Contract
EXHIBIT
10.2
CENDANT
CORPORATION
2004
PERFORMANCE
METRIC
LONG TERM
INCENTIVE PLAN
Award
Agreement (this "Agreement"), dated as of April 26, 2005, by and between Cendant
Corporation, a Delaware corporation (the "Company"), and the grantee indicated
on Exhibit A attached hereto (the "Grantee") pursuant to the terms and
conditions of the Cendant Corporation Amended and Restated 2004 Performance
Metric Long Term Incentive Plan (the “Incentive Plan”) and the Cendant
Corporation equity award plan indicated on Exhibit A attached hereto (the equity
award plan applicable to the Award will be either the 1997 Stock Option Plan or
the 1999 Broad-Based Employee Stock Option Plan, referred to herein as the
"Stock Plan," and collectively with the Incentive Plan, the
“Plans”).
WHEREAS,
the Compensation Committee of the Company has the authority under and pursuant
to the Plans to grant awards to eligible key management personnel of the Company
and its subsidiaries; and
WHEREAS,
the Compensation Committee of the Company desires to grant an Award to the
Grantee subject to the terms and conditions of the Plans and this
Agreement.
In
consideration of the provisions contained in this Agreement, the Company and the
Grantee agree as follows:
1. The
Plans. The
Award granted to the Grantee hereunder is pursuant to the Plans. A copy of the
Incentive Plan and a prospectus for the Stock Plan are attached hereto and the
terms of such Plans are hereby incorporated in this Agreement. Terms used in
this Agreement which are not defined in this Agreement shall have the meanings
used or defined in the applicable Plan.
2. Award.
Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plans and this Agreement, the Company hereby grants
the Award indicated on Exhibit A attached hereto (the “Award”) to the
Grantee.
Upon the
vesting of the Award, as described in Section 3 below, the Company shall deliver
for each Performance-Vesting Restricted Stock Unit that becomes vested, one
share of Cendant Stock; provided,
however, that
the Grantee shall remain required to remit to the Company such amount that the
Company determines is necessary to meet all required minimum withholding
taxes.
3. Schedule
of Lapse of Restrictions. Subject
to Paragraph 4 below, the Performance-Vesting Restricted Stock Units granted
hereunder shall vest in the manner
set forth
on Exhibit A attached hereto, subject to the attainment of Performance Goals (as
defined in the Incentive Plan) set forth on Exhibit A attached hereto. Upon (i)
a “Change-of-Control Transaction” or (ii) the Grantee’s termination of
employment by reason of “Disability,” each as defined in the Incentive Plan, the
Award shall become immediately and fully vested, subject to any terms and
conditions set forth in the Incentive Plan and imposed by the
Committee.
4.
Termination
of Employment.
Notwithstanding any other provision of the Plans to the contrary, upon the
termination of the Grantee's employment with the Company and its subsidiaries
for any reason whatsoever (other than Disability), the Award, to the extent not
yet vested, shall immediately and automatically terminate; provided,
however, that
the Committee may, in its sole and absolute discretion, accelerate the vesting
of the Award, upon termination of employment or otherwise, for any reason or no
reason, but shall have no obligation to do so.
5. No
Assignment. This
Agreement may not be assigned by the Grantee by operation of law or otherwise.
6. No
Rights to Continued Employment; Loss of Office. Neither
this Agreement nor the Award shall be construed as giving the Grantee any right
to continue in the employ of the Company or any of its subsidiaries, or shall
interfere in any way with the right of the Company to terminate such employment.
Notwithstanding any other provision of the Plans, the Award, this Agreement or
any other agreement (written or oral) to the contrary, for purposes of the Plans
and the Award, a termination of employment shall be deemed to have occurred on
the date upon which the Grantee ceases to perform active employment duties for
the Company following the provision of any notification of termination or
resignation from employment, and without regard to any period of notice of
termination of employment (whether expressed or implied) or any period of
severance or salary continuation. Notwithstanding any other provision of the
Plans, the Award, this Agreement or any other agreement (written or oral) to the
contrary, the Grantee shall not be entitled (and by accepting an Award, thereby
irrevocably waives any such entitlement), by way of compensation for loss of
office or otherwise, to any sum or other benefit to compensate the Grantee for
the loss of any rights under the Plans as a result of the termination or
expiration of an Award in connection with any termination of employment. No
amounts earned pursuant to the Plans or any Award shall be deemed to be eligible
compensation in respect of any other plan of Cendant Corporation or any of its
subsidiaries.
7. Governing
Law. This
Agreement and the legal relations between the parties shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
effect to the conflicts of laws principles thereof.
8. Tax
Obligations. As a
condition to the granting of the Award and the vesting thereof, the Grantee
agrees to remit to the Company or any of its applicable subsidiaries such sum as
may be necessary to discharge the Company's
or such
subsidiary's obligations with respect to any tax, assessment or other
governmental charge imposed on property or income received by the Grantee
pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to
remit to the Company or an applicable subsidiary any and all required minimum
withholding taxes. Such payment shall be made to the Company or any applicable
subsidiary of the Company in a form that is reasonably acceptable to the
Company, as the Company may determine in its sole discretion.
9. Notices.
Any
notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage
prepaid, addressed, as appropriate, to the Grantee at the last address specified
in Grantee's employment records, or such other address as the Grantee may
designate in writing to the Company, or the Company, Attention: General Counsel,
or such other address as the Company may designate in writing to the
Grantee.
10. Failure
to Enforce Not a Waiver. The
failure of the Company to enforce at any time any provision of this Agreement
shall in no way be construed to be a waiver of such provision or of any other
provision hereof.
11. Amendments.
This
Agreement may be amended or modified at any time by an instrument in writing
signed by the parties hereto.
12. Authority. The
Compensation Committee of the Board of Directors of Cendant Corporation shall
have full authority to interpret and construe the terms of the Plans and this
Agreement. The determination of the Committee as to any such matter of
interpretation or construction shall be final, binding and conclusive on all
parties.
13. Rights
as a Stockholder. The
Grantee shall have no rights as a stockholder of the Company with respect to any
shares of common stock of Cendant Corporation underlying or relating to any
Award until the issuance of a stock certificate to the Grantee in respect of
such Award.
IN
WITNESS WHEREOF, this Agreement is effective as of the date first above
written.
CENDANT CORPORATION | |
By:/s/
Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Chairman and Chief Executive
Officer |
EXHIBIT A
STATEMENT
OF AWARD
THIS
AWARD IS IN THE FORM OF PERFORMANCE VESTING RESTRICTED STOCK UNITS
Subject
to the terms and conditions of the Cendant Corporation Amended and Restated 2004
Performance Metric Long Term Incentive Plan and the applicable Cendant Stock
Option Plan (collectively, the “Plan”), you have been granted an award in the
form of Restricted Stock Units. Your Restricted Stock Units will vest only in
accordance with the following performance-based vesting schedule, your
continuous employment with Cendant through the applicable dates of vesting, and
the terms of the Plan and your Award Agreement.
Please
review the spelling of your name and address. If any of this information is
incorrect, please immediately contact the Cendant Stock Plan Administration
Department at (000) 000-0000.
Granted
To:
Social
Security #:
Award
Date: April 26,
2005
Cendant
Equity Plan:
Target
Units:
Exceed
Target Units: _____
Total
Units Awarded:
Tranche |
Target
Units,
%
of Total Units Awarded |
Exceed
Target Units,
%
of Total Units Awarded |
Cumulative
Total Units Awarded,
%
of Total Units Awarded |
Vesting
Date |
One |
12.5% |
0 |
12.5% |
April
27, 2006 |
Two |
12.5% |
0 |
25.0% |
April
27, 2007 |
Three |
12.5% |
0 |
37.5% |
April
27, 2008 |
Four |
12.5% |
50.0% |
100.0% |
April
27, 2009 |
Total |
50.0% |
50.0% |
100.0% |
Performance
Goals: |
Vesting
will be conditioned on the Company’s attainment of performance goals,
stated in terms of TUG. TUG is defined in the Incentive Plan.
|
Vestings
and Forfeiture Rules:
(I)(A) |
If
Cendant attains a TUG rate of 11.400% or greater in respect of fiscal year
2005, then 100% of the
Tranche One Units will vest; or |
(B) |
If
Cendant attains a TUG rate of 7.800% in respect of fiscal year 2005, then
50% of the Tranche One Units will vest.
|
(C) |
If
Cendant attains a TUG rate of 6.000% in respect of fiscal year 2005, then
25% of the Tranche One Units will vest. No Tranche One Units will vest if
TUG over such period is less than 6.000%.
|
(D) |
If
and to the extent vested in accordance with (A), (B) or (C) above, such
Tranche One Units will vest on April 27, 2006, but only if you have
remained continuously employed with Cendant through such
date.
|
(E)
|
Any
Tranche One Units which do not vest in April, 2006 in accordance with the
foregoing shall no longer be Tranche One Units, will thereafter be deemed
Tranche Two Units, and may vest (or not vest) in accordance with clause
(2) below. |
(2) (A) |
If
Cendant attains a cumulative TUG rate of 24.100% or greater in respect of
the period covering fiscal
years 2005 and 2006, then 100% of the cumulative Tranche Two Units will
vest; or
|
(B) |
If
Cendant attains a cumulative TUG rate of 16.338% in respect of the period
covering fiscal years 2005 and 2006, then 50% of the cumulative Tranche
Two Units will vest.
|
(C) |
If
Cendant attains a cumulative TUG rate of 12.457% in respect of the period
covering fiscal years 2005 and 2006, then 25% of the cumulative Tranche
Two Units will vest. No Tranche Two Units will vest if cumulative TUG over
such period is less than 12.457%.
|
(D)
|
If and to the extent vested in accordance with (A), (B) or
(C) above, all such cumulative Tranche Three Units will vest on April 27,
2008, but only if you have remained continuously employed with Cendant
through such date. |
(E)
|
Any Tranche Three Units which do not vest in April, 2008 in
accordance with the foregoing shall no longer be Tranche Three Units,
shall thereafter be deemed Tranche Four Units, and shall vest (or not
vest) in accordance with clause (4)
below. |
(3) (A) |
If Cendant attains a cumulative TUG rate of 38.247% or
greater in respect of the period covering fiscal
years 2005, 2006 and 2007, then 100% of the cumulative Tranche Three Units
will vest; or
|
(B) |
If
Cendant attains a cumulative TUG rate of 25.692% in respect of the period
covering fiscal years 2005, 2006 and 2007, then 50% of the cumulative
Tranche Three Units will vest.
|
(C) |
If
Cendant attains a cumulative TUG rate of 19.415% in respect of the period
covering fiscal years 2005, 2006 and 2007, then 25% of the cumulative
Tranche Three Units will vest. No Tranche Three Units will vest if
cumulative TUG over such period is less than 19.415%.
|
(D)
|
If
and to the extent vested in accordance with (A), (B) or (C) above, all
such cumulative Tranche Three Units will vest on April 27, 2008, but only
if you have remained continuously employed with Cendant through such
date. |
(E)
|
Any
Tranche Three Units which do not vest in April, 2008 in accordance with
the foregoing shall no longer be Tranche Three Units, shall thereafter be
deemed Tranche Four Units, and shall vest (or not vest) in accordance with
clause (4)
below. |
(4) (A) |
If
Cendant attains a cumulative TUG rate of 87.389% or greater in respect of
the period covering fiscal years 2005, 2006, 2007 and 2008, then 100% of
the Total Units Awarded (to the extent not already vested) will vest;
or
|
(B) |
If
Cendant attains a cumulative TUG rate of 54.007% in respect of the period
covering fiscal years 2005, 2006, 2007 and 2008, then 50% of the Total
Units Awarded (less the number of units previously vested) will
vest.
|
(C) |
If
Cendant attains a cumulative TUG rate of 26.918% in respect of the period
covering fiscal years 2005, 2006, 2007 and 2008, then 25% of the Total
Target Units Awarded (less the number of units previously vested) will
vest. No Tranche Four Units will vest if cumulative TUG over such period
is less than 26.918%.
|
(D) |
If
and to the extent vested in accordance with (A), (B) or (C) above, all
such cumulative Tranche Four Units will vest on April 27, 2009, but only
if you have remained continuously employed with Cendant through such date.
|
(E) |
Any
Tranche Four Units which do not vest in April, 2009 in accordance with the
foregoing will automatically terminate and become
forfeited. |
(5) |
Any
Units which do not vest in accordance with (1) through (4) above on or
before April 27, 2009 will automatically terminate as of such date,
without any action taken by Cendant and without notice to you. In
accordance with the terms of the Incentive Plan, all outstanding Units
will automatically terminate upon your termination of employment with
Cendant for any reason, other than your Disability (as defined in the
Incentive Plan). |
(6) |
In
computing the vesting percentages described in clauses (1) through (4)
above, interim levels of attained cumulative TUG performance will result
in interim levels of vesting percentage. Accordingly, in the event of a
cumulative TUG percentage below the 100% vesting level, and above 25%
vesting level, the percentage of applicable Units which will vest will be
determined by interpolating between the two most relevant levels of TUG
performance, on a straight-line basis. TUG results will be rounded to the
closest one-thousandth of one percent. The number of Units which vest in
accordance with the foregoing will be rounded to the nearest whole
number. |
(7) |
All
performance results described above will be subject to the certification
and approval of the Compensation Committee. All decisions of the
Compensation Committee regarding attainment of performance goals and the
extent of vesting (or no vesting) in respect of all Awards shall be final
and binding on all parties, including Cendant and all
Participants. |
RETAIN
THIS NOTIFICATION AND YOUR AWARD AGREEMENT
WITH YOUR
IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.