THE FOLLOWING COMPANIES OR DIVISIONS OWNED OR
CONTROLLED BY CENDANT'S TRAVEL DISTRIBUTION SERVICES (A SUBSIDIARY OF CENDANT
CORPORATION):
ORBITZ, CHEAPTICKETS, LODGING.COM, THE NEAT GROUP AND GALILEO;
(6) THE FOLLOWING ON-LINE TRAVEL AGGREGATORS: SIDESTEP, INC. (OWNER AND OPERATOR
OF THE WEBSITE SIDESTEP.COM), MOBISSIMO, INC. (OWNER AND OPERATOR OF THE WEBSITE
MOBISSIMO.COM), CHEAPFLIGHTS LIMITED (OWNER AND OPERATOR OF THE WEBSITE
CHEAPFLIGHTS.COM), FARECHASE, KAYAK.COM, OR ANY SUBSTANTIALLY SIMILAR ON-LINE
TRAVEL SEARCH BUSINESS; AND (7) ON-LINE TRAVEL SEARCH BUSINESSES OF YAHOO!, MSN,
AOL OR GOOGLE; (B) SOLICIT OR ATTEMPT TO SOLICIT ANY CUSTOMER OR CLIENT OR
ACTIVELY SOUGHT PROSPECTIVE CUSTOMER OR CLIENT OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES, WITH RESPECT TO THE BUSINESSES ACTIVELY OPERATED BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (IT BEING INTENDED THAT
BUSINESSES OWNED BUT NOT OPERATED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES, SUCH AS, AS OF THE EFFECTIVE DATE, THE COMPANY'S MORTGAGE BUSINESS,
ARE NOT TO BE COVERED BY THIS CLAUSE (B)), TO PURCHASE ANY GOODS OR SERVICES OF
THE TYPE SOLD BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES FROM
ANYONE OTHER THAN THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES; OR
(C) ASSIST ANY PERSON OR ENTITY IN ANY WAY TO DO, OR ATTEMPT TO DO, ANYTHING
PROHIBITED BY (A) OR (B) ABOVE; OR
(II)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE RESTRICTIONS IN SECTION 15(B)(I) WILL NOT BE DEEMED BREACHED AS A
RESULT OF (A) EXECUTIVE'S PASSIVE OWNERSHIP OF LESS THAN AN AGGREGATE OF 5% OF
ANY CLASS OF SECURITIES OF A PERSON OR ENTITY ENGAGED, DIRECTLY OR INDIRECTLY,
IN COMPETITIVE ACTIVITIES; PROVIDED, HOWEVER, THAT SUCH STOCK IS LISTED ON A
NATIONAL SECURITIES EXCHANGE OR IS QUOTED ON THE NATIONAL MARKET SYSTEM OF
NASDAQ OR (B) EXECUTIVE'S ENGAGING IN ACTIVITIES FOR A PERSON OR ENTITY THAT
DIRECTLY OR INDIRECTLY HAS AN OWNERSHIP INTEREST IN ANY OF THE COMPANIES OR
BUSINESSES LISTED OR DESCRIBED IN SECTION 15(B)(I)(A)(1) THROUGH (7) PROVIDED
THAT THE SERVICES PERFORMED BY EXECUTIVE IN THE COURSE OF SUCH ACTIVITIES ARE
NOT IN ANY WAY CONNECTED WITH THE ACTIVITIES OF SUCH COMPANIES OR BUSINESSES.
(III)
IF A FINAL AND NON-APPEALABLE JUDICIAL DETERMINATION IS MADE THAT
ANY OF THE PROVISIONS OF THIS SECTION 15 CONSTITUTES AN UNREASONABLE OR
OTHERWISE UNENFORCEABLE RESTRICTION AGAINST EXECUTIVE, THE PROVISIONS OF THIS
SECTION 15 WILL NOT BE RENDERED VOID BUT WILL BE DEEMED TO BE MODIFIED TO THE
MINIMUM EXTENT NECESSARY TO REMAIN IN FORCE AND EFFECT FOR THE LONGEST PERIOD
AND LARGEST GEOGRAPHIC AREA THAT WOULD NOT CONSTITUTE SUCH AN UNREASONABLE OR
UNENFORCEABLE RESTRICTION.
MOREOVER, NOTWITHSTANDING THE FACT THAT ANY
PROVISION OF THIS SECTION 15 IS DETERMINED NOT TO BE SPECIFICALLY ENFORCEABLE,
THE COMPANY WILL NEVERTHELESS BE ENTITLED TO SEEK TO RECOVER MONETARY DAMAGES AS
A RESULT OF EXECUTIVE'S BREACH OF SUCH PROVISION.
(c)
Non-Solicitation/Non-Disparagement.
While an employee of the
Company, and for the one-year period following termination of Executive's
employment with the Company for any reason,
(i) Executive shall not (whether
for