Common use of Death and Disability Clause in Contracts

Death and Disability. The Period of Employment shall end upon the Executive’s death. 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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall 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 first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested.

Death and Disability. The Period of Employment shall end upon the Executive’s death. If the Executive becomes Disabled experiences a Disability (as defined below) during the Period of Employment, the Period of Employment may be terminated at the option of the Executive (or the Executive’s legal representative) upon notice of resignation to the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such terminationtermination (the “Accrued Obligations”), and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd 3rd) anniversary of the Executive’s termination of employment and the original expiration date of such optionoption or stock appreciation rights, and (cb) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested, and (c) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive’s target Annual Bonus for the year in which the Executive is terminated multiplied by a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365. Upon the Executive’s termination due to death or Disability, the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with respect to all senior executive officers) until the 2nd anniversary of such termination of employment or until Executive becomes eligible for comparable coverage under the medical health plans of a successor employer, if earlier (such benefits, the “Continuation of Health Benefits”).

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. If the Executive becomes Disabled experiences a Disability (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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such terminationtermination (the "Accrued Obligations"), and, in such event (a) each of the Executive’s 's then outstanding options to purchase shares of Cendant Company common stock (including that were granted prior to July 28, 2006 and options to purchase shares of Wyndham Worldwide Corporation common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (and its successors) (the “Adjusted "Pre-Existing Options”)") shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreementagreements evidencing the terms and conditions of such awards, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) July 28, 2006, shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd 3rd) anniversary of the Executive’s 's termination of employment and the original expiration date of such optionoption or stock appreciation rights, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested, and (d) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive's target Annual Bonus for the year in which the Executive is terminated multiplied by a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365. Upon the Executive's termination due to death or Disability, the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with respect to all senior executive officers) until the 2nd anniversary of such termination of employment (such benefits, the "Continuation of Health Benefits").

Death and Disability. The In the event the Employment Period ends as a result of Employment shall end upon the Executive’s death, this Agreement shall automatically terminate and Executive’s estate shall be entitled to receive (i) the amounts described in Section 5(f), (ii) any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, and (iii) a pro rata portion (based upon the number of complete months within the fiscal year that shall have elapsed through the date on which the Employment Period ends) of any annual bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) for that calendar year had Executive been employed through the end of the year. If The bonus amounts under clauses (ii) and (iii) will be payable to Executive’s estate when and if such annual bonuses would otherwise have been payable had the Executive becomes Disabled Employment Period not ended. Notwithstanding the foregoing, Executive’s estate shall not be entitled to any pro-rated bonus under clause (as defined belowiii) during unless the date the Employment Period ends is after the first six months of Employmentthe fiscal year in which the Employment Period ends. In the event of Executive’s Disability, the Period of Employment may be terminated at the option of the Executive upon notice of resignation to the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth right to terminate this Agreement and Executive’s employment immediately and, if this Agreement and Executive’s employment are so terminated, the Company shall to pay Executive in Section 409A a lump sum payment an amount equal to ninety (“Code Section 409A”90) days of the Internal Revenue Code of 1986Executive’s salary. Additionally, Executive shall be entitled to his annual bonus, or pro rata portion thereof, as amendedapplicable, as described under clauses (ii) and the rules and regulations promulgated thereunder. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of termination(iii) above, except for Base Salary that the payments shall be to Executive and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall 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 first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vestednot his estate.

Death and Disability. The Period of Employment shall end upon the Executive’s death. 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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunderCode. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 2 or more public companies (the “Adjusted Options”)) which were granted on or after September 3, 1998 shall become immediately and fully vested and exercisable and, shall remain exercisable during in accordance with the extended post-termination exercise period terms and conditions applicable to such options set forth in the Prior Agreement, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment and the original expiration date of such option, (b) each option to purchase shares of the Company common stock or stock appreciation right rights granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such option thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitationlimitations, the Initial Grantrestricted stock units) then outstanding shall become immediately vested.

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. 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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“"Code Section 409A”") of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant Corporation common stock (including options to purchase shares of Realogy common stock of entities and Wyndham Worldwide Corporation common stock (and their successors) resulting from the adjustment to such Cendant Corporation options in connection with the CendantCompany’s plan to separate into 4 public companies distributions of all of the shares of common stock of Realogy Corporation and Wyndham Worldwide Corporation) (the “"Adjusted Options”)") shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreementagreements evidencing the terms and conditions of such awards, (b) subject to the proviso set forth below, each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date July 28, 2006, (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such optionoption or stock appreciation rights, and (c) subject to the proviso set forth below, all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested; provided that, for purposes of the preceding sentence, with respect to any awards that vest pursuant to performance criteria measured over a multi-year period, with no interim vesting dates, such awards will instead be viewed as awards which vest in equal pro rata installments on each respective anniversary of the grant date, and accordingly, upon such termination event, such award will become vested with respect to shares which would otherwise have vested prior to such termination date and within one year following such termination date; provided, however, that the vesting of such awards i.e., that did not vest pursuant to the operation of the prior provison shall not occur unless and until the Company determines that all applicable performance goals have been attained (and the Executive will receive such vesting at the same time, and on the same basis, as other executive officers who are subject to the same performance goals). Upon the Executive's termination due to death or Disability, the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with respect to all senior executive officers), or such other plans subsequently made available to senior executive officers of the Company or any successor Company until the 2nd anniversary of such termination of employment (such benefits, the "Continuation of Health Benefits").

Death and Disability. The In the event the Employment Period ends as a result of Employment shall end upon the Executive’s death. 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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of terminationautomatically terminate and Executive’s estate shall be entitled to receive (i) the amounts described in Section 5(f), except (ii) any annual bonus payable for Base Salary and services rendered in any Annual Bonus earned but unpaid as of annual bonus period for the year which had been completed in its entirety prior to the date of such termination, and, in such event (a) each of on which the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately Employment Period ends and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall 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 first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such optionthat had not previously been paid, and (ciii) all other longa pro rata portion (based upon the number of complete months within the fiscal year that shall have elapsed through the date on which the Employment Period ends) of any annual bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) for that calendar year had Executive been employed through the end of the year. The bonus amounts under clauses (ii) and (iii) will be payable to Executive’s estate when and if such annual bonuses would otherwise have been payable, in accordance with Section 4(b), had the Employment Period not ended. Notwithstanding the foregoing, Executive’s estate shall not be entitled to any pro-rated bonus under clause (iii) unless the date the Employment Period ends is after the first six months of the fiscal year in which the Employment Period ends. In the event of Executive’s Disability, occurring during the term equity awards of his employment, if such Disability constitutes a “Section 409A Disability” (including, without limitationdefined below), the Initial GrantCompany shall, subject to Section 8 above, pay Executive in a lump sum payment an amount equal to ninety (90) then outstanding days of Executive’s salary within ten (10) days following the date that the Company determines (with the consultation of an examining medical professional) that such Section 409A Disability has occurred. Additionally, Executive shall become immediately vestedbe entitled to his annual bonus, or pro rata portion thereof, as applicable, as described under clauses (ii) and (iii) above, except that the payments shall be to Executive and not his estate.

Death and Disability. The Employment Period of Employment shall end may be deemed terminated by the Company upon the Executive’s death. If the death of Executive becomes or Executive becoming 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 the Company, or at the option of and the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth following obligations to Executive or Executive’s estate (but the Company and its Affiliates (including without limitation, WebMD Health) shall have no other obligation to Executive or Executive’s estate pursuant to this Agreement): (i) a continuation of his base salary (at the rate in effect at the time of such termination) for a period (the “Applicable Period”) commencing on the date of termination and ending on the later of the second anniversary of the date of termination and the fifth anniversary of the Effective Date (or such later date to which the Employment Period had been extended), payable in accordance with the second sentence of Section 2.1, provided that the base salary for the first six months of the Applicable Period shall be paid to Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and amended (“Section 409A”) (except to the rules and regulations promulgated thereunder. The Company’s obligation to make extent any future guidance issued by the Internal Revenue Service (the “IRS”) under Section 409A does not subject such base salary payments to Section 409A), (ii) a continuation of the benefits to which Executive is entitled pursuant to the Welfare Plans (as defined below) for the Applicable Period, provided that Executive shall (except to the extent any future guidance issued by the IRS under this Agreement shall cease as Section 409A does not subject the payment of such date premiums by the Company to Section 409A) pay the amount of terminationthe employer portion of the applicable premiums for the first six months of the Applicable Period in accordance with the requirements of Section 409A, except for Base Salary which amount will be reimbursed to him in a lump sum at the end of such six-month period and any Annual Bonus earned but unpaid (iii) all of the Outstanding Equity shall be fully vested and exercisable (or equivalent feature of another form of equity compensation) as of the date on which the Employment Period terminates, and shall remain exercisable (or equivalent) as if Executive remained in the employ of the Company during the Applicable Period (or longer if such plan or agreement expressly provides) or, if applicable, as provided in Section 4(a) or 4(c); provided, however, that the continuation of such terminationsalary, welfare benefits and option exercisability (or equivalent) shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a material breach of the covenants contained in Section 6 below; and provided further, however, that Executive’s eligibility to continue to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. With respect to any continuation of Executive’s insurance coverage under this Section 5.2, the Company may require Executive to elect “COBRA”, and, in such event (a) each case, the Company will, subject to the proviso to the sentence above, pay that portion of the Executive’s then outstanding options to purchase shares COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA. For purposes of Cendant common stock this Agreement, Executive shall be “Disabled” if Executive becomes ill or injured (including options as a result of mental illness) so as to purchase shares be unable to substantially perform the duties of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately his position as determined by a physician selected by Executive and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such option reasonably acceptable to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vestedCompany.

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. 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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“"Code Section 409A”") of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant Corporation common stock (including options to purchase shares of Realogy common stock of entities and Wyndham Worldwide Corporation common stock (and their successors) resulting from the adjustment to such Cendant Corporation options in connection with the CendantCompany’s plan to separate into 4 public companies distributions of all of the shares of common stock of Realogy Corporation and Wyndham Worldwide Corporation (the “"Adjusted Options”")) shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior Agreement, (b) subject to the proviso set forth below, each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date July 28th 2006, (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such optionoption or stock appreciation rights, and (c) subject to the proviso set forth below, all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested; provided that, for purposes of the preceding sentence, with respect to any awards that vest pursuant to performance criteria measured over a multi-year period, with no interim vesting dates, such awards will instead be viewed as awards which vest in equal pro rata installments on each respective anniversary of the grant date, and accordingly, upon such termination event, such award will become vested with respect to shares which would otherwise vested prior to such termination date and within one year following such termination date; provided, however, that the vesting of such awards shall not occur unless and until the Company determines that all applicable performance goals have been attained (and the Executive will receive such vesting at the same time, and on the same basis, as other executive officers who are subject to the same performance goals). Upon the Executive's termination due to death or Disability, the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with respect to all senior executive officers), or such other plans subsequently made available to senior executive officers of the Company or any successor Company until the 2nd anniversary of such termination of employment (such benefits, the "Continuation of Health Benefits"). The executive does retain the right to participate in the Avis, Inc. Retiree Health Care Plan per the 1992 Avis Board of Director’s resolution.

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. 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 no-txxx of resignation to the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“"Code Section 409A”") of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunderCode. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus Incentive Compensation Awards earned but unpaid as of the date of such termination, and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 2 or more public companies (the “"Adjusted Options”")) which were granted on or after September 3, 1998 shall become immediately and fully vested and exercisable and, shall remain exercisable during in accordance with the extended post-termination exercise period terms and conditions applicable to such options set forth in the Prior Agreement, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment and the original expiration date of such option, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such option thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitationlimitations, the Initial Grantrestricted stock units) then outstanding shall become immediately vested.

Death and Disability. The Period of Employment shall end If the Executive’s employment is terminated by the Company due to Disability or terminated automatically upon the Executive’s death. If death then, (i) the Company shall pay to the Executive becomes Disabled (or the Executive’s estate, as defined belowapplicable) during in a lump sum in cash within 30 days after the Period Date of EmploymentTermination, any portion of the Executive’s Annual Base Salary earned through the Date of Termination that has not been paid and earned annual bonuses for completed fiscal years prior to the Date of Termination, (ii) all outstanding equity awards shall be treated according to the provisions of the plan and agreements under which such awards were granted:, (iii) and in the case of the Executive’s death Company shall pay to the Executive (or the Executive’s estate, as applicable), ratably over the two-year period following the Date of Termination, in accordance with the Company’s normal payroll practices, the Period severance benefits described in clause (i) of Employment may be terminated at Section 5(a) above; and (iv) and in the option case of Disability the Executive upon notice of resignation Company shall have in place disability insurance in addition to the Company’s regular short term and long term policies for all executives, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s obligation to make payments additional long term disability policy providing to the Executive under this Agreement shall cease as its terms a minimum of such date $20,000 per month of terminationbenefits payable to the Executive (or the Executive’s representative under power of attorney, except court order or other legally binding authority) for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, and, in such event (a) each period of the Executive’s then outstanding options long term disability as such term is defined in the additional long term disability policy. Executive agrees to purchase shares cooperate with Company’s key man life insurance programs including reasonable underwriting. All such key man life insurance policies shall be payable to the Company or its assignee. Upon termination of Cendant common stock employment under this subsection (b), the Executive (and/or his eligible dependents, as applicable) may elect to continue health (including options to purchase shares of common stock of entities resulting prescription drug), dental and vision coverage from the adjustment to such Cendant options Company in connection accordance with the Cendant’s plan to separate into 4 public companies continuation of coverage requirements of Internal Revenue Code Section 4980B (the “Adjusted OptionsCOBRA”), provided that the Company will not require any premium payment for such COBRA coverage greater than the premium for such coverage then being charged for active employees. If such COBRA coverage ends before December 31, 2014, then upon expiration of COBRA coverage the Company will at the Company’s expense continue to cover the Executive (and/or his eligible dependents, as applicable) shall become immediately under the Company’s health (including prescription drug), dental and fully vested vision coverages (or substantially equivalent coverage under an alternative arrangement) through December 31, 2014, provided that the Company may charge a premium for such coverages no greater than the premium for such coverages then being charged for active employee. However, coverage provided by the Company under the preceding sentence for the Executive or any of his eligible dependents will end before December 31, 2014, for any such person who becomes eligible for coverage under another employer provided health insurance plan or Medicare. To the extent any such continued coverage is provided under a self-insured arrangement, the Company provided premium equivalent value of such continued coverage will be treated as imputed taxable income to the Executive (or income in respect of the decedent, as applicable), subject to any withholding and exercisable andreporting requirements imposed by law. In addition, shall remain exercisable during the extended post-upon termination exercise period set forth in the Prior Agreement, of employment under this subsection (b) each option due to purchase shares of Disability, if the Executive elects to convert his Company provided group term life insurance coverage to an individual life insurance policy, the Company common stock or stock appreciation right granted on or after will reimburse the Effective Date (excluding Executive for the first six months of premiums he pays for such converted policy. Any such reimbursement will be treated as taxable income to the Executive, subject to any Adjusted Option withholding and reporting requirements imposed by law. In addition to acquire the health coverage provided above, the Company common stock) shall become immediately purchase and fully vested maintain through December 31, 2014 a single family policy equivalent in all material aspects to the Company’s health coverage, except with deductibles of $2,500 per person per annum and exercisable and, notwithstanding any term or provision relating subject to such option coverage exclusions as may be applied by the insurer based on its underwriting and other market policy terms to act as a secondary policy to the contraryCompany’s health coverage. However, shall remain exercisable until coverage provided by the first to occur Company under the preceding sentence for the Executive or any of the third (3rd ) anniversary of the Executive’s termination of employment and the original expiration date of his eligible dependents will end before December 31, 2014, for any such option, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vestedperson who becomes eligible for coverage under another employer provided health insurance plan or Medicare.

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. If the Executive becomes Disabled experiences a Disability (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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such terminationtermination (the "Accrued Obligations"), and, in such event (a) each of the Executive’s 's then outstanding options to purchase shares of Cendant Company common stock (including that were granted prior to July 28, 2006 and options to purchase shares of Wyndham Worldwide Corporation common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (and its successors) (the “Adjusted "Pre-Existing Options”)") shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior employment agreement entered into between Cendant Corporation and the Executive on August 1, 2003 (the "2003 Agreement"), (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) July 28th 2006 shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd 3rd) anniversary of the Executive’s 's termination of employment and the original expiration date of such optionoption or stock appreciation rights, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested., and (d) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive's target Annual Bonus for the year in which the Executive is terminated multiplied by a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365. Upon the Executive's termination due to death or Disability, the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with respect to all senior executive officers) until the 2nd anniversary of such termination of employment (such benefits, the "Continuation of Health Benefits"). The Executive also retains the right to participate in the Avis, Inc. Retiree Health Care Plan per the 1992 Avis Board of Director's resolution. SECTION VII

Death and Disability. The Period of Employment shall end upon the Executive’s 's death. If the Executive becomes Disabled experiences a Disability (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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “"Disability” " shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s 's obligation to make payments to the Executive under this Agreement shall cease as of such date of termination, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such terminationtermination (the "Accrued Obligations"), and, in such event (a) each of the Executive’s 's then outstanding options to purchase shares of Cendant Company common stock (including that were granted prior to the Effective Date and options to purchase shares of Wyndham Worldwide Corporation common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (and its successors) (the “Adjusted "Pre-Existing Options”)") shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior 2003 Agreement, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s 's termination of employment and the original expiration date of such option, and (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vested, and (d) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive's target Annual Bonus for the year in which the Executive is terminated multiplied a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365.

Death and Disability. (a) The Period Employment Term shall terminate on the date of Employment shall end upon Employee's death, in which event the Executive’s death. If the Executive becomes Disabled (as defined below) during the Period of EmploymentCompany shall, the Period of Employment may be terminated at the option within 30 days of the Executive upon notice date of resignation death, pay to his estate, Employee's Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the Companytime employment terminated where the award was scheduled to be paid after the date employment terminated), or at reimbursable expenses and benefits owing to Employee through the option date of the Company Employee's death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee's estate will not be entitled to any other compensation upon notice termination of termination this Agreement pursuant to the Executivethis subparagraph 8(a). (b) The Employment Term shall terminate upon Employee's Disability. For purposes of this Agreement, “"Disability” " shall have mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee's Disability, the meaning set forth in Section 409A CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company's disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Company’s obligation to make payments including any bonus award for a plan year that has ended prior to the Executive under this Agreement shall cease as of such time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination, except for Base Salary and any Annual Bonus earned but unpaid as termination within 30 days of the date of such terminationthe Company's determination of Employee's Disability, and, together with any benefits payable under any disability insurance program in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant common stock (including options to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) shall become immediately and fully vested and exercisable and, shall remain exercisable during the extended post-termination exercise period set forth in the Prior which Employee is a participant. Except as otherwise contemplated by this Agreement, (b) each option Employee will not be entitled to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall 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 first to occur of the third (3rd ) anniversary of the Executive’s other compensation upon termination of his employment and the original expiration date of such option, and pursuant to this subparagraph 8(b). 2 (c) all other long-term equity awards (including, without limitation, In no event will Employee or his estate have the Initial Grant) then outstanding shall become immediately vesteddiscretion to determine the calendar year of payment. 9.

Death and Disability. The Period of Employment shall end upon the Executive’s death. If the Executive becomes Disabled experiences a Disability (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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of terminationtermination as a result of death or Disability, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, payable in accordance with the terms of Section IV hereof, and the obligation to provide the Post-Employment Benefits in accordance with Section IV(d) hereof (the “Accrued Obligations”), and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant Company common stock (including options granted prior to purchase shares of common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (the “Adjusted Options”)) 2010, shall become immediately and fully vested and exercisable and, shall remain exercisable during (to the extended post-termination exercise period set forth in the Prior Agreement, (bextent not already vested) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such option award to the contrary, shall remain exercisable until the first to occur of the third (3rd 3rd) anniversary of the Executive’s termination of employment and the original expiration date of such optionaward, (b) the impact of such termination of employment on stock options granted during 2010 and thereafter shall be governed by the terms and conditions of the applicable award agreement and the Company’s 2007 Equity and Incentive Plan (as amended or restated from time to time), (c) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vestedbe subject to the terms and conditions of the applicable award agreement and the equity plan under which such awards were granted, and (d) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive’s target Annual Bonus for 2014 if the Executive is terminated in 2014, for 2015 if the Executive is terminated in 2015, or if the Executive is terminated thereafter and is serving solely as Executive Chairman of the Board as provided in Section II above, then a cash amount equal to the Executive’s target Annual Bonus for 2016 pursuant to the second to last sentence of the first paragraph of Section IV(b), if applicable, in each case, multiplied by a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365, payable at such time as such bonus otherwise would have been paid had the Executive remained employed with the Company.

Death and Disability. The Period of Employment shall end upon the Executive’s death. If the Executive becomes Disabled experiences a Disability (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 the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” shall have the meaning set forth in Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 409A. The Company’s obligation to make payments to the Executive under this Agreement shall cease as of such date of terminationtermination as a result of death or Disability, except for Base Salary and any Annual Bonus earned but unpaid as of the date of such termination, payable in accordance with the terms of Section IV hereof, and the obligation to provide the Post-Employment Benefits in accordance with Section IV(e) hereof (the “Accrued Obligations”), and, in such event (a) each of the Executive’s then outstanding options to purchase shares of Cendant Company common stock (including that were granted prior to August 1, 2006 and options to purchase shares of Wyndham Worldwide Corporation common stock of entities resulting from the adjustment to such Cendant options in connection with the Cendant’s plan to separate into 4 public companies (and its successors) (the “Adjusted Pre-Existing Options”)) shall become immediately and fully vested and exercisable and(to the extent not already vested), and shall remain exercisable during the extended post-termination exercise period set forth in the Prior Employment Agreement by and between Cendant Corporation (which has been renamed Avis Budget Group, Inc.) and the Executive effective as of April 14, 2003 (the “2003 Agreement”), (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after August 1, 2006, but prior to the Effective Date (excluding any Adjusted Option to acquire the Company common stock) Date, shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option award to the contrary, shall remain exercisable until the first to occur of the third (3rd 3rd) anniversary of the Executive’s termination of employment and the original expiration date of such optionaward, and (c) the impact of such termination of employment on the 2010 Option and 0000 XXX shall be governed by the terms and conditions of the applicable award agreement and the Company’s 2007 Equity and Incentive Plan, (d) all other long-term equity awards (including, without limitation, the Initial Grant) then outstanding shall become immediately vestedbe subject to the terms and conditions of the applicable award agreement and the equity plan under which such awards were granted, and (e) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive’s target Annual Bonus for the year in which the Executive is terminated multiplied a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365, payable at such time as such bonus otherwise would have been paid had the Executive remained employed with the Company.