, statute, regulation or rule of any governmental body or agency, or pursuant to a subpoena or court order, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other person, firm or entity, use or disclose any Confidential Information or proprietary Trade Secrets of the Company to any third person unless such Confidential Information or Trade Secret has been previously disclosed to the public, is in the public domain, or is known in the industry (other than, in any case, by reason of Executive’s breach of Section 8 of the Employment Agreement or this Section 6). Notwithstanding the foregoing, to the extent Executive is compelled to disclose any Confidential Information or Trade Secret by lawful service of process, subpoena, court order, or otherwise is compelled to do by law, Executive agrees, to the extent legally permitted, to provide the Company with a copy of the document(s) seeking disclosures of such information promptly upon receipt of such document(s) and prior to Executive’s disclosure of any such information, so that the Company may, upon notice to Executive and at its expense, take such action as it deems to be necessary or appropriate in relation to such subpoena or request and Executive may not disclose any such information until the Company has had the opportunity to take such action.

7. Entire Agreement; No Other Promises. Each of the parties hereto acknowledges and represents that this Agreement (including, without limitation, the Exhibits hereto, which are considered a part of this Agreement for all purposes, and the documents referred to in this Agreement as having continued effect or application) contains the entire agreement between the Company and Executive, and except as expressly provided herein, the Agreement supersedes any and all previous agreements between any member of the Company Group and Executive concerning the subject matter hereof. For the avoidance of doubt, (x) during Executive’s continued employment and following termination of Executive’s employment, the restrictive covenants set forth in Section 8 of the Employment Agreement, as amended by Section 5(b) hereof, and the restrictive covenants set forth in Sections 5 and 6 of this Agreement shall remain in force, along with any other terms in the Employment Agreement related to the enforcement of such covenants, (y) following the termination of Executive’s employment, the covenants set forth in Sections 7 (to the extent provided in Section 2(b) of this Agreement) and Sections 9, 10 and 11(b), (c) and (f) of the Employment Agreement shall remain in force, along with any other terms in the Employment Agreement related to the enforcement of such covenants and (z) nothing herein is intended or should be construed to affect any rights in the nature of indemnification, contribution or similar rights to which the Company Group or Executive may be or become entitled, including (without limitation) pursuant and subject to the Company’s by-laws, certificate of incorporation or any written indemnification agreement by and between the Company and Executive, and any applicable directors’ and officers’ liability insurance policies. Each of the parties hereto further acknowledges and represents that the none of the other parties hereto, neither the other party hereto nor any of its agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof, to induce such party to execute this Agreement, and acknowledge that such party has

not executed this Agreement in reliance on any such promise, representation or warranty. Executive and the Company expressly acknowledge and agree that Sections 1 and 2 above accurately represent and describe the circumstances under which Executive’s services to the Company are ending.

8. Equitable Relief. The parties acknowledge that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, and agree that each of them shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach. The parties shall be entitled to apply to any court with jurisdiction in the matter for such relief.

9. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction or any arbitrator, this Agreement shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement, a court or an arbitrator shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reasonable under the circumstances shall be substituted by the court or arbitrator for the stated duration, scope or area.

10. Choice of Law and Forum. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Texas, without regard to its choice of law provisions. Except as contemplated by Section 8 hereof or as otherwise provided in Section 8(f) of the Employment Agreement in respect of the enforcement of the restrictive covenants set forth in Section 8 of the Employment Agreement, any claim, controversy or dispute under or relating in any way to this Agreement (collectively, a “dispute”) shall be resolved by confidential, binding arbitration. The parties will submit the dispute, within 30 business days following service of notice of such dispute by one party on the other, to the Judicial Arbitration and Mediation Services (J*A*M*S/Endispute) for prompt resolution in Dallas, Texas, under its rules for labor and employment disputes. The decision of the arbitrator will be final and binding upon the parties, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction. The arbitrator shall have the authority to make an award of monetary damages and interest thereon, or specific performance or an injunction. The parties hereby waive any claim to punitive or exemplary damages and the arbitrator shall not be empowered to award such damages. The arbitrator will have no authority to order a modification or amendment of this Agreement (except as contemplated by Section 9 hereof). Each party shall bear its or his own costs and fees, but the arbitrator shall have the discretion to award reasonable attorney’s fees and arbitration expenses to the prevailing party in the arbitration, including (without limitation) the fees of the arbitrator.

11. Amendment. This Agreement may not be amended or modified in any way, except pursuant to a written instrument signed by both parties.

12. Waiver. Failure of a party hereto at any time to enforce any provision of this Agreement or to require performance by the other party of any provisions hereof shall in no way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce its rights hereunder; nor shall it be taken to constitute a condonation or waiver by such party of that default or any other or subsequent default or breach.

13. Notices. All notices or other communications hereunder shall not be binding on either party hereto unless in writing, and delivered to the other party thereto at the following address:

Notices shall be deemed duly delivered upon hand delivery thereof at the above addresses, one business day after deposit with a nationally recognized overnight delivery company, or three business days after deposit thereof in the United States mails, postage prepaid, certified or registered mail. Any party may change its address for notice by delivery of written notice thereof in the manner provided.

14. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

15. Section 409A. All amounts payable under this Agreement and the Award Agreement are intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) and the provisions of this Agreement and the Award Agreement shall be interpreted in a manner consistent with that intent. It is intended for purposes of applying Section 409A that the Non-Compete Consideration will be paid and settled on the first to occur of a fixed payment date or the death of Executive. All reimbursements and in-kind benefits provided under this Agreement, including (without limitation) health benefits pursuant to Section 3(b) hereof, shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements and in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) the amount of in-kind benefits and expenses eligible for reimbursement during a calendar year may not affect the in-kind benefits and expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to in-kind benefits and reimbursements are not subject to set off or liquidation or exchange for any other benefit. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment

to Executive. The Executive shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A.

***

HAVING READ AND UNDERSTOOD THIS AGREEMENT, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE.

EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

FORM OF GENERAL RELEASE

THIS GENERAL RELEASE (this “Release”) is entered into by and among Sabre Corporation (the “Company”) and Thomas Klein (referred to below as the “Executive”) as of the     day of June, 2016. The Company and the Executive agree as follows:

1. Employment Status. The Executive’s employment with the Company shall terminate effective as of December 31, 2016, and not later than such date the Executive shall be deemed to have resigned from any and all directorships, officers and other positions that he holds at the Company or any of its subsidiaries or affiliates.

2. Payment and Benefits. Upon the effectiveness of the terms set forth herein, as provided in Section 9 hereof, the Company shall provide the Executive with the payments and benefits as set forth in Sections 3(b) and 5(b) of the Separation Agreement by and between the Company and the Executive dated as of June     , 2016 (“Separation Agreement”).

3. No Liability. This Release does not constitute an admission by the Company, or any of its subsidiaries, affiliates, divisions, trustees, officers, directors, partners, agents, or employees, or by the Executive, of any unlawful acts or of any violation of federal, state or local laws.

4. Release. In consideration of the payments and benefits set forth in Sections 3(b) and 5(b) of the Separation Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “Executive Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and in such capacity each of its subsidiaries, affiliates, divisions, successors, assigns, trustees, officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by through, under or in concert with any them, and any affiliate of the foregoing (collectively, the “Company Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular, but not limited to, claims based upon express or implied contract, promissory estoppel, fraud, misrepresentation, wages or benefits owed, claims for torts, including but not limited to defamation, intentional or negligent infliction of emotional distress, claims for wrongful discharge, discrimination, or retaliation, claims under the Americans with Disabilities Act (“ADA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. 1981, the Civil Rights Acts of 1866 and 1872, the Family and Medical Leave Act of 1993 (“FMLA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Genetic Information Nondiscrimination Act (“GINA”), the Fair Labor Standards Act of 1938 (“FLSA”), the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the National Labor Relations Act (“NLRA”), the Sarbanes Oxley Act (“SOX”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced and Corrupt Organization Act (“RICO”), the Texas Labor Code, and any and all local, state and federal statutes, laws or ordinances which prohibit discrimination or retaliation on the basis of workers’ compensation status, but do not include workers’ compensation claims or claims for unemployment or state disability insurance benefits.

Nothing in this Release is intended to or shall be interpreted to waive, release, or relinquish Executive’s rights with respect to vested benefits, if any, to which he may be entitled under or as referred to in the Separation Agreement. Moreover, nothing herein shall release the Company from its obligations arising under or referred to or described in the Separation Agreement, including, without limitation, pursuant to the Company’s obligations to the Executive pursuant to the Company’s equity compensation

plans and the Executive’s equity agreements thereunder or any right of indemnification or insurance held by the Executive. It is the express intent of Executive to fully and finally resolve and compromise any and all legally waiveable claims against the Company Releasees as of the time Executive executes this Release.

In addition, nothing in this Release is intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission in connection with any claim the Executives believes he may have against the Company Releasees. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding that the Executive may bring before the Equal Employment Opportunity Commission or any state human rights commission or in any proceeding brought by the Equal Employment Opportunity Commission or any state human rights commission on the Executive’s behalf. Executive, by signing below, specifically represents to the Company that he has entered into this Release knowingly and voluntarily.

5. Bar. The Executive acknowledges and agrees that if he should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Company Releasees with respect to any cause, matter or thing which is the subject of the release under Paragraph 4 of this Release, this Release may be raised as a complete bar to any such action, claim or proceeding, and the applicable Company Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

6. Restrictive Covenants. Without limitation to other provisions therein, the Executive acknowledges that the provisions referenced in Section 7 of the Separation Agreement shall continue to apply as provided in such Section 7.

7. Disputes. This Release is governed by the dispute resolution process set forth in Section 10 of the Separation Agreement.

8. Time to Consider Release. Executive has 21 calendar days to review and consider the provisions of this Release. Executive does not have to wait 21 days to accept the Release. If at the end of this 21 day period, Executive has not returned an executed copy of this Release to Rachel Gonzalez, at 3150 Sabre Drive, Southlake TX 76092, Executive understands that Company Releasees are not required to accept the Release and provide him with any of the benefits described in Sections 3(b) and 5(b) of the Separation Agreement that are contingent on the Release.

9. Revocation Period. Executive has a period of 7 days following the execution of this Release to revoke the acceptance. To revoke, Executive must provide written notice to Company Releasees, delivered to the attention of Rachel Gonzalez at 3150 Sabre Drive, Southlake TX 76092. This written notice must be received by 5pm CST on the 7^th day following the execution of the Release (the day of initial execution is not included in this calculation). Alternatively, any revocation may be faxed to Ms. Gonzalez at fax number ###-###-#### (within the time frame stipulated above). If the acceptance is not so revoked, it shall become effective and irrevocable.

10. Right to an Attorney. Company Releasees have advised Executive to consult with an attorney (at his own costs) before signing this Release. Executive understands it is his right to consult counsel before signing, and he acknowledges that he is being given adequate time to do so.

11. Knowingly and Voluntarily. Executive agrees that he fully understands all provisions of this Release. Executive is voluntarily entering into this Release with full knowledge of the terms contained in the Release and the fact that he does not have to sign the Release.

12. Counterparts. This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

IN WITNESS WHEREOF, the parties have executed this Release on the     day of                     , 2016.

EXHIBIT B

SABRE CORPORATION

2016 OMNIBUS INCENTIVE COMPENSATION PLAN

FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT

THIS AGREEMENT, made as of this December 31, 2016, between Sabre Corporation (the “Company”) and Tom Klein (the “Participant”).

WHEREAS, the Company has adopted the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the employees and non-employee directors of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company;

WHEREAS, Section 7 of the Plan provides for the Grant to Participants of Other Stock-Based Awards, including restricted stock units (“RSUs”); and

WHEREAS, Participant and the Company and certain of its subsidiaries are also parties to that certain Employment Agreement, dated as of August 14, 2013 (the “Employment Agreement”); and

WHEREAS, the Participant and the Company are parties to that certain Separation Agreement, dated as of June     , 2016 (the “Separation Agreement”)

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or either of their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (c) withholding in shares of Common Stock to be issued upon settlement of the RSUs, provided, however that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(c) herein and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then the Participant shall be entitled to elect the method of withholding from the alternatives above.

Depending on the withholding method, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock if the Participant fails to comply with the Participant’s obligations in connection with the Tax- Related Items.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to Morgan Stanley Smith Barney or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data

may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that if he resides outside the United States, he may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, Morgan Stanley Smith Barney and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that if he resides outside the United States, he may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his consent, his Employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he may contact his local human resources representative.

(a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company;

(d) the Participant is voluntarily participating in the Plan;

(e) the RSUs and any shares of Common Stock acquired under the Plan, and the income and value of the same, are not intended to replace any pension rights or compensation;

(f) the RSUs and any shares of Common Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g) the future value of the shares of Common Stock underlying the RSU is unknown, indeterminable, and cannot be predicted with certainty;

(h) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs in accordance with the terms hereof, and in consideration of the grant of the RSUs, the Participant agrees not to institute any such claim against the Company, the Employer, or any of the other Subsidiaries or Affiliates of the Company;

(i) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;

(j) unless otherwise agreed with the Company, the RSUs and any shares of Common Stock acquired under the Plan and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate;

*        *        *         *        *