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Exhibit 10.5
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement,
originally dated as of October 1, 1998 and amended and restated as of March 8,
2000 (the "First Restatement"), is hereby further amended and restated as of
January 2, 2002 (the "Second Restatement"), by and between Cendant Corporation,
a Delaware corporation ("Cendant") and John W. Chidsey (the "Executive").
WHEREAS, Cendant desires to continue to employ the Executive
as Chief Executive Officer of each of Cendant's Vehicle Services Division and
Financial Services Division, and the Executive desires to serve Cendant in such
capacity.
NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
SECTION I
EMPLOYMENT
Cendant agrees to employ the Executive and the Executive agrees to be
employed by Cendant for the Period of Employment as provided in Section III
below and upon the terms and conditions provided in this Agreement.
SECTION II
POSITION AND RESPONSIBILITIES
During the Period of Employment, the Executive will serve as Chief
Executive Officer of each of Cendant's Vehicle Services Division and Financial
Services Division, and subject to the direction of the Chief Executive Officer
of Cendant (the "CEO"), will perform such duties and exercise such supervision
with regard to the business of Cendant as are associated with such position, as
well as such additional duties as may be reasonably prescribed from time to time
by the Board of Directors of Cendant (the "Board") and/or the CEO. Cendant
acknowledges that such position is equivalent to the position of Vice Chairman
of Cendant Corporation for purposes of employee benefits, officer perquisites,
officer indemnification and compensation. The Executive will, during the Period
of Employment, devote substantially all of his time and attention during normal
business hours to the per-
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formance of services for Cendant. The Executive will maintain a primary office
and conduct his business in Parsippany, New Jersey (the "Business Office"),
except for normal and reasonable business travel in connection with his duties
hereunder.
SECTION III
PERIOD OF EMPLOYMENT
The period of the Executive's employment under this Agreement
(the "Period of Employment") will end on December 31, 2004, subject to extension
or termination as provided in this Agreement.
SECTION IV
COMPENSATION AND BENEFITS
A. COMPENSATION.
For all services rendered by the Executive pursuant to this Agreement
during the Period of Employment, including services as an executive, officer,
director or committee member of Cendant or any subsidiary or affiliate of
Cendant, the Executive will be compensated as follows:
i. BASE SALARY.
During the Period of Employment, Cendant will pay the
Executive a fixed base salary ("Base Salary") of not less than $750,000, per
annum, and from time to time will be eligible to receive annual increases as the
Board deems appropriate in accordance with Cendant's customary procedures
regarding the salaries of senior officers, but with due consideration given to
the published Consumer Price Index applicable to the New York/New Jersey greater
metropolitan area. Base Salary will be payable according to the customary
payroll practices of Cendant, but in no event less frequently than once each
month.
ii. ANNUAL INCENTIVE AWARDS
The Executive will be eligible for discretionary annual
incentive compensation awards; PROVIDED, that the Executive will be eligible to
receive an annual bonus for each fiscal year of Cendant during the Period of
Employment based upon a target bonus equal to 100% of Base Salary, subject to
Cendant's attainment of
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applicable performance targets established and certified by the Compensation
Committee of the Board (the "Committee"). The parties acknowledge that it is
currently contemplated that such performance targets will be stated in terms of
"earnings before interest and taxes" of Cendant, however such targets may relate
to such other financial and business criteria of Cendant or any of its
subsidiaries or business units as determined by the Committee in its sole
discretion (each such annual bonus, an "Incentive Compensation Award").
iii. LONG-TERM INCENTIVE AWARDS
The Executive will be eligible for annual stock option awards,
subject to the sole discretion of the Committee.
iv. ADDITIONAL BENEFITS
The Executive will be entitled to participate in all other
compensation and employee benefit plans or programs and receive all benefits and
perquisites for which salaried employees of Cendant generally are eligible under
any plan or program now in effect, or later established by Cendant, on the same
basis as similarly situated senior executives of Cendant with comparable duties
and responsibilities. The Executive will participate to the extent permissible
under the terms and provisions of such plans or programs, and in accordance with
the terms of such plans and program. Cendant acknowledges that it has
implemented a supplemental life insurance program (the "Insurance Program")
intended to provide senior executive officers with life insurance with a death
benefit of up to $5,000,000, and that the Executive may continue to participate
therein so long as Cendant continues to maintain such Insurance Program, and
further subject to the terms of such Insurance Program and any agreements
entered into by the Executive and Cendant in respect of the Insurance Program.
SECTION V
BUSINESS EXPENSES
Cendant will reimburse the Executive for all reasonable travel
and other expenses incurred by the Executive in connection with the performance
of his duties and obligations under this Agreement. The Executive will comply
with such limitations and reporting requirements with respect to expenses as may
be established by Cendant from time to time and will promptly provide all
appropriate and requested documentation in connection with such expenses.
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SECTION VI
DISABILITY
A. If the Executive becomes Disabled, as defined below, during the
Period of Employment, the Period of Employment may be terminated at the option
of the Executive upon notice of resignation to Cendant, or at the option of
Cendant upon notice of termination to the Executive. Cendant's obligation to
make payments to the Executive under this Agreement will cease as of such date
of termination, except for earned but unpaid Base Salary, any earned but unpaid
Incentive Compensation Awards and the Extended Benefits (as defined below). In
such event, each of the Executive's then outstanding options to purchase shares
of Cendant common stock which was granted on or after March 8, 2000 will become
immediately and fully vested and exercisable and, notwithstanding any term or
provision relating to such option to the contrary, shall remain exercisable
until the original expiration date of such option. For purposes of this
Agreement, "Disabled" means the Executive's inability to perform his duties
hereunder as a result of serious physical or mental illness or injury for a
period of no less than 180 days, together with a determination by an independent
medical authority that (i) the Executive is currently unable to perform such
duties and (ii) in all reasonable likelihood such disability will continue for a
period in excess of an additional 90 days. Such medical authority shall be
mutually and reasonably agreed upon by Cendant and the Executive and such
opinion shall be binding on Cendant and the Executive.
SECTION VII
DEATH
In the event of the death of the Executive during the Period
of Employment, the Period of Employment will end and Cendant's obligation to
make payments under this Agreement will cease as of the date of death, except
for earned but unpaid Base Salary, any earned but unpaid Incentive Compensation
Awards, which will be paid to the Executive's surviving spouse, estate or
personal representative, as applicable, and the Extended Benefits. In addition,
in such event, each of the Executive's then outstanding options to purchase
shares of Cendant common stock which was granted on or after March 8, 2000 will
become immediately and fully vested and exercisable and, notwithstanding any
term or provision relating to such options to the contrary, shall remain
exercisable (by the Executive's beneficiary or estate, as provided in any
applicable option plan or agreement) until the original expiration date of such
option.
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SECTION VIII
EFFECT OF TERMINATION OF EMPLOYMENT
A. WITHOUT CAUSE TERMINATION AND CONSTRUCTIVE DISCHARGE. If
the Executive's employment terminates due to either a Without Cause Termination
or a Constructive Discharge during the Period of Employment (i) Cendant will pay
the Executive upon such termination a lump sum amount equal to the product of
(A) the sum of the Executive's then current Base Salary and the Executive's
target Incentive Compensation Award for the year in which such termination
occurs, multiplied by (B) 300%, (ii) Cendant will pay the Executive upon such
termination any and all Base Salary and Incentive Compensation Awards earned but
unpaid through the date of such termination, (iii) each of the Executive's then
outstanding options to purchase shares of Cendant common stock which was granted
on or after March 8, 2000 will become immediately and fully vested and
exercisable (if not already vested and exercisable) as of the date of such
termination and, notwithstanding any term or provision relating to such options
to the contrary, shall remain exercisable until the original expiration date of
such option, (iv) the Executive will receive the Extended Benefits, (v) Cendant
will continue to make premium payments in respect of the Executive's insurance
policies under the Insurance Program for a period which is no less favorable
than any post-termination period of coverage that any other senior executive
officer of Cendant (other than the Chief Executive Officer) is entitled to
receive in connection with a without cause termination; PROVIDED, that the
foregoing is not intended to modify or amend the terms of the agreements between
Cendant and the Executive in respect of the Insurance Program and (vi) if the
Executive is then participating in a management car program sponsored by
Cendant, then Cendant will take such action necessary to transfer ownership of
one car which the Executive is then using pursuant to such program.
B. TERMINATION FOR CAUSE; RESIGNATION. If the Executive's
employment terminates due to a Termination for Cause or a Resignation (other
than a Resignation under paragraph C of this Section VIII), Base Salary and any
Incentive Compensation Awards earned but unpaid as of the date of such
termination will be paid to the Executive in a lump sum. Each outstanding stock
options held by the Executive as of the date of termination will be treated in
accordance with its terms. Except as provided in this paragraph, Cendant will
have no further obligations to the Executive hereunder.
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C. RESIGNATION AFTER EXPIRATION OF PERIOD OF EMPLOYMENT. If
each of (i) the Executive's employment terminates due to a Resignation at any
time following the expiration of the Period of Employment, as extended from time
to time and (ii) Cendant does not offer to extend the Period of Employment on
terms and conditions either (A) substantially equivalent to the then existing
terms and conditions applicable to his employment or (B) no less favorable in
the aggregate than the terms and conditions applicable to the employment of any
other senior officer of Cendant (other than the Chief Executive Officer), then
(1) Cendant will pay the Executive an amount equal to the Executive's then
current Base Salary and (2) each of the Executive's then outstanding options to
purchase shares of Cendant common stock which were granted on or after March 8,
2000, whether or not then vested, will become immediately vested (to the extent
not already vested) as of the date of such termination and will, notwithstanding
any term or provision relating to such options to the contrary, remain
exercisable until the original expiration date of such option. In addition, upon
any Resignation following the expiration of the Period of Employment,
notwithstanding any offer from Cendant to extend the Period of Employment, the
Executive will receive the Extended Benefits.
D. For purposes of this Agreement, the following terms have
the following meanings:
i. "Termination for Cause" means (i) the Executive's willful failure to
substantially perform his duties as an employee of Cendant or any subsidiary
(other than any such failure resulting from incapacity due to physical or mental
illness), (ii) any act of fraud or embezzlement against Cendant or any
subsidiary, or any act of misappropriation, dishonesty or similar conduct
resulting in material economic damage to Cendant or any subsidiary, (iii) the
Executive's conviction of a felony or any crime involving moral turpitude (which
conviction, due to the passage of time or otherwise, is not subject to further
appeal) or (iv) the Executive's gross negligence in the performance of his
duties.
ii. "Constructive Discharge" means (i) any material failure of Cendant
to fulfill its obligations under this Agreement (including without limitation
any reduction of the Base Salary, as the same may be increased during the Period
of Employment, or other element of compensation, or any material and sustained
reduction in the Executive's duties) or (ii) the Business Office is relocated to
any location which is both (A) more than 30 miles from the city limits of
Parsippany, New Jersey and (B) outside of the borough of Manhattan, New York
City; PROVIDED, HOWEVER, that a Constructive Discharge will not occur by virtue
of Cendant determining that the Ex-
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ecutive shall no longer be Chief Executive Officer of either the Vehicle
Services Division or the Financial Services Division, so long as the Executive
remains Chief Executive Officer of one of those divisions and such division is
substantially similar or larger in scope, size and revenue as is currently the
case. The Executive will provide Cendant a written notice which describes the
circumstances being relied on for the termination with respect to this Agreement
within thirty (30) days after the event giving rise to the notice. Cendant will
have thirty (30) days after receipt of such notice to remedy the situation prior
to the termination for Constructive Discharge.
iii. "Without Cause Termination" or "Terminated Without Cause" means
termination of the Executive's employment by Cendant other than due to death,
disability, or Termination for Cause.
iv. "Resignation" means a termination of the Executive's employment by
the Executive, other than in connection with a Constructive Discharge.
v. "Extended Benefits" means health and dental insurance benefits under
the applicable employee benefit plan sponsored by Cendant (or any other
comparable plan or arrangement) for the Executive and his covered dependents for
a period beginning on the Executive's termination of employment and ending on
the first to occur of the Executive's 65th birthday and the date the Executive
becomes eligible for coverage under Medicare or such other governmental
insurance program, subject to the terms of the applicable employee benefit plan
and applicable law, and further subject to the payment by the Executive of
applicable employee premium contributions, co-payments, deductibles and similar
costs.
D. CONDITIONS TO PAYMENT AND ACCELERATION. All payments and
benefits due to the Executive under this Section VIII shall be made as soon as
practicable; PROVIDED, HOWEVER, that such payments and benefits shall be subject
to, and contingent upon, the execution by the Executive (or his beneficiary or
estate) of a release of claims against Cendant and its affiliates in such form
determined by Cendant in its sole discretion. The payments due to the Executive
under this Section VIII shall be in lieu of any other severance benefits
otherwise payable to the Executive under any severance plan of Cendant or its
affiliates. To the extent any term or condition of any option to purchase
Cendant common stock conflicts with any term or condition of this Agreement
applicable to such option, the term or condition set forth in this Agreement
shall govern.
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SECTION IX
OTHER DUTIES OF THE EXECUTIVE
DURING AND AFTER THE PERIOD OF EMPLOYMENT
A. The Executive will, with reasonable notice during or after
the Period of Employment, furnish information as may be in his possession and
fully cooperate with Cendant and its affiliates as may be requested in
connection with any claims or legal action in which Cendant or any of its
affiliates is or may become a party. After the Period of Employment, the
Executive will cooperate as reasonably requested with Cendant and its affiliates
in connection with any claims or legal actions in which Cendant or any of its
affiliates is or may become a party. Cendant agrees to reimburse the Executive
for any reasonable out-of-pocket expenses incurred by Executive by reason of
such cooperation, including any loss of salary, and Cendant will make reasonable
efforts to minimize interruption of the Executive's life in connection with his
cooperation in such matters as provided for in this paragraph.
B. The Executive recognizes and acknowledges that all
information pertaining to this Agreement or to the affairs; business; results of
operations; accounting methods, practices and procedures; members; acquisition
candidates; financial condition; clients; customers or other relationships of
Cendant or any of its affiliates ("Information") is confidential and is a unique
and valuable asset of Cendant or any of its affiliates. Access to and knowledge
of certain of the Information is essential to the performance of the Executive's
duties under this Agreement. The Executive will not during the Period of
Employment or thereafter, except to the extent reasonably necessary in
performance of his duties under this Agreement, give to any person, firm,
association, corporation, or governmental agency any Information, except as may
be required by law. The Executive will not make use of the Information for his
own purposes or for the benefit of any person or organization other than Cendant
or any of its affiliates. The Executive will also use his best efforts to
prevent the disclosure of this Information by others. All records, memoranda,
etc. relating to the business of Cendant or its affiliates, whether made by the
Executive or otherwise coming into his possession, are confidential and will
remain the property of Cendant or its affiliates.
C. i. During the Period of Employment and either (i) for a
period of two years thereafter if the Executive receives severance benefits
under Section VIII.A. above or (ii) for a one year period thereafter under any
other circumstances (the "Restricted Period"), irrespective of the cause, manner
or time of any termination, the Executive will not use his status with Cendant
or any of its affiliates
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to obtain loans, goods or services from another organization on terms that would
not be available to him in the absence of his relationship to Cendant or any of
its affiliates.
ii. During the Restricted Period, the Executive will not make any
statements or perform any acts intended to advance the interest of any existing
competitors (or any entity which the Executive knows to be a prospective
competitor) of Cendant's Vehicle Services Division or Financial Services
Division (collectively, the "Protected Business") or in any way injuring the
interests of the Protected Business. During the Restricted Period, the
Executive, without prior express written approval by the Board, will not engage
in, or directly or indirectly (whether for compensation or otherwise) own or
hold proprietary interest in, manage, operate, or control, or join or
participate in the ownership, management, operation or control of, or furnish
any capital to or be connected in any manner with, any party which competes in
any way or manner with the Protected Business, as such business may be conducted
from time to time, either as a general or limited partner, proprietor, common or
preferred shareholder, officer, director, agent, employee, consultant, trustee,
affiliate, or otherwise. The Executive acknowledges that the Protected Business
is conducted nationally and internationally and agrees that the provisions in
the foregoing sentence will operate throughout the United States and the world.
iii. During the Restricted Period, the Executive, without express prior
written approval from the Board, will not solicit any members or the
then-current clients of Cendant or any of its affiliates for any existing
business of Cendant or any of its affiliates or discuss with any employee of
Cendant or any of its affiliates information or operation of any business
intended to compete with Cendant or any of its affiliates.
iv. During the Restricted Period, the Executive will not interfere with
the employees or affairs of Cendant or any of its affiliates or solicit or
induce any person who is an employee of Cendant or any of its affiliates to
terminate any relationship such person may have with Cendant or any of its
affiliates, nor will the Executive during such period directly or indirectly
engage, employ or compensate, or cause or permit any person (if such person is
within the Executive's control) with which the Executive may be affiliated, to
engage, employ or compensate, any employee of Cendant or any of its affiliates.
The Executive hereby represents and warrants that the Executive has not entered
into any agreement, understanding or arrangement with any employee of Cendant or
any of its affiliates pertaining to any business in
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which the Executive has participated or plans to participate, or to the
employment, engagement or compensation of any such employee.
v. For the purposes of this Agreement, proprietary interest means legal
or equitable ownership, whether through stock holding or otherwise, of an equity
interest in a business, firm or entity or ownership of more than 5% of any class
of equity interest in a publicly-held company and the term "affiliate" will
include without limitation all subsidiaries and licensees of Cendant.
D. The Executive hereby acknowledges that damages at law may
be an insufficient remedy to Cendant if the Executive violates the terms of this
Agreement and that Cendant will be entitled, upon making the requisite showing,
to preliminary and/or permanent injunctive relief in any court of competent
jurisdiction to restrain the breach of or otherwise to specifically enforce any
of the covenants contained in this Section IX without the necessity of showing
any actual damage or that monetary damages would not provide an adequate remedy.
Such right to an injunction will be in addition to, and not in limitation of,
any other rights or remedies Cendant may have. Without limiting the generality
of the foregoing, neither party will oppose any motion the other party may make
for any expedited discovery or hearing in connection with any alleged breach of
this Section IX.
E. The period of time during which the provisions of this
Section IX will be in effect will be extended by the length of time during which
the Executive is in breach of the terms hereof as determined by any court of
competent jurisdiction on Cendant's application for injunctive relief.
F. The Executive agrees that the restrictions contained in
this Section IX are (i) an essential element of the compensation the Executive
is granted hereunder and but for the Executive's agreement to comply with such
restrictions, Cendant would not have entered into this Agreement and (ii) in
addition to and not in lieu of any other restrictions agreed to by the Executive
whether in connection with any Cendant compensation programs or otherwise.
SECTION X
INDEMNIFICATION
Cendant will indemnify the Executive to the fullest extent permitted by
the laws of the state of Cendant's incorporation in effect at that time, or the
certificate of
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incorporation and by-laws of Cendant, whichever affords the greater protection
to the Executive.
SECTION XI
CERTAIN TAXES
In the event that the Executive becomes entitled to any benefits or
payments pursuant to this Agreement or otherwise in connection with a change in
the control of Cendant or the Executive's termination of employment with Cendant
(such benefits or payments excluding the Gross-Up Payment collectively, the
"Total Payments") that are subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes,
including any interest or penalties imposed with respect to such taxes, and
including any federal, state and local income taxes and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Total Payments. All determinations
required to be made under this Section XI, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by the
accounting firm which was, immediately prior to the applicable change in the
control of Cendant, Cendant's independent auditor.
SECTION XII
MITIGATION
The Executive will not be required to mitigate the amount of
any payment provided for hereunder by seeking other employment or otherwise, nor
will the amount of any such payment be reduced by any compensation earned by the
Executive as the result of employment by another employer after the date the
Executive's employment hereunder terminates.
SECTION XIII
WITHHOLDING TAXES
The Executive acknowledges and agrees that Cendant may
directly or indirectly withhold from any payments under this Agreement all
federal, state, city or other taxes that will be required pursuant to any law or
governmental regulation.
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SECTION XIV
EFFECT OF PRIOR AGREEMENTS
This Agreement will supersede any prior employment agreement
between Cendant and the Executive hereof, including, without limitation, that
certain letter agreement between Cendant and the Executive dated as of April 30,
1998 (but excluding the Memorandum to the Executive from Henry R. Silverman
dated as of January 15, 1998 regarding certain compensation arrangements
applicable in 1998) and any such prior employment agreement will be deemed
terminated without any remaining obligations of either party thereunder.
SECTION XV
CONSOLIDATION, MERGER OR SALE OF ASSETS
Nothing in this Agreement will preclude Cendant from
consolidating or merging into or with, or transferring all or substantially all
of its assets to, another corporation which assumes this Agreement and all
obligations and undertakings of Cendant hereunder. Upon such a consolidation,
merger or sale of assets the term "Cendant" will mean the other corporation and
this Agreement will continue in full force and effect.
SECTION XVI
MODIFICATION
This Agreement may not be modified or amended except in
writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived except in writing by the party charged with waiver. A
waiver will operate only as to the specific term or condition waived and will
not constitute a waiver for the future or act on anything other than that which
is specifically waived.
SECTION XVII
GOVERNING LAW
This Agreement has been executed and delivered in the State of
New Jersey and its validity, interpretation, performance and enforcement will be
governed by the internal laws of that state.
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SECTION XVIII
ARBITRATION
A. Any controversy, dispute or claim arising out of or
relating to this Agreement or the breach hereof which cannot be settled by
mutual agreement (other than with respect to the matters covered by Section IX
for which Cendant may, but will not be required to, seek injunctive relief) will
be finally settled by binding arbitration in accordance with the Federal
Arbitration Act (or if not applicable, the applicable state arbitration law) as
follows: Any party who is aggrieved will deliver a notice to the other party
setting forth the specific points in dispute. Any points remaining in dispute
twenty (20) days after the giving of such notice may be submitted to arbitration
in New York, New York, to the American Arbitration Association, before a single
arbitrator appointed in accordance with the arbitration rules of the American
Arbitration Association, modified only as herein expressly provided. After the
aforesaid twenty (20) days, either party, upon ten (10) days notice to the
other, may so submit the points in dispute to arbitration. The arbitrator may
enter a default decision against any party who fails to participate in the
arbitration proceedings.
B. The decision of the arbitrator on the points in dispute
will be final, unappealable and binding, and judgment on the award may be
entered in any court having jurisdiction thereof.
C. Except as otherwise provided in this Agreement, the
arbitrator will be authorized to apportion its fees and expenses and the
reasonable attorneys' fees and expenses of any such party as the arbitrator
deems appropriate. In the absence of any such apportionment, the fees and
expenses of the arbitrator will be borne equally by each party, and each party
will bear the fees and expenses of its own attorney.
D. The parties agree that this Section XVIII has been included
to rapidly and inexpensively resolve any disputes between them with respect to
this Agreement, and that this Section XVIII will be grounds for dismissal of any
court action commenced by either party with respect to this Agreement, other
than post-arbitration actions seeking to enforce an arbitration award. In the
event that any court determines that this arbitration procedure is not binding,
or otherwise allows any litigation regarding a dispute, claim, or controversy
covered by this Agreement
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to proceed, the parties hereto hereby waive any and all right to a trial by jury
in or with respect to such litigation.
E. The parties will keep confidential, and will not disclose
to any person, except as may be required by law, the existence of any
controversy hereunder, the referral of any such controversy to arbitration or
the status or resolution thereof.
SECTION XIX
SURVIVAL
Sections IX, X, XI, XII, XIII and XVIII will continue in full
force in accordance with their respective terms notwithstanding any termination
of the Period of Employment.
SECTION XX
SEPARABILITY
All provisions of this Agreement are intended to be severable.
In the event any provision or restriction contained herein is held to be invalid
or unenforceable in any respect, in whole or in part, such finding will in no
way affect the validity or enforceability of any other provision of this
Agreement. The parties hereto further agree that any such invalid or
unenforceable provision will be deemed modified so that it will be enforced to
the greatest extent permissible under law, and to the extent that any court of
competent jurisdiction determines any restriction herein to be unreasonable in
any respect, such court may limit this Agreement to render it reasonable in the
light of the circumstances in which it was entered into and specifically enforce
this Agreement as limited.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
CENDANT CORPORATION
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By: Henry R. Silverman
Title: Chairman, President &
Chief Executive Officer
JOHN W. CHIDSEY
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Attachment to Second Amended and Restated Employment Agreement of John W.
Chidsey Dated January 2, 2002 (the "New Agreement")
Recital Of Special Stock Option Provisions
The Executive has been granted a number of options to purchase Cendant
Corporation common stock during the term of his employment (the "Options"). The
Options shall be subject to the terms set forth in option plan under which they
were granted, and the terms of the option grant agreements evidencing such
grants, subject to the further terms and conditions set forth in the New
Agreement. The following is intended to summarize the Executive's additional
rights with respect to the Options by virtue of actions taken by the
Compensation Committee of the Board of Directors of Cendant Corporation (the
"Committee"). However, the parties acknowledge and agree that nothing contained
in this Attachment shall be deemed to have modified or amended any Option.
By Committee action taken March 27, 2000, certain Options granted on April 21,
1999 and January 13, 2000 with exercise prices equal to $17.875 and $22.10, to
the extent set forth on an annex attached to that action, were amended to become
fully vested and remain exercisable through their original expiration dates upon
the expiration of the Period of Employment as defined in the Executive's prior
employment agreement (Amended and Restated Employment Agreement dated March 8,
2000) (the "Prior Agreement"). Cendant acknowledges that such Period of
Employment has expired, other than by reason of Termination for Cause, and
accordingly the amended options are fully vested and will remain outstanding for
their original expiration dates, without regard to any subsequent changes to the
Executive's employment status.
By Committee action taken April 18, 2000, the Options granted on January 22,
1996, were amended to remain exercisable through their original expiration dates
upon the expiration of the Period of Employment as defined in the Prior
Agreement. Cendant acknowledges that such Period of Employment has expired,
other than by reason of Termination for Cause, and accordingly the amended
options will remain outstanding for their original expiration dates, without
regard to any subsequent changes to the Executive's employment status.
By Committee action taken November 28, 2000, certain Options with exercise
prices equal to $9.8125 and $12.2656, to the extent set forth on an annex to
such action,
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were amended to become fully vested and remain exercisable through their
original expiration dates upon the expiration of the Period of Employment as
defined in the Prior Agreement. Cendant acknowledges that such Period of
Employment has expired, other than by reason of Termination for Cause, and
accordingly the amended options are fully vested and will remain outstanding for
their original expiration dates, without regard to any subsequent changes to the
Executive's employment status.
Pursuant to Section IV.B. of the Prior Agreement, the Committee acted to amend
certain options which were indicated on an annex to that employment agreement to
become fully vested and remain exercisable through their original expiration
dates upon the expiration of the Period of Employment as defined in the Prior
Agreement. Cendant acknowledges that such Period of Employment has expired,
other than by reason of Termination for Cause, and accordingly the amended
options are fully vested and will remain outstanding for their original
expiration dates, without regard to any subsequent changes to the Executive's
employment status.