Exhibit
10.75


 


THIRD AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


This Employment
Agreement, first dated as of January 12, 2000, amended and restated as of
March 1, 2000, further amended and restated as of February 14, 2003,
by and between Cendant Corporation, a Delaware corporation (“Cendant”) and
Thomas D. Christopoul (the “Executive”), is hereby further amended and restated
effective as of October 1, 2003 (the “Agreement”).


 


WHEREAS, Cendant desires
to employ the Executive as Co-Chairman and Chief Executive Officer of Cendant’s
Financial Services Division, and the Executive desires to serve Cendant in such
capacity.


 


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:


 


SECTION I


EMPLOYMENT


 


Cendant agrees to employ
the Executive and the Executive agrees to be employed by Cendant for the Period
of Employment as provided in Section III below and upon the terms and
conditions provided in this Agreement.


 


SECTION II


POSITION AND
RESPONSIBILITIES


 


During the Period of
Employment, the Executive will serve as Co-Chairman and Chief Executive Officer
of Cendant’s Financial Services Division (“FSD”), and subject to the direction
of the Supervising Officer (as defined below), will perform such duties and
exercise such supervision with regard to the business of FSD and Cendant as are
associated with such position, as well as such additional duties as may be
prescribed from time to time by the Supervising Officer.  The Supervising Officer will be a senior
executive officer of Cendant designated by the Chief Executive Officer of
Cendant (the “CEO”) from time to time; provided, that the Supervising
Officer will be at all times either the CEO or an officer who reports directly
to the CEO (excluding the Managing Director of Cendant EMEA and the Cendant
General Counsel).  The Executive will,
during the Period of Employment, devote substantially all of his time and attention
during normal business hours to the performance of services for FSD and
Cendant. The Executive will be required to certify the accuracy of financial
statements and results applicable to business


 

















 


units under his control,
subject to and in accordance with Cendant policy in effect from time to
time.   The Executive will maintain a
primary office and conduct his business in Parsippany, New Jersey, except for
normal and reasonable business travel in connection with his duties hereunder.


 


SECTION III


PERIOD OF
EMPLOYMENT


 


The period of the
Executive’s employment under this Agreement (the “Period of Employment”) will
begin on the date hereof and end on October 31, 2006, subject to earlier
termination as provided in this Agreement.


 


SECTION IV


COMPENSATION AND
BENEFITS


 


A.                                   Compensation.


 


For all services rendered
by the Executive pursuant to this Agreement during the Period of Employment,
including services as an executive, officer, director or committee member of
Cendant or any of their respective subsidiaries, divisions or affiliates, the
Executive will be compensated as follows:


 


i.                                          Base
Salary.


 


Cendant will pay the
Executive a fixed base salary (“Base Salary”) of not less than $650,000, per
annum. The Executive will be eligible to receive annual increases as the Board
of Directors of Cendant (the “Board”) deems appropriate, in accordance with
Cendant’s customary procedures regarding the salaries of senior officers, but
with due consideration given to the published Consumer Price Index applicable
to the New York/New Jersey greater metropolitan area.  Base Salary will be payable according to the customary payroll
practices of Cendant, but in no event less frequently than once each month.


 


ii.                                       Annual
Incentive Awards


 


The Executive will be
eligible for discretionary annual incentive compensation awards; provided,
that the Executive will be eligible to receive an annual bonus opportunity in
respect of each fiscal year of Cendant during the Period of Employment based
upon a target bonus of not less than 100% of Base Salary, subject to the
attainment by Cendant of applicable performance targets established and certified
by the Compensation Committee of the Board (the “Committee”).  The parties acknowledge that it is currently
contemplated that such performance targets


 

















 


will be stated in terms
of “earnings before interest and taxes” of Cendant; however, such
targets may relate to such other financial and business criteria of Cendant, or
any of its subsidiaries or business units, as determined by the Committee in
its sole discretion (each such annual bonus, an “Incentive Compensation
Award”).


 


iii.                                    Long-Term
Incentive Awards


 


The Executive will be
eligible for stock option awards subject to the sole discretion of the
Committee; provided, however, that such options shall be granted
in accordance with the terms and conditions of the applicable option plans of
Cendant and shall have such other terms and conditions as determined by the Committee
in its sole discretion.


 


iv.                                   Additional
Benefits


 


The Executive will be
entitled to participate in all other compensation and employee benefit plans or
programs, and receive all benefits and perquisites, for which salaried
employees of Cendant are generally eligible under any plan or program now in
effect, or later established by Cendant, on the same basis as similarly
situated senior officers or Senior Executive Vice Presidents of Cendant with
comparable duties and responsibilities. 
Without limiting the generality of the foregoing, the Executive shall
remain eligible to participate in the Cendant Deferred Compensation Plan and
shall be entitled to supplemental executive medical benefits, tax and financial
planning services, Park Avenue Club membership, one automobile under any
Cendant officer automobile program, Fiddler’s Elbow Cendant Corporate Golf Membership,
and air transportation benefits; provided, however, that all such
benefits and perquisites referenced in this paragraph will be provided to the
Executive if and to the extent Cendant continues to provide them to other
Senior Executive Vice Presidents of Cendant. 
The Executive will participate to the extent permissible under the terms
and provisions of such plans or programs, and in accordance with the terms of
such plans and program.  Cendant has no
obligation hereunder or otherwise to maintain any plan or program referenced
under this paragraph.


 


Pursuant
to prior agreement by letter dated May 2, 2003, the Executive agrees that
Cendant may terminate the Executive’s existing split dollar insurance policy
and that the Executive will transfer, immediately upon request by Cendant, all
of his rights pursuant to such policy (including rights to the cash surrender
value) to Cendant.  The Executive will
execute such documents necessary to effectuate the foregoing.


 

















 


SECTION V


BUSINESS EXPENSES


 


Cendant will reimburse
the Executive for all reasonable travel and other expenses incurred by the
Executive in connection with the performance of his duties and obligations
under this Agreement.  The Executive
will comply with such limitations and reporting requirements with respect to
expenses as may be established by Cendant from time to time and will promptly
provide all appropriate and requested documentation in connection with such
expenses.


 


SECTION VI


DISABILITY


 


A.                                   If
the Executive becomes Disabled, as defined below, during the Period of
Employment, the Period of Employment may be terminated at the option of the
Executive upon notice of resignation to Cendant, or at the option of Cendant
upon notice of termination to the Executive. 
Cendant’s obligation to make payments to the Executive under this
Agreement will cease as of such date of termination, except for Base Salary and
Incentive Compensation Awards earned but unpaid as of the date of such
termination. For purposes of this Agreement, “Disabled” means the Executive’s
inability to perform his duties hereunder, with or without reasonable accommodation,
as a result of serious physical or mental illness or injury for a period of no
less than 90 consecutive days, together with a determination by an independent
medical authority that (i) the Executive is currently unable to perform such
duties and (ii) in all reasonable likelihood such disability will continue for
a period in excess of 180 days.  Such
medical authority shall be mutually and reasonably agreed upon by Cendant and
the Executive and such opinion shall be binding on Cendant and the Executive.


 


SECTION VII


DEATH


 


In the event of the death
of the Executive during the Period of Employment, the Period of Employment will
end and Cendant’s obligation to make payments under this Agreement will cease
as of the date of death, except for Base Salary and Incentive Compensation
Awards earned but unpaid through the date of death, which will be paid to the
Executive’s surviving spouse, estate or personal representative, as applicable,
and except for benefits provided under the terms of any applicable employee
benefit plan sponsored by Cendant.


 

















 


SECTION VIII


EFFECT OF
TERMINATION OF EMPLOYMENT


 


A.                                   Without
Cause Termination and Constructive Discharge.  If the Executive’s employment terminates during the Period of
Employment due to either a Without Cause Termination or a Constructive
Discharge as defined below, subject to the Executive executing a release of
claims against Cendant as more fully described in paragraph D of this
Section VIII (i) Cendant will pay the Executive (or his surviving spouse,
estate or personal representative, as applicable) upon such event  (a) a lump sum amount equal to the
Executive’s then current Base Salary, plus the Executive’s then current target
Incentive Compensation Award, multiplied by three (3); provided, however,
that in no event will the Incentive Compensation Award exceed 100% of then
current Base Salary for purposes of such calculation and (b) any and all Base
Salary and Incentive Compensation Awards earned but unpaid through the date of
such termination, (ii) each option to purchase shares of Cendant common stock
granted to the Executive on or after January 12, 2000 shall, upon such
event,  become fully vested and
exercisable and shall remain exercisable until the first to occur of the second
anniversary of such termination of employment or the original expiration date
of such option and (iii) the Executive shall be provided with post-termination
medical insurance benefits for such period of time, and on such terms and
conditions, no less favorable than as provided to any other Senior Executive
Vice President of Cendant following the date of this Agreement (such benefits
shall be limited to medical, dental and vision benefits, and MERP and executive
physical benefits; provided, that Cendant may provide such benefits
pursuant to individual policies or arrangements or pursuant to Cendant plans).


 


B.                                     Termination
for Cause; Resignation.  If the
Executive’s employment terminates due to a Termination for Cause or a
Resignation, Base Salary and any Incentive Compensation Awards earned but
unpaid as of the date of such termination will be paid to the Executive in a
lump sum. Except as provided in this paragraph, Cendant will have no further
obligations to the Executive hereunder.


 


C.                                     For
purposes of this Agreement, the following terms have the following meanings:


 


i.                                          “Termination
for Cause” means (i) the Executive’s willful failure to substantially perform
his duties as an employee of Cendant or any of its subsidiaries (other than any
such failure resulting from incapacity due to physical or mental illness), (ii)
any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct
against Cendant or any of its subsidiaries, (iii) the Executive’s conviction of
a felony or any crime involving moral turpitude (which conviction, due to the
passage of time or otherwise, is not subject to further appeal), (iv) the
Executive’s


 

















 


gross negligence in the
performance of his duties or (v) the Executive purposefully or negligently
makes (or has been found to have made) a false certification to Cendant
pertaining to its financial statements.


 


ii.                                       “Constructive
Discharge” means (i) any material failure of Cendant to fulfill its obligations
under this Agreement (including without limitation any reduction of the Base
Salary, as the same may be increased during the Period of Employment, or other
material element of compensation), (ii) a material and adverse change to, or a
material reduction of, the Executive’s duties and responsibilities to Cendant; provided,
however, that a Constructive Discharge will not occur if Cendant
requires the Executive to assume either of the following positions: (A) the
Chief Administrative Officer Position (as defined below) or (B) the chairman
and chief executive officer position of a division of Cendant, (iii) the
relocation of the Executive’s primary office to any location more than fifty
(50) miles from Parsippany, New Jersey, (iv) the Supervising Officer is neither
the CEO nor a senior executive officer of Cendant who reports directly to the
CEO or (v) the Period of Employment expires on October 31, 2006 and
Cendant does not offer to extend such Period of Employment on substantially
similar professional and economic terms by at least two, and not more than
three, additional year(s).  The Executive
will provide Cendant a written notice which describes the circumstances being
relied on for the termination with respect to this Agreement within thirty (30)
days after the event giving rise to the notice.  Cendant will have thirty (30) days after receipt of such notice
to remedy the situation prior to the termination for Constructive Discharge.  For purposes of this paragraph, the Chief
Administrative Officer Position is a senior executive officer position of
Cendant, reporting to either the CEO, the Chief Operating Officer of Cendant,
or the Chief Financial Officer of Cendant, and having responsibility for
oversight, coordination, administration and management of all or substantially
all of the following corporate functions: Human Resources, Facilities, Telecommunications,
Telephone Call Centers, Information Technology and Corporate-based Marketing
and Relationships (or such other function of equivalent size, scope and responsibility
to Corporate-based Marketing and Relationships).


 


iii.                                    “Without
Cause Termination” or “Terminated Without Cause” means termination of the
Executive’s employment by Cendant other than due to death, Disability or
Termination for Cause.


 


iv.                                   “Resignation”
means a termination of the Executive’s employment by the Executive, other than
in connection with a Constructive Discharge.


 


D.                                    Conditions
to Payment and Acceleration.  All
payments and benefits due to the Executive under this Section VIII shall
be made or provided as soon as practicable; provided, however,
that such payments and benefits shall be


 

















 


subject to, and
contingent upon, the execution by the Executive (or his beneficiary or estate)
of a release of claims against Cendant and its affiliates in such form determined
by Cendant in its sole discretion (so long as such release does not limit the
Executive’s right to indemnification under Section X hereof).  The payments due to the Executive under this
Section VIII shall be in lieu of any other severance benefits otherwise
payable to the Executive under any severance plan of Cendant or its affiliates.  To the extent any term or condition of any
option to purchase Cendant common stock conflicts with any term or condition of
this Agreement applicable to such option, the term or condition set forth in
this Agreement shall govern.


 


SECTION IX


OTHER DUTIES OF
THE EXECUTIVE

DURING AND AFTER THE PERIOD OF EMPLOYMENT


 


A.                                   The
Executive will, with reasonable notice during or after the Period of
Employment, furnish information as may be in his possession and fully cooperate
with Cendant and its affiliates as may be requested in connection with any
claims or legal action in which Cendant or any of its affiliates is or may
become a party; provided, that such cooperation does not impose
unreasonable hardship on the Executive and; further, provided,
that Cendant reimburses the Executive for reasonable expenses.


 


B.                                     The
Executive recognizes and acknowledges that all information pertaining to this
Agreement or to the affairs, business, results of operations, accounting
methods, practices and procedures, members, acquisition candidates, financial
condition, clients, customers or other relationships of Cendant or any of its
affiliates (“Information”) is confidential and is a unique and valuable asset
of Cendant or any of its affiliates. 
Access to and knowledge of certain of the Information is essential to
the performance of the Executive’s duties under this Agreement.  The Executive will not during the Period of
Employment or thereafter, except to the extent reasonably necessary in
performance of his duties under this Agreement, give to any person, firm,
association, corporation, or governmental agency any Information, except as may
be required by law.  The Executive will
not make use of the Information for his own purposes or for the benefit of any
person or organization other than Cendant or any of its affiliates.  The Executive will also use his best efforts
to prevent the disclosure of this Information by others.  All records, memoranda, etc. relating to the
business of Cendant or its affiliates, whether made by the Executive or
otherwise coming into his possession, are confidential and will remain the
property of Cendant or its affiliates.


 


C.                                     i.                                          During
the Period of Employment and for a two (2) year period thereafter (the
“Restricted Period”), irrespective of the cause, manner or


 

















 


time of any termination, the Executive will not use his status with
Cendant or any of its affiliates to obtain loans, goods or services from
another organization on terms that would not be available to him in the absence
of his relationship to Cendant or any of its affiliates.


 


ii.                                       During
the Restricted Period, the Executive will not make any statements or perform
any acts intended to or which may have the effect of advancing the interest of
any existing or prospective competitors of Cendant or any of its affiliates or
in any way injuring the interests of Cendant or any of its affiliates.  During the Restricted Period, the Executive,
without prior express written approval by the Board, will not engage in, or
directly or indirectly (whether for compensation or otherwise) own or hold
proprietary interest in, manage, operate, or control, or join or participate in
the ownership, management, operation or control of, or furnish any capital to
or be connected in any manner with, any party which competes in any way or
manner with the business of Cendant, as such business or businesses may be conducted
from time to time, either as a general or limited partner, proprietor, common
or preferred shareholder, officer, director, agent, employee, consultant,
trustee, affiliate, or otherwise.  The
Executive acknowledges that Cendant’s businesses are conducted nationally and
internationally and agrees that the provisions in the foregoing sentence will
operate throughout the United States and the world.


 


iii.                                    During
the Restricted Period, the Executive, without express prior written approval
from the Board, will not solicit any members or the then-current clients of
Cendant or any of its affiliates for any existing business of Cendant or any of
its affiliates or discuss with any employee of Cendant or any of its affiliates
information or operation of any business intended to compete with Cendant or
any of its affiliates.


 


iv.                                   During
the Restricted Period, the Executive will not interfere with the employees or
affairs of Cendant or any of its affiliates or solicit or induce any person who
is an employee of Cendant or any of its affiliates to terminate any relationship
such person may have with Cendant or any of its affiliates, nor will the
Executive during such period directly or indirectly engage, employ or
compensate, or cause or permit any person with which the Executive may be
affiliated, to engage, employ or compensate, any employee of Cendant or any of
its affiliates.  The Executive hereby
represents and warrants that the Executive has not entered into any agreement,
understanding or arrangement with any employee of Cendant or any of its
affiliates pertaining to any business in which the Executive has participated
or plans to participate, or to the employment, engagement or compensation of
any such employee.


 

















 


v.                                      For
the purposes of this Agreement, proprietary interest means legal or equitable
ownership, whether through stock holding or otherwise, of an equity interest in
a business, firm or entity or ownership of more than 5% of any class of equity
interest in a publicly-held company and the term “affiliate” will include
without limitation all subsidiaries and licensees of Cendant.


 


D.                                    The
Executive hereby acknowledges that damages at law may be an insufficient remedy
to Cendant if the Executive violates the terms of this Agreement and that
Cendant will be entitled, upon making the requisite showing, to preliminary
and/or permanent injunctive relief in any court of competent jurisdiction to
restrain the breach of or otherwise to specifically enforce any of the
covenants contained in this Section IX without the necessity of showing
any actual damage or that monetary damages would not provide an adequate
remedy.  Such right to an injunction
will be in addition to, and not in limitation of, any other rights or remedies
Cendant may have.  Without limiting the
generality of the foregoing, neither party will oppose any motion the other
party may make for any expedited discovery or hearing in connection with any
alleged breach of this Section IX.


 


E.                                      The
period of time during which the provisions of this Section IX will be in
effect will be extended by the length of time during which the Executive is in
breach of the terms hereof as determined by any court of competent jurisdiction
on Cendant’s application for injunctive relief.


 


F.                                      The
Executive agrees that the restrictions contained in this Section IX are an
essential element of the compensation the Executive is granted hereunder and
but for the Executive’s agreement to comply with such restrictions, Cendant
would not have entered into this Agreement.


 


SECTION X


INDEMNIFICATION


 


Cendant will indemnify
the Executive to the fullest extent permitted by the laws of the state of
Cendant’s incorporation in effect at that time, or the certificate of
incorporation and by-laws of Cendant, whichever affords the greater protection
to the Executive.


 


SECTION XI


MITIGATION


 


The Executive will not be
required to mitigate the amount of any payment provided for hereunder by
seeking other employment or otherwise, nor will the amount of any such payment
be reduced by any compensation earned by the


 

















 


Executive as the result
of employment by another employer after the date the Executive’s employment
hereunder terminates.


 


SECTION XII


WITHHOLDING TAXES


 


The Executive
acknowledges and agrees that Cendant may directly or indirectly withhold from
any payments under this Agreement all federal, state, city or other taxes that
will be required pursuant to any law or governmental regulation.


 


SECTION XIII


EFFECT OF PRIOR
AGREEMENTS


 


This Agreement will
supersede any prior employment agreement between Cendant and the Executive
hereof, including, without limitation, that certain letter agreement between
Cendant and the Executive dated as of April 1, 1999 (except with respect
to any provisions in such letter agreement applicable to the treatment of
Cendant stock options in connection with any termination of the Executive’s
employment), and any such prior employment agreement will be deemed terminated
without any remaining obligations of either party thereunder.


 


SECTION XIV


CONSOLIDATION,
MERGER OR SALE OF ASSETS


 


Nothing in this Agreement
will preclude Cendant from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another corporation
which assumes this Agreement and all obligations and undertakings of Cendant
hereunder.  Upon such a consolidation,
merger or sale of assets the term “Cendant” will mean the other corporation and
this Agreement will continue in full force and effect.


 


SECTION XV


MODIFICATION


 


This Agreement may not be
modified or amended except in writing signed by the parties.  No term or condition of this Agreement will
be deemed to have been waived except in writing by the party charged with
waiver.  A waiver will operate only as
to the specific term or condition waived and will not constitute a waiver for
the future or act on anything other than that which is specifically waived.


 

















 


SECTION XVI


GOVERNING LAW


 


This Agreement has been
executed and delivered in the State of New York and its validity,
interpretation, performance and enforcement will be governed by the internal
laws of that state.


 


SECTION XVII


ARBITRATION


 


A.                                   Any
controversy, dispute or claim arising out of or relating to this Agreement or
the breach hereof which cannot be settled by mutual agreement (other than with
respect to the matters covered by Section IX for which Cendant may, but
will not be required to, seek injunctive relief) will be finally settled by
binding arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state arbitration law) as follows:  Any party who is aggrieved will deliver a
notice to the other party setting forth the specific points in dispute.  Any points remaining in dispute twenty (20)
days after the giving of such notice may be submitted to arbitration in New
York, New York, to the American Arbitration Association, before a single
arbitrator appointed in accordance with the arbitration rules of the American
Arbitration Association applicable to employment disputes, modified only as
herein expressly provided.  After the
aforesaid twenty (20) days, either party, upon ten (10) days notice to the
other, may so submit the points in dispute to arbitration.  The arbitrator may enter a default decision
against any party who fails to participate in the arbitration proceedings.


 


B.                                     The
decision of the arbitrator on the points in dispute will be final, unappealable
and binding, and judgment on the award may be entered in any court having
jurisdiction thereof.


 


C.                                     Except
as otherwise provided in this Agreement, the arbitrator will be authorized to
apportion its fees and expenses and the reasonable attorneys’ fees and expenses
of any such party as the arbitrator deems appropriate.  In the absence of any such apportionment,
the fees and expenses of the arbitrator will be borne equally by each party,
and each party will bear the fees and expenses of its own attorney.


 


D.                                    The
parties agree that this Section XVII has been included to rapidly and
inexpensively resolve any disputes between them with respect to this Agreement,
and that this Section XVII will be grounds for dismissal of any court action
commenced by either party with respect to this Agreement, other than
post-arbitration


 

















 


actions seeking to
enforce an arbitration award.  In the
event that any court determines that this arbitration procedure is not binding,
or otherwise allows any litigation regarding a dispute, claim, or controversy
covered by this Agreement to proceed, the parties hereto hereby waive any and
all right to a trial by jury in or with respect to such litigation.


 


E.                                      The
parties will keep confidential, and will not disclose to any person, except as
may be required by law, the existence of any controversy hereunder, the
referral of any such controversy to arbitration or the status or resolution
thereof.


 


SECTION XVIII


SURVIVAL


 


Sections IX, X, XI, XII, and
XVII will continue in full force in accordance with their respective terms
notwithstanding any termination of the Period of Employment.


 


SECTION XIX


SEPARABILITY


 


All provisions of this
Agreement are intended to be severable. 
In the event any provision or restriction contained herein is held to be
invalid or unenforceable in any respect, in whole or in part, such finding will
in no way affect the validity or enforceability of any other provision of this
Agreement.  The parties hereto further
agree that any such invalid or unenforceable provision will be deemed modified
so that it will be enforced to the greatest extent permissible under law, and
to the extent that any court of competent jurisdiction determines any
restriction herein to be unreasonable in any respect, such court may limit this
Agreement to render it reasonable in the light of the circumstances in which it
was entered into and specifically enforce this Agreement as limited.


 

















 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first above written.


 


 


	
   

  	
  CENDANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Terry Conley

  	
   

  
	
   

  	
  By:

  	
  Terry Conley

  
	
   

  	
  Title:

  	
  Executive Vice President,

  Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS D. CHRISTOPOUL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas D.
  Christopoul