Common use of Without Cause Termination and Constructive Discharge Clause in Contracts

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's then current Base Salary, plus (B) the Executive's then current target Annual Bonus; (iii) each of the Executive's then outstanding Pre-Existing Options shall become immediately and fully vested and exercisable (to the extent not already vested) in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing 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 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 or stock appreciation right; (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's ’s termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(d) below, upon resolution of the dispute), an amount equal to 299200% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iii) each all outstanding unvested stock-based awards (including, without limitation, restricted stock units) that were scheduled to vest in accordance with their original vesting schedule by the two (2)-year anniversary of such termination of employment will immediately vest in full; provided that any such awards that vest based on the Executive's then achievement of specified objective performance goals, will not vest in full in connection with such termination, but will remain outstanding Pre-Existing Options shall and become immediately and fully vested and exercisable (to the extent not already vestedor be forfeited at such time(s) as provided in accordance with the terms and conditions of the applicable to such options set forth in award agreement based on actual achievement of the agreements evidencing the terms and conditions performance goals applicable for purposes of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions vesting of such awards; and (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on that becomes vested during the two-year period set forth in clause (iii) above or after July 28, 2006 (excluding any Pre-Existing 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 thereof 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 or stock appreciation right; (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(dparagraph (d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual BonusIncentive Compensation Award; (iiiii) each of the Executive's ’s then outstanding Pre-Existing Options options, including the Adjusted Options, to purchase shares of common stock which were granted on or after June 1, 2001 and prior to the Effective Date shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awardsPrior Agreement, and shall remain exercisable for until the extended post-first to occur of the fifth (5th) anniversary of the Executive’s termination exercise period set forth in of employment and the agreements evidencing the terms and conditions original expiration date of such awardsoption; (iviii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 the Proposed Transaction (excluding any Pre-Existing 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 thereof 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 or stock appreciation right; , and (viv) all other long-term equity awards (including, without limitation, the restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon Further, if the Executive’s employment terminates by reason of Without Cause Termination or Constructive Discharge during the Period of Employment or a Resignation at any time during or after the expiration of the Period of Employment, each of the Executive’s then outstanding options to purchase shares of Cendant common stock, including the Adjusted Options, which were granted on or after September 3, 1998 and prior to December 31, 2000, in accordance with the terms and conditions applicable to such terminationoptions set fort in the Prior Agreement, shall remain exercisable until the Executive shall also be entitled first to occur of the Continuation fifth (5th) anniversary of Health Benefitsthe Executive’s termination of employment and the original expiration date of such option.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's ’s termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(d) below, upon resolution of the dispute), an amount equal to 299200% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iii) each outstanding unvested stock based awards in the Company that would have vested in accordance with their original vesting schedule by the two (2)-year anniversary of such termination of employment will immediately vest in full; provided that any such awards that vest based on the Executive's then achievement of specified objective performance goals, will not vest in full in connection with such termination, but will remain outstanding Pre-Existing Options shall and become immediately and fully vested and exercisable (to the extent not already vestedor be forfeited at such time(s) as provided in accordance with the terms and conditions of the applicable to such options set forth in award agreement based on actual achievement of the agreements evidencing the terms and conditions performance goals applicable for purposes of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions vesting of such awards; and (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on that becomes vested during the two-year period set forth in clause (iii) above or after July 28, 2006 (excluding any Pre-Existing 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 thereof 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 or stock appreciation right; (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each each, as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) belowthe terms hereof, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixtyfifty-first third (61st53rd) day following the Executive's such termination of employment (or, such later date as contemplated in Section VII(d) below in the event that the Release Date (as defined in Section VII(d) below below) is extended in accordance with the dispute provisions as set forth in Section VII(d) below, upon resolution of the dispute), an a lump-sum amount equal to 299% 2.99 multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iii) each of the Executive's ’s then outstanding Pre-Existing Options shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards2003 Agreement, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards2003 Agreement; (iv) each option to purchase shares of the Company Company’s common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing Option to acquire under the Company common stock) Prior Agreement shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision thereof 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 or stock appreciation right; , (v) 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; and (vi) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award ) shall be governed by subject to the terms and conditions governing of the applicable award agreement and the equity plan under which such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefitsawards were granted.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's employment terminates during the Period of Employment due to either (i) a Without Cause Termination or Termination, (ii) a Constructive Discharge (each as defined below): ) or (iii) the Company providing the Executive notification under Section III of this Agreement that it is not extending the Agreement for an Additional Term: (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(dparagraph (d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iiiii) each of the Executive's ’s then outstanding Pre-Existing Adjusted Options shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; (iviii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the July 28, 2006 (excluding any Pre-Existing 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 thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd3rd ) anniversary of the Executive's ’s termination of employment and the original expiration date of such option or stock appreciation right; , and (viv) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing evidencing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's employment terminates during the Period of Employment and, in the event of a Corporate Transaction, prior to January 15th of the year following the year in which the Corporate Transaction occurs, due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first within five (61st5) day days following the Executive's termination of employment Release Date (as defined in paragraph (d) below) (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's then current Base Salary, plus (B) the Executive's then current target Annual Bonus; (iii) each of the Executive's then outstanding Pre-Existing Options shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards2003 Agreement, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards2003 Agreement; (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing Option to acquire the Company common stock) Effective Date shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd3rd ) anniversary of the Executive's termination of employment and the original expiration date of such option or stock appreciation right; , and (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(dparagraph (d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iiiii) each of the Executive's ’s then outstanding Pre-Existing options Adjusted Options shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awardsPrior Agreement, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awardsPrior Agreement; (iviii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 the Proposed Transaction (excluding any Pre-Existing 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 thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd3rd ) anniversary of the Executive's ’s termination of employment and the original expiration date of such option or stock appreciation right; , and (viv) all other long-term equity awards (including, without limitation, the restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's employment terminates during the Period of Employment due to either a Without Cause Termination Termi-nation or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(dparagraph (d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual BonusIncentive Compensation Award; (iiiii) each of the Executive's ’s then outstanding Pre-Existing Options options, including the Adjusted Options, to purchase shares of common stock which were granted on or after June 1, 2001 and prior to the Effective Date shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awardsPrior Agreement, and shall remain exercisable for until the extended post-first to occur of the fifth (5th) anniversary of the Executive’s termination exercise period set forth in of employment and the agreements evidencing the terms and conditions original expiration date of such awardsoption; (iviii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 the Proposed Transaction (excluding any Pre-Existing 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 thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd3rd ) anniversary of the Executive's ’s termination of employment and the original expiration date of such option or stock appreciation right; , and (viv) all other long-term equity awards (including, without limitation, the restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon Further, if the Executive’s employment terminates by reason of Without Cause Termination or Constructive Discharge during the Period of Employment or a Resignation at any time during or after the expiration of the Period of Employment, each of the Executive’s then outstanding options to purchase shares of Cendant common stock, including the Adjusted Options, which were granted on or after September 3, 1998 and prior to December 31, 2000, in accordance with the terms and conditions applicable to such terminationoptions set fort in the Prior Agreement, shall remain exercisable until the Executive shall also be entitled first to occur of the Continuation fifth (5th) anniversary of Health Benefitsthe Executive’s termination of employment and the original expiration date of such option.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid ), subject to the Executive in accordance with paragraph (d) below, (ii) executing a release of claims against the Company shall and its subsidiaries and affiliates as more fully described in paragraph D of this Section VIII, then the Company will pay the Executive a lump sum amount equal to one hundred and fifty percent (or his surviving spouse150%) of Executive’s then-current Base Salary, estate or personal representative, as applicable), on plus any and all Base Salary and Incentive Compensation Awards earned but unpaid through the sixty-first (61st) day following the Executive's termination date of employment (orsuch termination; provided that, in the event that the Release Date Company (A) delivers the Non-Renewal Notice (as defined above in Section VII(dIII) below is extended in accordance to Executive at least 90 days prior to June 15, 2007, (B) Executive remains employed with the dispute provisions set forth in Section VII(dCompany on or after June 15, 2007, and (C) belowExecutive’s employment is Terminated Without Cause during the twelve (12) month period following June 15, upon resolution of 2007, the dispute), an lump sum severance amount to be paid to Executive shall be at least equal to 299% multiplied by the sum product of (Ax) the 150% of Executive's then ’s then-current Base Salary, plus multiplied by (By) a fraction, the Executive's then current target Annual Bonus; (iii) each numerator of which is equal to 365 minus the Executive's then outstanding Pre-Existing Options number of days beyond June 15, 2007 in which Executive remains employed by the Company, and the denominator of which is equal to 365. For purposes of this Section VIII, Incentive Compensation Awards shall become immediately and fully vested and exercisable (be deemed to be “earned” by the Executive only to the extent not already vested) in accordance with that the terms and conditions Executive remains employed by the Company or its subsidiaries or affiliates as of the end of the applicable period for which any performance tied to such options set forth award is measured. Except as provided in the agreements evidencing the terms this paragraph (and conditions of such awardsexcept for any remaining obligations under any then applicable employee benefit, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing 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 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 or stock appreciation right; (v) all other long-term equity awards (including, without limitationoption, restricted stock units, but excluding or similar plan (and any agreements entered into in connection therewith) and except as provided in Section XV below) the award of performance based restricted stock units granted Company and its subsidiaries and affiliates will have no further obligations to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefitshereunder.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if If the Executive's employment terminates during the Period of Employment due to either (i) a Without Cause Termination or Termination, (ii) a Constructive Discharge (each as defined below): ) or (iii) the Company providing the Executive notification under Section III of this Agreement that it is not extending the Agreement for an Additional Term: (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(dparagraph (d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iiiii) each of the Executive's ’s then outstanding Pre-Existing Adjusted Options shall become immediately and fully vested and exercisable (to the extent not already vested) and in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards, Prior Agreement and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; Prior Agreement, (iii) subject to proviso set forth in clause (iv) below, each option to purchase shares of the Company common stock or stock appreciation right granted on or after the July 28, 28th 2006 (excluding any Pre-Existing 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 thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd3rd ) anniversary of the Executive's ’s termination of employment and the original expiration date of such option or stock appreciation right; , and (viv) all other long-term equity awards (including, without limitation, the restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) 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 such termination, the Executive shall also be entitled to the Continuation of Health BenefitsBenefits and also be entitled to the Avis, Inc. Retiree Health Care Plan per the 1992 Avis Board of Director’s resolution.

Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's ’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each each, as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) belowthe terms hereof, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixtyfifty-first third (61st53rd) day following the Executive's such termination of employment (or, such later date as contemplated in Section VII(d) below in the event that the Release Date (as defined in Section VII(d) below below) is extended in accordance with the dispute provisions as set forth in Section VII(d) below, upon resolution of the dispute), an a lump-sum amount equal to 299% 2.99 multiplied by the sum of (A) the Executive's ’s then current Base Salary, plus (B) the Executive's ’s then current target Annual Bonus; (iii) each of the Executive's then outstanding Pre-Existing Options shall become immediately and fully vested and exercisable (to the extent not already vested) in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; (iv) each option to purchase shares of the Company Company’s common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing Option prior to acquire the Company common stock) 2010 shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision thereof 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 option, (iv) the impact of such termination of employment on stock options granted during and after 2010 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 stock appreciation rightrestated from time to time); and (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award and cash awards) shall be governed by subject to the terms and conditions governing of the applicable award agreement and the equity plan under which such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefitsawards were granted.