UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
____________
Date of
Report (Date of earliest event reported) April
29, 2005 (April 26, 2005)
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation) |
1-10308
(Commission
File No.) |
06-0918165
(I.R.S.
Employer
Identification
Number) |
|
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office) |
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
|
(Former
name or former address if changed since last
report) |
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
|
Item
1.01 |
Entry
into a Material Definitive
Agreement. |
On April
26, 2005, the Compensation Committee of our Board of Directors approved an
annual long-term equity incentive grant for eligible key employees, including
executive officers other than our Chairman and Chief Executive Officer who was
not awarded a long-term equity incentive grant. The awards are in the form of
performance vesting restricted common stock units of Cendant. However, executive
officers were provided an election to receive a portion of their awards in the
form of performance vesting stock options, with an exercise price equal to the
fair market value of our common stock as of the date of grant. All awards
granted to executive officers are made pursuant to our 2004 Performance Metric
Long Term Incentive Plan, as amended and restated as of April 26, 2005 (the
“Performance Plan”) and our 1997 Stock Option Plan. All awards granted to
executive officers vest subject to both continued employment with us through
each applicable vesting date, and our attainment of performance goals stated in
terms of Total Unit Growth (as defined in the Performance Plan).
A copy of
the Performance Plan and form of award agreement used in connection with the
foregoing grant are attached as Exhibit
10.1 and Exhibit 10.2,
respectively, and incorporated by reference herein.
On April
26, 2005, at our Annual Meeting of Stockholders, our stockholders approved the
Cendant Amended and Restated 1999 Non-Employee Directors Deferred Compensation
Plan. A copy of such plan is attached as Exhibit
10.3 and
incorporated by reference herein.
|
Item
8.01 |
Other
Events. |
On April
26, 2005, we announced that our board of directors declared its regular
quarterly cash dividend of $0.09 per common share, payable June 14, 2005 to
stockholders of record on May 23, 2005. A copy of such announcement is attached
as Exhibit
99 and is
incorporated by reference herein.
|
Item
9.01 |
Financial
Statements and Exhibits. |
| (c) |
Exhibits |
|
10.1 |
2004
Performance Metric Long Term Incentive Plan, as amended and restated as of
April 26, 2005
| |
|
10.2 |
Form
of Award Agreement for the 2004 Performance Metric Long Term Incentive
Plan and the 1997 Stock Option Plan
| |
|
10.3 |
Cendant
Amended and Restated 1999 Non-Employee Directors Deferred Compensation
Plan
| |
|
99 |
Press
Release: Cendant’s Board of Directors Declares Regular Quarterly Cash
Dividend of $0.09 Per Common Share |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CENDANT
CORPORATION
| |
|
By: |
/s/
Eric J. Bock |
|
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary |
Date:
April 29, 2005
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated April 29, 2005 (April 26, 2005)
EXHIBIT
INDEX
|
10.1 |
2004
Performance Metric Long Term Incentive Plan, as amended and restated as of
April 26, 2005
| |
|
10.2 |
Form
of Award Agreement for the 2004 Performance Metric Long Term Incentive
Plan and the 1997 Stock Option Plan
| |
|
10.3 |
Cendant
Amended and Restated 1999 Non-Employee Directors Deferred Compensation
Plan
| |
|
99 |
Press
Release: Cendant’s Board of Directors Declares Regular Quarterly Cash
Dividend of $0.09 Per Common Share |
|
|
EXHIBIT
10.1 |
CENDANT
CORPORATION
2004
PERFORMANCE
METRIC
LONG TERM
INCENTIVE PLAN
Amended
and Restated as of April 26, 2005
.1
1. Purpose.
The
purpose of the Cendant Corporation 2004 Performance Metric Long Term Incentive
Plan is to provide a performance-based incentive grant intended to promote the
Company’s efforts (i) to align the interests of key management personnel with
the interests of the Company’s stockholders, and incentivize key management
personnel to create stockholder value and (ii) to retain key management
personnel over a long-term period. Unless otherwise approved by the Committee,
awards granted under the Plan shall vest upon both the Company’s attainment of
pre-established performance goals determined by the Committee, and Participants’
continuous employment with the Company.
2.
Definitions.
The
following terms, as used herein, shall have the following meanings:
| (e) |
"Company"
shall mean, collectively, Cendant and its
subsidiaries. |
| (b) |
"Award
Agreement" shall mean a written agreement between Cendant and a
Participant evidencing an award of Restricted Stock Units or Stock
Options. |
| (c) |
"Board"
shall mean the Board of Directors of
Cendant. |
| (d) |
"Committee"
shall mean the Compensation Committee of the
Board. |
| (e) |
"Company"
shall mean, collectively, Cendant and its
subsidiaries. |
| (f) |
"Participant"
shall mean an officer or key employee of the Company who is, pursuant to
Section 4 of the Plan, selected and designated by the Committee in writing
to participate herein, and who has been provided an Award
Agreement. |
| (g) |
"Plan"
shall mean this Cendant Corporation 2004 Performance Metric Long Term
Incentive Plan. |
| (h) |
“Change-of-Control
Transaction” shall mean 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) 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) any person or entity is or becomes, directly or
indirectly, the beneficial owner of 50% or more of the common stock of
Cendant (or other securities of Cendant having generally the right to vote
for |
|
election
of the Board), (iii) Cendant 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 Cendant and
its subsidiaries (taken as a whole) to any third party, other than Cendant
or a wholly-owned subsidiary thereof, (iv) control of 50% or more of the
business of Cendant shall be sold, assigned or otherwise transferred
directly or indirectly to any third party, (v) there is consummated a
merger or consolidation of Cendant with any other corporation, other than
(A) a merger or consolidation which would result in the voting securities
of Cendant 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 Cendant 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 Cendant (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 Cendant’s then outstanding securities or (vi) the
stockholders of Cendant approve a plan of liquidation or
dissolution. |
| (i) |
“Award”
shall mean an award of Restricted Stock Units or Stock Options granted
pursuant to this Plan. |
| (j) |
“Restricted
Stock Unit” shall mean an Award granted pursuant to Section 5(c) of this
Plan. |
| (k) |
“Stock
Option” shall mean an Award granted pursuant to Section 5(b) of this
Plan. |
| (l) |
“Cendant
Stock Plans” shall mean the following stock plans maintained by Cendant,
as amended from time to time: (1) 1999 Broad-Based Employee Stock Option
Plan; (2) 1997 Stock Option Plan and (3) Galileo International 1999 Equity
and Performance Incentive Plan. |
| (m) |
“Cendant
Stock” shall mean common stock of Cendant, par value $0.01 per share, of
the series designated CD Common Stock. |
| (n) |
“Disability”
shall mean a Participant’s termination of employment by reason of
“Disability” within the meaning of the Company-sponsored Long Term
Disability Plan, as in effect from time to time, providing eligibility to
employees of Cendant Operations, Inc. |
| (o) |
“Performance
Goals” shall mean a set of pre-established performance goals relating to
the financial performance of Cendant and/or any of its subsidiaries or
divisions, including without limitation,
TUG. |
| (p) |
“TUG”
or “Total Unit Growth” shall mean, in respect of any performance period,
as the percentage change in the Company’s Adjusted EBITDA, as defined
below, plus,
the Company’s Free Cash Flow Yield, as defined
below. |
EBITDA
means the Company’s “income before taxes and minority interest,” (as reported);
plus “non-program interest expense (net of interest income and including early
extinguishment of debt)” (as reported); plus “non-program related depreciation
and amortization” (as reported); plus “acquisition and integration related
costs: amortization of pendings and listings” (as reported). “Adjusted EBITDA”
means EBITDA as adjusted solely to disregard (i) “gains and losses on
disposition of businesses” (as reported); (ii) any financial impact relating to
costs, liabilities, revenue, or income in respect of any change in the reserves
relating to the
CUC
accounting irregularities and related litigation and the existing BNP Paribas
litigation (as reported); and (iii) “Acquisitions and Dispositions” in the
manner described on Annex A hereto.
To the
extent that the Financial Accounting Standards Board issues new accounting
literature relating to “Business Combinations,” Adjusted EBITDA will be further
adjusted to exclude (i) deal related costs currently capitalized under existing
accounting literature that would be required to be expensed in the Company’s
Income Statement (as reported); (ii) exit related
costs as defined by E.I.T.F. 95-3 that would be required to be expensed in the
Company’s Income Statement relating to acquisitions (as reported) and (iii) any
change in contingent consideration liability required to be recorded in the
Company’s Income Statement that was previously recorded as purchase price (as
reported).
“Free
Cash Flow Yield” means the Company’s “Free Cash Flow” divided by the Company’s
“Market Value.” “Free Cash Flow” means “net cash provided by (used in) operating
activities exclusive of management (and mortgage) programs” (as reported); plus
“management (and mortgage) programs: cash provided by (used in) operating
activities” (as reported) plus non-program related interest actually paid; plus
“management (and mortgage) programs: cash provided by (used in) investing
activities” (as reported); plus “management (and mortgage) programs: cash
provided by (used in) financing activities” (as reported); less “property and
equipment additions” (as reported); less “cash utilized for net assets acquired
and acquisition related payments” (as reported), adjusted to exclude the cash
impact of CUC accounting irregularities and related litigation and the existing
BNP Paribas litigation (as reported); less “provision for income taxes”
calculated assuming a 27% aggregate effective tax rate (such taxes calculated on
Adjusted EBITDA, less “non-program related depreciation and amortization” (as
reported) (plus cash taxes actually paid); less “acquisition and integration
related costs: amortization of pendings and listings” (as
reported)).
“Market
Value” equals the Company’s prior year Adjusted EBITDA multiplied by the
applicable “enterprise value multiple,” which the Committee has determined to
equal 9 (once set in respect of any grant, such enterprise value multiple may
not be changed for any reason in respect of such grant).
Vesting
will be determined by comparing the cumulative compounded TUG over the term of a
particular grant to the Performance Goals. For example, in Year 1, vesting will
be determined by comparing the TUG for Year 1 to the Year 1 Performance Goals.
In Year 2, vesting will be determined by multiplying Year 1 TUG+1, by Year 2
TUG+1, and then subtracting 1 from the product, and comparing such product to
the Year 2 cumulative Performance Goals. In Year 3, vesting will be determined
by multiplying Year 1 TUG+1, by Year 2 TUG+1, by Year 3 TUG+1, and then
subtracting 1 from the product, and comparing such product to the Year 3
cumulative Performance Goals. In Year 4, vesting will be determined
by multiplying Year 1 TUG+1, by Year 2 TUG+1, by Year 3 TUG+1, by Year 4 TUG+1,
and then subtracting 1 from the product, and comparing such result to the Year 4
cumulative Performance Goals.
Once
determined for a particular year, TUG or cumulative TUG used to determine
vesting is fixed and is not adjusted as a result of acquisitions, dispositions
or other transactions.
|
(q) |
“as
reported” shall mean as disclosed in the Company’s Annual Report on Form
10-K or, if combined within another line item or immaterial to disclose
separately, as set forth in the Company’s books and
records. |
3. Administration.
The Plan
shall be administered by the Committee. The Committee shall have the authority
in its sole discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary or
advis-able in the administration of the Plan, including, without limitation, the
authority to grant Awards; to determine the persons to whom and the time or
times at which Awards shall be granted; to determine the terms, conditions and
restrictions relating to any Award; to determine whether, to what extent, and
under what circumstances an Award may be settled, canceled, forfeited, or
surrendered; to determine the terms and provisions of Award Agreements; and to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at a meeting
or by written consent. The Committee may delegate to one or more of its members
or to one or more agents such administrative duties as it may deem advisable.
All decisions, determinations and interpretations of the Committee shall be
final and binding on all persons, including the Company, the Participant (or any
person claiming any rights under the Plan from or through any Participant) and
any stockholder.
Without
limiting the generality of the foregoing, the Committee shall have the full and
absolute authority (i) to determine and establish any and all applicable
Performance Goals and (ii) to determine whether any Performance Goals have been
attained and to certify to such attainment.
No member
of the Board or the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted
hereunder.
4.
Eligibility.
Awards
may be granted to key personnel of the Company in the sole and absolute
discretion of the Committee. No employee of the Company or any other person
shall have any right to participate in the Plan absent an express designation by
the Committee.
5. Terms
of Awards.
Awards
granted pursuant to the Plan shall be evidenced by Award Agreements
substantially in such form as the Committee shall from time to time ap-prove and
the terms and conditions of such Awards shall be set forth therein. Awards under
the Plan may not be memorialized or evidenced other than pursuant to an Award
Agreement.
(a) Participation. The
Committee shall grant participation in the Plan to key personnel of the Company
in its sole and absolute discretion. The Commit-tee may determine that
participation in the Plan is subject to and contingent upon:
| (i) |
the
Participant executing a covenant not to compete and confidentiality
agreement in such form as the Committee shall prescribe;
and/or |
| (ii) |
the
Participant executing a covenant to devote his or her best efforts to
create and deliver value to the stockholders of Cendant;
and/or |
| (iii) |
such
other conditions as the Committee shall determine in its sole
discretion. |
(b) Stock
Options. The
Committee may grant to a Participant an Award of Stock Options which shall
become vested subject to (i) the Participant remaining continuously employed in
good standing with the Company through one or more dates determined by the
Committee and/or (ii) the Company’s attainment of Performance Goals. All such
Awards shall be evidenced by an Award Agreement. Except as set forth in Section
5(e) below or as otherwise determined by the Committee in
its sole
discretion, such Awards shall not vest and shall immediately terminate if such
Participant's employment terminates prior to an applicable vesting date,
irrespective of the reason for termination of employment. Upon the occurrence of
a Change-of-Control Transaction, each Award granted pursuant to this paragraph
shall become immediately and fully vested and payable; provided, that
the Participant (i) remains employed with the Company (or its successor) during
a 90 day transition period immediately following such Change-of-Control
Transaction or (ii) is terminated during such 90 day transition period by the
Company or its successor. Awards granted hereunder shall be granted pursuant to
and in accordance with any one or more of the Cendant Stock Plans, as determined
by the Committee and set forth in an Award Agreement, and accordingly such
Awards shall be subject to the terms of such Cendant Stock Plan (except as
otherwise provided in this Plan), including without limitation all provisions
regarding stock options, the exercising of stock options and restrictions
thereto, tax withholding obligations and equitable adjustment provisions.
Notwithstanding the foregoing, the Committee shall have the sole discretion to
accelerate the vesting of any Award granted pursuant to this paragraph at any
time and for any reason.
(c) Restricted
Stock Unit Awards. The
Committee may grant to a Participant an Award of Restricted Stock Units which
shall become vested subject to (i) the Participant remaining continuously
employed in good standing with the Company through one or more dates determined
by the Committee and/or (ii) the Company’s attainment of Performance Goals.
Except as set forth in Section 5(e) below or as otherwise determined by the
Committee in its sole discretion, such Awards shall not vest and shall
immediately terminate if such Participant's employment terminates prior to an
applicable vesting date, irrespective of the reason for termination of
employment. Upon the occurrence of a Change-of-Control Transaction, each Award
granted pursuant to this paragraph shall become immediately and fully vested and
payable; provided, that
the Participant (i) remains employed with the Company (or its successor) during
a 90 day transition period immediately following such Change-of-Control
Transaction or (ii) is terminated during such 90 day transition period by the
Company or its successor. Notwithstanding the foregoing, the Committee shall
have the sole discretion to accelerate the vesting and payment of an Award
granted pursuant to this paragraph at any time and for any reason. Awards
granted hereunder shall be granted pursuant to and in accordance with any one or
more of the Cendant Stock Plans, as determined by the Committee and set forth in
an Award Agreement, and accordingly such Awards shall be subject to the terms of
such Cendant Stock Plan (except as otherwise provided in this Plan), including
without limitation any equitable adjustment provisions. As soon as practicable
following the vesting of each Restricted Stock Unit, the Participant shall be
entitled to receive one share of Cendant Stock; provided,
however, that
the Participant shall remain required to remit to the Company such amount that
the Company determines is necessary to meet all required minimum withholding
taxes. In the event that Cendant shall determine to pay a dividend
in respect of Cendant Stock, a cash dividend-equivalent in respect of each then
outstanding Restricted Stock Unit shall be paid to the holder thereof;
provided,
however, that
any such dividend-equivalents shall be subject to the same vesting schedules,
Performance Goals, forfeiture provisions and deferral elections as the
Restricted Stock Unit to which it relates.
(d) Performance
Based Vesting. Unless
otherwise approved by the Committee and set forth in writing in an Award
Agreement, Awards granted hereunder will vest only upon the attainment of
Performance Goals (as well as any other additional vesting
requirements).
(e) Disability. A
Participant’s Award shall immediately vest upon his or her termination of
employment by reason of Disability.
6. General
Provisions.
(a) Compliance
with Legal Requirements. The
Plan and the granting and payment of Awards, and the other obligations of the
Company under the Plan and any Award Agreement or other agreement, entered into
pursuant hereto, shall be subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency as may be required. The selling of shares of Cendant Stock and the
exercise of Stock Options may be restricted by virtue of any “blackout period”
or any other restrictive policy imposed by the Company for any reason or for no
reason. No Participant shall have any actual or implied right to sell Cendant
Stock or exercise any Stock Option at any particular time or particular date,
and any such transactions may be limited or delayed by the Company at any time,
with or without prior notice to the Participant, for any reason or for no
reason. The foregoing specifically includes the Company’s discretionary
determination to suspend any such transactions during a Company investigation of
any Participant’s alleged misconduct.
(b)
Nontransferability. Awards
shall not be transferable by a Participant for any reason whatsoever, other than
pursuant to the applicable laws of descent and distribution.
(c)
No
Right To Continued Employment. Nothing
in the Plan, any Award or any Award Agreement or other agreement entered into
pursuant hereto shall confer upon any Participant the right to continue in the
employ of the Company or to be entitled to any remuneration or benefits not set
forth in the Plan or such Award Agreement or other agreement or to interfere
with or limit in any way the right of the Company to terminate such
Participant's employment.
(d)
Withholding
Taxes. All
Awards hereunder, and the vesting thereof, are subject to any and all required
minimum withholding taxes and similar required withholding obligations.
(e)
Amendment,
Termination and Duration of the Plan. The
Board or the Committee may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant, without such Participant's con-sent, under any Award theretofore
granted under the Plan.
(f)
Participant
Rights. No
Participant shall have any claim to be grant-ed any Award under the Plan, and
there is no obligation for uniformity of treatment for
Participants.
(g)
Unfunded
Status of Awards. The
Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation for a select group of management and highly compensated employees.
Nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company. The
Plan is not intended to provide retirement benefits, retirement income or
welfare benefits.
(h)
Deferral. Cendant
may (but is not obligated to) establish procedures pursuant to which certain
designated Participants may elect to defer, until a time or times later than the
vesting of a Restricted Stock Unit, receipt of all or a portion of the shares of
Cendant Stock deliverable in respect of a Restricted Stock Unit, all on such
terms and conditions as Cendant shall determine in its sole discretion. If any
such deferrals are permitted for some or all Participants, then notwithstanding
any provision of this Plan to the contrary, a Participant who elects such
deferral shall not have any rights as a stockholder with respect to any such
deferred shares of Cendant Stock unless and until certificates representing such
shares are actually delivered to the Participant, except to the extent otherwise
determined by the Committee.
(i)
Other
Provisions.
Notwithstanding any other provision of the Plan, an Award Agreement or any other
agreement (written or oral) to the contrary, for purposes of the Plan and any
Award hereunder, a termination of employment shall be deemed to have occurred on
the date upon which the Participant ceases to perform active employment duties
for the Company following the provision of any notification of termination or
resignation from employment, and without regard to any period of notice of
termination of employment (whether expressed or implied) or any period of
severance or salary continuation. Notwithstanding any other provision of the
Plan, an Award Agreement or any other agreement (written or oral) to the
contrary, a Participant shall not be
entitled (and by accepting any Award, thereby irrevocably waives any such
entitlement), by way of compensation for loss of office or otherwise, to any sum
or other benefit to compensate the Participant for the loss of any rights under
the Plan as a result of the termination or expiration in of any Award in
connection with any termination of employment. No amounts earned pursuant to the
Plan or any Award shall be deemed to be eligible compensation in respect of any
other plan of Cendant Corporation or any of its subsidiaries.
(j)
Governing
Law. The
Plan and all deter-mi-nations made and actions taken pursuant hereto shall be
governed by the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof.
(k)
Effective
Date. The
Plan shall take effect upon its adoption by the Committee.
Annex
A
Adjustments
to EBITDA and Free Cash Flow for
Acquisitions
and Dispositions
Dispositions
of Subsidiaries and Business Units
| 1. |
If
a disposition is accounted for as “discontinued operations” in accordance
with U.S. GAAP, then all historical years of EBITDA and Free Cash Flow
shall be adjusted by eliminating (i) the historical results of the
disposed entity in the manner reported on the Company’s Annual Report on
Form 10-K and (ii) any one-time costs or benefits directly related to such
disposition. Further, any assets, cash or other consideration (if any)
received in connection with such disposition shall not be considered Free
Cash Flow. |
| 2. |
If
a disposition with greater than $50 million of “total consideration” (as
defined below) is not accounted for as “discontinued operations” in
accordance with U.S. GAAP, then all historical years of EBITDA and Free
Cash Flow shall be adjusted by the Company by eliminating (i) the
historical results of the disposed entity by making such appropriate
adjustments which would have otherwise been made assuming the disposition
was accounted for as “discontinued operations” and (ii) any one-time costs
or benefits directly related to such disposition. Further, any assets,
cash or other consideration (if any) received in connection with such
disposition shall not be considered Free Cash Flow.
|
If a
disposition with $50 million or less of total consideration is not accounted for
as discontinued operations in accordance with U.S. GAAP, then there shall be no
adjustment made to EBITDA and Free Cash Flow. In this case, the total
consideration received will be included as a cash inflow to Free Cash
Flow.
For any
disposition described in 1 or 2 above (but excluding pursuant to a direct
dividend, spin-off or distribution to Company stockholders), the total
consideration received by the Company is in excess of the “enterprise value
multiple” (determined by the Committee to equal 9), multiplied by EBITDA of such
disposed of entity (relating to the latest 12 month results immediately
preceding the month of the disposition), if any, shall be referred to as the
“Disposition Premium.” Commencing in the year of the disposition (the “Base
Year”), 25% of the Disposition Premium shall be included as a cash inflow in the
calculation of Free Cash Flow in such Base Year and in each of the three years
immediately following such Base Year (such 4 year period, the “Disposition
Premium Amortization Period”). Additional disposition payments (such as earn-out payments) and disposition-related payments (i)
shall be added to the Disposition Premium if received by the Company during the
Disposition Premium Amortization Period and shall be amortized ratably over the
remaining years in the Disposition Premium Amortization Period and (ii) shall be
included as a cash inflow in the calculation of Free Cash Flow in the year
received by the Company if received by the Company in any year following the
Disposition Premium Amortization Period. Notwithstanding
the foregoing, in any calendar year, the aggregate value of all Disposition
Premiums applied to Free Cash Flow may not exceed the aggregate value of all
Acquisition Premiums applied to Free Cash Flow. The value of any Disposition
Premiums not applied to Free Cash Flow in any calendar year by virtue of the
operation of the preceding sentence shall be applied in the following calendar
year (or in subsequent years until applied).
| 3. |
Once
determined for a particular year, TUG or cumulative TUG used to determine
vesting is fixed and is not adjusted as a result of acquisitions,
dispositions or other transactions. |
Acquisitions
of Subsidiaries and Business Units
| 1. |
There
shall be no adjustment to EBITDA or Free Cash Flow in respect of any
acquisition with a “total consideration” of $15 million or less (“Small
Acquisitions”) (specifically, Free Cash Flow will be reduced by such
“total consideration” in the year of acquisition). The “total
consideration” will consist of the total cash cost of the acquisition (as
reported) (i.e.,
total cash dispersed less cash acquired) plus non-amortization related
acquisition and integration related costs and any assumed debt and any
equity issued (stock issued and conversion of stock options, valued as of
the closing or as otherwise provided under
GAAP). |
| 2. |
For
acquisitions other than Small Acquisitions, EBITDA shall be adjusted in
order to neutralize the impact of such acquisition in the year of such
acquisition. |
For such
acquisitions, EBITDA shall be adjusted to exclude the results of the acquired
entity for the entirety of the fiscal year in which the acquisition occurs. The
amount of the EBITDA adjustment will be exactly as set forth in the applicable
Cendant Investment Committee Memorandum (all such acquisitions require
presentation of key financial projections in a memorandum to such committee)
used to review and approve the transaction (the “ICM”). Notwithstanding Company
procedure, for purposes of this Plan, in the event that any acquisition closes
more than 90 days following the date of the ICM, or in the event that an
acquisition closes in the calendar year following the date of the ICM, then an
updated ICM will be required. For all adjustments made pursuant to any ICM,
whether an original ICM or an updated ICM, the financial information set forth
in the ICM shall be pro rated to account for the period of time which elapses
following the date of the ICM through the date of closing. The EBITDA noted in
the ICM for the current year (relating to the period owned by the Company) will
be removed from the actual results of the Company without regard to the actual
results of the acquired entity. However, solely for purposes of determining
EBITDA growth in the following year, the EBITDA for the year in which the
acquisition occurred shall be adjusted to include the results of the acquired
entity as if it was owned for the full year (for such purpose, the EBITDA for
the period the acquired entity is not owned by the Company will equal the EBITDA
for such period indicated in the ICM; note: the EBITDA for the period the
acquired entity is owned by the Company will equal the actual EBITDA for such
period). Also, with respect to this EBITDA adjustment, if the acquired entity
does not report on a GAAP basis, reasonable adjustments will be made to the
extent necessary and appropriate to align the financial statements of the
acquired entity with GAAP. Any such adjustments should be included within the
ICM. TUG calculated for prior years shall not be adjusted due to this
calculation.
| 3. |
For
such acquisitions other than Small Acquisitions, Free Cash Flow shall be
adjusted to exclude the free cash flow results of the acquired entity for
the entirety of the fiscal year in which the acquisition occurs. The
amount of the Free Cash Flow adjustment will be exactly as set forth in
the applicable ICM used to review and approve the transaction.
Notwithstanding Company procedure, for purposes of this Plan, in the event
that any acquisition closes more than 90 days following the date of the
ICM, or in the event that an acquisition closes in the calendar year
following the date of the ICM, then an updated ICM will be required. For
all adjustments made pursuant to any ICM, whether an original ICM or an
updated ICM, the financial information set forth in the ICM shall be pro
rated to account for the period of time which elapses following the date
of the ICM through the date of closing. The Free Cash Flow noted in the
ICM for the current year will be removed from the actual results of the
Company without regard to the actual results of the acquired entity. Free
Cash Flow will be adjusted to exclude the total cash cost of the
acquisition (as reported) (i.e.,
total cash dispersed less cash acquired) plus non-amortization related
acquisition and integration related costs. |
| 4. |
For
acquisitions other than Small Acquisitions, but only those for which the
Company pays “total consideration” in excess of the “enterprise value
multiple” (determined by the Committee to equal 9), multiplied by the
acquired entity’s prior calendar year GAAP earnings before interest,
taxes, depreciation and amortization (as set forth in the ICM) (“Acquiree
EBITDA”), Free Cash Flow shall be adjusted.
|
For such
acquisitions, the total consideration paid by the Company in excess of the
“enterprise value multiple” (determined by the Committee to equal 9), multiplied
by Acquiree EBITDA (relating to the latest 12 month results immediately
preceding the month of the acquisition), if any, shall be referred to as the
“Acquisition Premium.” The Acquisition Premium shall not exceed “total
consideration” as defined above. Commencing in the year following the
acquisition (the “Base Year”), 25% of the Acquisition Premium shall be included
as a cash outflow from Free Cash Flow in such Base Year and in each of the three
years immediately following Base Year (such 4 year period, the “Acquisition
Premium Amortization Period”). Additional acquisition payments (such as earn-out
payments) and acquisition-related payments (i) shall be added to the Acquisition
Premium if paid by the Company during the Acquisition Premium Amortization
Period and shall be amortized ratably over the remaining years in the
Acquisition Premium Amortization Period and (ii) shall be included as a cash
outflow in the calculation of Free Cash Flow in the year paid by the Company if
paid by the Company in any year following the Acquisition Premium Amortization
Period.
| 5. |
Once
determined for a particular year, TUG or cumulative TUG used to determine
vesting is fixed and is not adjusted as a result of acquisitions,
dispositions or other transactions. |
EXHIBIT
10.2
CENDANT
CORPORATION
2004
PERFORMANCE
METRIC
LONG TERM
INCENTIVE PLAN
AWARD
AGREEMENT
Award
Agreement (this "Agreement"), dated as of April 26, 2005, by and between Cendant
Corporation, a Delaware corporation (the "Company"), and the grantee indicated
on Exhibit A attached hereto (the "Grantee") pursuant to the terms and
conditions of the Cendant Corporation Amended and Restated 2004 Performance
Metric Long Term Incentive Plan (the “Incentive Plan”) and the Cendant
Corporation equity award plan indicated on Exhibit A attached hereto (the equity
award plan applicable to the Award will be either the 1997 Stock Option Plan or
the 1999 Broad-Based Employee Stock Option Plan, referred to herein as the
"Stock Plan," and collectively with the Incentive Plan, the
“Plans”).
WHEREAS,
the Compensation Committee of the Company has the authority under and pursuant
to the Plans to grant awards to eligible key management personnel of the Company
and its subsidiaries; and
WHEREAS,
the Compensation Committee of the Company desires to grant an Award to the
Grantee subject to the terms and conditions of the Plans and this
Agreement.
In
consideration of the provisions contained in this Agreement, the Company and the
Grantee agree as follows:
1. The
Plans. The
Award granted to the Grantee hereunder is pursuant to the Plans. A copy of the
Incentive Plan and a prospectus for the Stock Plan are attached hereto and the
terms of such Plans are hereby incorporated in this Agreement. Terms used in
this Agreement which are not defined in this Agreement shall have the meanings
used or defined in the applicable Plan.
2. Award.
Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plans and this Agreement, the Company hereby grants
the Award indicated on Exhibit A attached hereto (the “Award”) to the
Grantee.
Upon the
vesting of the Award, as described in Section 3 below, the Company shall deliver
for each Performance-Vesting Restricted Stock Unit that becomes vested, one
share of Cendant Stock; provided,
however, that
the Grantee shall remain required to remit to the Company such amount that the
Company determines is necessary to meet all required minimum withholding
taxes.
3. Schedule
of Lapse of Restrictions. Subject
to Paragraph 4 below, the Performance-Vesting Restricted Stock Units granted
hereunder shall vest in the manner
set forth
on Exhibit A attached hereto, subject to the attainment of Performance Goals (as
defined in the Incentive Plan) set forth on Exhibit A attached hereto. Upon (i)
a “Change-of-Control Transaction” or (ii) the Grantee’s termination of
employment by reason of “Disability,” each as defined in the Incentive Plan, the
Award shall become immediately and fully vested, subject to any terms and
conditions set forth in the Incentive Plan and imposed by the
Committee.
4.
Termination
of Employment.
Notwithstanding any other provision of the Plans to the contrary, upon the
termination of the Grantee's employment with the Company and its subsidiaries
for any reason whatsoever (other than Disability), the Award, to the extent not
yet vested, shall immediately and automatically terminate; provided,
however, that
the Committee may, in its sole and absolute discretion, accelerate the vesting
of the Award, upon termination of employment or otherwise, for any reason or no
reason, but shall have no obligation to do so.
5. No
Assignment. This
Agreement may not be assigned by the Grantee by operation of law or otherwise.
6. No
Rights to Continued Employment; Loss of Office. Neither
this Agreement nor the Award shall be construed as giving the Grantee any right
to continue in the employ of the Company or any of its subsidiaries, or shall
interfere in any way with the right of the Company to terminate such employment.
Notwithstanding any other provision of the Plans, the Award, this Agreement or
any other agreement (written or oral) to the contrary, for purposes of the Plans
and the Award, a termination of employment shall be deemed to have occurred on
the date upon which the Grantee ceases to perform active employment duties for
the Company following the provision of any notification of termination or
resignation from employment, and without regard to any period of notice of
termination of employment (whether expressed or implied) or any period of
severance or salary continuation. Notwithstanding any other provision of the
Plans, the Award, this Agreement or any other agreement (written or oral) to the
contrary, the Grantee shall not be entitled (and by accepting an Award, thereby
irrevocably waives any such entitlement), by way of compensation for loss of
office or otherwise, to any sum or other benefit to compensate the Grantee for
the loss of any rights under the Plans as a result of the termination or
expiration of an Award in connection with any termination of employment. No
amounts earned pursuant to the Plans or any Award shall be deemed to be eligible
compensation in respect of any other plan of Cendant Corporation or any of its
subsidiaries.
7. Governing
Law. This
Agreement and the legal relations between the parties shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
effect to the conflicts of laws principles thereof.
8. Tax
Obligations. As a
condition to the granting of the Award and the vesting thereof, the Grantee
agrees to remit to the Company or any of its applicable subsidiaries such sum as
may be necessary to discharge the Company's
or such
subsidiary's obligations with respect to any tax, assessment or other
governmental charge imposed on property or income received by the Grantee
pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to
remit to the Company or an applicable subsidiary any and all required minimum
withholding taxes. Such payment shall be made to the Company or any applicable
subsidiary of the Company in a form that is reasonably acceptable to the
Company, as the Company may determine in its sole discretion.
9. Notices.
Any
notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage
prepaid, addressed, as appropriate, to the Grantee at the last address specified
in Grantee's employment records, or such other address as the Grantee may
designate in writing to the Company, or the Company, Attention: General Counsel,
or such other address as the Company may designate in writing to the
Grantee.
10. Failure
to Enforce Not a Waiver. The
failure of the Company to enforce at any time any provision of this Agreement
shall in no way be construed to be a waiver of such provision or of any other
provision hereof.
11. Amendments.
This
Agreement may be amended or modified at any time by an instrument in writing
signed by the parties hereto.
12. Authority. The
Compensation Committee of the Board of Directors of Cendant Corporation shall
have full authority to interpret and construe the terms of the Plans and this
Agreement. The determination of the Committee as to any such matter of
interpretation or construction shall be final, binding and conclusive on all
parties.
13. Rights
as a Stockholder. The
Grantee shall have no rights as a stockholder of the Company with respect to any
shares of common stock of Cendant Corporation underlying or relating to any
Award until the issuance of a stock certificate to the Grantee in respect of
such Award.
IN
WITNESS WHEREOF, this Agreement is effective as of the date first above
written.
| CENDANT CORPORATION | |
|
By:/s/
Henry R. Silverman
Henry R. Silverman
Chairman and Chief Executive
Officer |
EXHIBIT A
STATEMENT
OF AWARD
THIS
AWARD IS IN THE FORM OF PERFORMANCE VESTING RESTRICTED STOCK UNITS
Subject
to the terms and conditions of the Cendant Corporation Amended and Restated 2004
Performance Metric Long Term Incentive Plan and the applicable Cendant Stock
Option Plan (collectively, the “Plan”), you have been granted an award in the
form of Restricted Stock Units. Your Restricted Stock Units will vest only in
accordance with the following performance-based vesting schedule, your
continuous employment with Cendant through the applicable dates of vesting, and
the terms of the Plan and your Award Agreement.
Please
review the spelling of your name and address. If any of this information is
incorrect, please immediately contact the Cendant Stock Plan Administration
Department at (973) 496-7700.
Granted
To:
Social
Security #:
Award
Date: April 26,
2005
Cendant
Equity Plan:
Target
Units:
Exceed
Target Units: _____
Total
Units Awarded:
|
Tranche |
Target
Units,
%
of Total Units Awarded |
Exceed
Target Units,
%
of Total Units Awarded |
Cumulative
Total Units Awarded,
%
of Total Units Awarded |
Vesting
Date |
|
One |
12.5% |
0 |
12.5% |
April
27, 2006 |
|
Two |
12.5% |
0 |
25.0% |
April
27, 2007 |
|
Three |
12.5% |
0 |
37.5% |
April
27, 2008 |
|
Four |
12.5% |
50.0% |
100.0% |
April
27, 2009 |
|
Total |
50.0% |
50.0% |
100.0% |
|
Performance
Goals: |
Vesting
will be conditioned on the Company’s attainment of performance goals,
stated in terms of TUG. TUG is defined in the Incentive Plan.
|
Vestings
and Forfeiture Rules:
| (I)(A) |
If
Cendant attains a TUG rate of 11.400% or greater in respect of fiscal year
2005, then 100% of the
Tranche One Units will vest; or |
| (B) |
If
Cendant attains a TUG rate of 7.800% in respect of fiscal year 2005, then
50% of the Tranche One Units will vest.
|
| (C) |
If
Cendant attains a TUG rate of 6.000% in respect of fiscal year 2005, then
25% of the Tranche One Units will vest. No Tranche One Units will vest if
TUG over such period is less than 6.000%.
|
| (D) |
If
and to the extent vested in accordance with (A), (B) or (C) above, such
Tranche One Units will vest on April 27, 2006, but only if you have
remained continuously employed with Cendant through such
date.
|
|
(E)
|
Any
Tranche One Units which do not vest in April, 2006 in accordance with the
foregoing shall no longer be Tranche One Units, will thereafter be deemed
Tranche Two Units, and may vest (or not vest) in accordance with clause
(2) below. |
|
(2) (A) |
If
Cendant attains a cumulative TUG rate of 24.100% or greater in respect of
the period covering fiscal
years 2005 and 2006, then 100% of the cumulative Tranche Two Units will
vest; or
|
| (B) |
If
Cendant attains a cumulative TUG rate of 16.338% in respect of the period
covering fiscal years 2005 and 2006, then 50% of the cumulative Tranche
Two Units will vest.
|
| (C) |
If
Cendant attains a cumulative TUG rate of 12.457% in respect of the period
covering fiscal years 2005 and 2006, then 25% of the cumulative Tranche
Two Units will vest. No Tranche Two Units will vest if cumulative TUG over
such period is less than 12.457%.
|
|
(D)
|
If and to the extent vested in accordance with (A), (B) or
(C) above, all such cumulative Tranche Three Units will vest on April 27,
2008, but only if you have remained continuously employed with Cendant
through such date. |
|
(E)
|
Any Tranche Three Units which do not vest in April, 2008 in
accordance with the foregoing shall no longer be Tranche Three Units,
shall thereafter be deemed Tranche Four Units, and shall vest (or not
vest) in accordance with clause (4)
below. |
|
(3) (A) |
If Cendant attains a cumulative TUG rate of 38.247% or
greater in respect of the period covering fiscal
years 2005, 2006 and 2007, then 100% of the cumulative Tranche Three Units
will vest; or
|
| (B) |
If
Cendant attains a cumulative TUG rate of 25.692% in respect of the period
covering fiscal years 2005, 2006 and 2007, then 50% of the cumulative
Tranche Three Units will vest.
|
| (C) |
If
Cendant attains a cumulative TUG rate of 19.415% in respect of the period
covering fiscal years 2005, 2006 and 2007, then 25% of the cumulative
Tranche Three Units will vest. No Tranche Three Units will vest if
cumulative TUG over such period is less than 19.415%.
|
|
(D)
|
If
and to the extent vested in accordance with (A), (B) or (C) above, all
such cumulative Tranche Three Units will vest on April 27, 2008, but only
if you have remained continuously employed with Cendant through such
date. |
|
(E)
|
Any
Tranche Three Units which do not vest in April, 2008 in accordance with
the foregoing shall no longer be Tranche Three Units, shall thereafter be
deemed Tranche Four Units, and shall vest (or not vest) in accordance with
clause (4)
below. |
|
(4) (A) |
If
Cendant attains a cumulative TUG rate of 87.389% or greater in respect of
the period covering fiscal years 2005, 2006, 2007 and 2008, then 100% of
the Total Units Awarded (to the extent not already vested) will vest;
or
|
| (B) |
If
Cendant attains a cumulative TUG rate of 54.007% in respect of the period
covering fiscal years 2005, 2006, 2007 and 2008, then 50% of the Total
Units Awarded (less the number of units previously vested) will
vest.
|
| (C) |
If
Cendant attains a cumulative TUG rate of 26.918% in respect of the period
covering fiscal years 2005, 2006, 2007 and 2008, then 25% of the Total
Target Units Awarded (less the number of units previously vested) will
vest. No Tranche Four Units will vest if cumulative TUG over such period
is less than 26.918%.
|
| (D) |
If
and to the extent vested in accordance with (A), (B) or (C) above, all
such cumulative Tranche Four Units will vest on April 27, 2009, but only
if you have remained continuously employed with Cendant through such date.
|
| (E) |
Any
Tranche Four Units which do not vest in April, 2009 in accordance with the
foregoing will automatically terminate and become
forfeited. |
| (5) |
Any
Units which do not vest in accordance with (1) through (4) above on or
before April 27, 2009 will automatically terminate as of such date,
without any action taken by Cendant and without notice to you. In
accordance with the terms of the Incentive Plan, all outstanding Units
will automatically terminate upon your termination of employment with
Cendant for any reason, other than your Disability (as defined in the
Incentive Plan). |
| (6) |
In
computing the vesting percentages described in clauses (1) through (4)
above, interim levels of attained cumulative TUG performance will result
in interim levels of vesting percentage. Accordingly, in the event of a
cumulative TUG percentage below the 100% vesting level, and above 25%
vesting level, the percentage of applicable Units which will vest will be
determined by interpolating between the two most relevant levels of TUG
performance, on a straight-line basis. TUG results will be rounded to the
closest one-thousandth of one percent. The number of Units which vest in
accordance with the foregoing will be rounded to the nearest whole
number. |
| (7) |
All
performance results described above will be subject to the certification
and approval of the Compensation Committee. All decisions of the
Compensation Committee regarding attainment of performance goals and the
extent of vesting (or no vesting) in respect of all Awards shall be final
and binding on all parties, including Cendant and all
Participants. |
RETAIN
THIS NOTIFICATION AND YOUR AWARD AGREEMENT
WITH YOUR
IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.
EXHIBIT 10.3
CENDANT
CORPORATION
1999
NON-EMPLOYEE DIRECTORS
DEFERRED
COMPENSATION PLAN
AMENDED
AND RESTATED AS OF JANUARY 22, 2005
| 1. |
Purpose.
The purpose of the Cendant Corporation 1999 Non-Employee Directors
Deferred Compensation Plan (the "Plan") is to align the interests of
non-employee directors of Cendant Corporation (“Cendant”) with the
interests of Cendant stockholders by requiring and/or permitting such
directors to defer certain of their fees received for providing services
to Cendant in the form of Cendant stock
equivalents. |
| 2. |
Eligibility.
Directors of Cendant who are not also employees of Cendant (“Directors”)
are (i) with respect to elective deferrals, eligible to participate in the
Plan (subject to their irrevocable election to defer receipt of eligible
compensation) and (ii) with respect to required deferrals, required to
participate in the Plan. |
| 3. |
Administration.
The Plan will be administered by the Compensation Committee of the Board
of Directors of Cendant, or such other committee of the Board of Directors
designated by the Board of Directors from time to time (the
“Committee”). |
| 4. |
Deferral
of Compensation.
Subject to such rules, regulations and procedures that Cendant may
establish from time to time, and subject to the execution by a Director of
a valid deferral election, Directors may elect to defer all, but not less
than all, of their annual retainer fees, as well as such other fees and
payments determined by the Board of Directors or the Committee to be
either mandatory or eligible for deferral from time to time (collectively,
“Fees”) into the Plan. All Fees deferred into the Plan will be converted
into a number of Cendant Share Units. The number of Cendant Share Units
allocated to a Director's account will equal the amount of Fees deferred
into the Plan as of any given date (an “Allocation Date”), divided by the
fair market value of Cendant common stock, par value $0.01 per share
(“Cendant Stock”) as of the Allocation Date. For purposes of the Plan,
fair market value shall equal the closing price per share of Cendant Stock
as of the applicable Allocation Date, or such other reasonable formula
determined by the Committee. An Allocation Date will occur on each date
upon which any Director would otherwise become entitled to receive all or
any portion of any Fee, or as otherwise determined by the Committee. Each
Cendant Share Unit will be the equivalent of one share of Cendant
Stock. |
| 5. |
Election.
With respect to elective deferrals, in order to participate in the Plan, a
Director must complete a deferral election in such form, and at such time,
as determined by Cendant in its sole discretion, but in accordance with
IRS regulations applicable to the deferral of income. Once an election is
made, it may not be revoked; provided,
however,
that a Director may, no later than sixty (60) days prior to the beginning
of any calendar year, revoke an election to the extent applicable to such
|
|
calendar
year. No deferral election form is required with respect to Fees which are
required to be deferred into the Plan. |
| 6. |
Dividends.
Additional Cendant Share Units will be credited to a Director’s account in
respect of cash dividends and/or special dividends and distributions, if
any, on Cendant Stock, based on the number of Cendant Share Units credited
to such Director’s account as of the record date for such dividend or
distribution. Such additional units shall be credited on the next
Allocation Date following the payment date for such dividend or
distribution. The number of Cendant Share Units to be so credited shall be
equal to the quotient obtained by dividing (A) the product of (i) the
number of Cendant Share Units credited to such account on the dividend or
distribution record date and (ii) the dividend (or distribution value as
determined by the Committee in its sole discretion) per share of Cendant
Stock, by (B) the closing price of a share of Cendant Stock as of such
dividend payment date or distribution date. |
| 7. |
Adjustments.
If at any time the number of shares of Cendant Stock is increased or
decreased as the result of any stock dividend or distribution, stock
split, combination or reclassification of shares or any similar
transaction, the number of Cendant Share Units in a Director’s account
will be equitably adjusted, as determined by the Committee in its sole
discretion, to the extent necessary to preserve, but not increase, the
value of each Director’s account. |
| 8. |
Vesting.
Each Director will be fully and immediately vested in his or her account
under the Plan. |
| 9. |
Distribution
of Deferred Compensation.
Each Director (or his or her beneficiary) will receive a distribution of
his or her account (including units deferred prior to the date of any
amendment to the Plan), in the form of shares of Cendant Stock, on the
date which is seven months immediately following the date upon which such
Director is no longer a member of Cendant’s Board of Directors for any
reason. Distributions shall not occur prior to or following such date
under any circumstances. The number of shares of Cendant Stock payable to
a Director upon distribution will equal the number of Cendant Share Units
held in such Director’s account as of the date of such
distribution. |
| 10. |
Authorized
Shares.
Subject to the approval of the stockholders of the Cendant, a total of
500,000 shares of Cendant Stock shall be authorized and available to be
issued under the Plan. In the absence of such approval, a total of 80,000
shares of Cendant Stock shall be authorized and available to be issued
under the Plan. |
| 11. |
Successors
in Interest.
The obligations of Cendant under the Plan shall be binding upon any
successor or successors of Cendant, whether by merger, consolidation, sale
of assets or otherwise, and for this purpose reference herein to Cendant
shall be deemed to include any such successor or successors. The right of
Directors or that of any other person, to the payment of deferred
compensation or other benefits under this Plan may not be assigned,
transferred, pledged or encumbered except by will or by the laws of
descent and distribution. |
|
this
Plan may not be assigned, transferred, pledged or encumbered except by
will or by the laws of descent and
distribution. |
| 12. |
Miscellaneous. A
Director shall have only the interest of an unsecured general creditor of
Cendant in respect of Cendant Share Units allocated to his or her account.
All amounts deferred under the Plan shall remain the sole property of
Cendant, subject to the claims of its general creditors and available for
Cendant’s use until actually distributed to the Director. With respect to
amounts deferred under the Plan, the obligation of Cendant hereunder is
purely contractual and shall not be funded or secured in any way. The
Committee shall have the authority to adopt rules and regulations for
carrying out the Plan and to interpret, construe and implement the
provisions thereof. The distribution of deferred amounts under the Plan to
Directors shall be subject to applicable withholding
taxes. |
| 13. |
Governing
Laws.
This Plan shall be construed and enforced in accordance with, and governed
by, the laws of the State of New
Jersey. |
| 14. |
Termination
and Amendment of the Plan.
The Board of Directors of Cendant may terminate this Plan at any time. The
Board of Directors of Cendant may, without the consent of any Director or
beneficiary, amend the Plan at any time and from time to time;
provided,
however,
that no such amendment shall adversely affect the rights of any such
Director or beneficiary with respect to amounts previously deferred under
the Plan (as determined by the Committee in its sole
discretion). |
| 15. |
Interpretation.
Cendant intends that transactions under this Plan will be exempt under
amended Rule 16b-3 promulgated under Section 16 of the Securities Exchange
Act of 1934, as amended, unless otherwise determined by
Cendant. |
EXHIBIT
99
Elliot Bloom
CENDANT'S BOARD OF DIRECTORS DECLARES REGULAR QUARTERLY
CASH DIVIDEND OF $0.09 PER COMMON SHARE
New York, 04-26-2005 -- Cendant Corporation (NYSE: CD) today
announced that its board of directors declared its regular quarterly cash
dividend of $0.09 per common share, payable June 14, 2005 to stockholders of
record on May 23, 2005.
About Cendant Corporation
Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 80,000 employees, New York City-based Cendant provides these services to business and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at http://www.cendant.com.
Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 80,000 employees, New York City-based Cendant provides these services to business and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at http://www.cendant.com.
Media Contact:
Elliot Bloom
(212) 413-1832
Investor Contact:
Sam Levenson
(212) 413-1834
(212) 413-1834
Henry A. Diamond
(212) 413-1920