Form 8-K

8-K — Global Business Travel Group, Inc.

Accession: 0001104659-26-059370

Filed: 2026-05-12

Period: 2026-05-06

CIK: 0001820872

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2614140d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2614140d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2614140d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614140d1_8k.htm · Sequence: 1

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0001820872

2026-05-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2026 (May 6, 2026)

GLOBAL BUSINESS TRAVEL GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State or Other

Jurisdiction of Incorporation)

001-39576

98-0598290

(Commission File Number)

(IRS Employer Identification No.)

666 3rd Avenue, 4th Floor

New York, New York 10017

(Address of principal executive offices) (Zip Code)

(646) 344-1290

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Class A common stock, par value of $0.0001 per share

GBTG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 12, 2026, Global

Business Travel Group, Inc. (the “Company”) announced that the employment of Mr. John David Thompson, the

Company’s EVP, Chief Technology Officer, will terminate on May 31, 2026 (the “Departure Date”). Upon Mr.

Thompson’s departure, his responsibilities will be allocated to other members of the senior leadership team.

In connection with Mr. Thompson’s

departure, the Compensation Committee of the Company’s Board of Directors approved on May 6, 2026, and Mr. Thompson and the Company

entered into on May 7, 2026, a separation and release agreement that includes a general release of claims (the “Executive Release

of Claims”). Subject to Mr. Thompson’s employment through the Departure Date, his timely re-execution and non-revocation

of the Executive Release of Claims following the Departure Date and his ongoing compliance with his existing non-competition, non-solicitation,

confidentiality, and related restrictive covenants, (i) Mr. Thompson is eligible to receive severance benefits under the Severance

Protection Agreement, dated November 29, 2021, by and between GBT US LLC, a wholly owned subsidiary of the Company, and Mr. Thompson,

(ii) Mr. Thompson’s outstanding restricted stock units and performance stock units granted under the Company’s 2022 Equity

Incentive Plan will remain outstanding and be treated as if he remained employed through and terminated effective as of November 30, 2026

(or such later date as may be mutually agreed by the Company and Mr. Thompson), and (iii) Mr. Thompson’s stock options granted under

the Company’s 2022 Equity Incentive Plan and Management Incentive Plan will be treated in accordance with the terms of such plans,

except that the stock options granted to Mr. Thompson on or prior to December 2, 2021 will remain outstanding and exercisable through

the later of (i) the last day of the post-termination exercise period applicable to such stock option in connection with a termination

without cause (as set forth in such plans) or (ii) November 30, 2026 (or such later date as may be mutually agreed by the Company and

Mr. Thompson), unless earlier settled or forfeited in accordance with their terms.

ITEM 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

10.1^

Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and John David Thompson.

10.2^

Executive Release of Claims, dated as of May 7, 2026, by and between GBT US LLC and John David Thompson.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

^ Certain portions of these Exhibits have been omitted in accordance

with Regulation S-K Item 601.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Global Business Travel Group, Inc.

Date: May 12, 2026

By:

/s/ Eric J. Bock

Name:

Eric J. Bock

Title:

Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2614140d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Certain identified information has been excluded

from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted

Information is indicated by [***]

SEVERANCE PROTECTION AGREEMENT

This Severance

Protection Agreement (this “Agreement”) is entered into as of November 29, 2021 by and between GBT US LLC, a Delaware

limited liability company (the “Company”), and John David Thompson (the “Executive”). This Agreement

shall become effective upon the Company or its ultimate parent entity (currently GBT JerseyCo Limited) having a class of common stock

publicly traded on a national securities exchange, such as the New York Stock Exchange, or quoted on NASDAQ (the date on which this Agreement

becomes effective is referred to herein as the "Effective Date"); provided, however, that if the Effective Date does

not occur on or before July 31, 2022, then this Agreement shall be null and void ab initio and neither party hereto shall

have any liabilities or obligations hereunder.

Recitals

WHEREAS, the Company

currently employs the Executive as its Chief Information and Technology Officer; and

WHEREAS, the Company

and Executive desire to enter into this Agreement to set forth the rights and obligations of the parties hereto in the event that Executive

incurs a termination of employment.

NOW THEREFORE,

in consideration of the promises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, it is hereby

agreed as follows:

Agreement

1.            Definitions.

1.1.            “Affiliate”

means as to any Person, any other Person that directly or indirectly controls, is under common control with, or is controlled by, such

first Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by”

and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction

of management or policies (whether through ownership of voting equity interests, by contract or otherwise)

1.2.            "Annual

Bonus" means Executive's annual cash bonus award under the Company's annual incentive plan (excluding any LTIA and other long-term

incentive award).

1.3.            “Base

Salary” means the Executive's annual base salary at the rate in effect on the Termination Date (unless such base salary was

reduced in a manner that constitutes Good Reason, in which case, it shall be the rate in effect as of immediately prior to the reduction

constituting Good Reason).

1.4.            “Board”

means the Board of Directors of the Company.

1.5.            “Cause”

shall have the meaning set forth in the Prior Agreement (as defined below); provided, however, that prior to terminating Executive's

employment for Cause under any of clauses (i), (ii), (iii), (vii), (viii) or (ix) of the definition thereof, the Company

shall first provide Executive with written notice describing in reasonable detail the events alleged to constitute Cause and

Executive shall have failed to cure such events within 15 days after such notice is provided. The Executive’s resignation or

death, in either case, at a time when Cause to terminate the Executive’s employment exists shall be treated as a termination

for Cause for all purposes of this Agreement.

1.6.            “Change

in Control” has the meaning set forth in the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the "Plan")

as in effect on the Effective Date (disregarding any amendment or termination of the Plan on or after the Effective Date).

1.7.            “Code”

means the Internal Revenue Code of 1986, as amended.

1.8.            “Disability”

has the meaning set forth in the long-term disability policy maintained by the Company from time to time applicable to the Executive or,

if no such policy is then in effect, “Disability” means that the Executive has been unable, as determined by the Board in

good faith, to perform the Executive’s duties to the Company for a period of six (6) consecutive months, as a result of injury,

illness or any other physical or mental impairment.

1.9.            “Good

Reason” means, without the prior express written consent of the Executive, (i) a material reduction in the Executive’s

duties, responsibilities or authority; (ii) a material reduction of the Executive’s Base Salary, other than a reduction that

is applied consistently to all similarly situated executives; (iii) a willful failure of the Company to pay Executive compensation

that is owed and due or (iv) a relocation of the Executive’s primary place of employment outside of the Phoenix metropolitan

area, provided that such relocation materially increases the Executive’s commute. Notwithstanding the foregoing, Good Reason shall

not be deemed to exist unless (x) the Executive gives the Company written notice within thirty (30) days after the occurrence of

the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the

Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within thirty

(30) days after receipt of such notice and (z) the Executive terminates the Executive’s employment within thirty (30) days

after the end of the period specified in clause (y).

1.10.         “Person”

means an individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated

organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision

thereof.

1.11.         “Subsidiary”

means, with respect to any Person, any other Person in which such first Person has a direct or indirect equity ownership interest in excess

of 50%.

1.12.         “Termination

Date” means the date the Executive’s employment with the Company terminates for any reason.

2.            Termination.

Upon the Termination Date, the Executive shall be deemed to have immediately resigned from any and all officer, director and other positions

the Executive then holds with the Company and its Affiliates (and this Agreement shall constitute notice of resignation by the Executive

without any further action by the Executive), and the Executive agrees to execute and deliver such further instruments as are requested

by the Company in furtherance of the foregoing. Except as expressly provided in Section 2.2, all rights the Executive may

have to compensation and employee benefits from the Company or its Affiliates shall terminate immediately upon the Termination Date.

2.1.            General.

The Company may terminate the Executive’s employment at any time, with or without Cause or due to Disability, upon written notice

to the Executive. The Executive may terminate the Executive’s employment for Good Reason or for any other reason at any time upon

not less than sixty (60) days’ advance written notice to the Company; provided, that following its receipt of the Executive’s

notice of termination, the Company may elect to reduce the notice period and cause the Termination Date to occur earlier, and no such

action by the Company shall entitle the Executive to notice pay, severance pay or benefits or pay in lieu of notice or lost wages or benefits.

In addition, the Executive’s employment with the Company shall terminate immediately upon the Executive’s death.

2.2.            Separation

Payments.

2.2.1. General.

Except as otherwise provided in this Section 2.2, in the event that the Executive’s employment with the Company terminates

for any reason, the Executive (or the Executive’s estate or legal representative, as applicable) shall be entitled to receive only

(i) the Base Salary earned but unpaid through the Termination Date, paid in accordance with the Company’s normal payroll policies

(or at such earlier time as required by applicable law), (ii) any unreimbursed business expenses incurred prior to the Termination

Date that are otherwise reimbursable, with such expenses to be reimbursed in accordance with the Company’s expense reimbursement

policies (as may be in effect from time to time), and (iii) any vested benefits earned by the Executive under any employee benefit

plan of the Company or its Affiliates under which the Executive was participating immediately prior to the Termination Date, with such

benefits to be provided in accordance with the terms of the applicable employee benefit plan (the items described in the foregoing clauses

(i) through (iii), collectively, the “Accrued Benefits”). Except as set forth in Section 2.2.2 or

2.2.3, all other rights the Executive may have to compensation and employee benefits from the Company and its Affiliates shall

immediately terminate upon the Termination Date. Notwithstanding anything contained in this Agreement to the contrary, the impact of Executive's

termination of employment on any equity or equity-based award granted to Executive shall be determined in accordance with the terms of

the applicable plan and equity award agreement (this Agreement shall not control such treatment).

2.2.2. Death.

In the event that the Executive’s employment with the Company is terminated due to the Executive’s death, then in

addition to the Accrued Benefits, the Executive’s estate shall be entitled to receive the Annual Bonus awarded for the

calendar year immediately preceding the calendar year in which such termination occurred, to the extent that such Annual Bonus is

unpaid as of the Termination Date, with such amount to be payable at the same time as if no such termination had occurred (and in

all events between January 1st and March 15th of the calendar year immediately after the calendar year to which such

Annual Bonus relates) (the “Unpaid Prior Year Bonus”). All other rights the Executive may have to compensation

and employee benefits from the Company and its Affiliates, other than as set forth in this Section 2.2.2, shall

immediately terminate upon the Termination Date.

2.2.3. Termination Without Cause or for Good Reason.

(a)       If

the Executive’s employment with the Company is terminated by the Company without Cause or due to Executive's Disability (but not

due to death) or due to resignation by the Executive for Good Reason, then the Executive shall be entitled to receive the Accrued Benefits

and, subject to Section 2.2.4: (i) the Unpaid Prior Year Bonus, with such amount to be payable at the same time as if

no such termination had occurred (and in all events between January 1st and March 15th of the calendar year immediately after

the calendar year to which such Annual Bonus relates); (ii) a pro rata portion of the Annual Bonus for the year in which such termination

occurs based on actual performance but pro-rated based on the number of days Executive is employed by the Company during the year of such

termination of employment, to be paid at the same time as if no such termination of employment had occurred (and in all events between

January 1st and March 15th of the calendar year immediately after the calendar year to which such Annual Bonus relates); (iii) continuation

of the Base Salary during the one year period immediately following the Termination Date, with such Base Salary to be paid in substantially

equal installments in accordance with the Company’s normal payroll policies, with the first such payment to be made on the first

payroll date following the Release Effective Date (as described in Section 2.2.4) and to include a catch-up covering all amounts

that would have been paid as of such date had the Release Effective Date been on the Termination Date (in all events, such first installment

shall be made within 60 days after the Termination Date); (iv) the Company shall pay Executive's and Executive's eligible dependents'

health care continuation premiums (less the amount that an active employee of the Company is required to pay for the same coverage) under

the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for continued coverage under the Company's

medical, dental and vision plans (subject to the Executive’s timely selection of, and continued eligibility for, COBRA continuation

coverage) for twelve (12) months immediately following the Termination Date (subject to earlier cessation in the event that the Executive

secures subsequent employment providing for health coverage), provided that such payments shall be taxable to Executive, and provided

further that the Company may discontinue say payments in the event that it determines that providing such payments would violate any non-discrimination

law or rule (including under the Affordable Care Act) or would result in any fine, penalty or tax on the Company or any of its Affiliates;

and (v) an amount equal to Executive's target Annual Bonus for the year in which such termination of employment occurs, to be paid

at the same time as the payment under clause (ii) of this Section 2.2.3(a) is paid to Executive. In the event of

such a termination of Executive's employment due to Disability and to the extent permitted by Code Section 409A, any payments under

clause (iii) above shall be reduced dollar for dollar by any short-term and long-term disability payments paid to or for the benefit

of Executive under any employer sponsored disability insurance policy.

(b)            If

the Executive’s employment with the Company is terminated by the Company without Cause (and not due to death or Disability)

within the period commencing 60 days prior to, and ending 18 months after, a Change in Control, or is terminated by the Executive

for Good Reason during the 18 month period immediately following the occurrence of a Change in Control, then in either such case, in

addition to the payments and benefits set forth in Section2.2.3(a) above, the Executive shall be entitled to receive,

subject to Section 2.2.4: (i) a lump sum cash payment equal to one times the Base Salary, with such amount to be paid on

the later of (x) the Release Effective Date and (y) the date of the Change in Control; (ii) a lump sum cash payment

equal to one times Executive's target Annual Bonus at the rate in effect immediately prior to such Change in Control or termination

of employment (whichever occurs first), with such amount to be paid on the later of (x) the Release Effective Date and

(y) the date of the Change in Control and (iii) the COBRA payments described in clause

(iv) of Section 2.2.3(a) above shall be extended to the 18 month anniversary of the Termination Date (subject

to earlier cessation as provided in clause (iv) of Section 2.2.3(a)). All other

rights the Executive may have to compensation and employee benefits from the Company and its Affiliates, other than as set forth in

this Section 2.2.3(b) or in any Long-Term Incentive Award or Equity Plan in which the Executive participates, shall

immediately terminate upon the Termination Date.

anything else in this Agreement, in the event of a termination of employment described in Section 2.2.3(b), any portion

of the severance benefits payable under clause (iii) or clause (v) of Section 2.2.3(a) that are exempt

from Code Section 409A as a short term deferral or involuntary separation pay (each determined in accordance with Code

Section 409A and the Treasury Regulations and guidance thereunder) shall be paid in a lump sum on the later of (x) the

Release Effective Date and (y) the date of the Change in Control, with all remaining payments to be made according to their

normal payment schedule (any acceleration of payments under clause (iii) of Section 2.2.3(a) would occur in

the order of earliest to latest scheduled payments).

2.2.4. Release

Requirement. Payment of the payments and benefits set forth in Sections 2.2.2 and 2.2.3 (in each case, other than

the Accrued Benefits) is subject to the Executive’s (or, as applicable, the Executive’s estate’s or legal representative’s)

execution of a general release of claims and covenant not to sue in favor of the Company and related persons and entities in form and

substance satisfactory to the Company (the “Release”) during the time period specified therein (which shall be either

21 or 45 days after the Release is provided to the Executive) and the Executive’s non-revocation of the Release (with the Release

to be provided to the Executive within 7 days after the Termination Date). The Release shall have a 7 day revocation period, and the date

on which the Release becomes effective is referred to in this Agreement as the "Release Effective Date" (in all cases,

the Release Effective Date must be within 60 days after the Termination Date). If the Release is not effective and does not become irrevocable

within the time period described in the immediately preceding sentence, then the Executive (and Executive's estate and legal representatives)

shall forfeit the payments and benefits set forth in Section 2.2.2 or Section 2.2.3, as applicable (in each case,

other than the Accrued Benefits). Notwithstanding the foregoing or anything contained in this Agreement to the contrary, if payment of

any amounts set forth in Section 2.2.2 or Section 2.2.3 (other than the Accrued Benefits) are treated as “non-qualified

deferred compensation” under Code Section 409A, then if such payments or benefits could commence in more than one taxable year

depending on when the Release is executed (regardless of when the Release is actually executed), then such payments and benefits that

otherwise would have been payable in the calendar year in which the Termination Date occurs shall be withheld and shall instead be payable

on the first payroll date in the calendar year immediately following the calendar year in which the Termination Date occurs (with all

remaining payments to be made as if no such delay had occurred).

2.3.            Violation

of Restrictive Covenants. Without limiting any other remedies available to the Company and its Affiliates, in the event that Executive

breaches any of Executive's non-competition, non-solicitation, non-interference, confidentiality, non-disparagement or other restrictive

covenants to which Executive is a party in favor of the Company or any of its Affiliates, then the Company will have no obligation to

continue to pay or provide any of the compensation or benefits under Section 2.2 (other than the Accrued Benefits) and the

Executive shall promptly repay to the Company after any such breach any amounts previously paid under Section 2.2 (other than

the Accrued Benefits) and shall continue to be bound by all such restrictive covenants.

3.            Miscellaneous.

3.1.            Applicable

Law; Venue; WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of

New York, applied without reference to principles of conflicts of law. All disputes under or relating to this Agreement shall be resolved

in accordance with the Company's arbitration policy (which Executive has signed and agreed to prior to the date of this Agreement). BY

ACCEPTING THIS AGREEMENT, THE COMPANY, EACH AFFILIATE THEREOF AND EXECUTIVE 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 AGREEMENT, OR THE VALIDITY,

PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF ANY OF THE FOREGOING (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).

3.2.            Amendments.

This Agreement may not be amended except by a written agreement executed by the parties hereto or their respective successors and legal

representatives. The written agreement amending this Agreement must set forth with specificity the provision(s) being amended.

3.3.            Waivers.

The waiver by either party of any right hereunder or of any breach by the other party will not be deemed a waiver of any other right hereunder

or of any other breach by the other party. No waiver will be deemed to have occurred unless set forth in a writing signed by the waiving

party. No waiver will constitute a continuing waiver unless specifically stated, and any waiver will operate only as to the specific term

or condition waived.

3.4.            Notices.

All notices and other communications hereunder shall be in email or in writing, and if in writing, shall be given by hand-delivery to

the other party by reputable overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed

as follows:

To the Company:

GBT

UK Travel Services Limited

Churchill Place

Canary

Wharf

London,

E14 5HU

United

Kingdom

Attention:

Paul Abbott

Email:

[***]

With a copy to:

GBT

US LLC

666

Third Avenue

4th

Floor

New

York, NY 10017

Attention:

Patricia A. Huska

Email:

[***]

To the Executive:

at the residence address most recently filed with the Company;

or to such other address as any party

shall have furnished to the other in writing in accordance herewith. All such notices shall be deemed to have been duly given: (i) when

delivered personally to the recipient or when sent if by email (unless the message is returned as undelivered), (ii) one (1) business

day after being sent to the recipient by reputable overnight courier service (charges prepaid); or (iii) four (4) business days

after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

3.5.            Withholding.

The Company may withhold from any amounts payable under this Agreement such federal, state, local and other taxes as are required to be

withheld pursuant to any applicable law or regulation.

3.6.            Code

Section 409A Compliance. This Agreement is intended to comply with, or be exempt from, Code Section 409A (to the

extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply

therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum

extent possible, any severance owed under this Agreement shall be construed to fit within the “short-term deferral rule”

under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code

Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified

employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit

provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid

within six (6) months after the Executive’s “separation from service” (within the meaning of Code

Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the

six-month period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of

this Section 3.6) and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of

(A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the

10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death).

If the Executive’s termination of employment hereunder does not constitute a “separation from service” within the

meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s

employment and which are subject to Code Section 409A shall not be paid until the Executive has experienced a “separation

from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject

to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any

calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar

year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year

immediately following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary,

neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and

benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A are not so exempt

or compliant. Each payment payable under this Agreement shall be treated as a separate payment in a series of payments within the

meaning of, and for purposes of, Code Section 409A.

3.7.            Severability.

The terms and provisions of this Agreement are intended to be separate and divisible provisions and if, for any reason, any one or more

of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall

thereby be affected.

3.8.            Captions.

The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

3.9.           Counterparts.

This Agreement may be executed in counterparts and delivered by facsimile transmission or electronic transmission in “portable document

format,” each of which shall be an original and which taken together shall constitute one and the same document.

3.10.         Entire Agreement.

This Agreement contains the entire agreement concerning the subject matter hereof and supersedes all prior and contemporaneous agreements,

understandings, discussions, negotiations and undertakings, whether written or oral, between the parties hereto and their respective Affiliates

relating to such subject matter; provided, however, that that certain employment letter dated September 21, 2017 (the "Prior

Agreement) shall remain in full force and effect, except for the severance provisions set forth in the Prior Agreement, which Executive

acknowledges and agrees are hereby terminated, and that Executive shall not be entitled to receive any payments or benefits under the

Prior Agreement as the result of (or in connection with) Executive's termination of employment.

3.11.          Survivorship.

The provisions of Article 1, Article 2 and Article 3 shall survive the termination of the Executive’s employment

with the Company and this Agreement in accordance with their terms.

3.12.       Successors

and Assigns. The Company may assign its rights and/or delegate its obligations under this Agreement to any Affiliate or

successor entity whether by operation of law, agreement or otherwise (including, without limitation, any Person who acquires all or

a substantial portion of the business of the Company or an Affiliate (whether direct or indirect and whether structured as a stock

sale, asset sale, merger, recapitalization, consolidation or other transaction)) and, in connection with any such assignment or

delegation of its obligations hereunder (but only so long as such assignee or delegee has consented in writing to be bound by the

obligations hereunder) shall be released from such obligations hereunder. This Agreement may not be assigned by the Executive.

Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Executive, the

Company and their respective successors and permitted assigns.

3.13.         At-Will Employment.

Nothing in this Agreement is intended to, or shall, change the at-will nature of your employment with the Company, which may be terminated

at any time and for any reason by either party hereto, with or without notice (subject to any payment obligations set forth herein).

[signature page follows]

IN WITNESS WHEREOF, the

Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed on its behalf, each as

of the date first above written.

GBT

US LLC

By:

/s/

Patricia Huska

Name:

Patricia Huska

Title:

Chief People Officer

EXECUTIVE

By:

/s/

John David Thompson

John

David Thompson

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2614140d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

Certain identified information has been excluded

from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted

Information is indicated by [***]

EXECUTIVE RELEASE OF CLAIMS

This

Executive Release of Claims (this “Release”) is entered into this 7th day of May 2026, (the

“Agreement Date”) by and between GBT US LLC, a Delaware limited liability company (the

“Company”), and John David Thompson (the “Executive,” together with the Company, the

“Parties”).

WHEREAS,

the Executive is employed by the Company as its EVP, Chief Technology Officer;

WHEREAS,

the Executive’s employment relationship with the Company as well as all other positions that the Executive holds with Global Business

Travel Group, Inc., a Delaware corporation (“GBTGI”), will terminate on May 31, 2026 (the “Termination

Date”), upon the terms set forth herein.

NOW,

THEREFORE, in consideration of the covenants undertaken in this Release, the Executive and the Company, intending to be legally

bound, agree as follows:

1.            Transition

Period; Termination.

1.1.            During

the period from the Agreement Date through the Termination Date (the “Transition Period”), the Executive will

continue to be employed by the Company as its EVP, Chief Technology Officer, and where required and consistent with such position, the

Executive will also provide services at no extra remuneration to the Company’s subsidiaries and affiliates, and the Executive will

continue to perform the duties and responsibilities of such position diligently and in good faith.

1.2.            The

Executive’s employment with the Company, GBTGI and each of their respective Subsidiaries and affiliates will terminate without Cause

effective as of 5:00 P.M. (Eastern Time) on the Termination Date, and all compensation, benefits and perquisites of employment shall

cease as of the Termination Date, in each case, in accordance with the Severance Protection Agreement between the Company and Executive

dated November 29, 2021 (the “SPA”), as modified by this Release. All capitalized terms used in this Release that

are not defined in this Release shall be as defined in the SPA; provided, however, that the Parties acknowledge and agree that references

in the SPA to the “Release Effective Date” shall mean the Second Effective Date (as defined herein).

2.            Payments

and Benefits.

2.1.            Transition

Pay. During the Transition Period, the Executive will continue to receive payments of base salary in accordance with the Company’s

payroll cycle and be provided with employee benefits, in amounts or levels of coverage, as applicable, not less than in effect as of

immediately prior to the Agreement Date, and otherwise in accordance with the terms of the applicable plans and applicable law.

2.2.            Accrued

Benefits. Executive will be eligible to receive or participate in certain benefits in which he is currently participating,

such as, for example, medical, life, and accidental death, through the last day of the calendar month in which the Termination Date

occurs, subject to the terms of applicable

benefit plan, program, practice and policy. Other benefits, such as salary continuation benefits and long-term disability benefits, will

end as of the Termination Date. Executive shall be entitled to receive payment for all Accrued Benefits (as defined in the SPA) in accordance

with, and paid pursuant to, Section 2.2.1 of the SPA.

John David Thompson

Executive Release of Claims

2.3.            First

Release Payment. Subject to the Executive’s timely execution, delivery and non-revocation of this Release pursuant to

Section 5(b), the Executive shall receive a lump sum payment in the gross amount of $1,000, less all applicable federal, state

and local withholding taxes and any other authorized or legally-required deductions (the “First Release

Payment”), payable on the regularly scheduled payroll date following the First Effective Date (as defined herein).

2.4.            Severance

Benefits. Provided that (i) the Executive timely executes, delivers and does not revoke this Release pursuant to

Section 5(b), (ii) the Executive’s timely re-execution, delivery and non-revocation of this Release pursuant to

Section 5(c), and (iii) the Executive’s compliance with the terms and conditions of this Release and the BPA (as

defined herein), the Company shall provide the Executive with the following payments and benefits (collectively, the

“Severance Benefits”):

2.4.1.

Pro-Rata Bonus: A lump sum payment of Executive’s pro-rata Target Bonus for the portion of 2026 that Executive was employed

by the Company and based on actual Company performance, in accordance with, and paid pursuant to, Section 2.2.3(a)(ii) of the

SPA;

2.4.2.

Base Salary Continuation: Continuation of Executive’s Base Salary of $600,000.00 per annum as salary continuation, in accordance

with, and paid pursuant to, Section 2.2.3(a)(iii) of the SPA;

2.4.3.

COBRA Subsidy: Subsidy of Executive’s benefits under COBRA for a period of twelve (12) months following the

Termination Date (i.e. May 31, 2027), in accordance with, and paid pursuant to,

Section 2.2.3(a)(iv) of the SPA.      Executive

understands that Company plans,

programs, practices and policies, may be amended, changed or terminated by the Company at any time without prior notice to, or

consent by, participants;

2.4.4.

Target Bonus: A lump sum payment of Executive’s Target Bonus for 2026 (i.e. $600,000.00), in accordance with, and paid

pursuant to, Section 2.2.3(a)(v) of the SPA;

2.4.5.

RSUs: Executive’s outstanding Restricted Stock Units (RSUs) shall be treated as set forth in the applicable Restricted

Stock Unit Grant Notice (“RSU Notice”) and the Global Business Travel Group, Inc. 2022 Equity Incentive

Plan (the “Equity Plan”), i.e. as set forth in Section 3(c) of the applicable RSU Notice; provided,

however, that notwithstanding any provision of the RSU Notice or the Equity Plan to the contrary, the Executive’s RSUs will remain

outstanding on the Termination Date and will be treated as though the Executive had remained employed by the Company through, and terminated

effective as of, November 30, 2026 (or such later date as may be mutually agreed by the Parties) (subject to all clawback,

settlement, cash-out, assumption, conversion, forfeiture and similar provisions (other than forfeiture due to a termination of employment)

applicable to such RSUs);

John David Thompson

Executive Release of Claims

2.4.6.

PSUs: Executive’s outstanding Performance Stock Units (PSUs) shall be treated as set forth in the applicable Performance

Stock Unit Grant Notice (“PSU Notice”) and the Equity Plan, i.e. Section 3(c) of the applicable

Performance Restricted Stock Unit Grant Notice; provided, however, that notwithstanding any provision of the PSU Notice or the

Equity Plan to the contrary, the Executive’s PSUs will remain outstanding on the Termination Date and will be treated as though

the Executive had remained employed by the Company through, and terminated effective as of, November 30, 2026 (or such later date

as may be mutually agreed by the Parties) (subject to all clawback, settlement, cash-out, assumption, conversion, forfeiture and similar

provisions (other than forfeiture due to a termination of employment) applicable to such PSUs); and

2.4.7.

Stock Options: Any outstanding stock options that Executive holds with respect to GBTGI shares shall be treated in accordance

with the terms of, as applicable, the Equity Plan, the Global Business Travel Group Inc. Management Incentive Plan (the “MIP”)

and the applicable award documents (collectively, the “Governing Documentation”); provided, however, that each

of Executive’s stock options granted on or prior to December 2, 2021 will remain outstanding and exercisable through the later

of (i) the last day of the post-termination exercise period applicable to such stock option in connection with a termination without

cause (as set forth in the Governing Documentation) or (ii) November 30, 2026 (or such later date as may be mutually agreed

by the Parties) (subject to all clawback, settlement, cash-out, assumption, conversion, forfeiture and similar provisions (other than

forfeiture due to a termination of employment) applicable to such options).

3.            Continuing

Obligations. The Executive acknowledges and agrees that each of the restrictive covenants to which the Executive is subject as of

the Agreement Date, including but not limited to the covenants set forth in the Business Protection Agreement that Executive signed on

April 2, 2025 (the “BPA”), will continue to apply in accordance with their terms for the applicable periods

with respect thereto (such restrictive covenants, collectively, the “Continuing Obligations”). The Executive

hereby reaffirms the Continuing Obligations and acknowledges and agrees that the Continuing Obligations remain in full force and are

incorporated by reference as if set forth herein and executed anew.

4.           General

Release.      The Executive, on behalf of himself, his descendants,

dependents, spouse(s), heirs, executors, administrators, personal representatives, assigns, and successors, and each of them, hereby

covenants not to sue and fully releases and discharges the Company Group, as defined in this Release, as well as the trustees, directors,

officers, members, managers, partners (whether general or limited), agents, attorneys, insurers, employees, representatives, assigns,

predecessors and successors, past and present, of each member of the Company Group, and any other persons or entities claimed to be jointly

or severally liable with any of the foregoing, and each of them, hereinafter together and collectively referred to as the “Releasees,”

with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions,

suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever

kind or nature (collectively “Claims”), in law, equity or otherwise, whether now known or unknown, suspected

or unsuspected, contingent or non-contingent, and whether or not concealed or hidden, which he now has, owns or holds (or may have, own,

or hold) or he has at any time heretofore had, owned or held, against any of said Releasees arising at any time up through and including

the date that he executes this Release pursuant to Section 5(b) or the date he re-executes this Release pursuant to Section 5(c),

as applicable.

John David Thompson

Executive Release of Claims

These released Claims include, but

are not limited to, all Claims arising out of or in any way related to the Executive’s employment with or his service as an officer,

director, member or manager of any member of the Company Group, the terms and conditions (including all wages, benefits, and other compensation)

of the Executive’s employment with or his service as an officer, director, member or manager of any member of the Company Group,

the Executive’s separation from such employment or service, the Executive’s investment in any member of the Company Group,

or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected,

contingent or non-contingent, concealed or apparent. Among the specific Claims released by this Release are, without limitation: (i) all

Claims of employment discrimination based upon any protected characteristic (such as age, race, color, sex, sexual orientation, national

origin, religion, and disability/handicap status), including, but not limited to, all claims arising under Title VII of the Civil Rights

Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 (“ADEA”),

the Older Workers Benefit Protection Act; and all Claims arising under the Employee Retirement Income Security Act of 1974, as amended,

or any similar federal, state or local law (each as amended); (ii) all Claims arising under the federal Family and Medical Leave

Act of 1993; (iii) all Claims arising under the New York State Human Rights Law (N.Y. Exec. Law §§ 290-301), the New York

City Human Rights Law (N.Y.C. Admin. Code § 8-101 et seq.), and/or any other comparable law, rule, or regulation of the local,

city, state equal, human or civil rights agency or commission, and any other local, city, state or federal discrimination laws, the anti-retaliation

provisions of the New York State Workers’ Compensation Law (N.Y. Workers’ Comp. Law § 125), the New York Civil Rights

Law (N.Y. Civ. Rights Law, §§ 40-45), Article 23-A of the New York State Corrections Law (N.Y. Correct. Law §§750-755

and N.Y. Exec. Law §296(15), the anti-retaliation provisions of the New York State False Claims Act (N.Y. Finance Law § 191),

the New York State Worker Adjustment and Retraining Notification Act (N.Y. Lab. Law §§ 860-860-i), the wage and wage payment

provisions of the New York State Labor Law (N.Y. Lab. Law §§ 190-199A), the New York City Earned Safe and Sick Time Act (N.Y.C.

Admin. Code §§ 20-911-20-924), the New York State Minimum Wage Act (N.Y, Lab. Law §663) and the New York State Wage Order

for Miscellaneous Industries and Occupations; (iv) all Claims arising under the Arizona Employment Protection Act; Civil Rights Act;

and the Wage and Hour Law; and (v) all common law Claims, including, but not limited to, Claims for breach of contract, defamation,

interference with contractual/prospective contractual relations, invasion of privacy, promissory estoppel, negligence, breach of the covenant

of good faith and fair dealing, fraud, infliction of emotional distress, wrongful discharge, punitive damages, and any other common law

Claims under the laws of any jurisdiction. It is intended that the language relating to the description of Claims in this Section shall

be given the broadest possible interpretation permitted by law.

John David Thompson

Executive Release of Claims

Notwithstanding

the foregoing, the above release shall not apply to (1) any claims for breach of this Release by the Company; (2) any right

of the Executive to receive workers’ compensation benefits or other rights or claims that cannot be waived as a matter of

law; (3) any right to continue the Executive’s group health benefits in accordance with

the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (4) any right of the Executive to indemnification for his

actions and omissions as an officer under the Company Group’s governing documents; (5) any

rights to coverage under any applicable directors and officers liability insurance policy; (6) to enforce the terms of this Release,

or (7) any claims that may arise after the date on which the Executive executes or re-executes this Release (as applicable).

5.            Covenant

Not to Sue. The Executive acknowledges and agrees that he has not filed and will not file (or join, or accept any relief in)

a lawsuit against any of the Releasees pleading or asserting any Claims released in the above general release. If the Executive

breaches this promise, and the action is found to be barred in whole or in part by this Release, the Executive agrees to pay the

attorneys’ fees and costs, or the proportions thereof, incurred by the applicable

Releasee in defending against those Claims that are found to be barred by this Release and (i) the obligation to provide the

Severance Benefits shall immediately cease and (ii) the Executive shall be required to promptly repay to the Company any

Severance Benefit previously paid or provided to him; provided, however, that in all cases, this Release shall continue to be fully

effective and enforceable. Notwithstanding the foregoing, nothing in this Section precludes the Executive from challenging the

validity of the release above under the requirements of the ADEA, and the Executive shall not be responsible for reimbursing the

attorneys’ fees and costs of the Releasees in connection with such a challenge to the

validity of the release, nor shall the Severance Benefit cease or be repayable in the event of such a challenge. However, the

Executive acknowledges that the release of claims contained in this Release applies to all claims the Executive has under the ADEA,

and that, unless the release is held to be invalid, all of the Executive’s claims under

the ADEA shall be extinguished. In addition, nothing in this Release shall preclude or prevent the Executive from filing a charge

with, participating in an investigation by or proceeding before, or providing truthful information to the United States Equal

Employment Opportunity Commission or other federal, state or local agency, but the Executive acknowledges and agrees that the

Executive shall not accept any relief obtained on his behalf in any proceeding by any government agency, private party, class, or

otherwise with respect to any Claims covered by this Release. Furthermore, if any Claim is not subject to release, to the extent

permitted by applicable laws, the Executive waives any right or ability to be a class or collective action representative or to

otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in

which any of the Releasees is a party. Nothing in this Release or otherwise shall prohibit the Executive from reporting possible

violations of federal law or regulation to any governmental agency or entity or self-regulatory organization (including but not

limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General), or making

other disclosures that are protected under the whistleblower provisions of federal law or regulation (it being understood that the

Executive does not need the prior authorization of the Company to make any such reports or disclosures or to notify the Company that

Executive has made such reports or disclosures).

John David Thompson

Executive Release of Claims

Executive confirms that he does not

have nor is he a party to any current charge, complaint, grievance or other proceeding against the Company pending before any local, state

or federal agency regarding my employment.

Executive affirms that, except as set

forth in Section 2 of this Release, he has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits

which are due and payable as of the date he executes or re-executes this Release (as applicable).

Executive affirms that he has been

granted any leave to which he was entitled to under the Family and Medical Leave Act or related state or local leave or disability accommodations

laws. He further affirms that he has no known workplace injuries or occupational diseases.

6.            Review

and Revocation Rights.

6.1.        Advice

of Counsel. The Company advises the Executive to consult with an attorney of the Executive’s choosing prior to executing

and re-executing this Release. In entering into this Release, the Executive represents that he has relied upon, or had the opportunity

to rely upon, the advice of his attorney, who is an attorney of his own choice, and that the terms of this Release have been completely

read and explained to his by his attorney (or he has had the opportunity to do so), and that those terms are fully understood and voluntarily

accepted by the Executive. The Executive also agrees and acknowledges that the Executive is receiving benefits and payments to which the

Executive would not otherwise be entitled unless the Executive execute and re-executes this Release and does not timely revoke the Executive’s

consent to this Release, that the Executive has voluntarily consented to this Release, and that the Executive has entered into this Release

freely, knowingly and voluntarily.

6.2.        Execution

of this Release. The Executive understands and agrees that to be eligible to receive the First Release Payment, the Executive

must execute and return this Release to the Company (in accordance with the procedures set forth in Section 7.5 of this Release)

within twenty-one (21) calendar days following the Agreement Date. The Executive acknowledges that he has been given twenty-one (21) days

to consider the terms of this Release, including the release in Section 4 of this Release. However, the Executive may execute

and return this Release before the expiration of the twenty-one (21)-day period. If the Executive signs this Release prior to the expiration

of the twenty-one (21) day period, the Executive acknowledges by signing that such decision was entirely voluntary and that the Executive

had the opportunity to consider this Release for the entire twenty-one (21) day period. Once executed, the Executive will have seven (7) additional

calendar days from the date that the Executive executes this Release to revoke the Executive’s consent to such re-execution. Such

revocation must be in writing and must be addressed and sent in accordance with the procedures set forth in Section 7.5 of this Release.

The Executive’s execution of this Release shall not become effective or enforceable until the eighth (8th) calendar day after the

date on which the Executive executes this Release, which will be the “First Effective Date” of this Release.

If the Executive does not execute and return this Release within twenty-one (21) calendar days following the Agreement Date, or if the

Executive timely revokes the Executive’s execution within the seven (7) calendar day revocation period following the date on

which the Executive executes this Release, (i) the Company shall have no obligation to provide the Executive with the First Release

Payment, and (ii) the Executive’s obligations under the BPA shall remain in full force

and effect. By the Executive’s execution of this Release, the release set forth in Section 4 of this Release shall be

deemed to cover any Claims which the Executive ever had, now has or may hereafter claim to have, existing or occurring at any time on

or before the date of execution.

John David Thompson

Executive Release of Claims

6.3.        Re-Execution

of this Release. The Executive further understands and agrees that to be eligible to receive any of the Severance Benefits, the

Executive must re-execute and return this Release to the Company (in accordance with the procedures set forth in Section 7.5 of this

Release) within twenty-one (21) calendar days following the Termination Date (but not before the Termination Date). The Executive acknowledges

that he has been given twenty-one (21) days following the Termination Date to consider the terms of this Release, including the release

in Section 4 of this Release. However, the Executive may re-execute and return this Release before the expiration of the twenty-one

(21)-day period; provided, that in no event may the Executive re-execute this Release prior to the Termination Date. If

the Executive signs this Release prior to the expiration of the twenty-one (21) day period, the Executive acknowledges by signing that

such decision was entirely voluntary and that he had the opportunity to consider this Release for the entire twenty-one (21) day period.

Once re-executed, the Executive will have seven (7) additional calendar days from the date that he re-executes this Release to revoke

his consent to such re-execution. Such revocation must be in writing and must be addressed and sent in accordance with the procedures

set forth in Section 7.5 of this Release. The Executive’s re-execution of this Release shall not become effective or enforceable

until the eighth (8th) calendar day after the date on which he re-executes this Release, which will be the “Second Effective

Date” of this Release. If the Executive does not re-execute and return this Release within twenty-one (21) calendar days

following the Termination Date, or if the Executive timely revokes his re-execution within the seven (7) calendar day revocation

period following the date on which he re-executes this Release, (i) the Company shall have no obligation to provide the Executive

with any of the Severance Benefits, (ii) the Executive’s prior release of Claims pursuant to the release set forth in Section 4

of this Release shall remain in full force and effect, and (iii) the Executive’s obligations under the BPA shall remain

in full force and effect. By the Executive’s re-execution of this Release, the release set forth in Section 4 of this

Release shall be deemed to cover any Claims which the Executive ever had, now has or may hereafter claim to have, existing or occurring

at any time on or before the date of re-execution.

6.4.        The

Executive agrees that changes to this Release, whether material or immaterial, will not restart the running of the twenty-one (21) calendar

day period for the Executive’s execution or re-execution of this Release.

7.           Acknowledgment.

7.1.            The

Executive acknowledges and agrees that provision of the Severance Benefits under Section 3 shall be conditioned upon the Executive’s

compliance with Executive’s obligations under this Release and the documents referenced herein, and any and all restrictive covenants

to which Executive is bound for the benefit of the Company, GBTGI, or any of their Subsidiaries or affiliates.

7.2.           Other

than the benefits described in Section 2 of this Release, the Executive shall not be entitled to receive any payments or benefits

from the Company, GBTGI, or any of their Subsidiaries or affiliates as

the result of Executive’s termination of employment (including, without limitation, under any severance plan, policy, program or

arrangement of the Company, GBTGI, or any of their Subsidiaries or affiliates).

John David Thompson

Executive Release of Claims

8.            Miscellaneous.

8.1.            Successors

and Assigns. This Release is personal to the Executive and shall not, without the prior written consent of the Company, be assignable

by the Executive; provided, that this Release shall inure to the benefit of and be binding upon the Executive’s heirs, executors,

and administrators in the event of the Executive’s death. This Release shall inure to the benefit of and be binding upon the Company

and its successors and assigns, and any such successor or assignee shall be deemed substituted for the Company under the terms of this

Release. The Company may assign this Release without the Executive's consent.

8.2.            Waiver.

No waiver of any breach of any term or provision of this Release shall be construed to be, nor shall be, a waiver of any other breach

of this Release. No waiver shall be binding unless in writing and signed by the party waiving the breach.

8.3.            Modification.

This Release may not be amended or modified other than by a written agreement executed by the Executive and the Company.

8.4.            Complete

Agreement. This Release, together with the SPA (as modified by this Release) and the BPA, constitute and contain the entire agreement

and final understanding between the Parties hereto and their respective affiliates concerning the subject matter hereof and thereof, and

supersede and replace all prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning such subject

matter.

8.5.            Notice.

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:

To the Company:

GBT

US LLC

666

Third Avenue

4th

Floor

New

York, NY 10017

Attention:

Patricia A. Huska

[***]

To the Executive:

his most recent address in the Company's

Records

[***]

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.

John David Thompson

Executive Release of Claims

8.6.            Severability.

If any provision of this Release or the application thereof is held invalid, the invalidity shall not affect other provisions or applications

of this Release which can be given effect without the invalid provisions or applications, and to this end the provisions of this Release

are declared to be severable.

8.7.            Applicable

Law; Disputes; WAIVER OF JURY TRIAL. This Release shall be governed by and construed in accordance with the laws of the State

of New York, applied without reference to principles of conflicts of law. Any suit, action or proceeding based on any matter arising out

of, related to, or in connection with, the Executive’s employment or service with any member of the Company Group or the termination

thereof, or this Release shall be brought exclusively in arbitration pursuant to the Company’s employment arbitration policy, or

if not subject to such policy or relating to the enforcement of Executive’s post-employment obligations to the Company (i.e. related

to post-employment restrictive covenants), in the United States District Court for the Southern District of New York or, if federal jurisdiction

does not exist, the courts of the State of New York (located in the Borough of Manhattan, New York City, New York), and the parties hereto

hereby agree and consent to be subject to the exclusive jurisdiction of those courts (and their courts of appeal). Each party hereto hereby

irrevocably waives, 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. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN ANY COURT DIRECTLY OR INDIRECTLY

ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE EXECUTIVE’S EMPLOYMENT OR SERVICE WITH ANY MEMBER OF THE COMPANY GROUP OR

THE TERMINATION THEREOF, OR THIS RELEASE OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF (WHETHER

ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).

8.8.            Cooperation

in Drafting. Each Party has cooperated in the drafting and preparation of this Release. Hence, in any construction to be made

of this Release, the same shall not be construed against any party on the basis that the party was the drafter.

8.9.            Counterparts.      This

Release may be executed and re-executed in counterparts and each counterpart, when executed or re-executed (as applicable), shall have

the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

8.10.

ADEA Notice.

The Executive acknowledges and agrees that this Release includes a waiver of claims under the ADEA and complies with the requirements

of the Older Workers Benefit Protection Act, 29 U.S.C. §626(f). The Executive specifically acknowledges that he understands that

the payments described in Section 2 above (other than Sections 2.1-2.2) are offered

as consideration for the Executive’s agreement to the general release of claims, including any claims based upon the ADEA set forth

in Section 4 above, as well as the Executive’s compliance with this Release.

John David Thompson

Executive Release of Claims

8.11.

Supplementary Documents. All parties agree to cooperate fully and to execute any and all supplementary documents and

to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Release and

which are not inconsistent with its terms.

8.12.

Headings. The section headings contained in this Release are inserted for convenience only and shall not affect in any

way the meaning or interpretation of this Release.

8.13.

Taxes. All payments under this Release shall be reduced by all applicable tax withholdings and payroll deductions. Other

than the Company Group’s obligation to withhold taxes as required by law or regulation, the Executive shall be solely responsible

for any taxes imposed on the Executive as a result of the provision of the Severance Benefits and the Accrued Benefits.

8.14.

Code Section 409A Compliance. This Release is intended to comply with, or be exempt from, to the extent applicable,

Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Code

Section 409A”), and the parties hereto agree to interpret this Release in the least restrictive manner necessary to

comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum

extent possible, any severance owed under this Release shall be construed to fit within the “short-term deferral rule” under

Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A.

Notwithstanding any other provision of this Release to the contrary, if the Executive is a “specified employee” within the

meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Release would be

subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s

“separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this

Release (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from

service (except as provided in clause (ii)(B) of this Section 8.14) and (ii) shall instead be paid to the Executive in

a lump-sum payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation

from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been

made absent such death).      If the Executive’s termination of

employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any

amounts payable hereunder and which are subject to Code Section 409A shall not be paid or commence until the Executive has experienced

a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit

shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided,

during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent

calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar

year immediately following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, no

member of the Company Group or any of their respective affiliates shall have any liability to the Executive or to any other Person if

this Release is not exempt from or compliant with Code Section 409A, or if the payments and/or benefits provided in this Release

that are intended to be exempt from or compliant with Code Section 409A

are not so exempt or compliant. Each payment payable under this Release shall be treated as a separate payment in a series of payments

within the meaning of, and for purposes of, Code Section 409A. Notwithstanding the foregoing or anything contained in this Release

to the contrary, if payment of any amounts set forth in this Release (other than the Accrued Benefits) are treated as “non-qualified

deferred compensation” under Code Section 409A, then if such payments or benefits could commence in more than one taxable year

depending on when this Release is executed or re-executed, as applicable (regardless of when this Release is actually executed or re-executed,

as applicable), then such payments and benefits that otherwise would have been payable in the calendar year in which the Termination Date

occurs shall be withheld and instead shall be payable on the first payroll date in the calendar year immediately following the calendar

year in which the Termination Date occurs (with all remaining payments to be made as if no such delay had occurred). For purposes of Section 2

of this Release, the Termination Date shall be interpreted to mean the date on which Executive incurs a “separation from service”

with the Company (within the meaning of Code Section 409A).

[Remainder of Page Left Intentionally Blank

/ Signatures on Next Page]

PLEASE READ CAREFULLY BEFORE SIGNING.

THIS RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY, ITS AFFILIATES AND AGENTS EXCEPT

AS STATED HEREIN.

GBT US LLC

By:

/s/

Patricia Huska

Name:

Patricia Huska

Title:

Chief People Officer

Accepted and Agreed:

/s/

John David Thompson

Date: 07 May 2026

Re-Execution (no earlier than the Termination Date)

Accepted and Agreed:

John David Thompson

Date:

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