0001193125-04-097842 Sample Contracts

FORM OF RIGHTS AGREEMENT dated as of between Jackson Hewitt Tax Service Inc. and The Bank of New York Rights Agent
Rights Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • Delaware

RIGHTS AGREEMENT, dated as of , 2004 (the “Agreement”), between Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation (the “Rights Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New Jersey

This Employment Agreement dated as of , 2004, but effective as of and contingent upon the consummation of the initial public offering by Cendant Corporation of all of the stock of Jackson Hewitt Tax Service Inc. (the “Transaction”), is hereby made by and among Cendant Corporation (“Cendant”), Jackson Hewitt Tax Service Inc. (“JTAX”) and Michael Lister (the “Executive”).

PROGRAM AGREEMENT
Refund Anticipation Loan Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

THIS REFUND ANTICIPATION LOAN AGREEMENT (“Agreement”) is made as of this 5th day of May, 2004 by and between Santa Barbara Bank & Trust (“SBBT”), a division of Pacific Capital Bank, N.A., a national banking association, with its principal office at 5770 Oberlin Drive, San Diego, CA, and Jackson Hewitt Inc. (“JHI”), a Virginia corporation, with its principal office at 7 Sylvan Way, Parsippany, NJ 07054.

Perb Fortner
Severance Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services
Bill Scavone
Severance Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services
Rich Enchura
Severance Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services
Jeanmarie Cooney
Severance Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services
Steven L. Barnett
Severance Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services
TRANSITIONAL AGREEMENT among CENDANT CORPORATION, CENDANT OPERATIONS, INC. and JACKSON HEWITT TAX SERVICE INC. Dated as of , 2004
Transitional Agreement • June 3rd, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

TRANSITIONAL AGREEMENT (this “Agreement”), dated as of , 2004 (the “Effective Date”), by and among Cendant Operations, Inc., a Delaware corporation (“Cendant Operations”), Cendant Corporation, a Delaware corporation (together with its Subsidiaries, “Cendant”) and Jackson Hewitt Tax Service Inc., a Delaware corporation (“Jackson Hewitt”). Each of Cendant Operations, Cendant and Jackson Hewitt is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

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