Exhibit 10.2(c)
AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment to Employment Agreement (this "Amendment") dated as of
January 3, 2001, by and between Cendant Corporation (the "Company") and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement, dated as of September 12, 1997, as amended, governing the
terms of the Executive's employment with the Company (the "Employment
Agreement");
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has granted the Executive an option to purchase 1,000,000 shares of
common stock of the Company, dated as of the date hereof (the "January 2001
Option"); and
WHEREAS, the Company and the Executive desire that certain provisions
set forth in the Employment Agreement pertaining to the grant of Company options
to the Executive shall not apply to the January 2001 Option.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. The last sentence of Section VIII.C. of the Employment Agreement is hereby
amended and restated to read, in its entirety, as follows:
"In the event of any such resignation, any unvested stock options (BUT
SPECIFICALLY EXCLUDING THE JANUARY 2001 OPTION) held by the Executive
that would have vested during the thirty-six (36) months following the
date of such resignations shall become fully vested on the date of such
resignation and shall remain exercisable for the remainder of their
term without regard to such resignation, and any restrictions on any
shares of restricted stock held by the Executive that would have lapsed
during the thirty-six (36) months following the date of such
resignation shall lapse on the date of such resignation, in each case
notwithstanding anything to the contrary in any applicable stock option
or restricted stock agreements."
2. Except as otherwise provided in this Amendment, the Employment Agreement
shall remain in full force and effect.
3. This Amendment has been executed and delivered in the State of New Jersey
and its validity, interpretation, performance and enforcement shall be
governed by the laws of such state.
4. This Amendment may be executed in counterparts, of each which will be
deemed an original, but both of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
CENDANT CORPORATION
By: ------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇