TRAVELOCITY COM INC
EXHIBIT 10.28
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>a2043789zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.28

                           TRAVELOCITY HOLDINGS, INC.
                   EXECUTIVE TERMINATION BENEFITS AGREEMENT

      This Executive Termination Benefits Agreement  ("Agreement") dated as of
August 2,  2000 ("Effective  Date"),  is among Travelocity  Holdings,  Inc., a
Delaware corporation (the "Company") and Ramesh K. Punwani (the "Executive").

      WHEREAS, the Board of Directors recognizes that the possibility of a
Change in Control and/or Change in Equity Structure affecting the Company, and
the uncertainty which it may raise among management personnel, may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders;

      WHEREAS, the Board of Directors considers it essential to the best
interests of the Company and its stockholders that its key executives be
incentivized to remain with the Company, and to continue to devote their full
attention and dedication to the Company's business and their assigned duties, in
the event of an actual or likely Change in Control and/or Change in Equity
Structure;

      WHEREAS, the Board of Directors believes the Executive is a key executive
of the Company and, in the event of an actual or likely Change in Control and/or
Change in Equity Structure, the Board of Directors wants the Executive to
continue performing his or her duties, to assess the impact of the potential
Change in Control and/or Change in Equity Structure, to advise the Company
whether the potential Change in Control and/or Change in Equity Structure is in
the best interests of the Company and its shareholders, to assist in
implementing the Change in Control and/or Change in Equity Structure, and to
take such other actions as the Board might determine to be appropriate under the
circumstances, all without the Executive being distracted by personal concerns
about the impact of the potential Change in Control and/or Change in Equity
Structure on the Executive;

      NOW, THEREFORE, in consideration of the mutual covenants below and other
good and valuable consideration, and in order to incentivize the Executive to
remain in the employ of the Company in the event of an actual or likely Change
in Control and/or Change in Equity Structure, the Company and the Executive
agree as follows:

      1. Defined Terms. For purposes of this Agreement, the following terms have
the meanings ascribed to them below:

            (a) "Board" or "Board of Directors" means the Board of Directors of
      the Company.

            (b) "Cause" shall mean the Executive's (i) indictment for a felony
      or a crime involving moral turpitude, (ii) theft or embezzlement of
      property from the Company or other act of dishonesty related to
      Executive's employment, (iii) violation of a key Company policy
      (including, but not limited to, acts of harassment or discrimination, or
      use of unlawful drugs or drunkenness on Company property during normal
      working hours), (iv) competition with the Company, diversion of corporate
      opportunity or other similarly serious conflict of interest or
      self-dealing inuring, to Executive's direct or

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      indirect benefit and the Company's detriment, or (v) willful or grossly
      negligent misconduct or failure substantially to perform the duties of his
      position, but only if such has continued after receipt of such notices and
      cure periods as are provided for by the Company's disciplinary process as
      in effect on the Change in Control and/or Change in Equity Structure date.

            (c) "Change in Control" means an occurrence after the Effective Date
      of any one or more of the following:

                  (i) An Acquiring Person (as hereinafter defined), without the
            prior approval of the Travelocity Board of Directors, shall become
            the "Beneficial Owner" (as defined in Rule l3d-3 under the Exchange
            Act, as amended from time to time), directly or indirectly, of
            voting securities of Travelocity entitled to vote for the election
            of directors at any annual or special meeting of stockholders of
            Travelocity (such entitlement, "Voting Power" and such securities,
            "Voting Securities") representing both (a) twenty-five percent (25%)
            or more of the Voting Power of Travelocity's then outstanding Voting
            Securities and (b) a percentage of the Voting Power of Travelocity's
            then outstanding Voting Securities which is equal to or greater than
            the percentage of the Voting Power as is represented by Voting
            Securities Beneficially Owned, directly or indirectly, by Sabre. An
            "Acquiring Person" shall mean any person other than (a) an employee
            benefit plan (or a trust forming a part thereof) maintained by (1)
            the Company, Travelocity.com LP (the "Partnership") or Travelocity
            or (2) any corporation or other Person of which a majority of its
            voting power or its voting equity securities or equity interest is
            Beneficially Owned, directly or indirectly, by Travelocity or the
            Partnership (a "Related Entity"), or the Company, (b) Travelocity,
            the Partnership or any Related Entity, (c) a Person who has acquired
            the Voting Securities in connection with a "Non-Control Transaction"
            (as hereinafter defined), but only to the extent such Voting
            Securities are acquired in connection with one or more Non-Control
            Transactions, or (d) Sabre, and any corporation or other Person of
            which a majority of its voting power or its voting equity securities
            or equity interest is Beneficially Owned, directly or indirectly, by
            Sabre;

                  (ii) The individuals, as of the effective date (the "Merger
            Effective Time") of the merger of Preview Travel, Inc. with and into
            Travelocity pursuant to the March 7, 2000 Merger by and among Sabre,
            the Company, Travelocity, and Preview Travel, Inc., who constitute
            the board of directors of Travelocity (the "Incumbent Board"), cease
            for any reason to constitute at least a majority of the board of
            directors of Travelocity; provided, however, that any individual
            becoming a director subsequent to the Merger Effective Time whose
            election, or nomination for election by Travelocity's stockholders,
            was approved by a vote of at least a majority of the directors then
            comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding for
            this purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election contest with
            respect to the election or removal of directors or other actual or
            threatened solicitation of


                                      -2-
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            proxies or consents by or on behalf of a Person other than the board
            of directors of Travelocity;

                  (iii) The Consummation of:

                        (a) A merger, consolidation or similar reorganization of
                  Travelocity or in which securities of Travelocity are issued
                  (a "Merger"), unless the Merger is a "Non-Control
                  Transaction." A "Non-Control Transaction" shall occur when, in
                  the context of a Merger,

                              (1) the stockholders of Travelocity immediately
                        before such Merger Beneficially Own, directly or
                        indirectly, immediately following the Merger at least
                        fifty percent (50%) of the combined voting power of the
                        outstanding voting securities of (x) the corporation
                        resulting from such Merger (the "Surviving
                        Corporation"), if fifty percent (50%) or more of the
                        combined voting power of the then outstanding voting
                        securities of the Surviving Corporation is not
                        Beneficially Owned, directly or indirectly by another
                        corporation (a "Parent Corporation"), or (y) the Parent
                        Corporation, if fifty percent (50%) or more of the
                        combined voting power of the Surviving Corporation' s
                        then outstanding voting securities is Beneficially
                        Owned, directly or indirectly, by a Parent Corporation;
                        and

                              (2) the individuals who were members of the board
                        of directors of Travelocity, immediately prior to the
                        execution of the agreement providing for the Merger,
                        constitute at least a majority of the members of the
                        board of directors of, (x) the Surviving Corporation, if
                        fifty percent (50%) or more of the combined voting power
                        of the then outstanding voting securities of the
                        Surviving Corporation is not Beneficially Owned,
                        directly or indirectly by a Parent Corporation, or (y)
                        the Parent Corporation, if fifty percent (50%) or more
                        of the combined voting power of the Surviving
                        Corporation's then outstanding voting securities is
                        Beneficially Owned, directly or indirectly, by a Parent
                        Corporation;

                        (iv) The sale or other disposition of all or
                  substantially all of the assets of Travelocity to any Person
                  (other than a transfer to a Related Entity or under conditions
                  that would constitute a Non-Control Transaction with the
                  disposition of assets being regarded as a Merger for this
                  purpose);

                        (v) A complete liquidation or dissolution of
                  Travelocity; or

                        (vi) Any other event to which, in the opinion of the
                  Board, the provisions of clauses (i) through (v) are not
                  strictly applicable but, in the opinion of the Board, is
                  within the intent and effect of such clauses.

                  Notwithstanding anything else contained herein to the
            contrary, in no event shall a Change in Control be deemed to occur
            solely by reason of (1) a distribution to Sabre's stockholders,
            whether as dividend or otherwise, of all or


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            any portion of the Voting Securities held, directly or indirectly,
            by Sabre (including, without limitation, a distribution to Sabre's
            stockholders of securities of the Company), or (2) a sale of all or
            any portion of the Voting Securities held, directly or indirectly,
            by Sabre in an underwritten public offering (including, without
            limitation, a sale of securities of the Company in an underwritten
            public offering), or (3) any Person (the "Subject Person") acquiring
            Beneficial Ownership of more than the permitted amount of the then
            outstanding Voting Securities as a result of the acquisition of
            Voting Securities by Travelocity which, by reducing the number of
            Voting Securities then outstanding, increases the proportional
            number of shares Beneficially Owned by the Subject Person, provided
            that if a Change in Control would occur (but for the operation of
            this sentence) as a result of the acquisition of Voting Securities
            by Travelocity, and after such share acquisition by Travelocity, the
            Subject Person becomes the Beneficial Owner of any additional Voting
            Securities which increases the percentage of the then outstanding
            Voting Securities Beneficially Owned by the Subject Person, then a
            Change in Control shall occur.

            (d) "Change in Equity Structure" means any transaction or series of
      transactions by which Sabre or the Company (a) acquires all of the
      outstanding common stock of Travelocity (except in connection with a
      transaction also resulting in a Change in Control), or (b) converts into
      or exchanges the common stock of Travelocity for any security of Sabre,
      including but not limited to a "tracking stock."

            (e) "Company" means Travelocity Holdings, Inc., except that with
      respect to employment or payment the term also includes direct and
      indirect subsidiaries and affiliates of Travelocity Holdings. Inc.

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

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

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

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

            (j) "Sabre" means Sabre Holdings Corporation, a Delaware
      corporation.


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            (k) "Target Bonus" means the target award established by the
      Compensation Committee of the Board under the Company's Variable Incentive
      Plan, assuming 100 percent of the target level Corporate Performance
      Measures are achieved thereunder.

            (1) "Travelocity" means Travelocity.com, Inc., a Delaware
      corporation, and a subsidiary of the Company.

      2. Circumstances Triggering Receipt of Severance Benefits

            (a) Subject to Section 2(c) below, and conditioned on the
      Executive's compliance with the Non-Disclosure, Non-Solicitation,
      Non-Disparagement, and Non-Compete covenants contained in the Travelocity
      Intellectual Property/Confidentiality Agreement dated February 18, 2000,
      the employment letter agreement effective as of March 7, 2000 by and
      between the Company and Executive ("Employment Agreement"), and the
      provisions of Section 7 hereof, and Executive's execution of a Waiver and
      Release Agreement satisfactory to the Company, the Company will provide
      the Executive with the benefits set forth in Sections 4 and 6 below upon
      any termination of the Executive's employment:

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

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

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

            (b) For purposes of Section 2(a)(iii) above, the Executive will be
      entitled to terminate employment with the Company and its subsidiaries for
      "Good Reason" after a Change in Control or Change in Equity Structure if

                  (i) without the Executive's written consent, one or more of
            the following events occurs at any time during the first twenty-four
            (24) months after such Change in Control or Change in Equity
            Structure:

                        (1) the Executive is not appointed to, or is otherwise
                  removed from, any office or position with the Company or its
                  subsidiaries that is held by the Executive immediately prior
                  to the Change in Control or Change in Equity Structure for any
                  reason other than for Cause;

                        (2) the Executive's Base Salary rate or potential Target
                  Bonus is reduced below that in effect immediately prior to the
                  Change in Control or Change in Equity Structure for any reason
                  other than for Cause;

                        (3) the Executive's principal office is moved, without
                  the Executive's consent, to a location that is more than
                  twenty-five (25) statute miles from its location immediately
                  prior to the Change in Control or Change in Equity


                                      -5-
<PAGE>

                  Structure, unless in conjunction with a relocation of the
                  Company's headquarters to San Francisco or its surrounding
                  metropolitan area;

                        (4) the Executive suffers a significant adverse change
                  in the nature or scope of the authorities, powers, functions,
                  responsibilities, reporting relationships, or duties attached
                  to the position with the Company which the Executive held
                  immediately prior to the Change in Control or Change in Equity
                  Structure;

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

                        (6) for any reason other than in connection with a bona
                  fide restructuring of the Executive's benefits that does not
                  reduce the overall level of such benefits, the Company asserts
                  the intention to reduce or reduces any benefit provided to the
                  Executive below the level of such benefit provided immediately
                  prior to the Change in Control or Change in Equity Structure,
                  other than pursuant to the terms of any employment agreement
                  between the Company or a subsidiary of the Company and the
                  Executive ("Employment" Agreement") (unless the Company agrees
                  to fully compensate Executive for any such reduction);

                        (7) a successor where applicable, does not assume and
                  agree to the terms of this Agreement in accordance with
                  Section (8) below; or

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

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

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

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

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


                                      -6-
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                  (i) Termination of the Executive's employment with the Company
            by reason of the Executive's death or Disability, so long as neither
            the Executive nor the Company previously received a Notice of
            Termination for the Executive.

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

                  (iii) Termination of the Executive's employment with the
            Company for Cause.

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

      3. Notice of Termination. Any termination of the Executive's employment
with the Company as contemplated by Section 2 above will be communicated by
written notice to the Executive or the Company delivered in person or by
certified mail. Any "Notice of Termination" will: (i) state the effective date
of termination, which will not be less than thirty (30) days or more than sixty
(60) days after the date the Notice of Termination is delivered (the
"Termination Date"), except that the Termination Date may be immediate if Cause
exists; (ii) state the specific provision in this Agreement being relied upon
for termination; (iii) state the facts and circumstances claimed to provide a
basis for such termination in reasonable detail, and (iv) in the case of
termination for Cause, be signed by the Chairman of the Board of the Company.

      4. Termination Benefits. Subject to the conditions set forth in Section 2
above, the Company will pay or provide to the Executive (net of any applicable
payroll or other taxes required to be withheld) the following:

            (a) Compensation. In the event that a Change in Control has
      occurred, the Company will pay the Executive the greater of:

                  (i) the sum of the Executive's annual base salary and Target
            Bonus as in effect at the Termination Date, or

                  (ii) the sum of the Executive's annual base salary and Target
            Bonus as in effect on the Change in Control date.


                                      -7-
<PAGE>

      In the event that a Change in Equity Structure has occurred, the Company
will pay the Executive the greater of:

      (i)   the sum of one-half (1/2) times the Executive's annual base salary
            and one-half (1/2) his annual Target Bonus as in effect at the
            Termination Date, or

      (ii)  the sum of one-half (1/2) times the Executive's annual base salary
            and one-half (1/2) his annual Target Bonus as in effect at the
            Change in Equity Structure date.

      The payment shall be made in a single lump sum cash payment on the first
day of the month following the Termination Date.

            (b) Health and Other Insurance Benefit. Subject to the last sentence
      of this paragraph (b), the Company will continue to provide to Executive,
      on the same terms and conditions (including cost) provided to its active
      employees generally, coverage under its major medical, dental, vision
      care, and group term life insurance benefits plans, during the twelve (12)
      month period, in the case of a Change in Control, or six (6) month period,
      in the case of a Change in Equity Structure, following the Termination
      Date. The Company shall adopt such amendments to its employee benefit
      plans and insurance policies as are necessary to effectuate the provisions
      of this Agreement. However, notwithstanding the above, the benefits and
      coverage provided for in this paragraph 4(b) shall terminate in the event
      the Executive or his spouse becomes eligible for comparable employer
      provided coverage from any other employer (whether or not the Executive
      and his spouse accepts or elects any such alternate coverage),

            (c) Stock Based Compensation Plans.

                  (i) Any issued and outstanding Stock Options and Stock
            Appreciation Rights granted in connection with such Stock Options
            issued under the Company's 1999 Long-Term Incentive Plan, 2000 Stock
            Option Plan, or any successor plans (collectively the "LTIPs") will
            become 100 percent vested and immediately exercisable. Executive
            shall have at least ninety (90) days to exercise such Options or
            SARs (or such longer period of time as specified in the LTIPs),
            unless the Option term would otherwise expire earlier.

                  (ii) The Executive's rights under any other stock-based
            compensation granted under the LTIPs, including but not limited to
            restricted stock, performance shares, stock appreciation rights, and
            stock equivalent units, will also immediately vest (to the extent
            they have not already vested) in accordance with the Company's
            LTIPs.

                  (iii) In the event of a Change in Control, any unvested Sabre
            stock options or performance shares shall convert into Travelocity
            stock options or deferred stock in an equivalent value, such options
            and stock shall become immediately 100 percent vested and
            exercisable, and Executive shall have 90 days to exercise such
            options, unless the option term would otherwise expire earlier.

            (d) Accrued Amounts. The Company will pay to the Executive all other
      amounts accrued or earned by the Executive through the Termination. Date
      and amounts otherwise owing under the then existing plans and policies of
      the Company including but not


                                      -8-
<PAGE>

      limited to all amounts of compensation previously deferred by the
      Executive (together with any accrued interest thereon) and not yet paid by
      the Company, and any accrued vacation pay not yet paid by the Company.

      5. Payment of Certain Legal Fees and Costs.

            (a) If a dispute arises regarding a termination of the Executive or
      the interpretation or enforcement of this Agreement, after a Change in
      Control or Change in Equity Structure, the parties will submit the
      dispute, within thirty (30) business days following service of notice of
      such dispute by one party on the other, to J*A*M*S/Endispute for prompt
      resolution in Dallas, Texas, under its rules for labor and employment
      disputes. The Arbitrator will have no authority to order a modification or
      amendment of this Agreement. The decision of the Arbitrator will be final
      and binding upon the parties. All reasonable fees and expenses, including,
      without limitation, any arbitration or legal expenses, incurred by the
      Executive in contesting or disputing any such termination (in whole or in
      part) or in obtaining or enforcing any right or benefit provided for in
      this Agreement (in whole or in part) or in otherwise pursuing his or her
      claim (in whole or in part) will be paid by the Company, to the extent
      permitted by law, regardless of whether the Executive is successful.

            (b) In the event that the Company refuses or otherwise fails to make
      a payment when due and it is ultimately decided that the Executive is
      entitled to such payment, such payment will be increased to reflect an
      interest factor compounded annually, equal to the prime rate in effect as
      of the date the payment was first due plus two points. For this purpose,
      the prime rate will be based on the rate identified by Chase Manhattan
      Bank at its prime rate.

      6. Limitation on Payments. In the event that the payments and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "parachute payments" within the meaning of Section 28OG of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
Section 6, would be subject to the excise tax imposed by Section 4999 of the
Code (or any corresponding provisions of state income tax law), then the
Executive's benefits hereunder shall be either

            (a) delivered in full, or

            (b) delivered as to such lesser extent which would result in no
      portion of such benefits being subject to excise tax under Section 4999 of
      the Code, whichever of the foregoing amounts, taking into account the
      applicable federal, state and local income taxes and the excise tax
      imposed by Section 4999, results in the receipt by the Executive on an
      after-tax basis, of the greater amount of benefits, notwithstanding that
      all or some portion of such benefits may be taxable under Section 4999 of
      the Code. Unless the Company and the Executive otherwise agree in writing,
      any determination required under this Section 6 shall be made in writing
      by the Company's independent public accountants (the "Accountants"), whose
      determination shall be conclusive and binding upon the Executive and the
      Company for all purposes. For purposes of making the calculations required
      by this Section 6, the Accountants may make reasonable assumptions and
      approximations concerning applicable taxes and may rely on reasonable,
      good faith interpretations concerning the application of Sections 28OG and
      4999


                                      -9-
<PAGE>

      of the Code. The Company and the Executive shall furnish to the
      Accountants such information and documents as the Accountants may
      reasonably request in order to make a determination under this Section.
      The Company shall bear all costs the Accountants may reasonably incur in
      connection with any calculations contemplated by this Section 6. In the
      event that subsection (a) above applies, then Executive shall be
      responsible for any excise taxes imposed with respect to such benefits. In
      the event that subsection (b) above applies, then each benefit provided
      hereunder shall be proportionately reduced to the extent necessary to
      avoid imposition of such excise taxes.

      7. Non-Compete.

            (a) Covenant Not to Compete.

                  (i) Compliance with the provisions of this Section 7 are an
            express condition of the Executive's rights to payments, vesting,
            and benefits hereunder. Executive acknowledges and recognizes the
            confidential information and records provided by the Company and its
            parents, subsidiaries, affiliates, successors, and assigns
            (collectively, the "Employer"), the benefits provided hereunder and
            under the Employment Agreement, and the professional training and
            experience he will receive from and the contacts he will be provided
            by Employer, as well as the highly competitive nature of Employer's
            business, and in consideration of all of the above, agrees that
            during the period beginning on the effective date of Executive's
            termination of employment with Employer (the "Date of Termination")
            and ending twelve (12) months thereafter (the "Covered Time"),
            Executive will not compete with the business of Employer. For
            purposes hereof, "competition" shall mean any engaging, directly or
            indirectly, in the "Covered Business" (as hereinafter defined) in
            any state of the United States of America or any nation in which the
            Employer is conducting business as of the Date of Termination (the
            "Covered Area"). For purposes of this Agreement, "Covered Business"
            shall mean providing any services for any Travelocity Direct
            Competitor. For purposes hereof, Travelocity Direct Competitor shall
            mean any entity that offers travel services via the Internet
            directly to individual customers and that obtains, or is reasonably
            expected to obtain, at least $100 million in annual gross revenues
            from such services, including, without limitation, Expedia, Inc.
            Priceline.com, and the Orbitz joint website announced by United Air
            Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
            For purposes of this Section 7, the phrase "engaging, directly or
            indirectly" shall mean engaging directly or having an interest,
            directly or indirectly, as owner, partner, shareholder, agent,
            representative, employee, officer, director, independent contractor,
            capital investor, lender, renderer of consultation services or
            advice or otherwise (other than as the holder of less than 2% of the
            outstanding stock of a publicly-traded corporation), either alone or
            in association with others, in the operation of any aspect of any
            type of business or enterprise engaged in any aspect of the Covered
            Business.

                  (ii) Executive agrees that during the term of this Agreement
            (including any extensions thereof) and for the twenty-four (24)
            months thereafter, he shall not (i) directly or indirectly solicit
            or attempt to solicit any of the employees,


                                      -10-
<PAGE>

            agents, consultants, or representatives of Employer or affiliates of
            Employer to leave any of such entities; or (ii) directly or
            indirectly solicit or attempt to solicit any of the employees,
            agents, consultants or representatives of Employer or affiliates of
            Employer to become employees, agents, representatives or consultants
            of any other person or entity.

                  (iii) Executive understands that the provisions of Sections
            7(a)(i) and (ii) may limit his ability to earn a livelihood in a
            business similar to the business of Employer but nevertheless agrees
            and hereby acknowledges that the restrictions and limitations
            thereof are reasonable in scope, area, and duration, are reasonably
            necessary to protect the goodwill and business interests of
            Employer, and that the consideration provided under this Agreement
            is sufficient to justify the restrictions contained in such
            provisions. Accordingly, in consideration thereof and in light of
            Executive's education, skills and abilities, Executive agrees that
            he will not assert that, and it should not be considered that, such
            provisions are either unreasonable in scope, area, or duration, or
            will prevent him from earning a living, or otherwise are void,
            voidable, or unenforceable or should be voided or held
            unenforceable.

            (b) Enforcement.

                  (i) The parties hereto agree and acknowledge that the
            covenants and agreements contained herein are reasonable in scope,
            area, and duration and necessary to protect the reasonable
            competitive business interests of Employer, including, without
            limitation, the value of the proprietary information and goodwill of
            Employer.

                  (ii) Executive agrees that the covenants and undertakings
            contained in Section 7 of this Agreement relate to matters which are
            of a special, unique and extraordinary character and that Employer
            cannot be reasonably or adequately compensated in damages in an
            action at law in the event Executive breaches any of these covenants
            or undertakings. Therefore, Executive agrees that Employer shall be
            entitled, as a matter of course, without the need to prove
            irreparable injury, to an injunction, restraining order or other
            equitable relief from any court of competent jurisdiction,
            restraining any violation or threatened violation of any of such
            terms by Executive and such other persons as the court shall order.
            Executive agrees to pay costs and legal fees incurred by Employer in
            obtaining such injunction.

                  (iii) Rights and remedies provided for in this Section 7(b)
            are cumulative and shall be in addition to rights and remedies
            otherwise available to the parties under any other agreement or
            applicable law.

                  (iv) In the event that any provision of this Agreement shall
            to any extent be held invalid, unreasonable or unenforceable in any
            circumstances, the parties hereto agree that the remainder of this
            Agreement and the application of such provision of this Agreement to
            other circumstances shall be valid and enforceable to the fullest
            extent permitted by law. If any provision of this Agreement, or any
            part thereof, is held to be unenforceable because of the scope or
            duration of or the area covered by such provision, the parties
            hereto agree that the court or arbitrator making such determination
            shall reduce the scope, duration and/or area of such provision (and
            shall substitute appropriate provisions for any such unenforceable
            provisions) in order to make such provision enforceable to the
            fullest extent permitted by law, and/or shall delete specific


                                      -11-
<PAGE>

            words and phrases, and such modified provision shall then be
            enforceable and shall be enforced. The parties hereto recognize that
            if, in any judicial proceeding, a court shall refuse to enforce any
            of the separate covenants contained in this Agreement, then that
            unenforceable covenant contained in this Agreement shall be deemed
            eliminated from these provisions to the extent necessary to permit
            the remaining separate covenants to be enforced. In the event that
            any court or arbitrator determines that the time period or the area,
            or both, are unreasonable and that any of the covenants is to that
            extent unenforceable, the parties hereto agree that such covenants
            will remain in full force and effect, first, for the greatest time
            period, and second, in the greatest geographical area that would not
            render them unenforceable.

                  (v) In the event of Executive's breach of this Section 7, in
            addition to all other rights Employer may have hereunder or in law
            or in equity, all payments and benefits hereunder shall cease; all
            options, stock, and other securities granted by the Employer or
            Travelocity, including stock obtained through prior exercise of
            options, whether pursuant to the LTIP or otherwise, shall be
            immediately forfeited (whether or not vested), and the original
            purchase price, if any, shall be returned to the Executive; and all
            profits received through exercise of options or sale of stock, and
            all previous payments and benefits made or provided hereunder shall
            be promptly returned and repaid to the Company.

      8. Successors.

            (a) The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company, by
      agreement in form and substance satisfactory to the Executive, to
      expressly assume and agree to perform this Agreement in the same manner
      and to the same extent that the Company would be required to perform it if
      no such Change in Control or Change in Equity Structure had taken place.
      Failure of such successor entity to enter into such agreement prior to the
      effective date of any such succession (or, if later, within three business
      days after first receiving a written request for such agreement) will
      constitute a breach of this Agreement and will entitle the Executive to
      terminate his employment pursuant to Section 2(a)(iii) above and to
      receive the payments and benefits provided under Sections 4, 5. and 6
      above.

            (b) This Agreement will inure to the benefit of and be enforceable
      by the Executive's personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees. If
      the Executive dies while any amounts are payable hereunder, all such
      amounts, unless otherwise provided herein, will be paid in accordance with
      the term of this Agreement to his successors, heirs, distributees,
      devisees, legatees or other designees or, if there is no such designee, to
      his estate.

      9. Notices. For the purposes of this Agreement, notices and all other
communications provided for herein will be in writing and will be deemed to have
been duly given when delivered or mailed by registered or certified mail, return
postage prepaid, addressed as follows:

                                      -12-
<PAGE>

                  If to the Executive:
                  _________________________
                  _________________________
                  _________________________


                  If to the Company:

                           Travelocity Holdings, Inc.
                     Attn: Chairman, Board of Directors
                           with copy to Executive Vice President-Administration
                           4200 Buckingham Boulevard
                           Fort Worth, Texas 76155

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address will be
effective only upon receipt.

      10. Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF
THE STATE OF DELAWARE.

      11. Amendments; Waivers, Entire Agreement. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement (or in any employment or other written
agreement relating to the Executive).

      12. Separability. The invalidity or unenforceability of any provisions of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement which will remain in full force and effect.

      13. Non-assignability. This Agreement is personal in nature and neither of
the parties hereto will, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder, except as provided in
Section 8 above. Without limiting; the foregoing, the Executive's right to
receive payments hereunder will not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
his will or by the laws of descent or distribution, and in the event of any
attempted assignment or transfer by Executive contrary to this Section, the
Company will have no liability to pay any amount so attempted to be assigned or
transferred to any person other than the Executive or in the event of his death,
his designated beneficiary or, in the absence of an effective beneficiary
designation, the Executive's estate.

      14. Waiver Of Other Severance Benefits. The benefits payable pursuant to
this Agreement are in lieu of any other severance benefits which may otherwise
be payable to the


                                      -13-
<PAGE>

Executive upon termination following a Change in Control or Change in Equity
Structure, except those benefits which are to be made available to the Executive
as required by applicable law.

      15. No Set-Off. There shall be no right of set-off or counterclaim in
respect of any claim, debt, or obligation against any payment to or benefit for
the Executive provided for in this Agreement.

      16. No Mitigation Obligation. Except as provided in Section 4(b) hereof,
the parties hereto expressly agree that the payment of the benefits by the
Company to the Executive in accordance with the terms of this Agreement will be
liquidated damages, and that the Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor shall any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of the Executive hereunder or otherwise.

      17. Indemnification. The Company shall indemnify, defend, and hold the
Executive harmless from and against any liability, damages, costs, or expenses
(including attorney's fees) in connection with any claim, cause of action,
investigation, litigation, or proceeding involving him by reason of his having
been an officer, director, employee, or agent of the Company, unless it is
judicially determined, in a final, nonappealable order, that the Executive was
guilty of gross negligence or willful misconduct. The Company also agrees to
maintain adequate directors and officers liability insurance for the benefit of
Executive for the term of this Agreement and for at least three years
thereafter.

      18. Termination. This Agreement shall survive the Executive's termination
of employment and shall not be terminable.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above set forth, thereby mutually and
voluntarily agreeing that this Agreement supersedes and replaces any prior
similar agreements for such termination benefits.

TRAVELOCITY HOLDINGS, INC.


/s/ Andrew B. Steinberg
 --------------------------------
Andrew B. Steinberg
Executive Vice-President


Ramesh K. Punwani


/s/ Ramesh K. Punwani
---------------------------------
Ramesh K. Punwani

                                      -14-

</TEXT>
</DOCUMENT>
