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EXHIBIT 12
EMAIL AND FACSIMILE COMMUNICATION TO NON-EMPLOYEE
DIRECTORS
4045 Campbell Avenue
Menlo Park, CA 94025
[Logo] t 650.752.1500
f 650.752.1515
www.GetThere.com
Date: October 6, 2000
To: Jeffrey D. Brody
John Ueberroth
Dale J. Vogel
Richard D.C. Whilden
Cc: Gadi Maier
Kenneth R. Pelowski
David Muhlitner
RE: CASH OUT OF DIRECTOR OPTIONS
VIA FACSIMILE AND ELECTRONIC MAIL
As you know, under the merger agreement with Sabre, GetThere's non-employee
directors may elect to receive cash value for their options in consideration
for cancelling those options. The cash value will equal the number of shares
subject to each cancelled option multiplied by $17.75 per share minus the
exercise price per share. Attached is the form of Director Option
Cancellation Agreement, which non-employee directors will need to execute in
order to affect this election.
If you prefer, you can continue to hold your options and you may exercise
them according to the provisions stipulated in each option agreement
following the close of the proposed transaction. By executing the attached
agreement and returning to my attention, you will be agreeing to receive cash
and cancel the options you indicate on the agreement.
Please send as soon as possible a facsimile of the signed agreement to my
attention at 650-752-1921, if you would like to cash out your options.
Very truly yours,
/s/ Robert A. Brown
Robert A. Brown
Vice President, Business Planning and Treasurer
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DIRECTOR OPTION CANCELLATION AGREEMENT
DIRECTOR OPTION CANCELLATION AGREEMENT ( this "Agreement"), dated as
of October __, 2000, by and between GetThere Inc., a Delaware corporation
(the "Company"), and the present or former director of the Company set forth
on the signature page hereof ("Optionee").
WHEREAS, the Company has entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of August 28, 2000, by and among the
Company, Sabre Holdings Corporation ("Sabre") and Sabre Inc., pursuant to
which the Company will become a 100% owned subsidiary of Sabre;
WHEREAS, pursuant to the Company's 1999 Directors' Stock Option Plan
(the "Plan"), Optionee has been granted certain stock options to purchase
shares of the Company's common stock as set forth on the signature page
hereof (the "Options").
WHEREAS, pursuant to Section 3.07 of the Merger Agreement each
Non-Employee Director may elect to have the Options cancelled at the
Effective Time (as such term is defined in the Merger Agreement) in return
for a cash payment as set forth in paragraph 2 below.
NOW THEREFORE, in consideration of the foregoing, the agreements set
forth herein and the mutual benefits to be gained by the performance thereof,
the Company and the Optionee hereby agree as follows:
1. Optionee hereby elects to have the Options cancelled at the
Effective Time in return for the cash payment described in paragraph 2 below.
The Optionee acknowledges the effect of and consents to the cancellation of
the Options. Without limiting the generality of the foregoing, Optionee
waives all rights and benefits associated with such Options and relinquishes
any and all claims that Optionee may have against the Company related to such
Options or the Plan.
2. The Company hereby agrees to pay to the Optionee a cash
payment equal to $17.75 per share of common stock, for each share of Company
common stock subject to the Options less the exercise price per share subject
to the Options.
3. Optionee hereby unconditionally releases and discharges
Sabre, Sabre Inc., and the Company and their respective affiliates,
directors, officers, employees, agents and assigns from, without limitation,
any and all claims, awards, damages, obligations, promises, liabilities or
any other compensation whatsoever, arising or in any way related to the Plan
or the Options.
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4. This document may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this document,
effective as of the date recited above.
GETTHERE, INC.
By:
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OPTIONEE
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Name:
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Number of Shares Subject Option
to Options Price
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