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Exhibit 10.17  


 
 

CENDANT CORPORATION
  1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN
  
    As Amended on March 29, 1999    
  



SECTION 1.    Purpose; Definitions  


        The purpose of the Plan is to give the Corporation a competitive advantage in attracting, retaining and motivating its employees and to provide the Corporation
and its Affiliates with a stock plan providing incentives to plan participants directly linked to the profitability of the Corporation's businesses and increases in shareholder value. 


        For
purposes of the Plan, the following terms are defined as set forth below: 


        (a)
"Affiliate" means a corporation or other entity controlled by, controlling or under common control with the Corporation. 



        (b)  "Board" means the Board of Directors of the Corporation. 


        (c)
"Cause" means (except as otherwise provided by the Committee in the agreement relating to any Stock Option) a participant's
(1) willful failure to substantially perform his or her duties as an employee of the Corporation or any Affiliate (other than any such failure resulting from incapacity due to physical or
mental illness); (2) act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Corporation or any Affiliate; (3) 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) or (4) gross negligence in the performance of his or her duties.
Notwithstanding the foregoing, if a participant is a party to an employment agreement with the Corporation or any Affiliate that contains a definition of "Cause," such definition shall apply to such
participant for purposes of the Plan except to
the extent otherwise provided by the Committee in the agreement relating to any Stock Option. Any determination regarding the existence of "Cause" shall be made by the Committee in its sole discretion
and any such determination shall be binding on the Participant, the Corporation and any Affiliate. 


        (d)
"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 (d)) whose election by the Board or
nomination for election by the Corporation'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) any person or entity is or becomes, directly or indirectly, the beneficial owner of 50% or more of the Common Stock (or other
securities or the Corporation having generally the right to vote for election of the Board), (iii) the Corporation or any Subsidiary 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 of 50% or more of the assets or earning power of the Corporation and its
Subsidiaries (taken as a whole) to any third party, other than the Corporation or a wholly-owned Subsidiary thereof, (iv) control of 50% or more of the business of the Corporation shall be
sold, assigned or otherwise transferred directly or indirectly to any third party, (v) there is consummated a merger or consolidation of the Corporation with any other corporation, other than
(A) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such event continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Corporation or such surviving entity or
any parent thereof outstanding 









immediately after such event or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no person or entity becomes the
beneficial owner or more than 50% or more of the combined voting power of the Corporation's then outstanding securities or (vi) the shareholders of the Corporation approve a plan of liquidation
or dissolution. 


        (e)  "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 


        (f)
"Commission" means the Securities and Exchange Commission or any successor agency. 


        (g)
"Committee" means the Committee referred to in Section 2. 


        (h)
"Common Stock" means common stock, par value $0.01 per share, of the Corporation. 


        (i)  "Corporation" means Cendant Corporation, a Delaware cororation. 


        (j)
"Disability" means permanent and total disability as determined under procedures established by the Committee for purposes of the
Plan. 


        (k)
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 



        (l)  "Fair Market Value" means, as of any given date, the fair market value of the Common Stock as determined by the Committee in good
faith, taking into account the trading price of the Common Stock on the New York Stock Exchange, or, if not listed on such exchange, on any other national securities exchange on which the Common Stock
is listed, or on NASDAQ, or in any other regular public trading market for the Common Stock which may exist as of such date. The determination of the Committee shall be conclusive in determining the
fair market value of the Common Stock. 


        (m)
"Plan" means this Cendant Corporation 1999 Broad-Based Employee Stock Option Plan, as set forth herein and as hereinafter amended from
time to time. 


        (n)  "Retirement" means retirement from active employment with the Corporation or an Affiliate at or after age 65. 


        (o)
"Rule 16-b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time. 


        (p)
"Stock Option" means any option granted under Section 5. No Stock Option granted hereunder shall be an "incentive stock option"
as defined in Section 422 of the Code. 


        (q)  "Subsidiary" means any corporation in an unbroken chain of corporations, beginning with the Corporation, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 


        (r)
"Termination of Employment" means the termination of the participant's employment with the Corporation and its Affiliates. A
participant employed by an Affiliate shall also be deemed to incur a Termination of Employment if such Affiliate ceases to be an Affiliate and the participant does not
immediately thereafter become an employee of the Corporation or another Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the
Corporation and its Affiliates shall not be considered Terminations of Employment. 


        In
addition, certain other terms used herein have definitions given to them in the first place in which they are used. 


SECTION 2.    Administration  


        The Plan shall be administered by the Compensation Committee or such other committee of the Board as the Board may from time to time designate (the "Committee"). 








        The
Committee shall have plenary authority to grant Stock Options pursuant to the terms of the Plan to employees of the Corporation and its Affiliates. 


        Among
other things, the Committee shall have the authority, subject to the terms of the Plan: 


        (a)
To select the employees to whom Stock Options may from time to time be granted; 


        (b)
To determine the number of shares of Common Stock to be covered by each Stock Option granted hereunder; 



        (c)
To determine the terms and conditions of any Stock Option granted hereunder (including, but not limited to, the option price (subject to Section 5(a) hereof), any vesting
condition, restriction or limitation (which may be related to the performance of the participant, the Corporation or any Affiliate) and any vesting acceleration or forfeiture waiver regarding any
Stock Option and the shares of Common Stock relating thereto), based on such factors as the Committee shall determine; 


        (d)
To modify, amend or adjust the terms and conditions of any Stock Option, at any time or from time to time, including extending the expiration date of options during any period in
which exercises are not permitted either by law or pursuant to a corporate policy; 


        (e)
To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to a Stock Option may be deferred; and 


        (f)
To determine under what circumstances a Stock Option may be settled in cash or Common Stock under Section 5(j). 


        The
Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Stock Option issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan. 


        The
Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Corporation to
execute and deliver documents on behalf of the Committee. 


        Any
determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Stock Option shall be made in the sole discretion of
the Committee or such delegate at the time of the grant of the Stock Option or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or
any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation and Plan participants. 


        Any
authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee,
the Board action shall control. 


SECTION 3.    Common Stock Subject to Plan  


        (a)
Stock Authorized. The total number of shares of Common Stock initially reserved and available for grant under the Plan shall be sixty
million (60,000,000). No participant may be granted Stock Options under the Plan covering in excess of four million (4,000,000) shares of Common Stock over any consecutive five (5) year period.
Shares subject to a Stock Option under the Plan may be authorized and unissued shares or may be treasury shares. 


        If
any Stock Option terminates without being exercised, shares of Common Stock subject to such Stock Options shall again be available for distribution in connection with Stock Options
under the Plan. 


        (b)
Adjustment of Shares. In the event of any change in corporate capitalization, such as a stock split or a corporate transaction, or any
merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or 









complete liquidation of the Corporation, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the
number, kind and option price of shares subject to outstanding Stock Options, in the number and kind of shares subject to other outstanding Stock Options granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject
to any Stock Option shall always be a whole number. 


SECTION 4.    Eligibility  


        All employees and independent contractors of the Corporation and its Affiliates are eligible to be granted Stock Options under the Plan, provided that, if, at the
time of grant, such person is required to file reports pursuant to Section 16 of the Exchange Act (in connection of such person's affiliation with the Corporation), such person shall not be
eligible to participate in the Plan. 


SECTION 5.    Stock Options  


        Stock Options granted under the Plan shall be in such form as the Committee may from time to time approve. 


        Stock
Options shall be evidenced by option agreements, the terms and provisions of which may differ. The grant of a Stock Option shall occur on the date the Committee by resolution
selects an individual to be a participant in any grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such individual and
specifies the terms and provisions of the Stock Option (or such later date as is specified in such resolution). The Corporation shall notify a participant of any grant of a Stock Option, and a written
option agreement or agreements shall be duly executed and delivered by the Corporation to the participant. Such agreement or agreements shall become effective upon execution by the Corporation. 


        Stock
Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable: 


        (a)
Option Price. The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee and set
forth in the option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant. 


        (b)
Option Term. The term of each Stock Option shall be fixed by the Committee. 


        (c)
Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option. 


        (d)
Accelerated Exercisability. Notwithstanding the provisions of subsection (c) above, each Stock Option granted shall become
immediately exercisable in full upon a Change-of-Control Transaction. 


        (e)
Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any
time during the option term by giving written notice of exercise to the Corporation specifying the number of shares of Common Stock subject to the Stock Option to be purchased. 



        Such
notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Corporation may accept. If approved by the Committee,
payment, in full or in part, may also be made in the form of unrestricted Common Stock already owned by the optionee of the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided,  








 however, that such already owned shares have been held by the optionee for at least six (6) months at the time of exercise. 



        In
the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by delivering a properly executed exercise notice to the Corporation, together with
a copy of the irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, the amount of any
federal, state, local
or foreign withholding taxes. To facilitate the foregoing, the Corporation may enter into agreements for coordinated procedures with one or more brokerage firms. 


        In
addition, in the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by instructing the Committee to withhold a number of such shares having
a Fair Market Value on the date of exercise equal to the aggregate exercise price of such Stock Option. 


        No
shares of Common Stock shall be issued until full payment therefor has been made. Except as otherwise provided in Section 5(j) below, an optionee shall have all of the rights
of a shareholder of the Corporation holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 8(a). 



        (f)  Transferability of Stock Options. Stock Options shall be transferable by the optionee only pursuant to the following methods:
(i) by will or the laws of descent and distribution; (ii) pursuant to a domestic relations order, as defined in the Code or Title 1 of the Employee Retirement Income Security Act, as
amended, or the regulations thereunder; or (iii) subject to such conditions as the Committee may prescribe from time to time, and upon written notice provided to the General Counsel of the
Corporation, as a gift to family members of the optionee or trusts for the benefit of family members of the optionee. Except to the extent provided in this Section 5(f) or in Sections 5(g),
(h) and (i) below, Stock Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), shall not be subject to
execution, attachment or similar process, and may be exercised during the lifetime of the holder thereof only by such holder. 


        (g)
Termination by Death or Disability. Unless otherwise determined by the Committee, if an optionee's employment terminates by reason of
death or Disability, any Stock Option held by such optionee may thereafter be exercised, whether or not it was exercisable at the time of such termination, for a period of twenty-four
(24) months (or such other period as the Committee may specify in the option agreement) from the date of such termination or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. 


        (h)
Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee's employment terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the
Committee may determine, for a period of twenty-four (24) months (or such other period as the Committee may specify in the option agreement) from the date of such termination of
employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter. Any Stock Option not vested as of the date of such Retirement and not accelerated by action
of the Committee shall be cancelled as of the date of such Retirement. 


        (i)
Other Termination. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment for any reason
other than death, Disability or Retirement, any Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for
the lesser of twelve (12) months from the date of such Termination of Employment or the balance of such Stock Option's term. Any Stock Option not vested as of the date of such Termination of
Employment and not accelerated by action of the Committee shall be cancelled as of the date of such Termination of Employment. 








        (j)
Deferral of Option Shares. The Committee may from time to time establish procedures pursuant to which an optionee may elect to defer,
until a time or times later than the exercise of an Option, receipt of all or a portion of the shares subject to such Option and/or to receive cash at such later time or times in lieu of such deferred
shares, all on such terms and conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Section 5(e) above, an optionee who elects such deferral
shall not have any rights as a stockholder with respect to such deferred shares unless and until certificates representing such shares are actually delivered to the optionee with respect thereto,
except to the extent otherwise determined by the Committee. 



SECTION 6.    Term, Amendment and Termination  


        The Plan will terminate ten (10) years after the effective date of the Plan. Under the Plan, Stock Options outstanding as of such date shall not be
affected or impaired by the termination of the Plan. 


        The
Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under a Stock Option
theretofore granted without the optionee's or recipient's consent. 



        The
Committee may amend the terms of any Stock Option or other Stock Option theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any
holder without the holder's consent. 


        Subject
to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to
grant Stock Options which qualify for beneficial treatment under such rules without stockholder approval. 



SECTION 7.    Unfunded Status of Plan  


        It is presently intended that the Plan constitute an "unfunded" plan for incentive and deferred compensation. 


SECTION 8.    General Provisions  


        (a)
The Committee may require each person purchasing or receiving shares pursuant to a Stock Option to represent to and agree with the Corporation in writing that such person is
acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. 


        Notwithstanding
any other provision of the Plan or agreements made pursuant thereto, the Corporation shall not be required to issue or deliver any certificate or certificates for shares
of Common Stock under the Plan prior to fulfillment of all of the following conditions: 



        (1)  Listing
or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time
be the principal market for the Common Stock; 


        (2)  Any
registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and 


        (3)  Obtaining
any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the
advice of counsel, determine to be necessary or advisable. 




        (b)
Nothing contained in the Plan shall prevent the Corporation or any Affiliate from adopting other or additional compensation arrangements for its employees. 






        (c)
Adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Corporation or any Affiliate to
terminate the employment of any employee at any time. 


        (d)
No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Stock Option under
the Plan, the participant shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined by the Corporation, withholding obligations may be settled with Common Stock, including Common Stock that is part of the
Stock Option that gives rise to the withholding requirement. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements, and the Corporation and its
Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock. 


        (e)
The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant's death
are to be paid or by whom any rights of the participant, after the participant's death, may be exercised. 


        (f)
In the case of a grant of a Stock Option to any employee of an Affiliate of the Corporation, the Corporation may, if the Committee so directs, issue or transfer the shares of Common
Stock, if any, covered by the Stock Option to the Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer the shares
of Common Stock to the employee in accordance with the terms of the Stock Option specified by the Committee pursuant to the provisions of the Plan. 


        (g)
The Plan and all Stock Options made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. 


        (h)
Anything in this Plan to the contrary notwithstanding, the Board may, without further approval by the shareholders, substitute new options for, or assume, prior options of any
corporation which engages with the Corporation or any of its Affiliates in a transaction to which Section 424(a) of the Code would apply (assuming for such purpose that the option assumed or
substituted were an incentive stock option), or any parent or any subsidiary of such corporation. 


SECTION 9.    Effective Date of Plan  


        The Plan shall be effective as of the date it is approved by the Board. 





 
 

SECOND AMENDMENT TO
  CENDANT CORPORATION
  1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN
  
    Amended as of April 2, 2001    
  


        The Cendant Corporation 1999 Broad-Based Employee Stock Option Plan (the "Plan") is hereby amended as follows: 


        1.
The first sentence of Section 3(a) of the Plan is hereby amended and restated to read, in its entirety, as follows: 





Stock Authorized.    The total number of shares of Common Stock reserved and available for grant under the Plan shall be  [seventy-five]
million [75,000,000]. 






        2.
Ratification. Except as expressly set forth in this Amendment, the Plan is hereby ratified and confirmed without modification. 


        3.
Effective date. The effective date of this Amendment shall be April 2, 2001. 





 
 

THIRD AMENDMENT TO
  CENDANT CORPORATION
  1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN
  
    Amended as of March 19, 2002    
  


        The Cendant Corporation 1999 Broad-Based Employee Stock Option Plan (the "Plan") is hereby amended as follows: 



        4.
The first sentence of Section 3(a) of the Plan is hereby amended and restated to read, in its entirety, as follows: 





Stock Authorized.    The total number of shares of Common Stock reserved and available for grant under the Plan shall be  [one hundred and forty-one million nine
hundred and seventy thousand seven hundred and ninety-four]
[141,970,794]. 






        5.
Ratification. Except as expressly set forth in this Amendment, the Plan is hereby ratified and confirmed without modification. 



        6.  Effective date. The effective date of this Amendment shall be March 19, 2002. 











QuickLinks


CENDANT CORPORATION 1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN As Amended on March 29, 1999

SECOND AMENDMENT TO CENDANT CORPORATION 1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN Amended as of April 2, 2001

THIRD AMENDMENT TO CENDANT CORPORATION 1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN Amended as of March 19, 2002