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

Without Cause Termination and Constructive Discharge. 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): the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount equal to 200% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation Award. In addition, upon such event, all Long Term Incentive Awards granted on or after the Effective Date which would have otherwise vested within one year following the Executive’s termination of employment, will become vested upon the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreement.

Without Cause Termination and Constructive Discharge. 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 Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount equal to 200299% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation Award. In addition; (ii) each of the Executive’s then outstanding options, upon 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 and in accordance with the terms and conditions applicable to such eventoptions set forth in the Prior Agreement, all Long Term Incentive Awards 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; (iii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date which would have otherwise Proposed Transaction (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested within one year following and exercisable and, notwithstanding any term or FORM OF EMPLOYMENT AGREEMENT provision thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd ) anniversary of the Executive’s termination of employmentemployment and the original expiration date of such option or stock appreciation right, will and (iv) all other long-term equity awards (including, without limitation, the restricted stock units) shall become vested upon immediately vested. 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 options set fort in the Prior Agreement, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment, employment and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementoption.

Without Cause Termination and Constructive Discharge. If the Executive’s 's employment terminates during the Period of Employment due to either (i) a Without Cause Termination or (ii) a Constructive Discharge (each such capitalized term as defined below): the Company shall ), (a) Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an a lump sum amount equal to 200300% multiplied by of the sum of (A) the Executive’s 's then current Base Salary, Salary plus (B) the Executive’s then current target Incentive Compensation Award. In addition, upon such event, all Long Term Incentive Awards (b) each of the Executive's then outstanding options to purchase shares of Cendant common stock which were granted on or after June 1, 2001 will become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such options to the Effective Date which would have otherwise vested within one year following contrary, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s 's termination of employment, will become vested upon the Executive’s termination of employment, employment and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration datedate of such option and (c) following the Executive and each of his dependents then covered under applicable health, medical, life and disability insurance benefit plans of Cendant at the time of the Executive’s 's termination of employment. For purposes employment shall remain eligible to continue to participate in such plans (subject to the Executive or such dependents continuing to pay the applicable employee portion of any premiums, co-payments, deductibles and similar costs) until the end of the preceding sentence onlyplan year in which the Executive reaches, or would have reached, age seventy-five (75), or until such dependents would otherwise have become ineligible for such benefits under the terms of such plans, whichever is earlier; PROVIDED, HOWEVER, that once the Executive or his dependents become eligible for Medicare or any other government-sponsored medical insurance plan, the Executive or his dependents shall utilize such government plan, and Cendant's insurance obligations hereunder shall become secondary to such government plan, and; FURTHER, PROVIDED, that Cendant's obligation to provide such benefits shall terminate in the event the Executive shall accept employment with any entity which is in competition with Cendant's Real Estate Division. Further, with respect to any awards that vest pursuant split-dollar insurance policies relating to performance criteria measured over a multi-year period, with no interim vesting datesthe life of the Executive, such awards policies shall be treated in accordance with their existing terms, or, if more favorable to the Executive, shall be treated in a manner no less favorable than the terms applicable to any other senior officer of Cendant (other than the Chief Executive Officer) relating to a severance event. Further, if the Executive's employment terminates by reason of (i) Without Cause Termination or Constructive Discharge during the Period of Employment or (ii) 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 which were granted on or after September 3, 1998 and prior to December 31, 2000 will instead be viewed as awards which vest in equal pro rata installments on each respective become immediately and fully vested and exercisable, and notwithstanding any term or provision relating to such options to the contrary, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the grant date, Executive's termination of employment and accordingly, upon such termination event, such award will become vested with respect to shares which would otherwise vested prior to such termination the original expiration 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementoption.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each Discharge, as defined below): the Company shall , Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph ) upon such Without Cause Termination or Constructive Discharge (di) below, an a lump sum amount equal to 200% multiplied by two hundred and ninety-nine percent (299%) of the sum of Base Salary in effect at the time of such termination and the target Incentive Compensation Award for the year in which such termination occurs (Awhich target Incentive Compensation Award shall in no event be greater than 100% of Base Salary for purposes of this severance calculation) and (ii) any and all earned but unpaid Base Salary and earned but unpaid Incentive Compensation Awards. If the Executive is residing in the U.K. at such time and requests a relocation to the United States, Cendant will reimburse the Executive for moving his family and their personal belongings back to the United States, and will provide such other financial assistance related to such move to the extent provided in the Policy (as well as costs incurred in connection with the storage of the Executive’s then current Base Salarypersonal belongings for up to 12 months, plus to the extent not covered under the Policy) so long as such move occurs within 12 months of such termination or, in lieu thereof, at the election of the Executive (B) which election will be made by the Executive’s then current target Incentive Compensation AwardExecutive within 12 months of such date of termination), the Company shall pay the Executive an aggregate payment of U.S. $100,000. In addition, upon such event, all Long Term Incentive Awards granted on or after any medical and dental insurance benefits provided to similarly situated employees of Cendant EMEA from time to time will be provided to the Effective Date which would have otherwise vested within one year following the Executive’s termination of employment, will become vested upon the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding Executive for a period of two years at the expense of Cendant (but not beyond except for expenses related to the employee portion of premium payments, co-payments, deductibles and similar charges). In addition, any outstanding stock options held by the Executive as of the date of termination which were granted following March 1, 1999 and which would have otherwise vested during the two year period immediately following such date (assuming the Executive remained employed with Cendant during such period) will become vested and exercisable as of such date of termination, and will remain exercisable until the first to occur of the third anniversary of such date of termination and the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementoption.

Without Cause Termination and Constructive Discharge. 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): the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount a lump sum payment equal to 200% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation AwardAward (or, if the Executive terminates employment in 2008 due to either a Without Cause Termination or a Constructive Discharge, the Executive’s Minimum 2008 Bonus). In addition, upon such event, all time-based Long Term Incentive Awards (including all stock options and stock appreciation rights) granted on or after the Effective Date which would have otherwise vested within one year following the Executive’s termination of employment, will become vested and, subject to paragraph (d) below, paid upon the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, with With respect to any awards performance-based Long Term Incentive Awards (including restricted stock units but excluding stock options and stock appreciation rights) granted on or after the Effective Date, provided that vest pursuant the performance goals applicable to performance criteria measured over a multithe Long-year periodTerm Incentive Award are achieved, with no interim vesting dates, such awards will instead the Executive shall be viewed as awards which entitled to vest in equal pro and be paid a pro-rata installments on each respective anniversary portion of such Long Term Incentive Award based upon the portion of the grant datefull performance period during which the Executive was employed by the Company plus 12 months (or, and accordinglyif less, upon such termination eventassuming employment for the entire performance period). Subject to paragraph (d) below, such award will become any vested with respect performance-based Long Term Incentive Awards shall be paid to shares which would otherwise vested prior to such termination date and within one year following such termination date; provided, however, the Executive at the time that the vesting of such awards shall not occur unless vest 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 paid to the same performance goals)employees generally. The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreement.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates is terminated during the Period of Employment by the Company due to either a Without Cause Termination or by the Executive due to a Constructive Discharge (each as defined below): ), the Company shall will pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph ) upon such Without Cause Termination or Constructive Discharge (di) below, an a lump sum amount equal to 200% multiplied by the sum of (A) the Executive’s then current Base Salary, Salary plus (B) the Executive’s then current target targeted Incentive Compensation Award, multiplied by 299% and (ii) any and all Initial Base Salary and Base Salary and Incentive Compensation Awards and other long-term incentive awards (including, without limitation, RSUs) earned but unpaid through the date of such termination. In addition, upon (1) that portion of any outstanding stock option then held by the Executive that is not yet vested and exercisable will become immediately vested and exercisable and any option then held by the Executive will remain exercisable until the third anniversary of the effective date of such eventtermination (but in no event beyond the expiration date of such option) and (2) all other long-term incentive awards (including, all Long Term Incentive Awards granted on or after without limitation, RSU’s) then held by the Effective Date which would have otherwise vested within one Executive will become immediately vested. Further, (i) in lieu of COBRA benefits, the Executive will be entitled to continuation of group medical, dental and vision benefits as from time to time provided under the Company plans and policies, for the three-year period following the Executive’s such termination of employment, at no greater cost applicable to active employees from time to time; provided, that such benefits will become be reduced to the extent they are made available by a subsequent employer and (ii) the Executive shall have the right to receive all vested upon benefits to which he is entitled under the Company’s various employee benefit plans (other than severance plans). In the event that, during the Period of Employment, the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, with respect to any awards that vest employment is terminated 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 this Section VII A. either (1) prior to the third anniversary of the grant dateEffective Date or (2) within the one-year period immediately following a Change-of-Control Transaction (as defined in the 1999 Plan), and accordinglythe Company will reimburse the Executive for the reasonable costs incurred in his relocating to the West Coast (including those categories of costs previously reimbursed pursuant to Section IV F.), upon including a full tax gross-up for taxes incurred as a result of 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 datereimbursements; provided, however, that (x) the vesting Executive must initiate such relocation within 180 days following the effective date of such awards termination and (y) the Company shall not occur unless be required to incur costs with respect to such relocation in excess of its costs incurred in relocating the Executive to the East Coast pursuant to Section IV F. Except as provided in this Section VII A. and until Section XIV, the Company determines that all applicable performance goals will have been attained (and no further obligations to 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementhereunder.

Without Cause Termination and Constructive Discharge. If the Executive’s 's employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge during the Period of Employment (each as defined below): the Company shall i) Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an upon such termination a lump sum amount equal to 200% multiplied by the sum product of (A) the sum of the Executive’s 's then current Base SalarySalary and the Executive's target Incentive Compensation Award for the year in which such termination occurs, plus multiplied by (B) 300%, (ii) Cendant will pay the Executive upon such termination any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination, (iii) each of the Executive’s 's then current target Incentive Compensation Award. In addition, upon such event, all Long Term Incentive Awards outstanding options to purchase shares of Cendant common stock which was granted on or after the Effective Date which would have otherwise vested within one year following the Executive’s termination of employmentMarch 8, 2000 will become immediately and fully vested upon and exercisable (if not already vested and exercisable) as of the Executive’s date of such termination of employmentand, and notwithstanding any term or provision relating to such awards which are stock options or stock appreciation rights will to the contrary, shall remain outstanding for a period of two years (but not beyond exercisable until the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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 option, (and iv) the Executive will receive such vesting at the same timeExtended Benefits, and on the same basis, as other executive officers who are subject (v) Cendant will continue to the same performance goals). The provisions relating to Long Term Incentive Awards set forth make premium payments in this paragraph shall not supersede or replace any provision or right respect of the Executive's insurance policies under the Insurance Program for a period which is no less favorable than any post-termination period of coverage that any other senior executive officer of Cendant (other than the Chief Executive relating Officer) is entitled to receive in connection with a without cause termination; PROVIDED, that the acceleration foregoing is not intended to modify or amend the terms of the vesting of such awards agreements between Cendant and the Executive in the event of a change in control respect of the Company or Insurance Program and (vi) if the Executive’s death or disabilityExecutive is then participating in a management car program sponsored by Cendant, whether then Cendant will take such action necessary to transfer ownership of one car which the Executive is then using pursuant to an applicable stock plan document or award agreementsuch program.

Without Cause Termination and Constructive Discharge. 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): the Company shall pay the Executive (or his her surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount equal to 200% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation Award. In addition, upon such event, all Long Term Incentive Awards granted on or after the Effective Date which would have otherwise vested within one year following the Executive’s termination of employment, will become vested upon the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreement.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either (i) a Without Cause Termination or (ii) a Constructive Discharge (each such capitalized term as defined below): the Company shall (a) Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an a lump sum amount equal to 200300% multiplied by the sum of (A1) the Executive’s then current Base Salary, plus (B2) the Executive’s then current target Incentive Compensation Award (for purposes of multiplying 300% times the sum of base salary plus target Incentive Compensation Award. In addition, upon such event, all Long Term the target Incentive Awards Compensation Award will be deemed to equal 100% of then current base salary); (b) each of the Executive’s then outstanding options to purchase shares of Cendant common stock which were granted on or after June 1, 2001 will become immediately and fully vested and exercisable and, notwithstanding any term or provision relating to such options to the Effective Date which would have otherwise vested within one year following contrary, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment, will become vested upon employment and the original expiration date of such option; and (c) the Executive and each of his dependents then covered under applicable Post-Employment Plans at the time of the Executive’s termination of employmentemployment shall remain eligible to continue to participate in such plans (subject to the Executive or such dependents continuing to pay the applicable employee portion of any premiums, co-payments, deductibles and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond similar costs) until the original expiration date) following the Executive’s termination of employment. For purposes end of the preceding sentence onlyplan year in which the Executive reaches, with respect to any awards that vest pursuant to performance criteria measured over a multior would have reached, age seventy-year periodfive (75), with no interim vesting dates, or until 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 dependents would otherwise vested prior to have become ineligible for such termination date and within one year following benefits under the terms of such termination dateplans, whichever is earlier; 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 once the Executive will receive or his dependents become eligible for Medicare or any other government-sponsored medical insurance plan, the Executive or his dependents shall utilize such vesting at the same timegovernment plan, and on the same basisCendant’s insurance obligations hereunder shall become secondary to such government plan, as other executive officers who are subject and; further, provided, that Cendant’s obligation to the same performance goals). The provisions relating to Long Term Incentive Awards set forth in this paragraph provide such benefits shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards terminate in the event the Executive shall accept employment with any entity which is in competition with Cendant’s Real Estate Division. Notwithstanding the foregoing, Cendant may meet any of a change its foregoing obligations under the Post- Employment Plans by paying for, or providing for the payment of, such benefits directly or through alternative plans or individual policies which are no less favorable in control of all material respects (with respect to both coverage and cost to the Company or Executive and his dependents) to the Post-Employment Plans. Further, if the Executive’s death employment terminates by reason of (i) Without Cause Termination or disabilityConstructive Discharge during the Period of Employment or (ii) a Resignation at any time during or after the expiration of the Period of Employment, whether pursuant each of the Executive’s then outstanding options to an applicable purchase shares of Cendant common stock plan document which were granted on or award agreementafter September 3, 1998 and prior to December 31, 2000, notwithstanding any term or provision relating to such options to the contrary, 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.

Without Cause Termination and Constructive Discharge. 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): the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount a lump sum payment equal to 200% multiplied by the sum of (Ai) the Executive’s then current Base Salary, plus (Bii) the Executive’s then current target Incentive Compensation Award. In addition, upon such event, all time-based Long Term Incentive Awards (including all stock options and stock appreciation rights) granted on or after the Effective Date which would have otherwise vested within one year following the Executive’s termination of employment, will become vested and, subject to paragraph (d) below, paid upon the Executive’s termination of employment, and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, with With respect to any awards performance-based Long Term Incentive Awards (including restricted stock units but excluding stock options and stock appreciation rights) granted on or after the Effective Date, provided that vest pursuant the performance goals applicable to performance criteria measured over a multithe Long-year periodTerm Incentive Award are achieved, with no interim vesting dates, such awards will instead the Executive shall be viewed as awards which entitled to vest in equal pro and be paid a pro-rata installments on each respective anniversary portion of such Long Term Incentive Award based upon the portion of the grant datefull performance period during which the Executive was employed by the Company plus 12 months (or, and accordinglyif less, upon such termination eventassuming employment for the entire performance period). Subject to paragraph (d) below, such award will become any vested with respect performance-based Long Term Incentive Awards shall be paid to shares which would otherwise vested prior to such termination date and within one year following such termination date; provided, however, the Executive at the time that the vesting of such awards shall not occur unless vest 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 paid to the same performance goals)employees generally. The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreement.

Without Cause Termination and Constructive Discharge. 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 Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount equal to 200299% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation Award. In addition; (ii) each of the Executive’s then outstanding options, upon 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 and in accordance with the terms and conditions applicable to such eventoptions set forth in the Prior Agreement, all Long Term Incentive Awards 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; (iii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date which would have otherwise Proposed Transaction FORM OF EMPLOYMENT AGREEMENT (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested within one year following and exercisable 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 employmentemployment and the original expiration date of such option or stock appreciation right, will and (iv) all other long-term equity awards (including, without limitation, the restricted stock units) shall become vested upon immediately vested. 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 options set fort in the Prior Agreement, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment, employment and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementoption.

Without Cause Termination and Constructive Discharge. 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 Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, an amount equal to 200299% multiplied by the sum of (A) the Executive’s then current Base Salary, plus (B) the Executive’s then current target Incentive Compensation Award. In additionAnnual Bonus; (ii) each of the Executive’s then outstanding options, upon 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 and in accordance with the terms and conditions applicable to such eventoptions set forth in the Prior Agreement, all Long Term Incentive Awards 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; (iii) each option to purchase shares of the Company common stock or stock appreciation right granted on or after the Effective Date which would have otherwise Proposed Transaction (excluding any Adjusted Option to acquire the Company common stock) shall become immediately and fully vested within one year following and exercisable 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 employmentemployment and the original expiration date of such option or stock appreciation right, will and (iv) all other long-term equity awards (including, without limitation, the restricted stock units) shall become vested upon immediately vested. 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 options set fort in the Prior Agreement, shall remain exercisable until the first to occur of the fifth (5th) anniversary of the Executive’s termination of employment, employment and any such awards which are stock options or stock appreciation rights will remain outstanding for a period of two years (but not beyond the original expiration date) following the Executive’s termination of employment. For purposes of the preceding sentence only, 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). The provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a change in control of the Company or the Executive’s death or disability, whether pursuant to an applicable stock plan document or award agreementoption.