Exhibit 10.7

May 27, 2022

Apollo Strategic Growth Capital
9 West 57th Street, 43rd Floor
New York, NY 10019

and

GBT JerseyCo Limited
c/o GBT US LLC
General Counsel’s Office 666 Third Avenue
New York, NY 10017

Re: Amendment to Sponsor Side Letter

Reference is made to that certain (i) Business Combination Agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “Transaction Agreement”), by and among Apollo Strategic Growth Capital, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation at the Closing) (“Acquiror”), and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the “Company”) and (ii) letter agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “Sponsor Side Letter”), by and among APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), the undersigned individuals, each of whom is currently a member of Acquiror’s Board of Directors and/or management team (collectively, the “Insiders” and together with Sponsor, the “Sponsor Parties”), Acquiror and the Company. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sponsor Side Letter.

Substantially concurrently with the execution and delivery of the Transaction Agreement, the Sponsor Parties, Acquiror and the Company entered into the Sponsor Side Letter, pursuant to which, among other things, Sponsor agreed to certain vesting and forfeiture provisions pertaining to the Sponsor Shares. In connection with the consummation of the Transactions, Sponsor has agreed to decrease the number of Immediately Vested Sponsor Shares and increase the number of $12.50 Threshold Shares, and consequently increase the total number of Vesting Sponsor Shares, as set forth herein. The parties hereto, being the original signatories to the Sponsor Side Letter, desire to enter into this amendment to the Sponsor Side Letter (this “Amendment”) pursuant to paragraph 8.e. thereof.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Sponsor Side Letter as follows:

Except as expressly amended by this Amendment, the Sponsor Side Letter remains in full force and effect and nothing in this Amendment shall otherwise affect any other provision of the Sponsor Side Letter or the rights and obligations of the parties thereto. On and after the date hereof, each reference to the Sponsor Side Letter shall mean and be a reference to the Sponsor Side Letter as amended hereby, and this Amendment and the Sponsor Side Letter shall be read together and construed as a single instrument.

[The remainder of this page left intentionally blank.]

Please indicate your agreement to the terms of this Amendment by signing where indicated below.

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

[Signature Page to Amendment to Sponsor Side Letter]

Acknowledged and agreed
as of the date of this Letter Agreement

APOLLO STRATEGIC GROWTH CAPITAL

[Signature Page to Amendment to Sponsor Side Letter]

Acknowledged and agreed
as of the date of this Letter Agreement

GBT JERSEYCO LIMITED

[Signature Page to Amendment to Sponsor Side Letter]

Exhibit 10.8

GLOBAL BUSINESS TRAVEL GROUP, INC.

2022 EQUITY INCENTIVE PLAN

Section 1.               Purpose of the Plan.

The purpose of the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “Plan”) is to assist the Company and its Subsidiaries in attracting and retaining valued Employees, Consultants and Non-Employee Directors by offering them a greater stake in the Company’s success and a closer identity with it, and to encourage ownership of the Company’s shares by such Employees, Consultants and Non-Employee Directors.

Section 2.               Definitions.

As used herein, the following definitions shall apply:

2.1.          “Award” means the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Stock, Performance Stock Units and Other Stock-Based Awards under the Plan.

2.2.           “Award Agreement” means the written agreement, instrument or document evidencing an Award.

2.3.           “Board” means the Board of Directors of the Company.

2.4.           “Cause” means,

(a)            if the applicable Participant is party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, and such term is defined therein, “Cause” shall have the meaning provided in such agreement;

(b)            if the applicable Participant is not a party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary or if no definition of “Cause” is set forth in the applicable employment, consulting, severance or similar agreement, “Cause” shall have the meaning provided in the applicable Award Agreement;

(c)            if neither clause (a) nor clause (b) applies, then “Cause” shall mean (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) failing to follow the lawful directions of superiors or the Board or the written policies and practices of the Company or any Subsidiary; (iii) the Participant’s indictment for, being charged with, conviction of, plea of guilty or no contest to, or commission of, a felony or a crime involving any of the following: moral turpitude, dishonesty, breach of trust or unethical business conduct; (iv) the Participant’s indictment for, being charged with, conviction of, plea of guilty or no contest to, or commission of, any crime involving the Company or any Subsidiary; (v) fraud, misappropriation or embezzlement; (vi) a material breach of the Participant’s employment agreement (if any) with the Company or any Subsidiary, whether or not such breach results in the termination of the Participant’s employment; (vii) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant that are consistent with his or her position(s); (viii) any illegal act detrimental to the Company or any Subsidiary; (ix) repeated failure to devote substantially all of the Participant’s business time and efforts to the Company or any Subsidiary if required by the Participant’s employment agreement; or (x) the Participant’s abuse of illegal drugs or other controlled substances or the Participant’s habitual intoxication while providing services to the Company or any Subsidiary.

A Participant’s resignation or death, in either case, at a time when Cause to terminate the Participant’s employment or other service exists shall be treated as a termination for Cause for all purposes of the Plan and the Participant’s Awards and Award Agreements. In addition, if after the Participant's termination of employment or other service, the Company or a Subsidiary learns of facts that occurred during the Participant's employment or service with the Company or a Subsidiary that would have supported a termination for Cause, the Committee may retroactively reclassify the Participant's termination of employment or service as a termination for Cause.

2.5.           “Business Combination Agreement” means the Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited.

2.6.           “Change in Control” means, unless otherwise provided in an Award Agreement, after the Effective Date:

(a)            the acquisition in one or more transactions (whether by purchase, merger, amalgamation or otherwise) by any “Person” (as such term is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act) of “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act), of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”);

(b)            a change in the composition of the Board such that the individuals who as of any date constitute the Board (the “Incumbent Board”) cease to constitute a majority of the Board at any time during the 24-month period immediately following such date; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, and provided further that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change in Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced;

(c)            a complete liquidation or dissolution or winding up of the Company (other than pursuant to a transaction in which the assets of the Company are distributed to an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company); or

(d)           the sale, directly or indirectly, of all or substantially all of the Company’s and its Subsidiaries’ assets (determined on a consolidated basis).

Notwithstanding the foregoing, (i) a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of shares of Voting Securities immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (ii) for each Award that constitutes deferred compensation under Code Section 409A, and to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Code Section 409A. For purposes of this definition of Change in Control, the term “Person” shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company.

2.7.          “Code” means the Internal Revenue Code of 1986, as amended.

2.8.          “Company” means Global Business Travel Group, Inc., a Delaware corporation, or any successor corporation or company.

2.9.          “Committee” means the Compensation Committee of the Board, provided that the Committee shall at all times have at least two members, each of whom shall be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and the regulations issued thereunder and an “independent director” under the rules of any applicable stock exchange.

2.10.        “Consultant” means a natural person (within the meaning of Form S-8 of the Securities Act) who provides bona fide services to the Company or any Subsidiary other than in connection with the offer or sale of Shares or other securities or shares in a capital-raising transaction and is not engaged in activities that directly or indirectly promote or maintain a market for the Shares or other securities of the Company.

2.11.        “Disability” means,

(a)            if the applicable Participant is party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, and such term (or the term "disabled," "permanent disability" or similar phrases) is defined therein, then “Disability” shall have the meaning provided for such term in such agreement;

(b)            if the applicable Participant is not a party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary or if no definition of “Disability” is set forth in the applicable employment, consulting, severance or similar agreement, “Disability” shall have the meaning provided in the applicable Award Agreement;

(c)            if neither clause (a) nor clause (b) applies, then “Disability” shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

2.12.        “Effective Date” means May 27, 2022.

2.13.        “Employee” means an officer or other employee of the Company or a Subsidiary, including without limitation a director who is such an employee.

2.14.        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.15.        “Fair Market Value” means, on any given date (i) if the Shares are listed on any established stock exchange or a national market system, including without limitation the NYSE, the closing sales price for such Shares as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable (or, if no closing sales price was reported on that date, on the last trading date such closing sales price was reported); (ii) if clause (i) does not apply, then if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for the Shares on the day of determination (or, if no bids and asks were reported on that date, on the last trading date such bids and asks were reported); or (iii) if neither clause (i) nor clause (ii) applies, such value as the Committee in its discretion may in good faith determine in accordance with Section 409A of the Code and the regulations thereunder (and, with respect to Incentive Stock Options, in accordance with Section 422 of the Code and the regulations thereunder).

2.16.        "Good Reason" has the meaning set forth in the Participant's Award Agreement, provided that if no definition of Good Reason is set forth therein, then the Participant shall not be entitled to any benefits under the Plan with respect to such Award that otherwise apply upon a termination for Good Reason.

2.17.        “Incentive Stock Option” means an Option or portion thereof intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option, and which in fact meets such requirements of Section 422 of the Code.

2.18.        “Incumbent Director” means a director who either (1) is a member of the Board as of the Effective Date or (2) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination.

2.19.        “Non-Employee Director” means a member of the Board who is not an Employee.

2.20.        “Non-Qualified Option” means an Option or portion thereof that is designated as not being an Incentive Stock Option or that does not otherwise qualify as an Incentive Stock Option.

2.21.        “Option” means a right granted under Section 6.1 of the Plan to purchase a specified number of Shares at a specified price. An Option may be an Incentive Stock Option or a Non-Qualified Option; provided, however, that unless otherwise explicitly stated in an Award Agreement, each Option is hereby designated as a Non-Qualified Option.

2.22.         “Other Stock-Based Award” means a right granted under Section 6.5 of the Plan.

2.23.        “Participant” means any Employee, Non-Employee Director or Consultant who receives an Award.

2.24.        “Performance Goals” means any goals established by the Committee in its sole discretion. Performance Goals may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or a Subsidiary, division, department or function within the Company or a Subsidiary. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured, for example, by a group of peer companies or by a financial market index. Performance Goals may include, but are not limited to: total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Shares, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per Share, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group, and any combination of any of the foregoing criteria. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or a Subsidiary, or the manner in which it conducts its business, or other events or circumstances render the Performance Goals unsuitable, the Committee may modify such Performance Goals and/or the related minimum, target, maximum and/or other acceptable levels of achievement, in whole or in part, as the Committee deems appropriate and equitable.

2.25.        “Performance Period” means the period selected by the Committee during which performance is measured for the purpose of determining the extent to which a Performance Goal has been achieved.

2.26.        “Performance Stock” means Restricted Stock awarded by the Committee under Section 6.3 of the Plan that vest and/or are earned, in whole or in part, based on the achievement of one or more Performance Goals.

2.27.        “Performance Stock Unit” means Restricted Stock Units awarded by the Committee under Section 6.4 of the Plan that vest and/or are earned, in whole or in part, based on the achievement of one or more Performance Goals.

2.28.        “Person” means an individual, corporation, partnership, association, limited liability company, estate or other entity.

2.29.        "Prior Plan" means the GBT JerseyCo Limited Management Incentive Plan, as amended and/or restated from time to time, and including any predecessor version thereof.

2.30.        “Restricted Stock” means a Share awarded by the Committee under Section 6.3 of the Plan.

2.31.        “Restricted Stock Unit” means the right granted under Section 6.4 of the Plan to receive, on the date of settlement, one Share or an amount equal to the Fair Market Value of one Share. An Award of Restricted Stock Units may be settled in cash, Shares or any combination of the foregoing; provided, however, that unless otherwise provided in an Award Agreement, Restricted Stock Units shall be settled in Shares.

2.32.        “Restriction Period” means the period during which Performance Stock, Performance Stock Units, Restricted Stock and Restricted Stock Units are subject to forfeiture.

2.33.        “SAR” means a stock appreciation right awarded by the Committee under Section 6.2 of the Plan.

2.34.        “Securities Act” means the Securities Act of 1933, as amended.

2.35.        “Share” means one share of the Company’s Class A common stock.

2.36.        “Subsidiary” means any corporation, partnership, joint venture, company or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

2.37.        “Ten Percent Stockholder” means a Person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, a “parent” or a “subsidiary” (as the terms “parent” and “subsidiary” are defined in Code Section 424).

Section 3.               Eligibility.

Any Employee, Non-Employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, as determined in the sole discretion of the Committee.

Section 4.               Administration of the Plan.

4.1.          The Plan and all Award Agreements shall be administered by the Committee. Any action of the Committee in administering the Plan and an Award Agreement shall be final, conclusive and binding on all Persons, including without limitation the Company, its Subsidiaries, Participants, Persons claiming rights from or through Participants and stockholders of the Company. No member of the Committee (or any person to whom the Committee has delegated authority to act under the Plan) shall be personally liable for any action, determination or interpretation taken or made in good faith by the Committee (or such person) with respect to the Plan or any Awards granted hereunder, and all members of the Committee (and such persons to whom the Committee has delegated authority to act under the Plan) shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation to the fullest extent permitted by law.

4.2.          Subject to the provisions of the Plan, the Committee shall have full and final authority in its discretion to (i) select the Employees, Non-Employee Directors and Consultants who will receive Awards pursuant to the Plan; provided that Awards granted to Non-Employee Directors shall be subject to approval by the full Board; (ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Shares to which an Award will relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, restrictions as to vesting, Performance Goals relating to an Award, transferability or forfeiture, exercisability or settlement of an Award, waivers or accelerations thereof, and waivers of or modifications to Performance Goals relating to an Award, based in each case on such considerations as the Committee shall determine) and all other matters to be determined in connection with an Award; (iv) determine the exercise price or purchase price (if any) of an Award; (v) determine whether, to what extent, and under what circumstances an Award may be cancelled, forfeited, or surrendered; (vi) determine whether (and, if necessary, certify that) Performance Goals to which an Award is subject are satisfied; (vii) determine whether Participants will be permitted to defer the settlement of certain Awards; (viii) correct any defect or supply any omission or reconcile any inconsistency in the Plan and Award Agreements, and adopt, amend and rescind such rules, regulations, guidelines, forms of agreements and instruments relating to the Plan and Award Agreements as it may deem necessary or advisable; (ix) construe and interpret the Plan and Award Agreements; and (x) make all other determinations as it may deem necessary or advisable for the administration of the Plan and Award Agreements. Notwithstanding anything in the Plan or an Award Agreement to the contrary, no underwater Option or underwater SAR may be repriced, replaced or regranted through cancellation, nor may any underwater Option or underwater SAR be repurchased for cash, in any case, without the approval of the stockholders of the Company, provided that nothing herein shall prevent the Committee from taking any action provided for in Sections 7 or 8 of the Plan.

4.3.          To the extent permitted by applicable law and the Company’s by-laws, the Committee may delegate some or all of its authority with respect to the Plan and Awards to any executive officer of the Company or any other person or persons designated by the Committee, in each case, acting individually or as a committee, provided that the Committee may not delegate its authority hereunder to any person to make Awards to (a) Employees who are (i) subject to the requirements of Rule 16b-3 of the Exchange Act or (ii) officers or other Employees who are delegated authority by the Committee pursuant to this Section 4.3 or (b) members of the Board. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter in its sole discretion. The Committee may at any time rescind the authority delegated to any person pursuant to this Section 4.3. Any action undertaken by any such person or persons in accordance with the Committee’s delegation of authority pursuant to this Section 4.3 shall have the same force and effect as if undertaken directly by the Committee.

4.4.          Notwithstanding any other provision to the contrary, Awards granted to Non-Employee Directors shall be administered by the full Board, and any authority reserved under the Plan for the Committee with regard to Awards granted to Non-Employee Directors shall be exercised by the full Board.

Section 5.              Shares Subject to the Plan.

5.1.          Subject to adjustment as provided in Section 8 hereof and this Section 5, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 47,870,291 Shares (the “Cap”); provided, however, that in the event that an award under the Prior Plan is cancelled, forfeited or terminated, in each case, in whole or in part on or after the Effective Date, then the Cap shall be increased by the number of Shares subject to the portion of such award so cancelled, forfeited or terminated. No more than 47,870,291 Shares issued under the Plan may be issued pursuant to the exercise of Incentive Stock Options. The Shares issued under the Plan may, at the election of the Board, be (i) authorized but previously unissued Shares or (ii) Shares previously issued and outstanding and reacquired by the Company. Notwithstanding the foregoing, Shares issued under Awards granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company or any Subsidiary (“Substitute Awards”) shall not count against the Cap, and to the extent permitted by the rules of the stock exchange on which the Shares are then listed or quoted, shares under a stockholder approved plan of an acquired company (adjusted to reflect the transaction) may be used for Awards under the Plan and do not count against the Cap. While the Plan remains in effect with respect to the granting of new Awards, no Non-Employee Director may be paid, issued, or granted by the Company or any of its Subsidiaries, in any calendar year, equity awards (including any Awards issued under this Plan) with an aggregate value (the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers or fees) but excluding expense reimbursements, that in the aggregate, exceed $750,000. Any Awards or other compensation paid or provided to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as a Non-Employee Director), will not count for purposes of the limitation in the immediately preceding sentence.

5.2.           If any Shares subject to an Award under the Plan are forfeited or an Award otherwise terminates in whole or in part for any reason whatsoever without Shares being issued in respect of such termination, any Shares counted against the number of Shares available for issuance pursuant to the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, be added back to the Cap and shall again be available for Awards under the Plan; provided, however, that (i) such treatment shall not apply for Substitute Awards and (ii) the Committee may adopt procedures for the counting of Shares relating to any Award to ensure appropriate counting, avoid double counting, provide for adjustments in any case in which the number of Shares actually distributed differs from the number of Shares previously counted in connection with such Award, and if necessary, to comply with applicable law or regulations. In addition, and notwithstanding anything contained herein to the contrary, Shares tendered in payment of the exercise price or withholding taxes with respect to an Award shall not become, or again be, available for Awards under the Plan.

Section 6.               Awards.

Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the settlement or exercise thereof, at the grant date or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including without limitation terms requiring forfeiture of Awards in the event of a Participant’s termination of employment or other service with the Company or any Subsidiary; provided, however, that the Committee shall retain full power to accelerate or waive any such additional term or condition as it may have previously imposed (provided that, in any case, any such action is permitted under Code Section 409A). The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such Performance Goals as may be determined by the Committee. Each Award, and the terms and conditions applicable thereto, shall be evidenced by an Award Agreement.

6.1.           Options. Options give a Participant the right to purchase a specified number of Shares from the Company for a specified time period at a fixed exercise price, as provided in the applicable Award Agreement. Options may be either Incentive Stock Options or Non-Qualified Options; provided that Incentive Stock Options may be granted only to employees of the Company or a “subsidiary” (as defined in Code Section 424(f)) of the Company. The grant of Options shall be subject to the following terms and conditions:

(a)            Exercise Price. The price per Share at which Shares may be purchased upon exercise of an Option shall be determined by the Committee and specified in the Award Agreement, but shall be not less than the Fair Market Value of one Share on the grant date (or 110% of the Fair Market Value of one Share on the grant date in the case of an Incentive Stock Option granted to a Ten Percent Stockholder).

(b)            Term of Options. The term of an Option shall be specified in the Award Agreement, but shall in no event be greater than ten years from the grant date (or five years from the grant date in the case of an Incentive Stock Option granted to a Ten Percent Stockholder).

(c)            Exercise of Option. Each Award Agreement with respect to an Option shall specify the time or times at which an Option may be exercised in whole or in part and the terms and conditions applicable thereto, including without limitation (i) a vesting schedule which may be based upon the passage of time, attainment of Performance Goals or a combination thereof, (ii) whether the exercise price for an Option shall be paid in cash, with Shares, with any combination of cash and Shares, or with other legal consideration that the Committee may deem appropriate and to the extent permitted by applicable law, (iii) the methods of payment, which may include payment through cashless and net exercise arrangements, to the extent permitted by applicable law and (iv) the methods by which, or the time or times at which, Shares will be delivered or deemed to be delivered to Participants upon the exercise of such Option. Payment of the exercise price shall in all events be made within three days after the date of exercise of an Option.

(d)            Incentive Stock Options. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” (as defined in Section 421(b) of the Code) of any Shares acquired pursuant to the exercise of such Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of any period during which a disqualifying disposition could occur, subject to complying with any instructions from such Participant as to the sale of such Shares. The aggregate Fair Market Value, determined as of the grant date, for Awards granted under the Plan (or any other stock or share option plan required to be taken into account under Section 422(d) of the Code) that are intended to be Incentive Stock Options which are first exercisable by the Participant during any calendar year shall not exceed $100,000. To the extent an Award purporting to be an Incentive Stock Option exceeds the limitation in the previous sentence or does not otherwise qualify as an Incentive Stock Option, the portion of the Award in excess of such limit or that does not so qualify shall be a Non-Qualified Option.

(e)            No Dividend Equivalent Rights. No Participant shall be entitled to dividend equivalent rights or payments with respect to any Shares underlying the Participant’s Options.

6.2.          Stock Appreciation Rights. A SAR shall confer on the Participant a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the SAR as determined by the Committee, but which may never be less than the Fair Market Value of one Share on the grant date. No payment from the Participant shall be required to exercise a SAR. The grant of SARs shall be subject to the following terms and conditions:

(a)            General. Each Award Agreement with respect to a SAR shall specify the number of SARs granted, the grant price of the SAR, the time or times at which the SAR may be exercised in whole or in part (including without limitation vesting upon the passage of time, the attainment of Performance Goals or a combination thereof), the method of exercise, method of settlement (in cash, Shares or a combination thereof), method by which Shares will be delivered or deemed to be delivered to Participants (if applicable) and any other terms and conditions of the SAR. Unless provided otherwise in an Award Agreement, all SARs shall be settled in Shares.

(b)           Term. The term of a SAR shall be specified in the Award Agreement, but shall in no event be greater than ten years from the grant date.

(c)           No Dividend Equivalent Rights. No Participant shall be entitled to dividend equivalent rights or payments with respect to any Shares underlying the Participant’s SARs.

6.3.          Restricted Stock. An Award of Restricted Stock is a grant by the Company of a specified number of Shares to the Participant, which Shares are subject to forfeiture upon the occurrence of specified events during the Restriction Period. Such an Award shall be subject to the following terms and conditions:

(a)           General. Each Award Agreement with respect to Restricted Stock shall specify the duration of the Restriction Period and/or each installment thereof, the conditions under which the Restricted Stock may be forfeited to the Company, and the amount, if any, the Participant must pay to receive the Restricted Stock. Such restrictions may include a vesting schedule based upon the passage of time and/or the attainment of one or more Performance Goals.

(b)           Transferability. During the Restriction Period, the transferability of Restricted Stock shall be prohibited or restricted in the manner and to the extent prescribed in the applicable Award Agreement. Such restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee.

(c)           Stockholder Rights. Unless otherwise provided in the applicable Award Agreement, during the Restriction Period the Participant shall have all the rights of a stockholder with respect to Restricted Stock, including, without limitation, the right to receive dividends thereon (whether in cash or Shares) and to vote such Shares of Restricted Stock in accordance with the Company’s by-laws. Dividends may, in the discretion of the Committee, be paid currently or subject to the same restrictions as the underlying Restricted Stock, in either case, as set forth in the applicable Award Agreement (and the Committee may, in its sole discretion, withhold any cash dividends paid on Restricted Stock until the restrictions applicable to such Restricted Stock have lapsed); provided, however, that dividends paid on unvested Restricted Stock that is subject to Performance Goals shall not be paid or released unless and until the applicable Performance Goals have been achieved.

(d)           Additional Matters. Upon the Award of Restricted Stock, the Committee may direct the number of Shares subject to such Award be issued to the Participant or placed in a restricted stock account (including without limitation an electronic account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s), if any, representing such Shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and, if issued to the Participant, returned to the Company to be held in escrow during the Restriction Period. In all cases, the Participant shall sign a stock power or share transfer form (as appropriate) endorsed in blank to the Company to be held in escrow during the Restriction Period.

6.4.          Restricted Stock Units. Restricted Stock Units are solely a device for the measurement and determination of the amounts to be paid to a Participant under the Plan. Restricted Stock Units do not constitute Shares and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The right of any Participant in respect of an Award of Restricted Stock Units shall be no greater than the right of any unsecured general creditor of the Company. The grant of Restricted Stock Units shall be subject to the following terms and conditions:

(a)           Restriction Period. Each Award Agreement with respect to Restricted Stock Units shall specify the duration of the Restriction Period, if any, and/or each installment thereof and the conditions under which such Award may be forfeited to the Company. Such restrictions may include a vesting schedule based upon the passage of time and/or the achievement of one or more Performance Goals.

(b)           Settlement. Unless otherwise provided in an Award Agreement (i) an Award of Restricted Stock Units shall be settled in Shares, provided that any fractional Restricted Stock Units shall be settled in cash and (ii) subject to the Participant’s continued employment or other service with the Company or a Subsidiary from the date of grant through the expiration of the Restriction Period (or applicable portion thereof), the vested portion of an Award of Restricted Stock Units shall be settled within 60 days after the expiration of the Restriction Period (or applicable portion thereof).

(c)            Stockholder Rights. Nothing contained in the Plan shall be construed to give any Participant rights as a stockholder with respect to an Award of Restricted Stock Units (including, without limitation, any voting, dividend or derivative or other similar rights). Notwithstanding the foregoing, the Committee may provide in an Award Agreement that amounts equal to any dividends declared during the Restriction Period or deferral period on the Shares represented by an Award of Restricted Stock Units will be credited to the Participant’s account and settled in Shares unless otherwise specified in the applicable Award Agreement at the same time (and subject to the same forfeiture restrictions) as the Restricted Stock Units to which such dividend equivalents relate (with the number of Shares released in payment of such dividend equivalents to equal the amount of dividend equivalents then being settled, divided by the Fair Market Value of one Share on the settlement date of such dividend equivalents); provided, however, that the Committee may determine at or after the grant date to settle any such dividend equivalents in cash.

6.5.          Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants any type of Award (in addition to those Awards provided in Sections 6.1, 6.2, 6.3 and 6.4 hereof) that is payable in, or valued in whole or in part by reference to, Shares, and that is deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, fully vested Shares and dividend equivalents.

6.6.          Termination of Employment or Other Service. Unless otherwise provided in an Award Agreement, and except as otherwise provided in Section 7.2 hereof, upon a Participant’s termination of employment or other service with the Company and its Subsidiaries (x) for any reason other than for Cause, the unvested portion of each Award shall be immediately forfeited upon such termination with no compensation or other payment due the Participant, and the vested portion of each Option and SAR shall be exercisable for the period set forth in the Award Agreement (but not beyond the stated term of such vested Option or vested SAR) or (y) for Cause, all vested and unvested Awards granted to such Participant shall be immediately forfeited upon such termination with no compensation or other payment due the Participant.

Section 7.              Change in Control.

7.1.         General. Unless otherwise provided in an Award Agreement, a Change in Control shall not, in and of itself, accelerate the vesting, settlement or exercisability of outstanding Awards. Awards in a Change in Control may, without the consent of any Participant, be assumed by the successor corporation or company (or one of its Affiliates) or may be cancelled in exchange for a substitute award issued by the successor corporation or company (or one of its Affiliates) determined by the Committee to preserve the rights of the Participant in the cancelled Award. Notwithstanding the foregoing and unless otherwise provided in an Award Agreement, if (i) the successor corporation or company (or one of its direct or indirect parents) does not agree to assume an outstanding Award or does not agree to substitute or replace such Award with an award involving the ordinary equity securities of such successor corporation (or one of its direct or indirect parents) on terms and conditions necessary to preserve the rights of the applicable Participant with respect to such Award, (ii) the securities of the Company or the successor corporation or company (or one of its direct or indirect parents) will not be publicly traded immediately following such Change in Control or (iii) the Change in Control is not approved by a majority of the Incumbent Directors immediately prior to such Change in Control, then the Committee, in its sole discretion, may take one or more of the following actions with respect to all, some or any such Awards: (a) accelerate the vesting and, if applicable, exercisability of such Awards such that the Awards are fully vested and, if applicable, exercisable (effective immediately prior to such Change in Control); (b) with respect to any Awards that do not constitute “non-qualified deferred compensation” within the meaning of, or are not subject to, Code Section 409A, accelerate the settlement of such Awards upon such Change in Control; (c) with respect to Awards that constitute “non-qualified deferred compensation” within the meaning of, and are subject to, Code Section 409A, terminate all such Awards and settle all such Awards for a payment (in cash and/or securities) equal to the Fair Market Value of the Shares underlying such Awards less the amount the Participant is required to pay for such Shares, if any, provided that (I) such Change in Control satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(v), (vi) or (vii) and (II) all other arrangements that would be aggregated with such Awards under Code Section 409A are terminated and liquidated within 30 days before or 12 months after such Change in Control; (d) cancel any outstanding Option or SAR in exchange for a cash payment in an amount equal to the excess, if any, of the Fair Market Value as of the date of the Change in Control of the Shares underlying the portion of the Option or SAR being so cancelled over the exercise price or grant price, as the case may be, of such portion, provided that any Option or SAR with a per Share exercise price or grant price, as the case may be, that equals or exceeds the Fair Market Value of one Share on the date of the Change in Control shall be cancelled with no payment due the Participant and (e) take such other actions as the Committee deems appropriate (to the extent permitted by Code Section 409A, if applicable). If any action is taken with respect to any Award under items (a) through (d) of this Section 7.1 and such Award is subject to Performance Goals, such Performance Goals shall be deemed satisfied based on the actual level of achievement of the applicable Performance Goals through the date of the Change in Control or, if determined by the Committee in its sole discretion prior to such Change in Control, using the applicable target level of achievement rather than such actual level of achievement. The judgment of the Committee with respect to any matter referred to in this Section 7.1 shall be conclusive and binding upon each Participant (and all other Persons) without the need for any amendment to the Plan or any Award or Award Agreement. Notwithstanding the foregoing, no Award that constitutes “non-qualified deferred compensation” (within the meaning of, and that is subject to, Section 409A of the Code) shall be payable upon the occurrence of a Change in Control unless such Change in Control satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(v), (vi) or (vii).

7.2.          Termination Following a Change in Control. Notwithstanding anything contained in the Plan to the contrary, unless otherwise provided in an Award Agreement or as may be provided in the last sentence of this Section 7.2, in the event that Awards under the Plan are assumed in connection with a Change in Control or are substituted with new awards, in either case, pursuant to Section 7.1 above, and a Participant’s employment or other service with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, by the Participant for Good Reason, due to the Participant's Disability or as the result of the Participant’s death, in any case, within 18 months following a Change in Control, (i) the unvested portion of such Participant’s Awards (including without limitation any awards received in substitution of an Award) shall vest in full (with any applicable Performance Goals being deemed to have been achieved at target or, if greater, actual levels of performance), (ii) such Participant's Awards of Options and SARs (including without limitation options and stock or share appreciation rights received in substitution of an Award) shall remain exercisable by the Participant or the Participant’s beneficiary or legal representative, as the case may be, for a period of one-year thereafter (but not beyond the stated term of such Option or SAR), (iii) all of such Participant's Restricted Stock Units and Performance Stock Units (including without limitation restricted stock units and performance stock units received in substitution of an Award) shall be settled within 30 days after such termination and (iv) all Other Stock-Based Awards held by such Participant (including without limitation any other stock-based awards received in substitution of an Award) shall be settled within 30 days after such termination; provided, however, that with respect to clauses (iii) and (iv), if settlement of such Awards on the date described in this Section 7.2 would violate Code Section 409A, then such Award instead shall be settled in full at the time it otherwise would have been settled in connection with a termination of employment or service without Cause, for Good Reason or due to death or Disability, as applicable. Notwithstanding the foregoing or anything else in the Plan to the contrary, this Section 7.2 shall not apply with respect to a Change in Control (i) involving a restructuring, reorganization or similar or analogous event in which the stockholders of the Company immediately before such event have “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of the Company, or of the resulting entity, immediately after such event in substantially the same proportions as their ownership of Shares of the Company immediately before such event, (ii) resulting from acquisitions by the Company or any of its Subsidiaries, (iii) resulting from the acquisition by any employee benefit plan of the Company or any of its Subsidiaries, (iv) resulting from an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company, (v) resulting from an acquisition, directly or indirectly, by any Person who, on the Effective Date, directly or indirectly, owns (or has the right to acquire, exchange for, or convert into) at least 25% of the Company's Voting Securities or (vi) resulting from a Person who, as of immediately prior to such event, already has “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of at least 50% of the Company's Voting Securities.

Section 8.               Adjustments upon Changes in Capitalization.

8.1.           In order to prevent dilution or enlargement of the rights of Participants under the Plan as a result of any dividend payable in shares, recapitalization, forward share split or reverse share split, reorganization, spin-off, extraordinary cash distribution or other similar or analogous corporate transaction or event, in any case, that occurs on or after the date the Plan is approved by the Board (even if such date is prior to the Effective Date), that affects the Shares and which is effected without the receipt of consideration by the Company, the Committee shall adjust (i) the number and kind of securities which may thereafter be issued in connection with Awards, (ii) the number and kind of securities issuable in respect of outstanding Awards, (iii) the Cap and the specific Share limitations under Section 5 hereof and (iv) the exercise or grant price relating to any Award. Any such adjustment shall be made in an equitable manner which reflects the effect of such transaction or event. It is provided, however, that in the case of any such transaction or event, the Committee may make any additional adjustments to the items in clauses (i) through (iv) above which it deems appropriate in the circumstances, or make provision for a cash payment with respect to any outstanding Award.

8.2.          In addition to the adjustments described in Section 8.1 above, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards, including without limitation any Performance Goals, in recognition of unusual or nonrecurring events affecting the Company or any Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles (including, without limitation, (a) asset write-downs; (b) significant litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reporting results; (d) any reorganization and/or restructuring programs or change in the corporate structure or capital structure of the Company or a Subsidiary; (e) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year or period; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events or objectively determinable category thereof; (h) foreign exchange gains and losses; and (i) a change in the Company’s fiscal year).

8.3.          If Sections 7 and 8 hereof could both apply to an event, Section 7 hereof shall control.

Section 9.              Termination and Amendment.

9.1.          Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of the Company’s stockholders or Participants, except that any such amendment or alteration shall be subject to the approval of the Company’s stockholders if (i) such action would increase the number of Shares subject to the Plan (other than in connection with adjustments under Section 8.1 hereof) or (ii) such stockholder approval is required by any applicable federal, state or foreign law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit such other changes to the Plan to the Company’s stockholders for approval; provided, however, that except as provided in Section 18 hereof, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any outstanding Award unless such amendment, alteration, suspension, discontinuation or termination is required by law or the rules of any applicable securities exchange.

9.2.          The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that except as provided in Section 18 hereof, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may materially and adversely affect the rights of such Participant under such Award unless such amendment, alteration, suspension, discontinuation or termination is required by law or the rules of any applicable securities exchange.

9.3.          No Repricing. Notwithstanding anything in the Plan or an Award Agreement to the contrary, no underwater Option or underwater SAR may be repriced, replaced or regranted through cancellation, nor may any underwater Option or underwater SAR be repurchased for cash, in any case, without the approval of the stockholders of the Company.

9.4.          Override. Notwithstanding anything contained in this Section 9 to the contrary, nothing contained in this Section 9 shall prevent the Committee from taking any action provided for in Sections 7 and/or 8 hereof (and no Participant consent shall be needed to take any such action).

Section 10.            No Right to Award, Employment or Service.

No Employee, Consultant or Non-Employee Director shall have any claim to be granted any Award under the Plan, and there is no obligation that the terms of Awards be uniform or consistent among Participants. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Subsidiary. For purposes of the Plan, a transfer of employment or service between the Company and any of its Subsidiaries shall not be deemed a termination of employment or service; provided, however, that individuals employed by, or otherwise providing services to, an entity that ceases to be a Subsidiary shall be deemed to have incurred a termination of employment or service, as the case may be, as of the date such entity ceases to be a Subsidiary unless such individual becomes an employee of, or service provider to, the Company or another Subsidiary as of the date of such cessation. A change in status from Employee to Consultant shall be deemed to be a termination of employment, unless otherwise determined by the Committee. The Committee may adopt rules and make determinations on how a leave of absence will impact an Award, including, without limitation, tolling the vesting schedule or treating such leave of absence as a termination of employment or other service (such rules may be applied retroactively).

Section 11.            Taxes.

Each Participant must make appropriate arrangement acceptable to the Company in its discretion for the payment of any taxes relating to an Award granted hereunder. The Company or any Subsidiary is authorized to withhold from any payment relating to an Award under the Plan, including without limitation from a distribution of Shares or cash, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable, including using any other method of obtaining the necessary payment or proceeds, as permitted by law, to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award (including without limitation withholding from any payroll or other payment due to a Participant). This authority shall include the ability to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations. The Committee may (in its sole discretion) determine to reduce the number of Shares that would otherwise be deliverable upon the exercise, settlement or vesting (as applicable) of an Award by the number of whole Shares having a Fair Market Value on the date of exercise, settlement or vesting (as applicable) equal to the withholding taxes then due (with cash to be paid by the Participant for any shortfall). Withholding of taxes in the form of Shares with respect to an Award shall not occur at a rate that equals or exceeds the rate that would result in liability accounting treatment.

Section 12.            Limits on Transferability; Beneficiaries.

No Award or other right or interest of a Participant under the Plan shall be (i) pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any Person other than the Company or any Subsidiary, or (ii) assigned or transferred by such Participant other than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or (with respect to Awards other than Incentive Stock Options) his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that Non-Qualified Options, SARs, Performance Stock and Restricted Stock be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships and other family entities in which such family members are the only partners (any vesting conditions shall be unaffected by such transfer). The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a trust) to exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary, guardian, legal representative or other Person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

Section 13.            Foreign Nationals.

Without amending the Plan, Awards may be granted to Employees, Consultants and Non-Employee Directors who are foreign nationals or are employed or providing services outside the United States or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purpose of the Plan. Moreover, the Committee may approve such supplements to, or sub-plans, amendments, restatements or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose, provided that no such supplements, sub-plans, amendments, restatements or alternative versions shall include any provisions that are prohibited by the terms of the Plan, as then in effect, unless the Plan could have been amended to eliminate such prohibition without further approval by the stockholders of the Company.

Section 14.            Securities Law Requirements.

14.1.        No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities or stock exchange, or adversely affect the registration or qualification of the Company’s Shares under any state or federal law, or otherwise violate any law, rule or regulation, or (ii) require the consent or approval of any regulatory or supervising body or stockholders. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until it is done in compliance with all applicable laws, rules and regulations, and such listing, registration, qualifications, consents or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of any Award or any portion of any Award during the period when issuance has been suspended (provided, however, that if permitted under Code Section 409A, the Committee may toll the expiration date of an Award such that it will not terminate during any such period of suspension).

14.2.        The Committee may require, as a condition to the issuance of Shares hereunder, representations, warranties and agreements to the effect that such Shares are being purchased or acquired by the Participant for investment only and without any present intention to sell or otherwise distribute such Shares, and that the Participant will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder.

Section 15.            Termination.

Unless earlier terminated, the Plan shall terminate with respect to the grant of new Awards on the earlier of the 10-year anniversary of the date the Plan was approved by the stockholders of the Company or the 10-year anniversary of the date the Plan was approved by the Board, and no Awards under the Plan shall thereafter be granted; provided that no such termination shall impact Awards that were granted prior to such termination.

Section 16.            Fractional Shares.

The Company will not be required to issue any fractional Shares pursuant to the Plan. The Committee may provide for the elimination of fractions and settlement of such fractional Shares in cash, in its sole discretion.

Section 17.            Discretion.

In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any Employee, any Consultant, any Non-Employee Director, the Company, any Subsidiary, any affiliate, any stockholder or any other Person.

Section 18.            Code Section 409A.

The Plan and all Awards are intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith without increasing the cost to the Company. In the event that a Participant is a “specified employee” within the meaning of Code Section 409A, and a payment or benefit provided for under the Plan would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after such Participant’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following such Participant’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Participant in a lump-sum, without interest, on the earlier of (i) the first business day of the seventh month following the month in which such Participant’s separation from service occurs or (ii) the tenth business day following such Participant’s death (but not earlier than if such delay had not applied). A Participant’s right to receive any installment payments under an Award Agreement, including without limitation as the result of any deferral of an Award in accordance with Code Section 409A, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. Notwithstanding anything contained in the Plan or in an Award Agreement to the contrary, neither the Company, any member of the Committee nor any Subsidiary shall have any liability or obligation to any Participant or any other Person for taxes, interest, penalties or fines (including without limitation any of the foregoing resulting from (i) the application of Code Section 4999 or (ii) the failure of any Award granted hereunder to comply with, or be exempt from, Code Section 409A). For purposes of any Award that constitutes “non-qualified deferred compensation” under Code Section 409A, the terms “termination of employment” or “termination of service” and similar phrases to each shall mean “separation from service” within the meaning of Code Section 409A.

Section 19.            Governing Law; Dispute Resolution; WAIVER OF JURY TRIAL

Except where U.S. Federal law is applicable to or controls any part of this Plan, the validity, construction and effect of this Plan shall be construed and enforced in accordance exclusively under the laws of the State of Delaware, without giving effect to the choice of law principles thereof. Any dispute not amicably resolved between the Company or any of its Subsidiaries or Affiliates on the one hand and a Participant on the other shall be subject to the exclusive jurisdiction of the Federal courts located in the borough of Manhattan, New York City, New York (or if Federal jurisdiction does not exist, then the state courts located in the borough of Manhattan, New York City, New York). BY ACCEPTING ANY AWARD UNDER THIS PLAN, THE COMPANY, EACH SUBSIDIARY THEREOF AND EACH PARTICIPANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS PLAN, ANY AWARD AGREEMENT OR ANY AWARD, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF ANY OF THE FOREGOING (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).

Section 20.            Recoupment/Share Ownership.

Any Award granted pursuant to the Plan (and all Shares acquired hereunder) shall be subject to mandatory repayment and clawback pursuant to any clawback and recoupment policy of the Company as may be in effect from time to time (including any such policy enacted after the grant date of the applicable Award or acquisition of the applicable Share), and as may be otherwise required by law or the rules of any applicable securities exchange. Additional recoupment and clawback policies may be provided in the Participant’s Award Agreement. In addition, all Awards granted under the Plan (and all Shares acquired hereunder) shall be subject to the holding periods set forth in the Company’s stock ownership guidelines, as in effect from time to time.

Section 21.            Effective Date.

The Plan shall become effective upon the Effective Date.

[end of Plan]

Exhibit 10.9

GLOBAL BUSINESS TRAVEL GROUP, INC.

EMPLOYEE STOCK PURCHASE PLAN

Adopted by the Board of Directors May 27, 2022

Approved by the Stockholders May 25, 2022

GLOBAL BUSINESS TRAVEL GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.      PURPOSE OF THE PLAN.

The Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide Eligible Employees (as defined below) the opportunity to increase their proprietary interest in Global Business Travel Group, Inc. (the “Company”) by conveniently purchasing shares of the Company’s Class A common stock (the “Stock”).

The Plan is composed of two components: a 423 Component and a Non-423 Component. The 423 Component is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the provisions of the 423 Component will be construed in a manner consistent with the requirements of Section 423 of the Code. The Plan also authorizes participation in the Plan under the Non-423 Component under terms that do not meet the requirements of Section 423 of the Code.

The Company shall be permitted to grant rights to purchase Stock under separate offerings not having identical terms (provided that such terms are not inconsistent with the terms of the Plan and, with respect to an offering under the 423 Component, the requirements of Section 423 of the Code), and offerings may run concurrently (in whole or in part) with each other.

Each offering under the Non-423 Component shall be separate and distinct from (and shall not be included in or be part of) any offering under the 423 Component, and each offering to a Participating Company shall be treated as an offering that is separate from any other offering made to another Participating Company, in each case, even if such offerings are running concurrently (in whole or in part) and/or have common terms and conditions.

The Plan and any offering under the Plan shall be deemed to be a separate opportunity provided by the Company to Eligible Employees under the terms of the Plan and not part of any employment agreement with the Company or any of its Subsidiaries, Qualifying Subsidiaries or Affiliates.

SECTION 2.     DEFINITIONS.

(a)          “423 Component” means the portion of the Plan under which any right to purchase Stock shall be granted in a manner that is intended to satisfy the requirements of Section 423 of the Code.

(b)           “Affiliate” means any branch or representative office or other disregarded entity of the Company or a Qualifying Subsidiary or Subsidiary, as determined by the Committee, whether now or hereafter existing.

(c)            “Board” means the Board of Directors of the Company, as constituted from time to time.

(d)            “Change in Control” shall have the meaning set forth in the Company’s most recently adopted equity incentive plan as of the date of determination, as in effect from time to time.

(e)            “Committee” means the duly constituted committee appointed by the Board to administer the Plan, as described in Section 3 of the Plan. If no such committee is appointed, the Compensation Committee of the Board shall be the Committee.

(f)             “Compensation” means all of an Eligible Employee’s base salary or hourly wages. “Compensation” shall exclude (i) commissions, bonuses and special incentive payments (such as, without limitation, those under the annual incentive plan, sales incentive plan and the long-term incentive award plan), (ii) equity compensation and income attributable to equity-based awards (including, without limitation, amounts realized from the exercise of any stock option and any dividends paid with respect to equity awards), (iii) all non-cash items, (iv) pre-tax contributions made by the Participant under Sections 401(k) or 125 of the Code or under any similar arrangements available under laws outside the United States and (v) allowances and other miscellaneous payments, including, without limitation, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits and benefits received under employee benefit plans. The Committee shall determine whether a particular item not listed in this Section 2(f) is included in Compensation. In addition, and notwithstanding the foregoing, with respect to any Offering Period, the Committee may modify the definition of Compensation for such Offering Period, provided that (i) such definition satisfies the requirements of Section 423 of the Code with respect to the 423 Component, (ii) such definition is established in writing and made available to Eligible Employees prior to the commencement of such Offering Period and (iii) such modified definition shall apply only for that Offering Period unless otherwise specified in writing by the Committee.

(g)            “Effective Date” means May 27, 2022.

(h)            “Eligible Employee” means any individual who (i) is an Employee of a Participating Company and (ii) does not own 5% or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Qualifying Subsidiary, including, for purposes of this provision, through application of the rules of Section 424(d) of the Code. The foregoing notwithstanding, an individual who is a citizen or resident of a jurisdiction other than the United States (even if he or she is also a citizen of the United States or a resident alien) shall not be considered an Eligible Employee if, as determined in the sole discretion of the Committee, (i) his or her participation in the Plan is prohibited by the laws or regulations of any country which has jurisdiction over him or her or (ii) compliance with the laws and regulations of the foreign country that has jurisdiction over him or her would cause the Plan or an offering under the 423 Component to violate Section 423 of the Code. In addition, and notwithstanding the foregoing, with respect to any Offering Period, the Committee may modify the definition of Eligible Employee for such Offering Period by excluding the following class or classes of Employees: (i) Employees who have been employed for less than two (2) years (or such lesser period of time as may be determined by the Committee in its discretion); (ii) Employees whose customary employment is for twenty (20) hours or less per week (or such lesser period of time as may be determined by the Committee in its discretion); (iii) Employees who are customarily employed for five (5) months or less in any calendar year (or such lesser period of time as may be determined by the Committee in its discretion), (iv) Employees who are “highly compensated employees” (within the meaning of Section 414(q) of the Code) of a Participating Company and (v) Employees who are “highly compensated employees” (within the meaning of Section 414(q) of the Code) of a Participating Company with compensation above a certain level; provided that (i) such definition satisfies the requirements of Section 423 of the Code with respect to the 423 Component, (ii) such definition is established in writing and made available to Employees prior to the commencement of such Offering Period, (iii) such modified definition shall apply only for that Offering Period unless otherwise specified in writing by the Committee and (iv) such definition shall be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

(i)            “Employee” means an individual who is a common-law employee of a Participating Company and, if such employee is employed in the United States, whose earnings are reported on a Form W-2. For the avoidance of doubt, the term “Employee” shall not include any consultant, independent contractor or non-employee director of a Participating Company.

(j)            “Fair Market Value” means, on any given date (i) if the Stock is listed on any established U.S. stock exchange or a U.S. national market system, the closing sales price for such Stock as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable (or, if no closing sales price was reported on that date, as applicable, on the last preceding trading date such closing sales price was reported); (ii) if the foregoing clause (i) does not apply, then if the Stock is regularly quoted by a recognized U.S. securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for the Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last preceding trading date such bids and asks were reported); or (iii) if the foregoing clauses (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine in accordance with Section 423 of the Code.

(k)           “Non-423 Component” means the portion of the Plan under which the right to purchase Stock may be granted in a manner that is not intended to satisfy the requirements of Section 423 of the Code.

(l)            “Offering Period” means a period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a) of the Plan, which shall not exceed twenty-seven (27) months.

(m)          “Parent” has the meaning given to such term under U.S. Treasury Regulation Section 1.424-1(f). As used in the Plan, “Parent” shall mean a Parent of the Company.

(n)           “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(b) of the Plan.

(o)           “Participating 423 Company” means any of the following that is designated by the Committee as participating in the 423 Component: (i) the Company, (ii) any present or future Parent and/or (iii) any present or future Qualifying Subsidiary.

(p)            “Participating Company” means each Participating 423 Company and Participating Non-423 Company.

(q)           “Participating Non-423 Company” means any of the following that is designated by the Committee as participating in the Non-423 Component: (i) the Company, (ii) any present or future Parent, (iii) any present or future Subsidiary and/or (iv) any present or future Affiliate. Unless determined otherwise by the Committee, only entities incorporated or formed outside of the United States shall be Participating Non-423 Companies.

(r)             “Plan Account” means the account established for each Participant pursuant to Section 8(a) of the Plan.

(s)           “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b) of the Plan.

(t)            "Qualifying Subsidiary" means a "subsidiary," as defined under U.S. Treasury Regulation Section 1.424-1(f). As used in the Plan, “Qualifying Subsidiary” shall mean a Qualifying Subsidiary of the Company.

(u)           “Subsidiary” means any corporation, partnership, joint venture, company or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

SECTION 3.      ADMINISTRATION OF THE PLAN.

(a)           General. The Plan shall be administered by the Committee. To the extent permitted by applicable law, the Committee may delegate some or all of its authority with respect to the Plan to any executive officer of the Company or any other person or persons (or entity or entities) designated by the Committee, in each case, acting individually or as a committee.

(b)           Committee Authorities. The Committee shall have the exclusive power and authority to administer the Plan, including, without limitation, the right and power to interpret the provisions of the Plan and make all determinations deemed necessary or advisable for the administration of the Plan (including, without limitation, a determination as to whether a Change in Control has occurred, whether to designate the Company, a Parent, a Qualifying Subsidiary or a Subsidiary as a Participating 423 Company or as a Participating Non-423 Company (as applicable) and whether to establish separate offerings). All such actions, interpretations and determinations that are done or made by the Committee shall be final, conclusive and binding on the Company, the Participating Companies, the Participants and all other persons and entities, and shall not subject the Committee (or its members) to any liability.

SECTION 4.      ENROLLMENT AND PARTICIPATION.

(a)           Offering Periods. Two Offering Periods shall commence in each calendar year, which shall be the periods commencing on January 1 and ending on June 30 and commencing on July 1 and ending on December 31; provided, however, that the first Offering Period may commence on a different date as determined by the Committee, but shall end on June 30 of the year commenced if commenced prior to June 30 or on December 31 of the year commenced if commenced after June 30. Notwithstanding the foregoing, the Committee may establish different beginning and ending dates for Offering Periods in its discretion.

(b)            Enrollment. Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with the Company or its designee according to procedures established by the Committee.

(c)            Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan (according to the elections made on the Participant’s most recently-filed enrollment form) until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 6(a) of the Plan or reaches the end of the Offering Period in which his or her contributions were discontinued under Section 5(c) or Section 9(b) of the Plan. A Participant who discontinued his or her contributions under Section 5(c) of the Plan or withdrew from the Plan under Section 6(a) of the Plan may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Section 4(b) of the Plan. A Participant whose employee contributions were discontinued automatically under Section 9(b) of the Plan shall automatically resume participation at the beginning of the next Offering Period in which such Participant’s participation would not be limited by Section 9(b) of the Plan, if he or she then is an Eligible Employee.

SECTION 5.        EMPLOYEE CONTRIBUTIONS.

(a)            Frequency of Employee Contributions. A Participant may make contributions to the Plan for purchasing shares of Stock by means of payroll deductions (unless payroll deductions are not permitted under applicable laws or regulations or unless the Company determines that another means of making employee contributions is necessary or appropriate for legal or administrative reasons).

(b)            Amount of Employee Contributions. An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to contribute to the Plan with respect to the applicable Offering Period. Such portion shall be a whole percentage of the Eligible Employee’s Compensation but not less than 1% nor more than 15% of the Eligible Employee’s Compensation with respect to the applicable Offering Period. A Participant may not change the rate of his or her contributions during an Offering Period unless the Participant seeks (i) to discontinue contributions under Section 5(c) of the Plan or (ii) to withdraw from the Plan under Section 6(a) of the Plan, and, in either such case, the Company will cease contributions on behalf of the Participant as soon as reasonably practicable (which may not be until the payroll period following receipt of the applicable form or later). In addition, and notwithstanding the foregoing, with respect to any Offering Period, the Committee may modify the contribution limits for such Offering Period, provided that (i) such modification satisfies the requirements of Section 423 of the Code with respect to the 423 Component, (ii) such new contribution limits are established in writing and provided to Eligible Employees prior to the commencement of such Offering Period and (iii) such new contribution limits shall apply only for that Offering Period unless otherwise specified in writing by the Committee.

(c)            Discontinuing Employee Contributions. A Participant may discontinue contributions by filing a new enrollment form. Any contributions made from payroll shall cease as soon as reasonably practicable (which may not be until the payroll period following receipt or later). A Participant who has discontinued employee contributions may not resume such contributions until the next Offering Period. If a Participant discontinues contributions, previously made contributions shall remain in the Participant’s Plan Account (and will be used to purchase Stock) unless and until the Participant withdraws from the Plan in accordance with the provisions of Section 6 of the Plan.

SECTION 6.      WITHDRAWAL FROM THE PLAN.

(a)            Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company or its designee at any time before the last day of an Offering Period. As soon as reasonably practicable thereafter, contributions shall cease and all employee contributions made by the Participant for the then current Offering Period shall be refunded to the Participant in cash, without interest. No partial withdrawals shall be permitted.

(b)            Re-enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b) of the Plan. Re-enrollment shall be effective only at the commencement of an Offering Period.

SECTION 7.      CHANGE IN EMPLOYMENT STATUS.

(a)           Termination of Employment. Termination of employment with a Participating Company, or otherwise ceasing to be an Eligible Employee, for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a) of the Plan, unless, with respect to an offering under the Non-423 Component, otherwise required by applicable laws or regulations. A transfer from one Participating Company to another shall not be treated as a termination of employment unless required to comply with Section 423 of the Code with respect to the 423 Component.

(b)           Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by a Participating Company in writing or if such leave of absence is protected under applicable laws or regulations. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

(c)            Death. In the event of the Participant’s death, any amounts then held in the Participant’s Plan Account and any shares of Stock then held in the Participant’s name by the Company or the broker designated by the Company shall be paid or transferred to the Participant’s estate or as otherwise required by applicable laws of descent and distribution, or as may be otherwise provided pursuant to Section 8(e) of the Plan.

SECTION 8.      PLAN ACCOUNTS AND PURCHASE OF SHARES.

(a)            Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is contributed to the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the general assets of the Company or any Parent, Qualifying Subsidiary, Subsidiary or Affiliate and applied to general corporate purposes, unless otherwise required by applicable law or regulation. Unless required by applicable law or regulation, no interest will be paid or credited with respect to any amounts held in a Participant’s Plan Account.

(b)            Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Offering Period shall be not less than the lesser of (i) 85% of the Fair Market Value of such share on the last day of such Offering Period and (ii) 85% of the Fair Market Value of such share on the first day of such Offering Period, as determined by the Committee prior to the commencement of the applicable Offering Period.

The Committee may round the Purchase Price up (but not down) to a whole cent, and in no event shall the Purchase Price be less than the par value of the shares of Stock being purchased.

(c)            Number of Shares Purchased. As of the last day of each Offering Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Section 8(c), unless the Participant has withdrawn from the Plan under Section 6(a) or Section 7 of the Plan. The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than 10,000 shares of Stock (subject to adjustment pursuant to Section 14(b) of the Plan) with respect to any Offering Period (or, if the Board determines that a different number of Offering Periods shall commence in each calendar year in accordance with Section 4(a) of the Plan, a proportionate number of shares of Stock (subject to adjustment pursuant to Section 14(b) of the Plan) with respect to any Offering Period) nor more than the amounts of Stock set forth in Sections 9(b) and 14(a) of the Plan. Any fractional share, as calculated under this Section 8(c), shall be rounded down to the next lower whole share (with the Purchase Price for such fractional share to be carried over to the next Offering Period). To the extent permitted by law, the Committee may adjust the individual share limit set forth in this Section 8(c) from time to time without stockholder or Participant approval, provided that any such change shall not apply until the Offering Period commencing after such change is made (and such change shall automatically adjust the share number set forth in Section 9(a)(iii) of the Plan to the same amount).

(d)           Available Shares Insufficient. In the event that the aggregate number of shares of Stock that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares of Stock remaining available for issuance under Section 14(a) of the Plan, then the number of shares of Stock a Participant shall purchase shall be determined by multiplying the number of shares of Stock available for issuance by a fraction, the numerator of which is the number of shares of Stock that such Participant has elected to purchase and the denominator of which is the number of shares of Stock that all Participants have elected to purchase.

(e)           Issuance of Shares. Shares of Stock shall be issued either in book entry form or in certificates. Certificates, if any, representing the shares of Stock purchased by a Participant under the Plan shall be issued to the Participant, or book entry in the Participant’s name shall be made, as soon as reasonably practicable after the close of the applicable Offering Period, except that the Committee may determine that such certificates shall be held for each Participant’s benefit by a broker designated by the Committee. Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community property or in such other manner of taking title as may be permitted under applicable law or regulation; provided, however, that unless otherwise required by applicable law or specified by the Participant in writing, shares of Stock purchased under the Plan will be registered in the name of the Participant.

(f)            Transfer of Shares. If certificates representing shares of Stock are not otherwise issued to the Participant in connection with the purchase of such shares at the end of an Offering Period, a Participant may elect to transfer any number of shares of Stock previously purchased under the Plan by providing notification and transfer instructions to Company or the broker designated by the Company, in accordance with procedures established under the Plan. As soon as administratively practicable following receipt of a Participant’s election to transfer shares of Stock, the Company or the designated broker shall cause a transfer of the shares or a certificate representing the number of shares to be transferred to be delivered to the Participant or a broker designated by the Participant.

(g)           Unused Cash Balances. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for shares that could not be purchased by reason of Section 9(b) or Section 14(a) of the Plan or otherwise shall be refunded to the Participant in cash, without interest, promptly after the end of the applicable Offering Period (unless otherwise required by Section 8(c) with respect to fractional shares).

SECTION 9.      LIMITATIONS ON STOCK OWNERSHIP.

(a)            Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Qualifying Subsidiary. For purposes of this Section 9(a), the following rules shall apply:

(i)            the attribution rules of Section 424(d) of the Code shall be applied in determining ownership of Stock;

(ii)           each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this Plan or any other plan or arrangement; and

(iii)        each Participant shall be deemed to have the right to purchase under this Plan with respect to each Offering Period 10,000 shares of Stock (as adjusted pursuant to Section 8(c) of the Plan), subject to adjustment pursuant to Section 14(b) of the Plan.

(b)            Dollar Limit. Any other provision of the Plan notwithstanding, consistent with Treasury Regulation Section 1.423-2(i), no Participant shall purchase Stock under this Plan and all other employee stock purchase plans of the Company or any Parent or Qualifying Subsidiary at a rate that exceeds $25,000 in fair market value of the Stock (determined at the time the option is granted) for each calendar year in which any option granted to the Participant is outstanding at any time.

For purposes of this Section 9(b), the Fair Market Value of Stock shall be determined as of the first day of the Offering Period in which such Stock is purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded by this Section 9(b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued, and shall resume (in accordance with the Participant’s most recently-filed enrollment form) on the first day of the earliest Offering Period in which this Section 9(b) would not prohibit such participation, provided that he or she then is an Eligible Employee.

SECTION 10.     RIGHTS NOT TRANSFERABLE.

The rights of any Participant under the Plan, or the interest in any Stock or moneys to which any Participant may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any manner other than by beneficiary designation or the laws of descent and distribution. If a Participant attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than as permitted by this Section 10, such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a) of the Plan.

SECTION 11.     NO RIGHTS AS AN EMPLOYEE.

Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause, to the fullest extent permitted by applicable laws or regulations.

SECTION 12.     NO RIGHTS AS A STOCKHOLDER.

A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased and transferred or credited to the Participant.

SECTION 13.     SECURITIES LAW REQUIREMENTS.

Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including, without limitation, the U.S. Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, all state securities laws and regulations, any applicable non-U.S. securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities are then traded or listed.

SECTION 14.    STOCK OFFERED UNDER THE PLAN.

(a)           Authorized Shares. The aggregate number of shares of Stock available for purchase under the Plan as of the Effective Date shall be 11,068,989 and on January 1 of each year during which the Plan is in effect, commencing on January 1, 2023, the number of shares of Stock available for purchase under the Plan shall be increased by the lesser of (x) 11,068,989 shares of Stock, (y) 1% of the number of shares of all classes of common stock of the Company outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis, including derivative securities of the Company and securities of GBT JerseyCo Limited that may become convertible for equity securities of the Company), and (z) such lesser number of shares of Stock as the Board may determine, in each case, as subject to adjustment as provided in this Section 14. Shares of Stock issued under the Plan may be shares already outstanding or newly issued or treasury shares. Notwithstanding the foregoing or anything contained in the Plan to the contrary, not more than 65,085,654 shares of Stock may be issued under the 423 Component, and not more than 65,085,654 shares of Stock may be issued under the Non-423 Component.

(b)           Changes in Capitalization. In the event of a reorganization, recapitalization, stock split, spin-off, split-off, split-up, stock or extraordinary cash dividend or other distribution, combination of shares, merger, amalgamation, consolidation or any other change in the corporate structure of the Company, or a sale by the Company of all or part of its assets, in any case, that occurs on or after the date the Plan is approved by the Board (even if such date is prior to the Effective Date), the Committee shall make such adjustments to the aggregate number of shares of Stock offered under the Plan, the number of shares set forth in clause (x) of Section 14(a) of the Plan, the share limitation described in Section 8(c) of the Plan (and the corresponding number of shares specified in clause (iii) of Section 9(a) of the Plan) and/or the price of shares that any Participant may elect to purchase under the Plan as may be necessary to prevent the dilution or enlargement of Participants’ rights. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, amalgamation, consolidation or other reorganization or corporate transaction of any kind or type.

(c)            Change in Control. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Change in Control, the Plan shall terminate and shares shall be purchased pursuant to Section 8 of the Plan as if the Offering Period during which such Change in Control occurs was scheduled to end on the day immediately preceding such Change in Control, unless the Plan is expressly assumed by the surviving corporation, the buyer or an affiliate of the foregoing. In addition, in anticipation of a Change in Control, the Committee may take any action under the Plan as it deems necessary or appropriate, including, without limitation, terminating the Plan and preventing Participants from continuing their contributions to the Plan.

SECTION 15.    WITHHOLDING

To the extent any payments, exercises, purchases or distributions under the Plan, or at the time a Participant disposes of some or all of the shares of Stock he or she acquired under the Plan, are determined by any Participating Company to be subject to U.S. Federal, state or local taxes, or the taxes of a jurisdiction other than the United States, the Participating Company (and each affiliate thereof) is authorized (but not obligated) to withhold any required taxes. The withholding obligation may be satisfied by (i) withholding shares of Stock purchased under the Plan; (ii) withholding from the proceeds from the sale of shares of Stock purchased under the Plan, either through a voluntary sale or through a mandatory sale arranged by the Company; (iii) deducting cash from a Participant’s Plan Account; (iv) deducting cash from a Participant’s other cash compensation payable to him or her by any Participating Company (or any affiliate thereof) or (v) any other method deemed appropriate by the Participating Company (or any affiliate thereof), in each case, as approved by the Committee. A Participant’s election to participate in the Plan authorizes any Participating Company (and any affiliate thereof) to take any of the actions described in the preceding sentence. Withholding in shares of Stock shall occur at a rate that is less than the rate that would result in liability or variable accounting treatment. Participants who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Company, any Parent or any Subsidiary may elect to have withholding occur by reducing the number of shares of Stock otherwise to be received by them upon the purchase of shares of Stock under the Plan (or by using shares of Stock otherwise credited to their Plan Account that have been held for more than six months).

SECTION 16.     GOVERNING LAW; DISPUTE RESOLUTION; WAIVER OF JURY TRIAL

Except where U.S. Federal law is applicable to or controls any part of this Plan, the validity, construction and effect of this Plan shall be construed and enforced in accordance exclusively under the laws of the State of Delaware, without giving effect to the choice of law principles thereof. Any dispute not amicably resolved between the Company or any of its Subsidiaries, Qualifying Subsidiaries or Affiliates on the one hand and a Participant on the other shall be subject to the exclusive jurisdiction of the Federal courts located in the borough of Manhattan, New York City, New York (or if Federal jurisdiction does not exist, then the state courts located in the borough of Manhattan, New York City, New York). BY PARTICIPATING IN THIS PLAN, THE COMPANY, EACH SUBSIDIARY, QUALIFYING SUBSIDIARY AND AFFILIATE AND EACH PARTICIPANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS PLAN, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).

SECTION 17.     NON-423 COMPONENT AND SUB-PLANS

The Board and/or the Committee may adopt procedures and sub-plans to this Plan that are necessary or appropriate to permit or facilitate participation in the Plan by Eligible Employees who are employed or located in a jurisdiction other than the United States or to generally operate the Plan in jurisdictions outside the United States (provided that such procedures or sub-plans would not result in (i) the Plan failing to be eligible to qualify under Section 423 of the Code or (ii) any offering under the 423 Component not complying with Section 423 of the Code). Without limiting the generality of, but consistent with, the foregoing, the Board and/or the Committee are expressly authorized to adopt rules, procedures, and sub-plans, which, for purposes of the Non-423 Component, may be beyond the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, excluding Employees in certain countries under the Non-423 Component (even if employed by a Participating Company), handling and making of employee contributions under the Plan, satisfying payroll taxes, determining beneficiaries, withholding procedures and issuances of Stock, any of which may vary from time to time and between jurisdictions, as determined by the Board and/or the Committee.

SECTION 18.    TAX QUALIFICATION.

The 423 Component is intended to be exempt from the application of Section 409A of the Code under Section 1.409A-1(b)(5)(ii) of the U.S. Treasury Regulations. Purchases of Stock by Participants who are U.S. taxpayers participating in the Non-423 Component are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to the provisions of this Section 18, Participants who are U.S. taxpayers participating in the Non-423 Component shall be subject to such terms and conditions as shall permit his or her participation in the Plan to satisfy the requirements of the short-term deferral exception to Section 409A of the Code, including the requirement that the shares subject to the right to purchase Stock under the Plan be delivered within the short-term deferral period. Notwithstanding the foregoing or any other provision of the Plan to the contrary, neither the Company nor any Parent, Qualifying Subsidiary or Subsidiary shall have any liability to a Participant or any other person or entity if the right to purchase Stock under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee, the Board, the Company or any Parent, Qualifying Subsidiary or Subsidiary in relation thereto. Notwithstanding the foregoing or any other provision of the Plan to the contrary, although the Company may endeavor to (i) qualify the 423 Component or Non-423 Component for special tax treatment under the laws and regulations of the United States or of a jurisdiction other than the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special, or to avoid unfavorable, tax treatment. The Company and each Parent, Qualifying Subsidiary, Subsidiary and Affiliate shall be unconstrained in their activities without regard to any potentially negative tax impact on any one or more Participants.

SECTION 19.    SEVERABILITY.

If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision shall not affect the other provisions of the Plan, and the Plan shall be construed in all respects as if such invalid provision were omitted. Any provision of the Plan that would cause an offering under the 423 Component to violate Section 423 of the Code shall be null and void ab initio.

SECTION 20.    AMENDMENT AND TERMINATION.

The Board shall have the right to amend, suspend or terminate the Plan, and to shorten an Offering Period (and refund Participant contributions in the event of any such shortening, suspension or termination) at any time and without notice. Any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by applicable law, rule or regulation, including, without limitation, Section 423 of the Code, or by the rules of any applicable stock exchange. No amendment, termination or suspension of the Plan shall require the consent of any Participant unless otherwise required by applicable law or the rules of any applicable stock exchange. The Plan shall terminate on the earlier to occur of (i) a termination of the Plan by the Board (pursuant to this Section 20), (ii) the tenth anniversary of the date the Plan is approved by the Board or (iii) the tenth anniversary of the date the Plan is approved by the stockholders of the Company.

[End of Plan]

Exhibit 10.16 

GLOBAL BUSINESS TRAVEL GROUP, INC.
MANAGEMENT INCENTIVE PLAN

Originally Adopted June 30, 2014 (the “Effective Date”)

Amended and Restated December 10, 2019

Amended and Restated December 2, 2021
Assumed and Restated as of May 27, 2022

1              Background; Purpose of the Plan

On December 10, 2019, GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT III”), completed a restructuring whereby GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”), became the parent company of the GBT group (the “2019 Restructuring”). In connection with the 2019 Restructuring, the GBT III B.V. Management Incentive Plan (the “Original Plan”) was assumed by GBT JerseyCo, amended to reflect the 2019 Restructuring and renamed the GBT JerseyCo Limited Management Incentive Plan (the “Prior Plan”). Pursuant to Section 4.14 of the Original Plan, all of the options granted under the Original Plan that were outstanding at the closing of the 2019 Restructuring were converted into options to purchase shares of Common Stock of GBT JerseyCo and were treated as if they were originally granted under the Prior Plan.

On May 27, 2022, GBT JerseyCo completed a transaction whereby Global Business Travel Group, Inc. (the “Company”), acquired GBT JerseyCo and became the parent company of the GBT group (the “Transaction”). In connection with the Transaction, the Prior Plan was assumed by the Company, was amended to reflect the Transaction as set forth herein and renamed the Global Business Travel Group, Inc. Management Incentive Plan (the “Plan”). Pursuant to Section 4.14 of the Prior Plan, all of the options treated as granted under the Prior Plan that were outstanding at the closing (the “Closing”) of the Transaction (“Converted Options”) were converted into options to purchase shares of Common Stock (as defined below) and were treated as if they were originally granted under this Plan. Following the Closing, no new Options (as defined below) shall be granted under this Plan. References in this Plan to “the Company” in relation to events that occurred prior to the Transaction shall be deemed to refer to GBT JerseyCo or GBT III, as and where applicable. For purposes of the Options and the Option Grant Agreements (as defined below), the Transaction is, and will be treated as, an Initial Public Offering (as defined in the Prior Plan).

The purpose of the Plan is to promote the interests of the Company and its shareholders by providing the key employees, service providers and consultants of the Company and its subsidiaries with an appropriate incentive to encourage them to continue in the employ of the Company or its subsidiaries and to improve the growth, profitability and financial success of the Company and its subsidiaries.

2              Definitions

As used in this Plan and in any Option Grant Agreement, the following capitalized terms shall have the following meanings:

(a)             “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person; provided, that no shareholder of the Company shall be deemed an Affiliate of any other shareholder solely by reason of any investment in the Company except that solely for purposes of the Plan, Amex and its subsidiaries shall be deemed to be Affiliates. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, no Juweel Investor shall be considered an Affiliate of the Company unless expressly noted herein.

(b)             “Amex” shall mean American Express Company.

(c)             “Board” shall mean the Board of Directors of the Company.

(d)             “Business Travel Entities” shall mean business entities with annual revenue of at least $10,000,000 (whether or not for profit) and governmental agencies.

(e)             “Business Travel Services” shall mean business travel agency services provided to Business Travel Entities pursuant to a stand-alone contract to arrange for the business and commercial travel of their employees, excluding Travel Supplier Services, covering an entire enterprise or one or more business units, geographies or divisions thereof.

(f)             “Cause” shall mean, when used in connection with the termination of a Participant’s Employment, unless otherwise provided in the Participant’s Option Grant Agreement or the Participant’s effective, written contract of Employment or severance agreement with the Company or any of its direct and indirect subsidiaries, the Participant’s (i) willful and continued failure to adequately perform substantially all of the Participant’s duties; (ii) failure to devote substantially all of the Participant’s business time to the performance of the Participant’s duties for the Company and its subsidiaries (subject to the ability to engage in activities in accordance with applicable Company policy); (iii) willful misconduct; (iv) unlawful use of a controlled substance; (v) conviction of, or entry of a plea of guilty or no contest to any felony or any crime involving, dishonesty, theft, moral turpitude, breach of trust or breach of a fiduciary duty or their equivalent under local law; (vi) engagement in an act or omission that is detrimental to the business or reputational interests of the Company or its subsidiaries, including but not limited to an act of fraud, embezzlement, disparagement, theft or dishonesty, whether in the past or future (including any such acts occurring prior to the commencement of employment); (vii) habitual or gross negligence in the performance of the Participant’s duties; (viii) material or repeated violation of any policy or practice adopted by the Company or its subsidiaries applicable to the Participant; (ix) breach of any material term of any written employment, service or consulting agreement between the Participant and the Company or its subsidiaries; and (x) violation of any Company or subsidiary detrimental conduct provision. If, subsequent to the termination of a Participant’s Employment, it is discovered that Participant engaged in conduct which the Committee determines in good faith could have resulted in Participant’s Employment being terminated for Cause, as such term is defined above, or if the Participant Competes, the Participant’s Employment shall, at the election of the Committee, in its sole discretion, be deemed to have been terminated for Cause (regardless of how such termination was previously classified).

(g)             “Change in Control” shall mean the occurrence of any of the following events after the Effective Date: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries (determined on a consolidated basis) to any Good Faith Independent Purchaser or group of related Good Faith Independent Purchasers for purposes of Section 13(d) of the Exchange Act (a “Group”); (ii) the approval by the holders of the outstanding voting power of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (iii) any Good Faith Independent Purchaser or related Group thereof becoming the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of securities representing more than 50% of the aggregate outstanding voting power of the Company and such Person or Group actually has the power to vote such securities in any such election of members of the Board. Notwithstanding the foregoing, the Transaction shall not be treated as a Change in Control.

(h)             “Closing” has the meaning set forth in Section 1 above.

(i)              “Code” shall mean the Internal Revenue Code of 1986, as amended.

(j)              “Commission” shall mean the U.S. Securities and Exchange Commission.

(k)             “Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

(l)              “Common Stock” shall mean the Class A common stock of the Company, par value $0.0001 per share.

(m)            “Compete” shall mean with respect to any Participant, unless otherwise provided in the Participant’s Option Grant Agreement, (i) during Employment and for the Restricted Period, (A) being an employee, director, or independent contractor of, or a consultant to, or performing any services for or on behalf of, or being an owner or investor in (other than the ownership of not more than 1% of the publicly traded voting securities of any company listed on a national securities exchange), any Person engaging in any Competing Business, or (B) directly or indirectly, whether on behalf of the Participant or another Person, soliciting (including any communication of any kind, regardless of by whom it is initiated) or hiring or attempting to solicit or hire (x) any actual or prospective customer or supplier of the Company or any of its subsidiaries in connection with any Competing Business or to terminate or alter in a manner adverse to the Company or its subsidiaries such customer’s or supplier’s relationship with the Company or its subsidiaries, or (y) any Employee or individual who was an Employee within the six-month period immediately prior thereto to terminate or otherwise alter his or her Employment with the Company or its subsidiaries or to provide services to another Person (whether as an employee, director, consultant or otherwise), provided that Participant’s employer’s or business organization’s conducting general advertising for employees not directed at any specific Person shall not in and of itself be a violation of this clause (B), or (ii) at any time during or following Employment, disclosing or using any Confidential Information, except as required by legal process or, during Employment, in good faith in furtherance of his or her job responsibilities to the Company and its subsidiaries (provided that if the Participant receives legal process with regard to disclosure of such Confidential Information, he/she shall promptly notify the Company and cooperate with the Company in seeking a protective order with respect to such Confidential Information or to otherwise limit its disclosure). “Competed” and “Competing” shall have correlative meanings. Further, in accordance with the Defend Trade Secrets Act of 2016, (I) the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (II) if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose a trade secret to the Participant’s attorney and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

(n)            “Competing Business” shall mean (i) the provision of Business Travel Services and (ii) any other business in which the Company or any of its subsidiaries was engaged, or is considering engaging in, during the Participant’s Employment or within the twenty-four (24) month period immediately following the Participant’s termination of Employment and of which the Participant was aware or reasonably should have been aware prior to his or her termination of Employment.

(o)            “Confidential Information” shall mean all information regarding the Company, Juweel, the Juweel Investors, any Affiliates of the Company, Juweel or the Juweel Investors or any of the employees, officers and directors of any of the foregoing Persons, including, without limitation, any activity, business, product, customer, client or supplier of any of the foregoing Persons, in any case, that is not generally known by the public or to Persons not employed by the Company, Juweel, the Juweel Investors or their respective Affiliates, including, without limiting the foregoing, information that would not be known to the public but for the actions of or disclosure by, directly or indirectly, the Participant.

(p)            “Disability” shall mean with respect to any Participant, unless otherwise provided in the Participant’s Option Grant Agreement, a permanent disability as defined in the Company’s or its subsidiaries’ long-term disability plans covering such Participant (if any), or as defined from time to time by the Company, in its sole discretion.

(q)            “Effective Date Chairman” means the chairman of the Board of Directors of GBT JerseyCo as of December 10, 2019.

(r)             “Employment” shall mean employment or other service relationship with the Company or any of its subsidiaries and shall include the provision of services as a director, service provider or consultant for the Company or any of its subsidiaries. “Employee” and “Employed” shall have correlative meanings. Employment will be deemed to continue, unless the Committee expressly determines otherwise in its sole discretion, so long as the Participant is employed by, or otherwise is providing services to the Company or one of its subsidiaries. If a Participant’s Employment is with a subsidiary and that entity ceases to be a subsidiary of the Company, the Participant’s Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers Employment to the Company or one of its remaining subsidiaries. All determinations regarding Employment and terminations thereof shall be made by the Committee in its sole discretion.

(s)             “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(t)             “Exercise Date” shall have the meaning set forth in Section 4.11 herein.

(u)             “Exercise Notice” shall have the meaning set forth in Section 4.11 herein.

(v)            “Exercise Price” shall mean the price that the Participant must pay under the Option for each share of Common Stock, as determined by the Committee for each grant and initially specified in the Option Grant Agreement, which shall be no less than the Fair Market Value of a share of Common Stock on the Grant Date, subject to any increase or other adjustment that may be made following the Grant Date in accordance with the Plan. For the avoidance of doubt, with respect to any Premium Strike Option, the Exercise Price of such Option may, in the Committee’s sole discretion, be set at a price that is higher than the applicable Fair Market Value as of the Grant Date of such Option.

(w)            “Fair Market Value” shall mean, as of any date (i) prior to the date on which the Common Stock is first publicly traded on a recognized exchange, the value per share of Common Stock as determined by the Board; or (ii) on which the Common Stock is then publicly traded on a recognized exchange, (A) the closing price on such day of the shares of Common Stock as reported on the principal securities exchange on which the shares of Common Stock are then listed or admitted to trading or (B) if not so reported, the average of the closing bid and ask prices on such day as reported on the National Association of Securities Dealers Automated Quotation System or (C) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. (“NASD”) selected by the Board. The Fair Market Value of the shares of Common Stock as of any such date on which the applicable exchange or inter-dealer quotation system through which trading in the shares of Common Stock regularly occurs is closed shall be the Fair Market Value determined pursuant to the preceding sentence as of the immediately preceding date on which the shares of Common Stock are traded, a bid and ask price is reported or a trading price is reported by any member of NASD selected by the Board (as applicable). In the event that the price of a share of Common Stock shall not be so reported or furnished, the Fair Market Value shall be determined by the Board. In any case, the Fair Market Value shall be determined in accordance with the requirements of Section 409A of the Code, to the extent applicable.

(x)              “Good Faith Independent Purchaser” shall mean an independent third party, as determined by the Board, and expressly excludes each Majority Stockholder, the Juweel Investors, the Amex Permitted Transferees, Juweel Permitted Transferee and the Juweel Investors Permitted Transferees, in each case as defined in the Shareholders Agreement.

(y)            “Good Reason” shall mean with respect to any Participant who is an Employee of the Company or one of its subsidiaries, unless otherwise provided in the Participant’s Option Grant Agreement or an effective employment or severance agreement with the Company or any of its direct or indirect subsidiaries, following a Change in Control, (i) a material decrease in a Participant’s annual base salary (other than as part of an across-the-board reduction applicable to all similarly situated employees of the Company and/or its subsidiaries), or (ii) a relocation of a Participant’s primary work location more than 60 miles from the Participant’s primary work location in effect immediately prior to the Grant Date (provided that such relocation materially increases the Participant’s daily one-way commute to his or her primary work location), each such event occurring following a Change in Control without the Participant’s prior written consent; provided that, within thirty days following the occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his or her intention to terminate his or her Employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant’s right to terminate Employment for Good Reason, and the Company shall not have cured such circumstances within thirty days following the Company’s receipt of such notice.

(z)             “Grant Date” shall mean the grant date designated by the Committee and specified in the Option Grant Agreement as of the date the Option is granted. The Grant Date of Converted Options shall be the date on which they were originally issued under the Original Plan or the Prior Plan (as applicable).

(aa)           “Juweel Investors” shall mean, for so long as such entities remain invested (directly or indirectly) in the Company, Certares GBT Holdings Ltd., QH Travel, L.P., PecosCo Limited Partnership, HMC Juweel Holdings, LP, Macquarie Juweel Investor LP and BR Investors Juweel, L.P.

(bb)          “Majority Stockholder” shall mean, collectively or individually as the context requires, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors Coöperatief U.A. and/or their respective Affiliates (disregarding the Company and its subsidiaries), successors and assigns.

(cc)          “Option” shall mean the option to purchase shares of Common Stock treated as granted to any Participant under the Plan. Any references in the Plan to an “Option” will be deemed to include “Time-Based Options”, “Performance-Based Options” and “Premium Strike Options” unless specifically noted to the contrary. No Option is intended to be (or shall be treated as) an “incentive stock option” under Section 422 of the Code.

(dd)          “Option Grant Agreement” shall mean an agreement entered into by each Participant and the Company evidencing the grant of each Option.

(ee)           “Participant” shall mean a Person to whom a grant of an Option has been made and, where applicable, shall include Permitted Transferees.

(ff)            “Performance-Based Option” shall have the meaning set forth in Section 4.5(b).

(gg)          “Permitted Transferee” shall have the meaning set forth in Section 4.7.

(hh)           “Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

(ii)             “Premium Strike Option” shall have the meaning set forth in Section 4.5(c).

(jj)             “Qualifying CIC Termination” shall mean, unless otherwise provided in the Participant’s Option Grant Agreement, with respect to a Participant, a termination of such Participant’s Employment by the Company or a subsidiary thereof without Cause or by the Participant for Good Reason, in each case within the one-year period following a Change in Control (other than a Change in Control that is also a SPAC Transaction).

(kk)           “Restricted Period” shall mean, unless otherwise provided in the Participant’s Option Grant Agreement, the twenty-four month period following the termination of the Participant’s Employment.

(ll)             “Restrictive Covenants” means the covenants contained in an Option Grant Agreement under the section titled “Restrictive Covenants.”

(mm)          “Shareholders Agreement” shall mean the Shareholders Agreement by and among the Company, American Express Travel Holdings Netherlands Coöperatief U.A. and Juweel Investors Coöperatief U.A., as amended and/or restated from time to time.

(nn)          “Shares” shall mean the shares of capital stock of the Company.

(oo)          “Securities Act” shall mean the Securities Act of 1933, as amended.

(pp)          “Time-Based Option” shall have the meaning set forth in Section 4.5(a).

(qq)          “Transfer” shall mean any transfer, sale, assignment, hedge, gift, testamentary transfer, pledge, hypothecation or other disposition of any interest. “Transferee” and “Transferor” shall have correlative meanings.

(rr)             “Travel Supplier Services” means the ownership or operation of hotels, resorts, other lodging providers, airlines, rail, car rental and other transportation providers.

(ss)           “Vesting Commencement Date” shall mean, with respect to a Time-Based Option, the date specified in the applicable Option Grant Agreement on which the vesting period of such Time-Based Option commences.

3              Administration of the Plan

The Committee shall administer the Plan.

3.1           Powers of the Committee. In addition to the other powers granted to the Committee under the Plan, the Committee shall have the power: (a) to determine, modify or waive the terms and conditions of any Option; (b) to prescribe the form of and terms and conditions of any instrument evidencing a grant of Options, so long as such terms and conditions are not otherwise inconsistent with the terms of the Plan; (c) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable for the administration of the Plan; (d) to construe and interpret the Plan, such rules and regulations and the instruments evidencing grants of Options; (e) to reconcile any inconsistency, correct any defect and/or supply any omission in the Plan or any instrument evidencing any grant of Options; (f) to establish any black-out or exercise restrictions on Options as it deems appropriate in connection with the Closing or other events; (g) to make all other determinations necessary or advisable for the administration of the Plan and Options and otherwise do all things necessary to carry out the purposes of the Plan and Options.

3.2           Determinations of the Committee. Any grant, determination, prescription or other act of the Committee shall be final and conclusively binding upon all Persons.

3.3           Indemnification of the Committee. No member of the Committee nor the Effective Date Chairman, the Majority Stockholders, any Juweel Investor, nor their employees, partners, directors or associates shall be liable for any action or determination made in good faith with respect to the Plan or any grant of Options thereunder. To the full extent permitted by law, the Company shall indemnify and hold harmless each Person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such Person, or such Person’s testator or intestate, is or was a member of the Committee, is or was the Effective Date Chairman or is or was a Majority Stockholder, a Juweel Investor or an employee, partner, director or associate thereof, to the extent such criminal or civil action or proceeding relates to the Plan or any grant made (or treated as made) pursuant to the Plan (provided that such Person acted in good faith and in a manner such Person reasonably believed to be in the best interests of, or not opposed to the best interests of, the Company).

3.4           Compliance with Applicable Law; Securities Matters; Effectiveness of Option Exercise. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of the issuance of any shares of Common Stock to be issued hereunder or to effect similar compliance or registration under any state or non-U.S. laws. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing the shares of Common Stock pursuant to the exercise of any Options, which shares of Common Stock shall be evidenced by book-entry in the books and records of the Company, and may only issue such certificates or make such book entry in the event the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates or making of such book entry is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Common Stock are listed or traded. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements and representations as the Committee, in its sole discretion, deems advisable in order to comply with any such laws, regulations or requirements. The Company may, in its sole discretion, delay the exercisability of an Option hereunder to help ensure compliance under federal, state or non-U.S. securities laws and any exemptions therefrom on which the Company may be relying. The Company shall inform the Participant in writing of its decision to delay the exercise of an Option. During the period that the effectiveness of the exercise of an Option has been delayed, the Participant may, by written notice, withdraw such exercise.

3.5           Inconsistent Terms. In the event of a conflict between the terms of the Plan and the terms of any Option Grant Agreement, the terms of the Plan shall govern except as otherwise expressly provided herein.

3.6           No Additional Grants. The Committee shall not grant any new Options under this Plan after the Closing. All Options which remain outstanding after the Closing shall continue to be governed by the Plan and the applicable Option Grant Agreement.

3.7           Acceptance of Terms. By accepting (or, under such rules as the Committee may prescribe, being deemed to have accepted) an Option, the Participant shall be deemed to have agreed to the terms of the Option Grant Agreement and the Plan.

4              Options

4.1           Fractional Shares. Unless the Committee determines otherwise, no fractional shares of Common Stock will be delivered under the Plan.

4.2           Option Repricing. No underwater Option may be repriced, exchanged for another award or cancelled for a cash payment, in each case, unless approved by the Company’s shareholders; provided, however, that notwithstanding the foregoing or anything contained in the Plan or an Option Grant Agreement to the contrary, the Committee may take any of the actions provided for in Section 4.14 hereof, including with respect to an underwater Option, without the consent of the Company’s shareholders or any other Person.

4.3           Intentionally Omitted.

4.4           Intentionally Omitted.

4.5           Vesting of Options. The Committee shall specify in the Option Grant Agreement the conditions upon which the Option shall become vested.

(a)           Time-Based Option.

(i)           Generally. The Committee may provide in the Option Grant Agreement that some or all of an Option is a Time-Based Option. For purposes of the Plan, except as otherwise provided in the applicable Option Grant Agreement, a “Time-Based Option” shall mean an Option that vests in equal 20% installments on each of the first five anniversaries of the Vesting Commencement Date, subject in all cases to the Participant’s continued Employment through the applicable vesting date. Unless the Committee provides otherwise, the vesting of the Time-Based Option may be suspended during any leave of absence.

(ii)           Accelerated Vesting on a Qualifying CIC Termination. In the event that a Participant’s Employment is terminated as the result of a Qualifying CIC Termination, 100% of the then outstanding Time-Based Options held by the Participant shall immediately vest and become exercisable as of such Qualifying CIC Termination.

(b)           Performance-Based Option. The Committee may provide in the Option Grant Agreement that some or all of an Option is a Performance- Based Option. For purposes of the Plan, a “Performance-Based Option” shall mean an Option that vests in accordance with the performance-based targets set forth in the applicable Option Grant Agreement.

(c)           Premium Strike Options. The Committee may provide in the Option Grant Agreement that some or all of an Option (whether a Performance-Based Option or a Time-Based Option) is a Premium Strike Option. For purposes of the Plan, a “Premium Strike Option” shall mean an Option that has an Exercise Price that is greater than the Fair Market Value of a share of Common Stock on the Grant Date of such Option.

4.6           Expiration of Options. All Options, whether vested or unvested, shall expire on the tenth anniversary of their Grant Date unless such Options expire earlier as provided below or in the applicable Option Grant Agreement.

(a)           Effect of Termination of Employment on Unvested Options. With respect to each Participant, such Participant’s Option(s), or portion thereof, which have not become vested shall expire on the date such Participant’s Employment is terminated for any reason unless otherwise specified in the Option Grant Agreement or as specified below, or unless such termination is a Qualifying CIC Termination.

(i)           Death & Disability. Except as otherwise provided in an Option Grant Agreement, in the event the Participant’s Employment terminates due to the Participant’s death or Disability, the Participant’s unvested Options will remain outstanding and continue to vest or be eligible to vest during the twelve month period following such termination of Employment, and each such unvested Option that vests following such termination of Employment will remain outstanding and be exercisable until the earlier of (i) twelve months following the date on which such Option vested following the Participant’s death or Disability or (ii) the earlier of the tenth anniversary of the Grant Date for such Option(s) or such different expiration period (not to exceed ten years from the Grant Date) specified in the Option Grant Agreement, which expiration date or period shall supersede the foregoing expiration period.

(ii)           Termination of Employment by the Company or a Subsidiary without Cause. Except as otherwise provided in an Option Grant Agreement, in the event the Participant’s Employment is terminated by the Company or a subsidiary without Cause, the Participant’s unvested Options will remain outstanding and continue to vest or be eligible to vest during the six month period following such termination of Employment and each such unvested Option that vests following such termination of Employment will remain outstanding and be exercisable until the earlier of (i) 90 days following the date on which such Option vested following the Participant’s termination of Employment or (ii) the earlier of the tenth anniversary of the Grant Date for such Option(s) or such different expiration period specified in the Option Grant Agreement, which expiration date or period shall supersede the foregoing expiration period.

(b)           Effect of Termination of Employment on Vested Options. With respect to each Participant, such Participant’s Option(s), or any portion thereof, which have become vested on or before the date such Participant’s Employment is terminated shall, unless otherwise provided in the Participant’s Option Grant Agreement, expire on the earliest of (i) the commencement of business on the date the Participant’s Employment is terminated for Cause, or, following the Participant’s termination of Employment, the date on which the Committee in good faith determines that during his or her Employment, the Participant engaged in conduct which constitutes Cause; (ii) 90 days after the date the Participant’s Employment is terminated by the Company or a subsidiary or by the Participant for any reason other than (1) Cause (unless the Participant engaged in conduct which the Committee determined in good faith constitutes Cause), (2) a Qualifying CIC Termination or (3) the Participant’s death or Disability; (iii) one year after the date the Participant’s Employment is terminated by reason of death or Disability; or (iv) the earlier of the tenth anniversary of the Grant Date for such Option(s) or such different expiration date or period (not to exceed ten years from the Grant Date) specified in the Option Grant Agreement, which expiration date or period shall supersede the foregoing expiration period.

(c)           Permitted Transferees. Any Option, or portion thereof, that is vested and is held by a Permitted Transferee on account of the death of a Participant shall expire (i) in the event that such Participant terminated Employment prior to his or her death, on the date on which such Option would have expired had the Participant not died and had such Participant continued to hold such Option (unless otherwise provided in the Participant’s Option Grant Agreement) or (ii) in the event that such Participant died while Employed, unless otherwise provided in the Participant’s Option Grant Agreement, on the earlier of (x) one year after the date on which such deceased Participant’s Employment terminated by reason of death or (y) the earlier of the tenth anniversary of the Grant Date for such Option(s) or such different expiration period (not to exceed ten years from the Grant Date) specified in the Option Grant Agreement, which expiration date or period shall supersede the foregoing expiration period. Any Option or portion thereof that has been transferred to a Permitted Transferee during the lifetime of a Participant shall expire in connection with the Participant’s termination of Employment at the time set forth under this Section 4.6 as if the Option were held directly by the Participant, unless otherwise provided in the Participant’s Option Grant Agreement.

4.7           Limitation on Transfer. Each Option granted to a Participant shall be exercisable only by such Participant, except that a Participant may assign or transfer his or her rights with respect to any or all of the Options held by such Participant to: (i) such Participant’s beneficiaries or estate upon the death of the Participant (by will, by the laws of descent and distribution or otherwise) and (ii) subject to the prior written approval by the Committee and compliance with all applicable tax, securities and other laws and the rules of any applicable securities exchange on which the Common Stock is then listed or quoted, as may be necessary to fulfill a domestic relations order (each of (i) and (ii), a “Permitted Transferee”). Notwithstanding the foregoing, in no event will transfers to a Person that the Administrator determines provides services or financial or other support, directly or indirectly, to a competitor of the Company be permitted, even if such Person is otherwise a Permitted Transferee hereunder.

4.8           Condition Precedent to Transfer of Any Option. It shall be a condition precedent to any Transfer of any Option by any Participant that the Transferee shall agree prior to the Transfer in writing with the Company to be bound by the terms of the Plan and the Option Grant Agreement as if he, she or it had been an original signatory thereto, except that any provisions of the Plan or an Option Grant Agreement based on the Employment (or termination thereof) shall continue to be based on the Employment (or termination thereof) of the original Participant (and all other forfeiture and vesting conditions shall apply as if no such Transfer had occurred, unless otherwise determined by the Committee).

4.9           Effect of Void Transfers. In the event of any purported Transfer of any Options in violation of the provisions of the Plan, such purported Transfer shall, to the extent permitted by applicable law, be void and of no effect.

4.10         Exercise of Options. Following the Closing, a Participant (or his or her Permitted Transferee, guardian or legal representative, if applicable) may exercise vested Options subject to Section 3.4 hereof and otherwise in compliance with other applicable law, the rules of any applicable stock exchange and Company policy. Such exercises shall be in accordance with the rules, regulations and procedures established by the Committee from time to time. No unvested Options may be exercised.

4.11         Method of Exercise. Vested Options shall be exercised in accordance with procedures established by the Committee from time to time, which may include through the use of a third-party stock plan administrator’s online portal. Payment of the exercise price of the Option shall be in cash, by check, with previously acquired shares of Common Stock that have been held for at least six months and one day prior to exercise (or such longer period as is necessary to avoid adverse accounting treatment or liability accounting treatment) or in such other form of consideration as the Committee may accept in is sole discretion.

The partial exercise of an Option, alone, shall not cause the expiration, termination or cancellation of the remaining portion of such Option.

4.12         Intentionally Omitted.

4.13         Amendment of Terms of Options. The Committee may, in its sole discretion, amend the Plan or terms of any Option, provided, however, that any such amendment shall not materially impair or adversely affect the Participant’s existing rights under the Plan or such Option without such Participant’s written consent, unless the Committee expressly reserved the right to make such amendment at the time the Option was granted (which shall include, without limitation, the right to adjust or modify the Plan and outstanding Options pursuant to Section 4.14).

4.14         Effect of Certain Transactions. Subject to any action by the shareholders of the Company required by law, applicable tax rules or the rules of any exchange on which Shares are listed for trading:

(a)           Increase or Decrease in Issued Shares Without Consideration. In the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment on Shares of a stock dividend in Shares or any recapitalization, merger, combination or exchange of Shares or similar corporate change, the Committee shall, to the extent deemed appropriate by the Committee, adjust the type and/or number of shares of Common Stock subject to each outstanding Option and/or the exercise price per share of Common Stock of each such Option.

(b)           Certain Mergers and Other Transactions. In the event of any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust each Option outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Option would have received in such merger or consolidation.

In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s and its subsidiaries’ assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving the Company in which the holders of shares of Common Stock receive securities and/or other property, including cash or (iv) a Change in Control, the Committee shall, to the extent deemed appropriate by the Committee, have the power to:

(i)           cancel, effective immediately prior to the occurrence of such event, each Option (whether or not then exercisable or vested), and, in full consideration of such cancellation, pay to the Participant in respect of each share of Common Stock underlying the portion of such Option being so cancelled the excess, if any, of (A) the value, as determined by the Committee in its sole discretion, of the property (including cash) received (or that would be received) in respect of one share of Common Stock as a result of such event over (B) the Exercise Price of such Option (provided that if the amount under clause (B) equals or exceeds the amount under clause (A), then such Option may be cancelled with no payment due to the holder thereof);

(ii)           provide for the exchange of each Option (whether or not then exercisable or vested) for an option with respect to (A) some or all of the property which a holder of the number of shares of Common Stock subject to such Option would have received in such transaction or (B) securities of the acquiror or surviving entity (or an Affiliate thereof) and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of the Option and/or the number of securities or amount of property subject to the option or provide for a payment (in cash or other property) to the Participant to whom such Option was granted in partial consideration for the exchange of the Option; or

(iii)           take such other action as the Committee deems appropriate.

(c)           Other Changes. In the event of any change in the capitalization of the Company or corporate change other than those specifically referred to in this Section 4.14 above, or in the event of an extraordinary cash dividend, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number and/or class of shares subject to Options outstanding on the date on which such change occurs, in the exercise price of outstanding Options and/or in such other terms of the Plan and such Options as the Committee may consider appropriate to prevent the enlargement or dilution of rights.

(d)           No Other Rights. Except as expressly provided in the Plan or any Option Grant Agreement or as otherwise determined by the Committee at or after the date of grant of an Option, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividends or dividend equivalents, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into or exercisable for shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Option.

(e)           Savings Clause. No provision of this Section 4.14 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

4.15         Lock-Up Period. Each Participant agrees that, notwithstanding any provision in this Plan or any Option Grant Agreement to the contrary, he or she will not, without the prior written consent of the Board, during the period following the Closing and ending on the date that is 180 days following the Closing (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock acquired upon the exercise of an Option or otherwise (including without limitation, Shares which may be deemed to be beneficially owned by such Participant in accordance with the rules and regulations of the Securities and Exchange Commission), or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock acquired upon the exercise of an Option or otherwise, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Shares or such other securities, in cash or otherwise.

5              Miscellaneous

5.1           Rights as Option Holders. The Participants shall not have any rights as stockholders with respect to any shares of Common Stock covered by or relating to the Options granted (or treated as granted) pursuant to the Plan until the date the Participants become the registered owners of such shares of Common Stock issued in accordance with and subject to the governing documents of the Company. Except as otherwise expressly provided in Section 4.14 hereof, no adjustment to the Options shall be made for dividends.

5.2           No Special Employment Rights. Nothing contained in the Plan shall confer upon the Participants any right with respect to the continuation of their Employment or interfere in any way with the right of the Company or any of its subsidiaries, subject to the terms of any separate employment agreements to the contrary, at any time to terminate such Employment or to increase or decrease the compensation of the Participants from the rate in existence at the time of the grant of any Option.

5.3           No Obligation to Exercise; No Compensation. The grant to the Participants of the Options shall impose no obligation upon the Participants to exercise such Options. Furthermore, the expiration of an Option prior to the exercise thereof shall not entitle the Participant or any Permitted Transferee or other Person to any compensation or payment in respect thereof. Any Option granted to a Participant shall be treated as a one-time special grant and shall not be pensionable or treated as the regular part of the Participant’s employment or compensation.

5.4           Intentionally Omitted.

5.5           Intentionally Omitted.

5.6           Notices. Each notice and other communication hereunder shall be in writing and shall be given and shall be deemed to have been duly given on the date it is delivered in person or by electronic mail, on the next business day if delivered by overnight mail or other reputable overnight courier, or the third business day if sent by registered mail, return receipt requested, to the parties as follows:

If to the Company:

Global Business Travel Group, Inc.

666 Third Avenue

New York, New York 10017
Attention: General Counsel

If to the Participant, to its most recent address shown on records of the Company or its subsidiary;

or in each case to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

5.7           Descriptive Headings. The headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the meaning of the terms contained herein.

5.8           Severability. In the event that any one or more of the provisions, subdivisions, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, subdivision, word, clause, phrase or sentence in every other respect and of the remaining provisions, subdivisions, words, clauses, phrases or sentences hereof shall not in any way be impaired, it being intended that all rights, powers and privileges of the Company and Participants shall be enforceable to the fullest extent permitted by law; provided, however, that if any restrictive covenant contained herein is determined to be too broad in duration, scope or in any other respect, it shall be reformed to be enforceable to the maximum extent permitted by applicable law.

5.9          Governing Law; Venue. The provisions of the Plan and any Option Grant Agreement and all claims or disputes arising out of or based upon the Plan, any Option Grant Agreement and any Option or relating to the subject matter hereof or thereof shall be governed by, and construed and enforced in accordance with, the domestic substantive laws of the State of New York, without regard to the provisions governing choice or conflict of laws or rules that would cause the application of the domestic substantive laws of any other jurisdiction. The Company and each Participant hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Plan, any Option or any Option Grant Agreement. The Company and each Participant hereby irrevocably waive, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

5.10        Exchange Act Exemption. Notwithstanding anything to the contrary in the Plan or any Option Grant Agreement, until such time as the Company becomes subject to the reporting requirements of Sections 12 or 15(d) of the Exchange Act or is otherwise no longer relying on the exemption from registration under the Exchange Act set forth in Rule 12h-1(f) under the Exchange Act (the “Employee Options Exemption”) in connection with the issuance of Common Stock upon the exercise of Options, the Plan, the Options and the Option Grant Agreements are intended to comply with the Employee Options Exemption and, accordingly, to the maximum extent permitted, the Plan, such Options and such Option Grant Agreements shall be interpreted to be in compliance therewith.

5.11         Waiver of Jury Trial. By accepting an Option under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Option Grant Agreements, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Option, each Participant certifies that no officer, representative, or attorney of the Company or any of its Affiliates has represented, expressly or otherwise, that the Company or any of its Affiliates would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

5.12         Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, any Majority Stockholder or Juweel Investor, nor any Affiliate of the Company or any Juweel Investor, nor the Committee, nor the Effective Date Chairman, nor any Person acting on behalf of the Company, any Majority Stockholder, Juweel Investor or Affiliate of the Company or any Juweel Investor, or the Committee or Effective Date Chairman, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Option by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Option to satisfy the requirements of Section 422 or Section 409A of the Code or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Option.

5.13         Applicable Regulatory Guidance and Clawback/Adjustment. Notwithstanding any provision contained herein to the contrary, except as expressly provided in any Option Grant Agreement, the Committee and/or management of the Company may in its discretion clawback Options, reduce or eliminate the amount of the Option that would otherwise be earned, clawback dividend equivalents paid in respect of Options, clawback shares of Common Stock acquired upon the exercise of an Option and/or clawback proceeds received from the sale of shares of Common Stock acquired upon the exercise of an Option if, in the Committee’s or management’s sole judgment, such reduction or elimination is appropriate. Circumstances where such negative discretion may be appropriate include instances where the Participant participated (which could include, depending on the circumstances, participation in a supervisory capacity by act or omission) in an activity without appropriate consideration of the risk to the Company or its Affiliates, such as the failure to provide any certifications pursuant to Section 3.6(h) of the Shareholders Agreement. Examples include but are not limited to the Participant’s failure to raise, identify and/or assess in a timely manner and as reasonably expected risks, such as a material compliance, legal, regulatory or reputational risk. Similarly, any Performance-Based Options are also subject to a clawback if such Options vest as a result of misstated financial results. Additionally, in the event that any Performance-Based Options vest as a result of misstated financial results, the Committee may, in its discretion, adjust the Options to reflect the corrected financial results.

5.14         Parachute Payments. If there is a change in ownership or effective control, or of a substantial portion of the assets, of the Company within the meaning of Section 280G of the Code (a “280G CIC”) and as of the effective time of such 280G CIC, (a) Section 280G of the Code applies to the Company or any of its subsidiaries at such time and (b) the Company is eligible to rely on the exemption available under Section 280G(b)(5)(B) to corporations no stock of which is readily tradeable on an established securities market, then, unless otherwise determined by the Committee or as otherwise provided below, if the Company determines that any right to receive any payment or other benefit under this Plan or the Option Grant Agreement (including, without limitation, the acceleration of the vesting and/or exercisability of the Option and taking into account the effect of this Section) to or for the benefit of the Participant (the “Payments”), would, in whole or part when aggregated with any other right, payment or benefit to or for the Participant under all other agreements, arrangements or benefit plans cause any such Payments or other rights, payments or benefits to be nondeductible by the Company or its subsidiaries (or other person making such payment or providing such benefit) as a result of Section 280G of the Code and/or would subject the Participant to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, to the extent necessary (whether or not sufficient) to make the Payments and all such rights, payments and benefits deductible and to exempt the Payments and all such rights, payments and benefits from the Excise Tax (but only to such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, arrangement or agreement), the Option and any other right, payment or benefit under this Plan, any Option Grant Agreement or otherwise shall not become exercisable, vested or paid. Notwithstanding any other provision of this Plan, the foregoing provisions shall not apply to reduce such amounts if the amounts that would otherwise be nondeductible under Section 280G of the Code and/or would subject the Participant to the Excise Tax are waived by the applicable Participant in writing and disclosed to and approved by the Company’s stockholders in accordance with Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations thereunder.

If there is a 280G CIC and as of the effective time of such 280G CIC, (a) Section 280G of the Code applies to the Company or its subsidiaries, and (b) the Company is not eligible to rely on the exemption available under Section 280G of the Code to corporations no stock of which is readily tradeable on an established securities market, then in the event that it shall be (or is subsequently) determined that any Payment would, in whole or part when aggregated with any other right, payment or benefit to or for the Participant under all other agreements, arrangements or benefit plans, cause any such Payments or other rights, payments or benefits to be subject to the Excise Tax, then the Payments and all such rights, payments and benefits shall be reduced (or appropriately adjusted) to an amount that is one dollar less than the smallest amount that would give rise to the Excise Tax (the “Reduced Amount”) if such Reduced Amount would be greater than the net after-tax proceeds (taking into account both the Excise Tax and any interest or penalties payable with respect to the Excise Tax) of the unreduced Payments and all such other rights, payments and benefits. If the Payments and such other rights, payments or benefits are required to be reduced hereunder, there shall be no discretion in the ordering of the Payments and such other rights, payments or benefits so reduced, and such reductions shall be applied in the order which results in the best economic benefit to the Participant; and to the extent such ordering of reductions is economically equivalent, such Payments and such other rights, payments or benefits shall be reduced on a pro rata basis.

5.15        Code Section 409A. This Plan, all Options and all Option Grant Agreements are intended to be exempt from, or compliant with, Code Section 409A and shall be construed and interpreted accordingly.

[End of Plan]

Exhibit 10.17 

GBTG TIME BASED OPTION GRANT AGREEMENT

THIS GBTG TIME BASED OPTION GRANT AGREEMENT (this “Agreement”), is made as of this      day of      , 2022 between Global Business Travel Group, Inc., a Delaware corporation (the “Company”) and [_________] (the “Participant”).

WHEREAS, on May 27, 2022, the Company completed a transaction whereby the Company acquired GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”) and became the parent company of the GBT group (the “Transaction”);

WHEREAS, immediately prior to the closing of the Transaction, the Participant held the options (each, a “GBT JerseyCo Option”) to acquire Common Stock of GBT JerseyCo set forth on Schedule A attached hereto (“Schedule A”) that were granted on the dates set forth on Schedule A and were subject to the terms of the GBT JerseyCo Limited Amended and Restated Management Incentive Plan (as amended and/or restated from time to time, the “JerseyCo Plan”);

WHEREAS, in connection with the Transaction, the GBT JerseyCo Plan was assumed by the Company, was amended to reflect the Transaction and was renamed the Global Business Travel Group, Inc. Management Incentive Plan (the “Plan”) (a copy of the Plan is attached hereto as Exhibit A);

WHEREAS, pursuant to Section 4.14 of the GBT JerseyCo Plan, all of the GBT JerseyCo Options treated as granted under the GBT JerseyCo Plan that were outstanding immediately prior to the closing of the Transaction were converted into options to purchase shares of the Class A Common Stock of the Company, par value $0.0001 per share (“Common Stock”) and were treated as if they were originally granted under the Plan; and

WHEREAS, the Company and the Participant desire to enter into this Agreement to reflect the terms of each GBTG Option (as defined below).

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

1.             GBTG Option. At the closing of the Transaction (which occurred on May 27, 2022), each GBT JerseyCo Option was cancelled and in exchange for each such cancelled GBT JerseyCo Option, Participant was granted an option to purchase the number of shares of Common Stock of the Company and at a per share exercise price set forth on Schedule B attached hereto (“Schedule B,” and each such option, a “GBTG Option”), subject to the terms set forth in this Agreement and in the Plan. All dollar amounts set forth in this Agreement are in US Dollars. Participant acknowledges and agrees that until Participant executes this Agreement and returns a copy to the Company, Participant has no rights with respect to any GBTG Option.

2.             Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern, except to the extent this Agreement expressly changes the default provisions contained in the Plan as permitted pursuant to the Plan, in which case the applicable provisions of this Agreement shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan.

3.             Vesting; Termination of Employment. Each GBTG Option shall vest as set forth on Schedule B. All matters relating to a termination of Employment with respect to each GBTG Option (including, without limitation, the duration of any exercise period, the continued vesting of any GBTG Option and the time at which unvested as well as unexercised GBTG Options are forfeited) shall be as set forth in the Plan, or if different than the Plan, as set forth in the Time Based Option Grant Agreement granting the GBT JerseyCo Option in respect of which the applicable GBTG Option was granted.

4.             Method of Exercise; Expiration. Each GBTG Option may be exercised only in accordance with Sections 4.10 and 4.11 of the Plan. Unless expired, cancelled, forfeited or terminated earlier (in each case, as set forth herein or in the Plan), each GBTG Option shall expire (and shall thereafter cease to be outstanding and exercisable) at the time set forth on Schedule B.

5.             Adjustment. Each GBTG Option shall be subject to adjustment as provided in the Plan (including, without limitation, Section 4.14 thereof).

6.             Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant (including, without limitation, any of the Restrictive Covenants (as defined below)) should be deemed invalid, illegal or unenforceable because its scope, geographic area or any other term is considered excessive, such covenant shall be modified so that the offending provision is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. This Agreement is intended to be exempt from Section 409A of the Code and shall be interpreted accordingly.

7.             Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provision or condition of this Agreement, shall be in a writing signed by the parties hereto and shall be effective only to the extent specifically set forth in such writing.

8.             Limitation on Transfer. Each GBTG Option shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in respect of any Permitted Transferee, each GBTG Option shall become vested, exercisable and expire based on the Employment and termination of Employment of the Participant, and shall otherwise be subject to forfeiture and clawback as if no such Transfer had occurred. Shares of Common Stock issued upon exercise of a GBTG Option or otherwise delivered in satisfaction of a GBTG Option will bear such legends as may be required or provided for under the terms of the Plan.

9.             Restrictive Covenants. The Participant agreed to certain non-competition, non-solicitation, non-disparagement and confidential information restrictive covenants in Section 11 of each GBT JerseyCo Option agreement pursuant to which a GBT JerseyCo Option was granted or evidenced (as the same may have been modified by any amendment or side letter to any such option agreement, the “Restrictive Covenants”). The Participant hereby ratifies and reaffirms the Restrictive Covenants as if set forth in this Agreement, and agrees that such Restrictive Covenants are incorporated herein by reference as if fully set forth in this Agreement. The Participant agrees to comply with the Restrictive Covenants. The Participant agrees that notwithstanding anything in the Plan or this Agreement to the contrary, in the event that the Participant violates any of the Restrictive Covenants, the Participant shall forfeit each GBTG Option (as the successor to Participant’s GBT JerseyCo Options) in full for no consideration (regardless of the extent to which a GBTG Option is vested at the time of such violation), and the Company and its subsidiaries may seek other remedies at law and at equity.

10.           Integration. This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof. In addition, the Participant acknowledges and agrees that, (i) the Participant does not hold, or have a right to acquire, any equity or other securities of GBT III, B.V. or GBT JerseyCo, (ii) each GBT JerseyCo Option agreement (including all amendments and side letters thereto) evidencing a GBT JerseyCo Option is terminated (except for the Restrictive Covenants, as described herein), (iii) the Participant has no rights under or with respect to any of the GBT JerseyCo Options (and none of the GBT JerseyCo Options are outstanding or may be exercised) and (iv) this Agreement and the Plan govern the terms of each of the GBTG Options. For clarification, notwithstanding anything to the contrary in this Agreement or any other instrument entered into by Participant, the Restrictive Covenants in the GBT JerseyCo Options shall remain in full force and effect and are not superseded by this Agreement but shall be in addition to this Agreement.

11.           Taxes. To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any tax obligations that arise with respect to any GBTG Option, and to the extent permitted by law, the Company and its subsidiaries (in their sole discretion) may withhold from any amounts, payment or property (including shares of Common Stock to be acquired upon exercise of such GBTG Option) otherwise payable to the Participant an amount sufficient to satisfy any such tax obligations. Withholding of taxes in the form of shares of Common Stock shall not occur at a rate that equals or exceeds the rate that would result in liability accounting treatment.

12.           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

13.           Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the domestic substantive laws of the State of New York, without regard to the provisions governing choice or conflict of laws or rules that would cause the application of the domestic substantive laws of any other jurisdiction.

14.           Effect on Employment. Nothing contained in this Agreement shall confer upon the Participant any right with respect to the continuation of Employment or interfere in any way with the right of the Company or any of its subsidiaries, subject to the terms of any separate written employment agreements to the contrary, at any time and for any reason to terminate such Employment or to increase or decrease the compensation of the Participant from the rate in existence on the date of this Agreement.

15.           Participant Representations; Acknowledgments

(a)             By executing this Agreement, the Participant hereby represents and warrants to the Company that the statements in this Section 15(a) are true and correct as of the date of this Agreement and will continue to be true and correct as long as any GBTG Option is outstanding:

(i)             he/she is an “accredited investor,” as defined in Rule 501(a) under the Securities Act, which means that you are:

(1)             A person whose individual net worth, or joint net worth with your spouse, exceeds U.S. $1,000,000 (without including the person’s primary residence as an asset); or

(2)             A person whose income exceeded U.S. $200,000 in each of the two most recent years, or joint income with your spouse exceeded U.S. $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year;

(ii)             he/she possesses such expertise, knowledge, and sophistication in financial and business matters generally and that he/she is capable of evaluating the merits and risks of receiving each GBTG Option; and

(iii)             he/she has had access to all of the information and individuals with respect to each GBTG Option and his/her receipt thereof, including without limitation information relating to the Company and risks related to any investment therein, that he/she deems necessary to make a complete evaluation thereof.

(b)            The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and any GBTG Option shall be final and conclusive. The Participant further acknowledges that if, following the date the Participant receives a GBTG Option pursuant to this Agreement, the Company determines that any of the representations made by the Participant under this Section 15 is inaccurate, the grant of such GBTG Option to the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded and deemed null and void.

16.           Lock-Up. In place of executing the Management Stockholders Agreement referenced in the GBT JerseyCo Option Plan or any option granted thereunder, which Participant agrees Participant would be required to do absent the Company’s waiver of such requirement, Participant hereby agrees to the following lock-up provision: Participant agrees that, notwithstanding any provision in this Agreement, in the Plan or in any other agreement to the contrary, Participant will not, without the prior written consent of the Board, during the period following the closing of the Transaction and ending on the date that is 180 days following the closing of the Transaction (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock acquired upon the exercise of any GBTG Option or otherwise (including without limitation, shares which may be deemed to be beneficially owned by the Participant in accordance with the rules and regulations of the Securities and Exchange Commission), or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock acquired upon the exercise of any GBTG Option or otherwise, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise.

17.           Special Compensation. Each GBTG Option is a special one-time grant to the Participant and there is no expectation that any future equity award will be granted to the Participant nor any entitlement to any such award.  No GBTG Option is part of the Participant’s regular wages, salary or compensation and shall not be pensionable, nor shall any GBTG Option be included in any severance, termination or pay in lieu of notice obligation or calculation to the Participant.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his/her own behalf, thereby representing that he/she has carefully read and understands this Agreement and the Plan as of the day and year first written above.

EXHIBIT A

Global Business Travel Group Inc. Management Incentive Plan