Exhibit 10.5


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Employment Agreement dated as of April 1, 1999 and amended and
restated as of June 5, 2000, by and between Cendant Corporation, a Delaware
corporation (“Cendant”) and Samuel L. Katz (the “Executive”), is hereby further
amended and restated as of October 1, 2003 (this “Agreement”).


 


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


 


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 Chairman
and Chief Executive Officer of Cendant’s Travel Distribution Services Division
(“TDSD”), and Co-Chairman of Cendant’s Financial Services Division (“FSD”), and
subject to the direction of the Chief Executive Officer of Cendant (the “CEO”),
will perform such duties and exercise such supervision with regard to the
business of Cendant as are associated with such position, as well as such additional
duties as may be prescribed from time to time by the CEO.  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 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 New York, New York,
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 December 31,
2005, subject to extension or 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 subsidiary or affiliate thereof,
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 $762,500 per year.  From
time to time, the Executive will be eligible to receive annual increases as the
Compensation Committee of the Board of Directors of Cendant (the “Committee”)
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 (“Target Bonus”)
equal to not less than 100% of Base Salary, subject to Cendant’s, TDSD’s and/or
FSD’s attainment of applicable performance targets established and certified by
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, TDSD and/or FSD,
however such targets may relate to such other financial and business criteria
of Cendant, or any of their respective subsidiaries or business units, as
determined by the Committee in its sole discretion (each such annual bonus, an
“Incentive Compensation Award”). The Target Bonus in respect of each Incentive
Compensation Award will be no less favorable (with respect to the opportunity
to 


 

















 


earn
a percentage of Base Salary) than the Target Bonus applicable to other
similarly situated senior executive officers who report directly to the CEO.


 


iii.            Long-Term
Incentive Awards


 


The Executive will be eligible for annual equity incentive awards,
subject to the sole discretion of the Committee.  To the extent any such awards are granted pursuant to a
company-wide grant or award program, the aggregate compensatory opportunity to
be granted to the Executive will be targeted to provide an aggregate
compensatory opportunity to the Executive which is no less favorable than the
aggregate compensatory opportunity granted to other similarly situated senior
executive officers who report to the CEO; provided, however, that
(i) the actual value of the award granted to the Executive may be modified
based upon the past performance of the Executive and/or his managed business
units and (ii) the vesting of such award may be subject to the future
performance of the Executive and/or his managed business units and; further,
provided, that in both cases the application of such performance
considerations (whether past or future, and whether individual or business unit
related) is applied to each other similarly situation senior executive officer
in a comparable manner.


 


iv.            Additional
Benefits


 


The Executive will be entitled to participate in all other employee
benefit plans or programs generally provided to active full time employees of
Cendant, and will be entitled to receive such other executive benefits and
perquisites generally provided to similarly situated senior executive officers
of Cendant, under any plan, program or arrangement now in effect, or later
established by Cendant.  The Executive
will participate to the extent permissible under the terms and provisions of
such plans, programs or arrangements, and in accordance with the terms of such
plans, programs and arrangements.


 


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


 


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.  In addition, upon such
event, each of the Executive’s then outstanding options to purchase shares of
Cendant common stock which were granted on or after June 5, 2000 will become
immediately and fully vested and exercisable and, notwithstanding any term or
provision of such option to the contrary, shall remain exercisable until the first
to occur of the third (3rd) anniversary of the date of such termination and the
original expiration date of such option. 
In addition, upon such event, the restricted stock units granted to the
Executive on May 15, 2003 will become immediately and fully vested.  For purposes of this Agreement, “Disabled”
means the Executive’s inability to perform his duties hereunder as a result of
serious physical or mental illness or injury for a period of no less than 90
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. 
In addition, upon such event, each of the Executive’s then outstanding
options to purchase shares of Cendant common stock which were granted on or
after June 5, 2000 will become immediately and fully vested and exercisable and,
notwithstanding any term or provision of such options to the contrary, shall
remain exercisable (by the Executive’s beneficiary or estate, as provided in
any applicable option plan or agreement) until the first to occur of the third
(3rd) anniversary of such date of termination and the original expiration date
of such option.  In addition, upon such
event, the restricted stock units granted to the Executive on May 15, 2003 will
become immediately and fully vested.


 

















 


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,
Cendant will pay the Executive (or his surviving spouse, estate or personal
representative, as applicable) upon such Without Cause Termination or
Constructive Discharge (i) a lump sum amount equal to the sum of 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 the
Executive’s then current Base Salary for purposes of such calculation and (ii)
any and all Base Salary and Incentive Compensation Awards earned but unpaid
through the date of such termination. 
In addition, in the event of the termination of the Executive’s
employment due to a Without Cause Termination or a Constructive Discharge (i)
each of the Executive’s then outstanding options to purchase shares of Cendant
common stock which were granted on or after June 5, 2000 will become
immediately and fully vested and exercisable and, notwithstanding any term or
provision of such option to the contrary, shall remain exercisable until the
first to occur of the third (3rd) anniversary of the date of such termination,
and the original expiration date of such option and (ii) the restricted stock
units granted to the Executive on May 15, 2003 will become immediately and
fully vested.


 


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 set forth 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 subsidiary thereof (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 subsidiary, (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 element of
compensation), (ii) a material and adverse change to the Executive’s duties and
responsibilities to Cendant; provided, that the foregoing (A) includes,
without limitation, the Executive no longer directly reporting to the CEO and
(B) excludes, without limitation, the Executive no longer serving as
Co-Chairman (or Chairman) of FSD in connection with an FSD Sale (as defined
below), (iii) the occurrence of a Change of Control Transaction (as defined
below), (iv) the occurrence of a Business Unit Event (as defined below), or (v)
the Period of Employment expires on December 31, 2005 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.


 


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 (and each applicable officer and director position
held by the Executive) by the Executive, other than in connection with a
Constructive Discharge.


 


v.             “Change of Control Transaction”
means any transaction or series of transactions pursuant to or as a result of
which (i) during any period of not more than 24 months, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a third party who has entered into an agreement to
effect a transaction described in clause (ii), (iii) or (iv) of this paragraph
(v)) whose election by the Board or nomination for election by Cendant’s stockholders
was approved by a vote of at least a majority of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved (other than
approval given in connection with an actual or threatened proxy or election
contest), cease for any reason to constitute at least a majority of the members
of the Board, (ii) beneficial ownership of 50% or more of the shares of Cendant
common stock (or other securities having generally the right to vote for
election of the Board) (“Shares”) shall be sold, assigned or otherwise
transferred, directly or indirectly, other than pursuant to a public offering,
to a third party, whether by sale or issuance of Shares or other securities or
otherwise, (iii) Cendant or any subsidiary thereof shall sell, assign or
otherwise transfer, directly or indirectly, assets (including stock or other
securities of subsidiaries) having a fair market or book value or earning power
(in terms of current budgeted net income) of 50% or more of the assets or
earning power of Cendant and 


 

















 


its subsidiaries (taken as a
whole) to any third party, other than Cendant or a wholly-owned subsidiary
thereof or (iv) control over management or operations with respect to 50% or
more of the business of Cendant shall be sold, assigned or otherwise
transferred directly or indirectly to any third party.


 


vi.            “Business Unit Event” means (i) the
sale or disposition by Cendant of all or substantially all of the assets of TDSD
or (ii) the Executive is no longer both the Chairman of TDSD and the
Co-Chairman (or Chairman) of FSD; provided, however, that a
Business Unit Event will not occur in the event of a sale or disposition by
Cendant of all or substantially all of the assets of FSD (“FSD Sale”), or in
the event that the Executive is no longer Co-Chairman (or Chairman) of FSD in
connection with an FSD Sale.


 


D.            Conditions to Payment and
Acceleration.  All payments due to
the Executive under this Section VIII shall be made as soon as practicable; provided,
however, that such payments, as well as the modification of the terms of
any Cendant options provided under this Section VIII, 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
reasonably agreed to by the parties. 
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.


 


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 year period thereafter (the “Restricted
Period”), irrespective of the cause, manner or time of any termination, 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 (which will not be unreasonably withheld), 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 with the business of Cendant or any of its affiliates, 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
and its affiliates’ businesses are conducted nationally and internationally and
agrees that the provisions in the foregoing sentence will operate throughout
the United States and the world.


 


ii.             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.


 


iii.            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.


 

















 


iv.            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 10% 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
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.


 


In the event
of any corporate transaction, restructuring or similar event pursuant to which
Cendant no longer owns at least 50% of the stock of TDSD or no longer owns
substantially all of the assets of TDSD, then Cendant shall have the unilateral
right to assign this Agreement to the entity which becomes the successor entity
in interest to the business of TDSD in connection with such transaction or
event, but only if and to the extent that such successor entity agrees in
writing to assume this Agreement and all obligations and undertakings of
Cendant hereunder.  Upon such event, the
term “Cendant” will mean successor entity and this Agreement will continue in
full force and effect.  Nothing
contained in this paragraph is intended to reduce or alter the Executive’s
right hereunder to claim a Constructive Discharge pursuant to Sections VIII.A
and VIII.C.ii above.


 


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, 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAMUEL L. KATZ

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Samuel L. Katz