Common use of OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT Clause in Contracts

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) The Executive shall, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party. The Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall make reasonable efforts to minimize interruption of the Executive’s life in connection with his cooperation in such matters as provided for in this paragraph. (b) The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the Company or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s duties under this Agreement. The Executive shall not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company or any of its affiliates. The Executive shall also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall remain the property of the Company or its affiliates. (i) During the Period of Employment and for a two (2) year period following any termination of employment (the “Restricted Period”), the Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (ii) During the Restricted Period, the Executive shall not make any statements or perform any acts intended to have the effect of advancing the interest of any existing competitors (or any entity the Executive knows to be a prospective competitor) of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates. During the Restricted Period, the Executive, without prior express written approval by the Board, shall not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company), officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct business. (iii) During the Restricted Period, the Executive, without express prior written approval from the Board, shall not solicit any members or the then-current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the Company or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) During the Restricted Period, the Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity interest in a publicly-held company and the term “affiliate” shall include without limitation all subsidiaries and material licensees of the Company. (d) The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company if the Executive violates the terms of this Agreement and that the Company shall be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall be in addition to, and not in limitation of, any other rights or remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIII. (e) The period of time during which the provisions of this Section VIII shall be in effect shall be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. (f) The Executive agrees that the restrictions contained in this Section VIII are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) A. The Executive shallwill, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be requested in connection with any claims or legal action in which the Company Cendant or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall will cooperate as reasonably requested with the Company Cendant and its affiliates in connection with any claims or legal actions ac- tions in which the Company Cendant or any of its affiliates is or may become a party. The Company Cendant agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall Cendant will make reasonable efforts to minimize interruption of the Executive’s life in connection with his cooperation in such matters as provided for in this paragraph. (b) B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company Cendant or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the Company Cendant or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s duties under this Agreement. The Executive shall will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall will not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company Cendant or any of its affiliates. The Executive shall will also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall will remain the property of the Company Cendant or its affiliates. (i) i. During the Period of Employment and for a two (2) year period following any termination of employment thereafter (the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive shall will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company Cendant or any of its affiliates. (ii) . During the Restricted Period, the Executive shall will not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any existing or prospective competitors (or any entity the Executive knows to be a prospective competitor) of the Company Cendant or any of its affiliates or in any way injuring the interests of the Company Cendant or any of its affiliates. During the Restricted Period, the Executive, without prior express written approval by the Board, shall will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company)shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the CompanyCendant’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall will operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct businessworld. (iii) . During the Restricted Period, the Executive, without express prior written approval from the Board, shall will not solicit any members or the then-current clients of the Company Cendant or any of its affiliates for any existing business of the Company Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with the Company Cendant or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) . During the Restricted Period, the Executive shall will not interfere with the employees or affairs of the Company Cendant or any of its affiliates or solicit or induce any person who is an employee of the Company Cendant or any of its affiliates to terminate any relationship such person may have with the Company Cendant or any of its affiliates, nor shall will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company Cendant or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) v. For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity interest in a publicly-held company and the term “affiliate” shall will include without limitation all subsidiaries and material licensees of the CompanyCendant. (d) D. The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company Cendant if the Executive violates the terms of this Agreement and that the Company shall Cendant will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII IX without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall will be in addition to, and not in limitation of, any other rights or remedies the Company Cendant may have. Without limiting the generality of the foregoing, neither party shall will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIIIIX. (e) E. The period of time during which the provisions of this Section VIII shall IX will be in effect shall will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the CompanyCendant’s application for injunctive relief. (f) F. The Executive agrees that the restrictions contained in this Section VIII IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to comply with such restrictions, the Company Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) A. The Executive shallwill, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be requested in connection with any claims or legal action in which the Company Cendant or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall will cooperate as reasonably requested with the Company Cendant and its affiliates in connection with any claims or legal actions in which the Company Cendant or any of its affiliates is or may become a party. The Company Cendant agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall Cendant will make reasonable efforts to minimize interruption of the Executive’s 's life in connection with his cooperation in such matters as provided for in this paragraph. (b) B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company Cendant or any of its affiliates (“"Information”") is confidential and is a unique and valuable asset of the Company Cendant or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s 's duties under this Agreement. The Executive shall will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall will not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company Cendant or any of its affiliates. The Executive shall will also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall will remain the property of the Company Cendant or its affiliates. (i) i. During the Period of Employment and either (i) for a period of two years thereafter if the Executive receives severance benefits under Section VIII.A. above or (2ii) for a one year period following thereafter under any termination of employment other circumstances (the “"Restricted Period”"), irrespective of the cause, manner or time of any termination, the Executive shall will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company Cendant or any of its affiliates. (ii) . During the Restricted Period, the Executive shall will not make any statements or perform any acts intended to have the effect of advancing advance the interest of any existing competitors (or any entity which the Executive knows to be a prospective competitor) of Cendant's Vehicle Services Division or Financial Services Division (collectively, the Company or any of its affiliates "Protected Business") or in any way injuring the interests of the Company or any of its affiliatesProtected Business. During the Restricted Period, the Executive, without prior express written approval by the Board, shall will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company or any of its affiliatesProtected Business, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company)shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are Protected Business is conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall will operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct businessworld. (iii) . During the Restricted Period, the Executive, without express prior written approval from the Board, shall will not solicit any members or the then-current clients of the Company Cendant or any of its affiliates for any existing business of the Company Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with the Company Cendant or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) . During the Restricted Period, the Executive shall will not interfere with the employees or affairs of the Company Cendant or any of its affiliates or solicit or induce any person who is an employee of the Company Cendant or any of its affiliates to terminate any relationship such person may have with the Company Cendant or any of its affiliates, nor shall will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person (if such person is within the Executive's control) with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company Cendant or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) v. For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity interest in a publicly-held company and the term “"affiliate” shall " will include without limitation all subsidiaries and material licensees of the CompanyCendant. (d) D. The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company Cendant if the Executive violates the terms of this Agreement and that the Company shall Cendant will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII IX without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall will be in addition to, and not in limitation of, any other rights or remedies the Company Cendant may have. Without limiting the generality of the foregoing, neither party shall will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIIIIX. (e) E. The period of time during which the provisions of this Section VIII shall IX will be in effect shall will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s Cendant's application for injunctive relief. (f) F. The Executive agrees that the restrictions contained in this Section VIII IX are (i) an essential element of the compensation the Executive is granted hereunder and but for the Executive’s 's agreement to comply with such restrictions, the Company Cendant would not have entered into this AgreementAgreement and (ii) in addition to and not in lieu of any other restrictions agreed to by the Executive whether in connection with any Cendant compensation programs or otherwise.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) A. The Executive shallwill, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be requested in connection with any claims or legal action in which the Company Cendant or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall will cooperate as reasonably requested with the Company Cendant and its affiliates in connection with any claims or legal actions in which the Company Cendant or any of its affiliates is or may become a party. The Company Cendant agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall Cendant will make reasonable efforts to minimize interruption of the Executive’s 's life in connection with his cooperation in such matters as provided for in this paragraph. (b) B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company Cendant or any of its affiliates (“"Information”") is confidential and is a unique and valuable asset of the Company Cendant or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s 's duties under this Agreement. The Executive shall will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall will not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company Cendant or any of its affiliates. The Executive shall will also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall will remain the property of the Company Cendant or its affiliates. (i) i. During the Period of Employment and for a two (2) year period following any termination of employment thereafter (the “"Restricted Period”"), irrespective of the cause, manner or time of any termination, the Executive shall will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company Cendant or any of its affiliates. (ii) . During the Restricted Period, the Executive shall will not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any existing or prospective competitors (or any entity the Executive knows to be a prospective competitor) of the Company Cendant or any of its affiliates or in any way injuring the interests of the Company Cendant or any of its affiliates. During the Restricted Period, the Executive, without prior express written approval by the Board, shall will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company)shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s Cendant's and its affiliates’ ' businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall will operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct businessworld. (iii) . During the Restricted Period, the Executive, without express prior written approval from the Board, shall will not solicit any members or the then-current clients of the Company Cendant or any of its affiliates for any existing business of the Company Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with the Company Cendant or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) . During the Restricted Period, the Executive shall will not interfere with the employees or affairs of the Company Cendant or any of its affiliates or solicit or induce any person who is an employee of the Company Cendant or any of its affiliates to terminate any relationship such person may have with the Company Cendant or any of its affiliates, nor shall will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company Cendant or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) v. For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity eq- uity interest in a publicly-held company and the term “"affiliate” shall " will include without limitation all subsidiaries and material licensees of the CompanyCendant. (d) D. The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company Cendant if the Executive violates the terms of this Agreement and that the Company shall Cendant will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII IX without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall will be in addition to, and not in limitation of, any other rights or remedies the Company Cendant may have. Without limiting the generality of the foregoing, neither party shall will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIIIIX. (e) E. The period of time during which the provisions of this Section VIII shall IX will be in effect shall will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s Cendant's application for injunctive relief. (f) F. The Executive agrees that the restrictions contained in this Section VIII IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s 's agreement to comply with such restrictions, the Company Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) A. The Executive shallwill, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be requested in connection with any claims or legal action in which the Company Cendant or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall will cooperate as reasonably requested with the Company Cendant and its affiliates in connection with any claims or legal actions in which the Company Cendant or any of its affiliates is or may become a party. The Company Cendant agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall Cendant will make reasonable efforts to minimize interruption of the Executive’s 's life in connection with his cooperation in such matters as provided for in this paragraph. (b) B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company Cendant or any of its affiliates (“"Information”") is confidential and is a unique and valuable asset of the Company Cendant or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s 's duties under this Agreement. The Executive shall will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall will not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company Cendant or any of its affiliates. The Executive shall will also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall will remain the property of the Company Cendant or its affiliates. (i) i. During the Period of Employment and for a two (2) year period following any termination of employment thereafter (the “"Restricted Period”"), irrespective of the cause, manner or time of any termination, the Executive shall will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company Cendant or any of its affiliates. (ii) . During the Restricted Period, the Executive shall will not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any existing or prospective competitors (or any entity the Executive knows to be a prospective competitor) of the Company Cendant or any of its affiliates or in any way injuring the interests of the Company Cendant or any of its affiliates. During the Restricted Period, the Executive, without prior express written approval by the Board, shall will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company)shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s Cendant's and its affiliates’ ' businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall will operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct businessworld. (iii) . During the Restricted Period, the Executive, without express prior written approval from the Board, shall will not solicit any members or the then-current clients of the Company Cendant or any of its affiliates for any existing business of the Company Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with the Company Cendant or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) . During the Restricted Period, the Executive shall will not interfere with the employees or affairs of the Company Cendant or any of its affiliates or solicit or induce any person who is an employee of the Company Cendant or any of its affiliates to terminate any relationship such person may have with the Company Cendant or any of its affiliates, nor shall will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company Cendant or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) v. For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity interest in a publicly-held company and the term “"affiliate” shall " will include without limitation all subsidiaries and material licensees of the CompanyCendant. (d) D. The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company Cendant if the Executive violates the terms of this Agreement and that the Company shall Cendant will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII IX without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall will be in addition to, and not in limitation of, any other rights or remedies the Company Cendant may have. Without limiting the generality of the foregoing, neither party shall will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIIIIX. (e) E. The period of time during which the provisions of this Section VIII shall IX will be in effect shall will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s Cendant's application for injunctive relief. (f) F. The Executive agrees that the restrictions contained in this Section VIII IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s 's agreement to comply with such restrictions, the Company Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. (a) A. The Executive shallwill, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be requested in connection with any claims or legal action in which the Company Cendant or any of its affiliates is or may become a party. After the Period of Employment, the Executive shall will cooperate as reasonably requested with the Company Cendant and its affiliates in connection with any claims or legal actions in which the Company Cendant or any of its affiliates is or may become a party. The Company Cendant agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by Executive by reason of such cooperation, including any loss of salary, and the Company shall Cendant will make reasonable efforts to minimize interruption of the Executive’s 's life in connection with his cooperation in such matters as provided for in this paragraph. (b) B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company Cendant or any of its affiliates (“"Information”") is confidential and is a unique and valuable asset of the Company Cendant or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s 's duties under this Agreement. The Executive shall will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of his duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive shall will not make use of the Information for his own purposes or for the benefit of any person or organization other than the Company Cendant or any of its affiliates. The Executive shall will also use his best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession, are confidential and shall will remain the property of the Company Cendant or its affiliates. (i) i. During the Period of Employment and for a two (2) one year period following any termination of employment thereafter (the “"Restricted Period”"), irrespective of the cause, manner or time of any termination, the Executive shall will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company Cendant or any of its affiliates. (ii) . During the Restricted Period, the Executive shall will not make any statements or perform any acts intended to have the effect of advancing advance the interest of any existing competitors (or any entity which the Executive knows to be a prospective competitor) of the Company direct marketing business of Cendant or any of its affiliates or in any way injuring the interests of the Company direct marketing business of Cendant or any of its affiliates. During the Restricted Period, the Executive, without prior express written approval by the Board, shall will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company direct marketing business of Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 5% shareholder in a publicly traded company)shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s direct marketing business of Cendant's and its affiliates’ ' businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall will operate throughout the United States and those countries in the world where the Company then conducts business or has a plan to conduct businessworld. (iii) . During the Restricted Period, the Executive, without express prior written approval from the Board, shall will not solicit any members or the then-current clients of the Company Cendant or any of its affiliates for any existing business of the Company Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with the Company Cendant or any of its affiliates. Members and clients of the Company and its affiliates shall be deemed covered by this Section VIII(c)(iii) during the term of their business relationship with the Company or any of its affiliates and for a period of six (6) months following termination of any such business relationship. (iv) . During the Restricted Period, the Executive shall will not interfere with the employees or affairs of the Company Cendant or any of its affiliates or solicit or induce any person who is an employee of the Company Cendant or any of its affiliates to terminate any relationship such person may have with the Company Cendant or any of its affiliates, nor shall will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person (if such person is within the Executive's control) with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company Cendant or any of its affiliates. An employee shall be deemed covered by this Section VIII(c)(iv) while so employed or retained and for a period of six (6) months thereafter. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (v) v. For the purposes of this Agreement, proprietary interest means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity or ownership of more than 5% of any class of equity interest in a publicly-held company and the term “"affiliate” shall " will include without limitation all subsidiaries and material licensees of the CompanyCendant. (d) D. The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company Cendant if the Executive violates the terms of this Agreement and that the Company shall Cendant will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII IX without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction shall will be in addition to, and not in limitation of, any other rights or remedies the Company Cendant may have. Without limiting the generality of the foregoing, neither party shall will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VIIIIX. (e) E. The period of time during which the provisions of this Section VIII shall IX will be in effect shall will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s Cendant's application for injunctive relief. (f) F. The Executive agrees that the restrictions contained in this Section VIII IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s 's agreement to comply with such restrictions, the Company Cendant would not have entered into this Agreement.