AMENDMENT TO EMPLOYMENT AGREEMENT
August 2, 1999
Xx. Xxxxx X. Xxxxxxxxx
Cendant Corporation
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxxx:
Reference is hereby made to that certain employment
agreement, dated as of June 30, 1996, as amended to date, by and between Cendant
Corporation (formerly HFS Incorporated) (the "Company") and you (the
"Agreement"). Capitalized terms used in this letter shall have the meanings
assigned to them in the Agreement unless otherwise defined herein. For good and
valid consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and you therefore agree that the Agreement is hereby
amended as follows, effective as of August 2, 1999.
1. A new Section 4(h) is hereby added to the Agreement, to
read as follows:
"(h) Life Insurance Benefits. The Company shall acquire, and
throughout the period ending August 31, 2009 (or, if earlier, the date
of Executive's death) shall cause to remain in effect (notwithstanding
the previous termination or expiration of this Agreement), one or more
term life insurance policies on the life of the Executive in the
aggregate face amount of $100 million. Payment of all premiums under
such policies shall be the sole responsibility of the Company.
Executive shall have the right to designate the beneficiary or
beneficiaries under such policies."
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August 2, 1999
Page 2
2. A new Section 6(a)(v) is hereby added to the Agreement, to
read as follows:
"(v) Certain Lifetime Benefits and Obligations. If the
Executive's employment is terminated by the Company, other than as set
forth in paragraphs (i) or (iii) of this Section 6(a), or if the
Executive voluntarily resigns his employment under this Agreement in
connection with a breach of this Agreement by the Company or at the
expiration of the term of this Agreement, then (1) the Company shall
provide to the Executive, for the remainder of his life on a basis no
less favorable than was provided to him during his employment, the
facilities, services and other perquisites provided to Executive by the
Company (including, but not limited to, office and clerical support,
executive transportation services (including use of the corporate owned
or leased aircraft or charter equivalent thereof on identical terms as
those in effect during Executive's employment by the Company),
security services, continued access to other general facilities and
services and reimbursement for any properly documented business
expenses incurred on behalf of the Company), and (2) for the remainder
of his life, the Executive shall keep himself reasonably available to
render such advice and perform such consulting services on behalf of
the Company as may be reasonably requested by the chief executive
officer of the Company (provided that the Executive shall not be
required to render such advice or perform such services on more than
thirty (30) days in any calendar year), in consideration for which the
Executive shall receive monthly payments from the Company in the amount
of
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August 2, 1999
Page 3
$30,000 (which amount shall be adjusted annually to reflect the
increase in the Consumer Price Index for the preceding calendar year)."
This letter is intended to constitute an amendment to the Agreement
and, as amended hereby, the Agreement shall remain in full force and effect. In
order to evidence your agreement with the provisions of this letter, please sign
and return the enclosed copy of this letter, which shall constitute a binding
agreement between us.
CENDANT CORPORATION
By:______________________
Name:
Title:
Accepted and Agreed to as
of the date first above
written:
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