EXHIBIT 10.8(a)
January 27, 1997
Xx. Xxxxx X. Xxxxxxxxx
HFS Incorporated
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxx:
Reference is hereby made to the agreement by and between HFS
Incorporated (the "Company") and you, as amended and restated as of June 30,
1996 (the "Agreement"). Capitalized terms used in this letter shall have the
meanings assigned to them in the Agreement unless otherwise defined herein.
Pursuant to and in accordance with the amendment provisions set forth in
Section 10 of the Agreement, the Company and you hereby agree that the
Agreement shall be amended, effective January 27, 1997, as follows.
1. Section 4(g)(iv) of the Agreement is here-
by amended and restated to read, in its entire-
ty, as follows:
"(iv) Notwithstanding the foregoing (A) in the event that a
Change-of-Control Transaction shall occur, then the Company
(or a Successor, if applicable) shall pay the Executive a
lump sum amount equal to the value (the "Option Value") of
all of the options that would have been granted to the
Executive under Section 4(g)(i) hereof if the Executive had
remained employed with the Company until December 31, 2000
(the "Remaining Options"), assuming that all such Remaining
Options are granted on the date of the Change-of-Control
Transaction at an exercise price equal to the Fair Market
Value of the Stock as of such date and in accordance with
Section 4(g)(i) and 4(g)(iii) hereof, and further assuming
that all such Remaining Op-
Xx. Xxxxx X. Xxxxxxxxx
January 27, 1997
Page 2
tions are fully and immediately exercisable and freely
transferable, and (B) Section 4(g)(ii) shall become
inapplicable from and after the date of such
Change-of-Control Transaction. For purposes of this Section
4(g), the Option Value of the Remaining Options (x) shall be
determined by an independent compensation consultant or
investment banker, selected by the Executive and reasonably
acceptable to the Company and (y) shall appropriately
reflect the ten-year term of the Remaining Options, the
volatility of the Stock, current interest rates and such
other factors as the independent compensation consultant or
investment banker deems relevant. Without limiting the
generality of the foregoing, the payment to the Executive of
the Option Value shall be made in cash no later than the day
of the consummation of the Change- of-Control Transaction;
provided, however, that if, in connection with the
applicable Change- of-Control Transaction, the stockholders
of the Company receive consideration substantially in the
form of stock or other equity securities of the Successor or
of any other entity ("Successor Stock"), then the Company
shall have the option to pay the Option Value by delivering
to the Executive, no later than the day of consummation of
the Change-of-Control Transaction, a number of shares of
Successor Stock with an aggregate fair market value (as of
the date of such delivery) equal to the Option Value;
further, provided, that the Company may deliver shares of
Successor Stock in accordance with the foregoing proviso
only if the Successor Stock so delivered is covered by an
effective registration statement, and is freely transferable
by the Executive without any restrictions or limitations.
The Company hereby agrees to take all actions necessary and
appropriate, including obtaining all requisite approvals, if
any, to effectuate the foregoing payment or delivery."
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Xx. Xxxxx X. Xxxxxxxxx
January 27, 1997
Page 3
2. Section 6(c) of the Agreement is hereby
deleted in its entirety and of no further force
or effect.
This letter is intended to constitute an amendment to the
Agreement, and, as amended hereby, the Agreement shall remain in full force
and effect. In order to evidence your agreement with the provisions of this
letter, please sign the enclosed copy of this letter and return it to the
undersigned whereupon it will be the binding agreement between the Company and
you.
Very truly yours,
HFS INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Title: Executive Vice
President
AGREED TO:
Xxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
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