EX-10.16



 





Exhibit 10.16




AMENDMENT TO VARIOUS EQUITY-BASED PLANS




      



          WHEREAS, Cendant Corporation (the “Corporation”) maintains equity-based plans listed on Annex A
(each such plan, a “Plan,” and collectively, the “Plans”);




          WHEREAS, each of the Plans provides that the Board of Directors of the Corporation (the “Board”)
may amend the Plan in accordance with its terms;




          WHEREAS, in connection with the adoption of a new accounting rule, FAS 123R, which is scheduled to
go into effect for the Corporation in 2006, and in order to effectuate a clarifying amendment to
the Trendwest Resorts Plan (as hereinafter defined), the Board desires to amend the Plans;




          NOW, THEREFORE, the Plans are hereby amended as follows, effective as of October 7, 2005:





	1.	 	The 1999 Broad-Based Employee Stock Option Plan (the “1999 Broad-Based Plan”)






Section 3(b) of the 1999 Broad-Based Plan is hereby
amended in its entirety to read as follows:




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 shall
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 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.



      



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	2.	 	The 1997 Employee Stock Plan of Cendant Corporation (the “1997 Broad-Based Plan”)
	 
	 	 	CUC International Inc. 1997 Stock Incentive Plan (the “1997 Stock Incentive Plan”)






The third paragraph of Section 3 of the 1997 Employee Plan and the third paragraph of
Section 3 of the 1997 Stock Incentive Plan are each hereby amended in their entirety to read
as follows:




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 shall
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 and
Stock Appreciation Rights, in the number
and kind of shares subject to other
outstanding Awards 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 Award shall always be
a whole number. Such adjusted option price
shall also be used to determine the amount
payable by the Corporation upon the
exercise of any Stock Appreciation Right
associated with any Stock Option.



      



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	3.	 	CUC International Inc. 1997 Stock Option Plan (the “CUC 1997 Stock Option Plan”)
	 
	 	 	Cendant Corporation.. 1987 Stock Option Plan (the “1987 Stock Option Plan”)
	 
	 	 	1997 Stock Option Plan of Cendant Corporation (the “Cendant. 1997 Stock Option Plan”)
	 
	 	 	1990 Directors Stock Option Plan of CUC International Inc. (the “1990 Directors Stock Option
Plan”)
	 
	 	 	1992 Employee Stock Option Plan of Cendant Corporation (the “Cendant 1992 Employee Plan”)






Section 11 of the CUC 1997 Stock Option Plan, Section 11 of
the 1987 Stock Option Plan, Section 11 of the Cendant 1997 Stock
Option Plan, Section 10 of the 1990 Directors Stock Option Plan,
and Section 11 of the Cendant 1992 Employee Plan are each hereby
amended in their entirety as follows:




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 Company, 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
Company, the Committee or
Board of Directors shall 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 granted hereunder
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. The
determination of the
Committee as to what
adjustments shall be made,
and the extent thereof, shall
be final. Unless otherwise
determined by the Committee,
such adjustment shall be
subject to the same vesting
schedule and restrictions to
which the underlying option
is subject.



      



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	4.	 	Galileo International, Inc. 1999 Equity and Performance Incentive
Plan (the “1999 Equity and Performance Incentive Plan”)
	 
	 	 	The first sentence of Section 11 of the 1999 Equity and
Performance Incentive Plan is hereby amended in its entirety as
follows:






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
Company, 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 Company, the Board
shall make such substitution or adjustments in the
aggregate number and kind of shares reserved for
issuance under the Plans, in the number of Common Shares covered by outstanding Option Rights,
Appreciation Rights, Deferred Shares, Stock
Payments and Performance Shares granted hereunder,
in the Option Price and Base Price provided in
outstanding Option Rights and Appreciation Rights,
in the number and kind of shares or other
securities covered thereby 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 award shall always be a
whole number.



      



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	5.	 	Cendant Corporation Move.com Group 1999 Stock Option Plan (the “Move.com Plan”)

Completehome.com, Inc. 1999 Stock Option Plan (the “Completehome.com Plan”)






Section 3(b) of the Move.com Plan and Section 3(b) of
the Completehome.com Plan are each hereby amended in their
entirety as follows:




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, or any
exchange of the
Corporation’s common
securities for securities
to be issued by the
Corporation’s parent
corporation, including but
not limited to securities
commonly referred to as a
“tracking stock”, the
Committee or Board shall
make such substitution or
adjustments in the
aggregate number and kind
of shares reserved for
issuance under the Plan,
the limit on options that
may be granted to an
individual optionee under
paragraph (a) above, in
the number, the kind and
option price of shares
subject to outstanding
Stock Options 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.



      



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	6.	 	1999 Employee Stock Option Plan of Netmarket Group Inc. (the “Netmarket Plan”)
	 
	 	 	The first sentence of Section 4(b) of the Netmarket Plan is hereby amended in
its entirety as follows:






In the event of any Adjustment
Event, the Committee or Board shall
make such substitution or adjustments
in the aggregate number and kind of
Shares reserved for issuance under the
Plan, in the number, kind and exercise
price of Shares subject to outstanding
Stock Options and any other provision
of such Stock Option, and/or such
other equitable substitution or
adjustments as it may determine in its
sole discretion to be appropriate to
take into account the effects of such
Adjustment Event; provided that the
number of Shares subject to any Stock
Option shall always be a whole number.



      



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	7.	 	Fairfield Communities, Inc. 2000 Incentive Stock Plan (the “Fairfield 2000 Plan”)
	 
	 	 	The first sentence of Section 10 of the Fairfield 2000 Plan is hereby amended in
its entirety as follows:






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 Company, 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
Company, the Board shall make such
substitution or adjustments in the
aggregate number and kind of shares
reserved for issuance under the Plan, in
the number of Common Shares covered by
outstanding Option Rights, Appreciation
Rights, Performance Shares, Performance
Units and other awards granted
hereunder, in the Option Price and Base
Price provided in outstanding Option
Rights and Appreciation Rights, in the
number and kind of shares or other
securities covered thereby 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 award shall always
be a whole number.



      



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	8.	 	Trendwest Resorts, Inc. 1997 Employee Stock Option Plan (the “Trendwest Resorts Plan”)






Section 11.1 of the Trendwest Resorts Plan is hereby amended in its entirety as
follows:




Adjustments Upon Changes in
Capitalization. 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
Company, 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 Company, the Committee
or Board of Directors shall 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 Incentive
Stock Options and Nonqualified Stock
Options, in the Maximum Annual Optionee
Grant set forth in Section 5.1, 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 option shall always
be a whole number.




The first sentence of Section 11.2 of the Trendwest Resorts Plan is hereby amended in
its entirety as follows:




Except as provided in subsection
11.1, upon a merger, consolidation,
acquisition of property or stock,
separation, reorganization (other than a
merger or reorganization of the Company in
which the holders of Common Stock
immediately prior to the merger or
reorganization have the same proportionate
ownership of Common Stock in the surviving
corporation immediately after the merger
or reorganization) or liquidation of the
Company, as a result of which the
shareholders of the Company receive cash,
stock or other property in exchange for
their shares of Common Stock, any option
granted hereunder shall terminate, but,
provided that the Optionee shall have the
right immediately prior to any such
merger, consolidation, acquisition of
property or stock, separation,
reorganization or liquidation to exercise
his or her option in whole or in part
whether or not the vesting requirements
set forth in the option agreement have
been satisfied.



      



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	9.	 	Hospitality Franchise Systems, Inc. 1993 Stock Option Plan (the “Hospitality Franchise Systems Plan”)
	 
	 	 	Avis Group Holdings, Inc. 1997 Stock Option Plan (the “Avis 1997 Stock Option Plan”)
	 
	 	 	Cheap Tickets, Inc. 1999 Stock Incentive Plan (the “Cheap Tickets Plan”)






Section 8(a) of the Hospitality Franchise Systems Plan,
Section 8 of the Avis 1997 Stock Option Plan and the first
sentence of Section 10 of the Cheap Tickets Plan are each hereby
amended in their entirety as follows:




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 Company,
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 Company, the Committee or
Board shall 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 Options 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 Option
shall always be a whole
number.



      



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	10.	 	Cendant Corporation 1992 Bonus and Salary Replacement Stock
Option Plan (the “1992 Bonus and Salary Replacement Stock Option
Plan”)
	 
	 	 	The first paragraph of Section 11 of the 1992 Bonus and
Salary Replacement Stock Option Plan is hereby amended in its
entirety as follows:






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
Company, 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 Company,
the Committee or Board of Directors shall 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 options
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 option shall
always be a whole number.



      




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	11.	 	Fairfield Communities, Inc. Fourth Amended and Restated 1997
Stock Option Plan (the “Fairfield 1997 Stock Option Plan”)
	 
	 	 	The first sentence of Section 6 of the Fairfield 1997 Stock
Option Plan is hereby amended in its entirety as follows:






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
Company, 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 Company,
the Compensation Committee or Board shall make
such substitution or adjustments in the maximum
number of shares specified in Paragraph 3 and
Paragraph 4, in the number, kind and option price
of shares subject to outstanding Stock Options
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.



      



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	12.	 	Galileo International, Inc. 1997 Stock Incentive Plan (the
“Galileo 1997 Stock Incentive Plan”)
	 
	 	 	The first sentence of Section 9.1 of the Galileo 1997 Stock
Incentive Plan is hereby amended in its entirety as follows:






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
Company, 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 Company,
the Committee or Board shall make such
substitution or adjustments in the maximum number
of shares of Common Stock issuable pursuant to
the Plan, the number of shares subject to awards
under the Plan, the exercise price with respect
to options and tandem SARs and the base price
with respect to freestanding SARs 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 award shall always be a
whole number.



      



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	13.	 	Avis Group Holdings, Inc. 2000 Incentive Compensation Plan (the
“Avis 2000 Incentive Compensation Plan”)
	 
	 	 	Section 4.3 of the Avis 2000 Incentive Compensation Plan is
hereby amended in its entirety as follows:






Adjustments in Authorized 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 Company, 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 Company,
the Committee or Board shall make such
substitution or adjustments in the number, class
and type of shares of stock which may be
delivered under Section 4.1, in the number, class
and type, and/or price (such as the Option Price
of Options or the grant price of SARs) of shares
subject to outstanding Awards granted under the
Plan, in the Award limits set forth in Section
4.2, 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 Award shall
always be a whole number.



      



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	14.	 	Orbitz, Inc. 2002 Stock Plan (the “Orbitz 2002 Plan”)
	 
	 	 	The first sentence of Section 14(a) of the Orbitz 2002 Plan
is hereby amended in its entirety as follows:






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
Company, 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 Company, the Committee or
Board shall make such
substitution or adjustments in
(i) the number and kind of shares of Common Stock (or other
securities or property) with
respect to which Options, Stock
Purchase Rights, Restricted
Stock Awards or SARs may be
granted or awarded (including,
but not limited to, adjustments
of the limitations in Section 3
on the maximum number of shares
which may be issued); (ii) the
number and kind of shares of
Common Stock (or other
securities or property) subject
to outstanding Options, Stock
Purchase Rights, Restricted
Stock Awards or SARs; (iii) the
grant or exercise price with
respect to any Option, Stock
Purchase Right or SAR, and/or
(iv) such other equitable
substitution or adjustments as
it may determine to be
appropriate in its sole
discretion; provided, however,
that the number of shares of
Common Stock subject to any
award shall always be a whole
number.



      



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	15.	 	Orbitz, Inc. 2000 Stock Plan (the “Orbitz 2000 Plan”)
	 
	 	 	The first sentence of Section 14(a) of the Orbitz 2000 Plan
is hereby amended in its entirety as follows:






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
Company, 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 Company, the Committee or
Board shall 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 Options,
Stock Purchase Rights or SARs,
in the number and kind of shares
subject to other outstanding
Restricted Stock Awards 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 award shall
always be a whole number.



      



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	16.	 	Sierra On-Line, Inc. 1995 Stock Option and Award Plan (the “Sierra On-Line Plan”)
	 
	 	 	The first sentence of Section 13.1 of the Sierra On-Line Plan is hereby amended in
its entirety as follows:






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 Company, 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
Company, the Committee or Board shall
make such substitution or adjustments in
the (i) maximum number of and class of
securities subject to the Plan as set
forth in Section 4.1, (ii) maximum
number and class of securities that may
be made subject to Awards to any
individual Participant as set forth in
Section 4.2, (iii) number and class of
securities that are subject to any
outstanding Award and the per share
price of such securities, without any
change in the aggregate price to be paid
therefor, and/or (iv) such other
equitable substitution or adjustments as
it may determine to be appropriate in
its sole discretion; provided, however,
that the number of securities subject to
any Award shall always be a whole
number.



      



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	17.	 	The Trip.com, Inc. 1997 Stock Plan (the “Trip.com Plan”)
	 
	 	 	The first two sentences of Section 12(a) of the Trip.com
Plan are hereby deleted in their entirety and are replaced with
the following sentence:






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
Company, 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 Company, the Committee
or Board shall 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 Options
or Stock Purchase Rights 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 Option or Stock
Purchase Right shall always be
a whole number.



      



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Annex A





	1.	 	The 1999 Broad-Based Employee Stock Option Plan
	 
	2.	 	1997 Employee Stock Plan of Cendant Corporation
	 
	3.	 	CUC International Inc. 1997 Stock Incentive Plan
	 
	4.	 	CUC International Inc. 1997 Stock Option Plan
	 
	5.	 	Cendant Corporation 1987 Stock Option Plan
	 
	6.	 	1997 Stock Option Plan of Cendant Corporation
	 
	7.	 	1990 Directors Stock Option Plan of CUC International Inc.
	 
	8.	 	1992 Employee Stock Option Plan of Cendant Corporation
	 
	9.	 	Galileo International, Inc. 1999 Equity and Performance Incentive Plan
	 
	10.	 	Cendant Corporation Move.com Group 1999 Stock Option Plan
	 
	11.	 	Completehome.com, Inc. 1999 Stock Option Plan
	 
	12.	 	1999 Employee Stock Option Plan of Netmarket Group Inc.
	 
	13.	 	Fairfield Communities, Inc. 2000 Incentive Stock Plan
	 
	14.	 	Trendwest Resorts, Inc. 1997 Employee Stock Option Plan
	 
	15.	 	Hospitality Franchise Systems, Inc. 1993 Stock Option Plan
	 
	16.	 	Avis Group Holdings, Inc. 1997 Stock Option Plan
	 
	17.	 	Cheap Tickets, Inc. 1999 Stock Incentive Plan
	 
	18.	 	Cendant Corporation 1992 Bonus and Salary Replacement Stock Option Plan
	 
	19.	 	Fairfield Communities, Inc. Fourth Amended and Restated 1997 Stock Option Plan
	 
	20.	 	Galileo International, Inc. 1997 Stock Incentive Plan
	 
	21.	 	Avis Group Holdings, Inc. 2000 Incentive Compensation Plan
	 
	22.	 	Orbitz, Inc. 2002 Stock Plan
	 
	23.	 	Orbitz, Inc. 2000 Stock Plan
	 
	24.	 	Sierra On-Line, Inc. 1995 Stock Option and Award Plan
	 
	25.	 	The Trip.com, Inc. 1997 Stock Plan






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