Exhibit 10.20
EMPLOYEE MANAGEMENT AGREEMENT
EMPLOYEE MANAGEMENT AGREEMENT, dated as of ________ 1997, (this
"Agreement"), among Avis Rent A Car System, Inc., a Delaware Corporation
("ARACS") and HFS Incorporated, a Delaware corporation ("HFS").
WHEREAS, HFS and ARACS have entered into a Reservation Services
Agreement dated as of the date hereof (the "Services Agreement") pursuant to
which HFS will provide certain services (as described in the Services
Agreement) to ARACS, on the terms and subject to the conditions set forth in
the Services Agreement;
WHEREAS, HFS and ARACS share certain computer and reservation
facilities in Tulsa, Oklahoma and Virginia Beach, Virginia (the "Facilities")
pursuant to certain lease arrangements;
WHEREAS, HFS and ARACS have determined that it would be in their best
interest and in the interest of the employees at such facilities to provide the
flexibility for such employees to provide services to HFS; and
WHEREAS, HFS and ARACS have determined the positions of the employees
that will be under the management of, and provide services to HFS pursuant to
the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
Section 1. General. Schedule A hereto identifies the positions of
those employees at the Facilities who, in accordance with the provisions of
this Agreement, shall be managed by, and under the direction of, HFS (the "HFS
Managed Employees").
Section 2. Management Period.
(a) Employee Management. During the period commencing on the
date hereof and ending on a day which is three (3) months after the date on
which HFS gives ARACS notice of its intent to terminate this Agreement (the
"Management Period"), each HFS Managed Employee shall, unless otherwise
directed by HFS, remain an employee of ARACS. During the Management Period, or
until such earlier time as any such HFS Managed Employee ceases to be an
employee of ARACS, such HFS Managed Employee shall be managed by, and under the
direction of, HFS.
(b) Treatment of HFS Managed Employee Expenses. ARACS shall,
within 15 days following the end of each month that ends within the Management
Period, furnish to HFS a written summary of all compensation, benefit and other
costs and expenses incurred by ARACS in connection with its retention of the
HFS Managed
Employees as employees during such month (or portion thereof) (including the
costs of providing severance, if any, and continuation coverage under Section
4980B of the Internal Revenue Code of 1986, as amended, with respect to any HFS
Managed Employee who becomes eligible therefor during the Management Period).
ARACS, at HFS's request, will make available all documentation reasonably
requested by HFS to substantiate the amount of such charges. The parties agree
that the aggregate of such costs and expenses incurred by ARACS for services
performed on behalf of ARACS or pursuant to the Services Agreement by the HFS
Managed Employees shall be considered part of the cost of receiving the
services pursuant to the Services Agreement and that no amount shall be
required to be reimbursed to ARACS by HFS in respect of any such costs and
expenses incurred in respect of the HFS Managed Employee during the Management
Period.
Section 3. Hiring Option. HFS shall have the right to hire the
Managed Employee(s) upon (i) three (3) months notice to ARACS or (ii)
termination of Services Agreement. If HFS hires any HFS Managed Employee
pursuant to the foregoing sentence, ARACS shall not be permitted to solicit for
employment or employ any HFS Managed Employee for a period of one (1) year
thereafter.
Section 4. Indemnity. HFS agrees to indemnify ARACS against, and
agrees to hold it harmless from, any and all claims, losses, damages, costs and
expenses (including, without limitation, reasonable attorney's fees) and other
liabilities and obligations incurred or suffered as a result of any claim by a
HFS Managed Employee that arises under federal, state or local statute(s)
(including, without limitation, Title VII of the Civil Rights Act, as amended,
the Age Discrimination in Employment Act, as amended, the Equal Pay Act, as
amended, the Americans With Disabilities Act, as amended, and all other
statutes regarding the terms and conditions of employment), regulation(s) or
ordinance(s), under the common law or equity (including any claims for wrongful
discharge or otherwise), or under any policy, agreement, understanding or
promise, written or oral, formal or informal, between HFS and the HFS Managed
Employees, relating in any manner whatsoever to actions, events or omissions
that occurred relating to the selection of the HFS Managed Employees by HFS or
the services performed by the HFS Managed Employees for HFS.
ARACS agrees to indemnify HFS against, and agrees to hold it harmless
from, any and all claims, losses, damages, costs and expenses (including,
without limitation, reasonable attorney's fees) and other liabilities and
obligations incurred or suffered as a result of any claim by a HFS Managed
Employee that is based on acts or omissions of ARACS and arises under federal,
state, or local statute(s) (including, without limitation, Title VII of the
Civil Rights Act, as amended, the Age Discrimination in Employment Act, as
amended, the Equal Pay Act, as amended, the Americans with Disabilities Act, as
amended, and all other statutes regarding the
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terms and conditions of employment), regulation(s) or ordinance(s), under the
common law or equity (including any claims for wrongful discharge or
otherwise), or under any policy, agreement, understanding or promise, written
or oral, formal or informal, between ARACS and the HFS Managed Employees,
relating in any manner whatsoever to actions, events or omissions that occurred
relating to the acts or omissions of ARACS in connection with the selection of
the HFS Managed Employees by HFS or the acts or omissions of ARACS in conection
with the services performed by the HFS Managed Employees for HFS.
Section 5. Assignment. None of the parties hereto shall assign or
transfer or permit the assignment or transfer of this Agreement without the
prior written consent of the other, which consent shall not be unreasonably
withheld, except that HFS may assign its rights and delegate its duties to the
entity formed in the proposed merger of HFS and CUC International Inc. or an
entity controlled by such entity.
Section 6. Amendments and Waivers. This Agreement may not be
amended, and none of its provisions may be modified, except expressly by an
instrument signed by the parties hereto. No failure or delay of a party in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontiuance of steps to enforce such a right or power,
preclude any other or further exercise thereof. No failure or delay of a party
in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No waiver by a party or any departure therefrom shall in any
event be effective unless the same shall be in writing and signed by such
party, and then such waive or consent shall be effective only in the specific
instance and for the purpose for which given.
Section 7. Entire Agreement. Except for applicable provisions the
Services Agreement, this Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all other
prior negotiations, commitments, agreements and understandings, both written
and oral, between the parties or any of them with respect to the subject matter
hereof.
Section 8. Governing Law. This Agreement shall be governed by and
construed in accordance wih the laws of the State of New York (regardless of
the laws that might otherwise govern under applicable principles of conflicts
law) as to all matters, including, without limitation, matters of validity,
construction, effect, performance and remedies.
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Section 9. Notices. All written notices required under this
Agreement shall be given in writing and shall be deemed to have been give upon
(i) transmitter's confirmation of a receipt of a facsimile transmission, (ii)
confirmed delivery by a standard overnight carrier or when delivery by hand or
(iii) the expiration of five business days afer the day when mailed by
certified or registered mail, postage prepaid, addressed at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(A) if to ARACS, to:
Avis Rent A Car System, Inc.
000 Xxx Xxxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxx
Attn: General Counsel
(B) if to HFS, to:
HFS Incorporated
0 Xxxxxx Xxx
Xxxxxxxxxx, XX 00000
Attn: Senior Vice President and Corporate Counsel
Section 10. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall constitute one and the same
instrument.
Section 11. Interpretation. The descriptive headings herein are
inserted for convenience or reference only and are not intended to be part of
or to affect the meaning or interpretion of this Agreement.
Section 12. Legal Enforceability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to which
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
Section 13. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of a breach of this Agreement, each
non-breaching party would be irreparably and immediately harmed and could not
be made whole by monetary damages. It is accordingly agreed that the parties
hereto (i) will waive, in
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any action for specific performance, the defense of adequacy of a remedy at law
and (ii) shall be entitled, in addition to any other remedy to which they may
be entitled at law or in equity, to compel specific performance of this
Agreement in any action instituted in any state or federal court sitting in New
York, New York.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the day and year first above written.
AVIS RENT A CAR SYSTEM, INC.
By
-----------------------------
Name:
Title:
HFS INCORPORATED
By
-----------------------------
Name:
Title:
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SCHEDULE A
[TO BE REVISED]
Tulsa Location
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Employees performing the following functions:
(i) Reservations
(ii) Global Distribution Systems Operations personnel
(iii) Internet Operations personnel
(iv) Training staff
(v) Human Resources
Virginia Beach Location
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Employees performing the following functions:
(i) Reservations
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