Common use of Company Plans Clause in Contracts

Company Plans. (a) The Company shall, effective as of the earlier of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Notwithstanding the above, between the date of this Agreement and the Effective Time, the Company shall reasonably cooperate with the Parent and the Purchaser in structuring transactions (including those described in Section 2.5(b) above) with respect to Options so as to optimize the tax treatment of the Parent or the Purchaser in connection therewith.

Company Plans. The Operating Joint Venture shall have assumed all obligations under and adopted the Company Plans (aother than the Stock Plans referred to in Section 5.8), without regard to materiality. The Operating Joint Venture shall have agreed to honor without modification or contest, and to make required payments when due under, all Company Plans (as defined herein, but without regard to materiality) The Company shall, effective in accordance with their terms as of the earlier of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Notwithstanding the above, between the date of this Agreement (as modified to the extent permitted by this Agreement). The Operating Joint Venture shall have agreed to employ at their current locations each person who is an employee of the Company immediately prior to the Effective Time (the "Affected Employees") on terms no less favorable in the aggregate (including with respect to position, duties, responsibilities, compensation, incentives and location) than those provided on the date hereof to the Affected Employees. The Operating Joint Venture shall have agreed to provide each Affected Employee with benefits that are at least equivalent in the aggregate to the benefits provided to each such Affected Employee immediately prior to the Effective Time. Crescent agrees that, for purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Operating Joint Venture (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Effective Time under which an employee's eligibility or benefits depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Company or any affiliates of the Company prior to the Effective Time, provided, that such crediting of service does not result in duplication of benefits, and provided that such crediting of service shall not be given for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Buyer Plan for which deductibles or co-payments are required. The Operating Joint Venture shall have caused each Buyer Plan to waive (i) any preexisting condition restriction or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Effective Time. On or prior to the Effective Time, the Operating Joint Venture shall have assumed all liabilities and obligations whatsoever for all accrued benefits under the Company 401(k) Plan in respect of the Affected Employees and Crescent shall be relieved of all such liabilities and obligations. Crescent and the Company shall reasonably cooperate with in the Parent filing of documents required, if any, by the transfer of assets and the Purchaser in structuring transactions (including those liabilities described in Section 2.5(b) above) with respect to Options so as to optimize the tax treatment of the Parent or the Purchaser in connection therewithherein.

Company Plans. (a) The Company shallAt the Effective Time, effective as of the earlier of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each outstanding employee stock option to purchase Shares (an "Employee Option") ), issued, awarded or granted under pursuant to the Company's 1992 1993 Stock Option Plan and Plan, as in effect on the Company's Equity Compensation Plan date hereof (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option PlansCompany Plan"), whether or not then exercisable or vestedto purchase shares of Common Stock shall be cancelled, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the Surviving Corporation shall pay to each holder of any such a cancelled Employee Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof cash (less applicable withholding Taxes, as defined in Section 2.12 hereof) equal to the product of (Ai) the number of shares of Common Stock previously subject to such Employee Option, on the basis of full vesting, and (ii) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of each such Option and (B) the number of Shares Common Stock previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optioneeEmployee Option. (b) Except as may be otherwise agreed At the Effective Time, each outstanding option (a "Directors' Option"), issued, awarded or granted pursuant to by Parent or the Purchaser and the Company's Nonqualified Stock Options Plan For Non-Employee Directors, as in effect on the Option Plans shall terminate as date hereof ("Directors' Plan"), to purchase shares of the Acceleration Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries Common Stock shall be deleted as of the Acceleration Time cancelled and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereofshall pay to each holder of a cancelled Directors' Option an amount in cash equal to the product of (i) the number of shares of Common Stock previously subject to such Directors' Option, on the basis of full vesting, and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock previously subject to such Directors' Option. (c) Notwithstanding the above, between the date of this Agreement and At the Effective Time, each Share issued pursuant to the Company's Employee Stock Purchase Plan, as in effect on the date hereof (the "Company Stock Plan"), shall be cancelled, and the Surviving Corporation shall pay to each owner of each Share issued pursuant to the Company Stock Plan an amount in cash equal to (A) the product of (i) the number of such Shares issued pursuant to the Company Stock Plan owned by such person, and (ii) the Merger Consideration per Share, less (B) any unpaid balance of any loans by the Company to any such owner. (d) At the Effective Time, each Share issued pursuant to the Company's Stock Compensation Plan for Directors Serving on the Compensation Committee, as in effect on the date hereof (the "Compensation Committee Plan"), shall reasonably cooperate with the Parent be cancelled, and the Purchaser Surviving Corporation shall pay to each owner of each Share issued pursuant to the Compensation Committee Plan an amount in structuring transactions cash equal to (including those described in Section 2.5(bA) abovethe product of (i) with respect the number of such shares of Common Stock issued pursuant to Options so as the Compensation Committee Plan on the basis of full vesting owned by such person, and (ii) the Merger Consideration per Share less (B) any unpaid balance of any loans by the Company to optimize the tax treatment any such owner. (e) A listing of all outstanding options, warrants or other rights to acquire shares of Common Stock or other equity interests of the Parent Company and its subsidiaries as of June 30, 1997, showing what portions of such stock options, warrants or other rights are exercisable as of the Purchaser dates upon which such stock options, warrants or other rights expire, and the exercise price of such stock options, warrants or other rights, is set forth in connection therewithSchedule 1.10 hereto.

Company Plans. (a) The Company shall, effective as of the earlier of (i) the Effective Time or (ii) the day immediately following the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") ), cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option Plans"), to optionees who hold (A) only Options having an exercise price less than the Offer Price or (B) Options having an exercise price less than the Offer Price and Options having an exercise price equal to or in excess of the Offer Price, whether or not then exercisable or vested, to become fully exercisable and vested. . (b) The Company shall, effective as of the Effective Time, cause each outstanding Option, held by optionees who hold only Options having an exercise price equal to or in excess of the Offer Price ("Specified Options"), whether or not then exercisable or vested, to become fully exercisable and vested. (c) Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time (or, in the case of Specified Options at the Effective 4 Time), in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation The Company shall at the Effective Time cancel any Specified Options and pay to the holders of such Specified Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration amount not in excess of $100 per optionee. (b) Except 3. The Agreement, as may amended hereby, is in all respects ratified and confirmed, and shall continue to be otherwise agreed to in full force and effect. 4. This Amendment shall be governed by Parent or and construed in accordance with the Purchaser and the Company, the Option Plans shall terminate as laws of the Acceleration Time and State of North Carolina without giving effect to the provisions in any other plan, program or arrangement providing for the issuance or grant principles of any other interest in respect conflicts of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary law thereof. (c) Notwithstanding the above5. This Amendment may be executed in two or more counterparts, between the date each of this Agreement which shall be deemed to be an original, but all of which together shall constitute one and the Effective Time, the Company shall reasonably cooperate with the Parent and the Purchaser in structuring transactions (including those described in Section 2.5(b) above) with respect to Options so as to optimize the tax treatment of the Parent or the Purchaser in connection therewithsame instrument.

Company Plans. (a) The Company shall, effective as Promptly following commencement of the earlier Offer, the Company will offer to each holder of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each an option then outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 1990 Stock Awards Plan, 1996 Director Stock Option Plan and or 1998 Director Stock Option Plan (each an "Option") the opportunity to surrender to the Company's Equity Compensation Plan , effective immediately following the Share Purchase Date, the portion of such Option which is then exercisable or which would then by its terms vest or otherwise become exercisable on or prior to December 31, 2000 (the "Employee Vested Option PlansPortion") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under in return for the payment by the Company's Stock , immediately following the Share Purchase Date, of an Option Plan Cash Amount as more fully described below. The Option Cash Amount shall be paid only when the amount set forth in clause (i) below is positive. The Option Cash Amount payable for Non-Employee Directors (together with the Employee Vested Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement Portion of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof so surrendered shall be equal to the product of (Ai) the excess, if any, of the Offer Price over minus the exercise price per Share of each the Vested Option Portion of such Option and (Bii) the number of Shares previously subject to covered by the Vested Option immediately prior to its cancellation (Portion of such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optioneeOption. (b) Except as may be otherwise agreed Promptly following the commencement of the Offer, the Company will offer to by Parent or each holder of a performance shares award then outstanding under the Purchaser and Company's 1990 Stock Awards Plan (each a "Performance Shares Award") the opportunity to surrender to the Company, effective immediately following the Option Plans shall terminate as Share Purchase Date, the portion of such Performance Shares Award which is then vested or which would then by its terms vest on or prior to December 31, 2000 (the Acceleration Time and the provisions "Vested Performance Shares Award Portion") in any other plan, program or arrangement providing return for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of payment by the Company, immediately following the Surviving Corporation or any subsidiary thereofShare Purchase Date, of a Performance Shares Award Cash Amount as more fully described below. The Performance Shares Award Cash Amount payable for each Vested Performance Shares Award Portion so surrendered shall be equal to the product of (i) the Offer Price and (ii) the number of shares covered by the Vested Performance Shares Award Portion of such Performance Shares Award. (c) Notwithstanding Promptly following commencement of the above, between the date of this Agreement and the Effective TimeOffer, the Company shall reasonably cooperate with will offer to each holder of a bonus shares award then outstanding under the Parent Company's 1990 Stock Awards Plan (each a "Bonus Shares Award") the opportunity to surrender to the Company, effective immediately following the Share Purchase Date, such Bonus Shares Award in return for the payment by the Company, immediately following the Share Purchase Date, of an amount equal to the product of (i) the Offer Price and (ii) the Purchaser in structuring transactions number of shares covered by such Bonus Shares Award. (including those described in Section 2.5(bd) above) with respect to Options so as to optimize the tax treatment Promptly following commencement of the Parent Offer, the Company will offer to each holder of a stock appreciation right then outstanding under the Company's 1990 Stock Awards Plan (each a "SAR") the opportunity to exercise such SAR at any time. (e) All payments by the Company pursuant to (a), (b),(c) and (d) above shall be made net of applicable withholding taxes. (f) Any portion of any Option, Performance Shares Award, Bonus Shares Award or SAR that is outstanding at the Share Purchase Date and has not been surrendered to the Company pursuant to this Section 2.4 shall continue thereafter in accordance with its terms, except that pursuant to action heretofore taken by the Board or the Purchaser Compensation Committee of the Board, as applicable, (i) each such portion shall immediately vest and be exercisable or payable in connection therewithfull in the event of termination of employment by the employer at or after the Share Purchase Date without cause, death or disability and (ii) from and after the Effective Time each such portion that is outstanding at the Effective Time shall thereafter represent the right to acquire, in lieu of each share of Class A Stock acquirable immediately prior to the Effective Time upon exercise or payment, cash in the amount of the Offer Price.

Company Plans. (a) The Except with respect to any Roll-Over Option (as defined in Section 2.4(b), the Company shallshall take such actions as are appropriate to provide that, effective as of immediately prior to the earlier of Effective Time, (i) Effective Time or all options (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration TimeCompany Options") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under any of the Company's 1992 1994 Long Term Incentive Plan and the Non-Employee Director Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Planstogether, the "Option Plans"), whether or not then exercisable or vested, to shall become fully exercisable and vested. Concurrently with , (ii) each Company Option that is then outstanding shall be cancelled and (iii) in consideration of such cancellation and in full satisfaction of all rights of the execution hereof, holder under the Company has evidenced to Options, Parent shall pay, or shall cause the Purchaser to pay, at the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Effective Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such each Company Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in cash in respect thereof equal to the product of (A) the excess, if any, excess of the Offer Price Merger Consideration over the exercise price per Share of each such Option and Company Option, multiplied by (B) the number of Shares previously subject to the such Company Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee. (b) With respect to each Company Option (a "Roll-Over Option") as to which the holder thereof, no later than five days prior to the Effective Time, shall have delivered to Parent his or her written election to have such Roll-Over Options treated as provided in this Section 2.4(b), Parent and the Company shall, effective as of the Effective Time, cause each outstanding Roll-Over Option to be assumed by Parent and converted into a fully vested option (or a new substitute option shall be granted) (a "Parent Option"), exercisable throughout the period specified in the original option award agreement, to purchase shares of common stock, par value $.01 per share, of Parent ("Parent Common Stock") issued under and pursuant to the terms and conditions of Parent's 1993 Amended and Restated Stock Option Plan (or such surviving plan as may result from the anticipated merger of Parent with and into CUC International Inc. ("CUC") pursuant to the Agreement and Plan of Merger, dated as of May 27, 1997, between CUC and Parent), or any other similar stock option plan of Parent adopted specifically for employees of the Company in order to issue Parent Options as provided in this Section 2.4(b) (the "Parent Option Plan"). The parties agree that (i) the number of shares of Parent Common Stock subject to such Parent Option will be determined by multiplying the number of Shares subject to the Roll-Over Option to be cancelled by the Option Exchange Ratio (as hereinafter defined), rounding any fractional share down to the nearest whole share, and (ii) the exercise price per share of such Parent Option will be determined by dividing the exercise price per share under the Roll-Over Option in effect immediately prior to the Effective Time by the Option Exchange Ratio, and rounding the exercise price thus determined up to the nearest whole cent, subject to appropriate adjustments for stock splits and other similar events. Except as provided above, the converted or substituted Parent Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to the Roll-Over Options immediately prior to the Effective Time. The Company and Parent shall take all necessary action to facilitate and effect the substitution described in this Section 2.4(b). For purposes of this Agreement, the "Option Exchange Ratio" shall be (x) the Offer Price divided by (y) the average of the closing prices of the Parent Common Stock on the New York Stock Exchange during the five trading days preceding the fifth trading day prior to the Closing Date. (c) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries Subsidiaries shall be deleted as of the Acceleration Effective Time and no holder of options Company Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Notwithstanding the above, between the date of this Agreement and the Effective Time, the Company shall reasonably cooperate with the Parent and the Purchaser in structuring transactions (including those described in Section 2.5(b) above) with respect to Options so as to optimize the tax treatment of the Parent or the Purchaser in connection therewith.

Company Plans. (a) The Company shall, effective as Promptly following commencement of the earlier Offer, the Company will offer to each holder of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each an option then outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 1990 Stock Awards Plan, 1996 Director Stock Option Plan and or 1998 Director Stock Option Plan (each an "Option") the opportunity to surrender to the Company's Equity Compensation Plan , effective immediately following the Share Purchase Date, the portion of such Option which is then exercisable or which would then by its terms vest or otherwise become exercisable on or prior to December 31, 2000 (the "Employee Vested Option PlansPortion") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under in return for the payment by the Company's Stock , immediately following the Share Purchase Date, of an Option Plan Cash Amount as more fully described below. The Option Cash Amount shall be paid only when the amount set forth in clause (i) below is positive. The Option Cash Amount payable for Non-Employee Directors (together with the Employee Vested Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement Portion of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof so surrendered shall be equal to the product of (Ai) the excess, if any, of the Offer Price over minus the exercise price per Share of each the Vested Option Portion of such Option and (Bii) the number of Shares previously subject to covered by the Vested Option immediately prior to its cancellation (Portion of such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optioneeOption. (b) Except as may be otherwise agreed Promptly following the commencement of the Offer, the Company will offer to by Parent or each holder of a perfor- xxxxx shares award then outstanding under the Purchaser and Company's 1990 Stock Awards Plan (each a "Performance Shares Award") the opportunity to surrender to the Company, effective immediately following the Option Plans shall terminate as Share Purchase Date, the portion of such Performance Shares Award which is then vested or which would then by its terms vest on or prior to December 31, 2000 (the Acceleration Time and the provisions "Vested Performance Shares Award Portion") in any other plan, program or arrangement providing return for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of payment by the Company, immediately following the Surviving Corporation or any subsidiary thereofShare Purchase Date, of a Performance Shares Award Cash Amount as more fully described below. The Performance Shares Award Cash Amount payable for each Vested Performance Shares Award Portion so surrendered shall be equal to the product of (i) the Offer Price and (ii) the number of shares covered by the Vested Performance Shares Award Portion of such Performance Shares Award. (c) Notwithstanding Promptly following commencement of the above, between the date of this Agreement and the Effective TimeOffer, the Company shall reasonably cooperate with will offer to each holder of a bonus shares award then outstanding under the Parent Company's 1990 Stock Awards Plan (each a "Bonus Shares Award") the opportunity to surrender to the Company, effective imme- diately following the Share Purchase Date, such Bonus Shares Award in return for the payment by the Company, immediately following the Share Purchase Date, of an amount equal to the product of (i) the Offer Price and (ii) the Purchaser in structuring transactions number of shares covered by such Bonus Shares Award. (including those described in Section 2.5(bd) above) with respect to Options so as to optimize the tax treatment Promptly following commencement of the Parent Offer, the Company will offer to each holder of a stock appreciation right then outstanding under the Company's 1990 Stock Awards Plan (each a "SAR") the opportunity to exercise such SAR at any time. (e) All payments by the Company pursuant to (a), (b),(c) and (d) above shall be made net of applica- ble withholding taxes. (f) Any portion of any Option, Performance Shares Award, Bonus Shares Award or SAR that is outstand- ing at the Share Purchase Date and has not been surren- dered to the Company pursuant to this Section 2.4 shall continue thereafter in accordance with its terms, except that pursuant to action heretofore taken by the Board or the Purchaser Compensation Committee of the Board, as applicable, (i) each such portion shall immediately vest and be exercisable or payable in connection therewithfull in the event of termina- tion of employment by the employer at or after the Share Purchase Date without cause, death or disability and (ii) from and after the Effective Time each such portion that is outstanding at the Effective Time shall thereafter represent the right to acquire, in lieu of each share of Class A Stock acquirable immediately prior to the Effec- tive Time upon exercise or payment, cash in the amount of the Offer Price.

Company Plans. (a) The Except with respect to any Roll-Over Option (as defined in Section 2.4(b), the Company shallshall take such actions as are appropriate to provide that, effective as of immediately prior to the earlier of Effective Time, (i) Effective Time or all options (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration TimeCompany Options") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under any of the Company's 1992 1994 Long Term Incentive Plan and the Non-Employee Director Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Planstogether, the "Option Plans"), whether or not then exercisable or vested, to shall become fully exercisable and vested. Concurrently with , (ii) each Company Option that is then outstanding shall be cancelled and (iii) in consid eration of such cancellation and in full satisfaction of all rights of the execution hereof, holder under the Company has evidenced to Options, Parent shall pay, or shall cause the Purchaser to pay, at the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Effective Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such each Company Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in cash in respect thereof equal to the product of (A) the excess, if any, excess of the Offer Price Merger Consideration over the exercise price per Share of each such Option and Company Option, multiplied by (B) the number of Shares previously subject to the such Company Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee. (b) With respect to each Company Option (a "Roll -Over Option") as to which the holder thereof, no later than five days prior to the Effective Time, shall have delivered to Parent his or her written election to have such Roll-Over Options treated as provided in this Section 2.4(b), Parent and the Company shall, effective as of the Effective Time, cause each outstanding Roll-Over Option to be assumed by Parent and converted into a fully vested option (or a new substi tute option shall be granted) (a "Parent Option"), exercisable throughout the period specified in the original option award agreement, to purchase shares of common stock, par value $.01 per share, of Parent ("Parent Common Stock") issued under and pursuant to the terms and conditions of Parent's 1993 Amended and Restated Stock Option Plan (or such surviving plan as may result from the antic ipated merger of Parent with and into CUC International Inc. ("CUC") pursuant to the Agreement and Plan of Merger, dated as of May 27, 1997, between CUC and Parent), or any other similar stock option plan of Parent adopted specifically for employees of the Company in order to issue Parent Options as provided in this Section 2.4(b) (the "Parent Option Plan"). The parties agree that (i) the number of shares of Parent Common Stock subject to such Parent Option will be determined by multiplying the number of Shares subject to the Roll-Over Option to be cancelled by the Option Exchange Ratio (as hereinafter defined), rounding any fractional share down to the nearest whole share, and (ii) the exercise price per share of such Parent Option will be determined by dividing the exercise price per share under the Roll-Over Option in effect immediately prior to the Effective Time by the Option Exchange Ratio, and rounding the exercise price thus determined up to the nearest whole cent, subject to appropriate adjustments for stock splits and other similar events. Except as provided above, the converted or substituted Parent Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to the Roll-Over Options immediately prior to the Effective Time. The Company and Parent shall take all necessary action to facilitate and effect the substitution described in this Section 2.4(b). For purposes of this Agreement, the "Option Exchange Ratio" shall be (x) the Offer Price divided by (y) the average of the closing prices of the Parent Common Stock on the New York Stock Exchange during the five trading days preceding the fifth trading day prior to the Closing Date. (c) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries Subsidiaries shall be deleted as of the Acceleration Effec tive Time and no holder of options Company Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Notwithstanding the above, between the date of this Agreement and the Effective Time, the Company shall reasonably cooperate with the Parent and the Purchaser in structuring transactions (including those described in Section 2.5(b) above) with respect to Options so as to optimize the tax treatment of the Parent or the Purchaser in connection therewith.