Exhibit
10.76


 


Cendant Corporation

Senior Executive Officer Supplemental Life Insurance Program


 


This Senior Executive
Officer Supplemental Life Insurance Program (the “Program”) has been
established by Cendant Corporation (the “Corporation”).  The Program will have substantially such
terms and conditions as set forth below, and shall be subject to such
amendments, modifications and interpretations determined from time to time by
the Corporation’s Compensation Committee (the “Committee”) in its sole and absolute
discretion.


 


1.                                       Participation.  Participation in the Program is limited
solely to senior executive officers of the Corporation as determined by the
Committee in its sole and absolute discretion. 
No employee or officer of the Corporation shall have any right to
participate in the Program absent the express written approval and designation
of the Committee.  Upon the Commencement
of the Program in August 2003, Participation in the Program is limited to
the senior executive officers listed below. 
From time to time, the Committee may approve and designate additional
senior executive officers as eligible to participate.  A senior executive officer of the Corporation approved and
designated as a participant in the Program pursuant to a duly authorized act of
the Committee is referred to herein as a “Participant.”


 


Jim Buckman


Steve Holmes


Ron Nelson


Richard Smith


Sam Katz


Kevin Sheehan


Tom Christopoul


Scott Forbes


 


2.                                       Removal
From Participation. A Participant may be, and shall be, terminated from
participating in the Program on the first to occur of the following: (i) upon
the Committee’s duly authorized action to terminate the Program for all then
active Participants; provided, however, that each such
Participant is provided no less than 30 days written notice of the termination
of the Program; (ii) immediately upon a Participant’s termination of employment
with the Corporation and its subsidiaries for any reason whatsoever; (iii) upon
any duly executed determination by the Committee that a Participant shall no
longer be a Participant for any reason, or no reason, in the sole and absolute
discretion of the Committee; provided, however, that any such
Participant is provided no less than 30 days written notice of his or her
termination as a Participant of the Program and (iv) immediately upon a
Participant’s failure to comply with the terms of the Program, including
without limitation such Participant’s failure to apply the after-tax proceeds
of the Program Bonus (as defined below) towards the payment of premiums into an
Approved Policy (as defined below) or the termination or surrender of such
Participant’s Approved Policy.


 


3.                                       Description
of the Program.  Upon the
commencement of the Program in August 2003 and upon each anniversary
thereof, the Committee shall approve a lump sum cash bonus to each Participant
(the “Program Bonus”).  The amount of
the Program Bonus for each


 

















 


Participant shall
be determined by the Committee in its sole discretion, based upon such criteria
and factors that it shall determine in its sole discretion.  The amounts of the Program Bonuses for each
Participant for each Program year shall be submitted to and approved, or
disapproved, by the Committee.  For the
Program year commencing 2004, the Program Bonuses are set forth on Annex A hereto
(under Alternative A).


 


Upon a
Participant’s receipt of a Program Bonus, such Participant shall be required to
apply the entire after-tax proceeds of such Program Bonus towards the payment
of premiums into a life insurance policy on the life of such Participant which
policy has been approved by the Corporation’s most senior human resources
officer (an “Approved Policy”).  Such
payment into an Approved Policy must occur within 30 days following the
Participant’s receipt of the Program Bonus. 
The Corporation may develop such criteria as it determines reasonable
and appropriate with respect to whether an insurance policy qualifies as an
Approved Policy.


 


Unless the
Committee determines otherwise, instead of applying all or part of the Program
Bonus towards an Approved Policy, each Participant may elect to defer receipt
of all or part of the Program Bonus and apply the proceeds into the
Corporation’s Deferred Compensation Plan, subject to execution of necessary
deferral election forms.  If a
Participant makes an election to defer the Program Bonus into the Deferred
Compensation Plan, then the amount of the Program Bonus may be altered as set
forth on Annex A hereto (under Alternative B).


 


There is no
requirement hereunder that Program Bonuses to respective Participants be of
equal value, or that Approved Policies have equivalent terms and conditions or
face amounts.


 


Each participant
(or his or her duly established insurance trust) shall at all times be the sole
owner of the Approved Policy and shall maintain all rights under such Approved
Policy.  Each Participant shall remain
obligated to maintain his or her Approved Policy, and to make all required
premium contributions.  Participants
shall not take policy loans or surrender any portion of an Approved Policy
without the written approval of the Corporation.  Any required premium payments into an Approved Policy in excess
of the after-tax proceeds of the Program Bonus will be the sole responsibility
of the Participant.  Notwithstanding the
foregoing or anything to the contrary herein, each Participant may assign
ownership of his/her policy to an appropriate insurance trust approved by the
Corporation, and upon such approval, the Corporation will recognize as
appropriate such trust’s ownership of such policy in accordance with the
provisions hereunder.


 


For each of the
initial Participants listed in paragraph 1 above, the initial Program Bonus
will be made following each such Participant (i) providing the Corporation with
a written acknowledgment stating they understand and agree with the terms of
the Program and (ii) executing (or obtaining appropriate execution of) such
appropriate documents as requested by the Corporation transferring all rights
under their existing split dollar insurance policies to the Corporation.


 


3.                                       Amendment
and Termination.  The Corporation
intends to maintain the Program for each Participant so long as each such
Participant remains an officer of the Corporation; provided, however,
that the Corporation retains the right to amend, modify or terminate the
Program at any time by the Committee in its sole and absolute discretion.  In the event the Program is terminated
because it is determined to be unlawful, the Corporation


 

















 


will use its
reasonable efforts to provide each Participant with an equitable replacement
benefit.  Upon the termination of the
Program, no further Program Bonuses shall be paid, however each Participant
shall retain all rights in respect of their respective Approved Policies.  Except as provided above, upon the termination
of the Program, no Participant will be entitled to any benefits or
consideration in lieu of participation. 
The termination or amendment of the Program will not be deemed to
constitute a constructive discharge of any Participant under applicable law or
the employment agreement of any Participant, and will not be deemed to
constitute a breach of any employment agreement of any Participant.


 


5.                                       Miscellaneous.  Any determinations made by the Committee in
respect of the Program shall be final and binding on all parties, including
Participants and the Corporation. 
Nothing contained herein is intended to provide any Participant a right
to continued employment with the Corporation. 
Nothing contained herein is intended to modify or amend any provision in
any employment agreement between the Corporation and any Participant.


 

















 


Cendant
Corporation

2003 Executive Life Insurance Program


Annex A


 


	
  Participant

  	
   

  	
  Alternative
  A-Policy

  Program Bonus Amount

  	
   

  	
  Alternative
  B-Deferred Comp

  Program Bonus Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jim
  Buckman

  	
   

  	
  $

  	
  166,047

  	
   

  	
  $

  	
  135,328

  	
   

  
	
  Steve
  Holmes

  	
   

  	
  $

  	
  62,795

  	
  (1)

  	
  $

  	
  80,128

  	
   

  
	
  Ron
  Nelson

  	
   

  	
  $

  	
  118,078

  	
   

  	
  $

  	
  96,233

  	
   

  
	
  Richard
  Smith

  	
   

  	
  $

  	
  96,582

  	
   

  	
  $

  	
  91,833

  	
   

  
	
  Sam
  Katz

  	
   

  	
  $

  	
  63,039

  	
   

  	
  $

  	
  51,377

  	
   

  
	
  Kevin
  Sheehan

  	
   

  	
  $

  	
  131,530

  	
   

  	
  $

  	
  119,473

  	
   

  
	
  Tom
  Christopoul

  	
   

  	
  $

  	
  56,820

  	
   

  	
  $

  	
  54,027

  	
   

  
	
  Scott
  Forbes

  	
   

  	
  $

  	
  80,498

  	
   

  	
  $

  	
  76,540

  	
   

  



 












(1)  Existing
policy would remain in effect, Cendant would terminate its rights under
Collateral Assignment and gift the value in the policy to Mr. Holmes.