AGREEMENT
AGREEMENT (this "Agreement") dated as of December 23, 1998, by and
between Cendant Corporation (the "Company") and Xxxxxxx X. Xxxxxx (the
"Executive").
WHEREAS, the Company (formerly known as CUC International, Inc. and
the successor in interest to HFS Incorporated) and the Executive are parties to
that certain agreement, dated as of September 12, 1997, governing the terms of
the Executive's employment with the Company (the "Employment Agreement");
WHEREAS, the Company has promoted the Executive to Chairman and Chief
Executive Officer of the Company's Alliance Marketing Division and the
Executive has accepted such promotion (the "New Position"); and
WHEREAS, the Executive acknowledges that the New Position involves
material changes to his duties and responsibilities, including without
limitation a change to his primary business office to Stamford, Connecticut.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Any and all changes in the Executive's duties, responsibilities and
obligations in connection with his promotion to the New Position shall not
constitute a Constructive Discharge within the meaning of the Employment
Agreement, and the Executive hereby waives any right to claim Constructive
Discharge under the Agreement in connection with such changes.
2. The last clause of the first sentence of Section VIII.E.ii of the
Employment Agreement, which clause currently reads, in its entirety, as
"or any relocation of the Executive's employment to a location more than
15 miles from the city limits of Parsippany, New Jersey," is hereby
amended and restated to read, in its entirety as follows:
"or any relocation of the Executive's employment to a
location which is each of (i) more than 15 miles from the
city limits of Parsippany, New Jersey, (ii) more than 15
miles from the city limits of Stamford, Connecticut and (iii)
outside of the borough of Manhattan, New York City."
3. Except as otherwise provided in this Agreement, the Employment Agreement
shall remain in full force and effect.
4. This Agreement has been executed and delivered in the State of New Jersey
and its validity, interpretation, performance and enforcement shall be
governed by the laws of such state.
5. This Agreement may be executed in counterparts, of each which will be
deemed an original, but both of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
CENDANT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxxxx
Executive Vice President
Human Resources
/s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
