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AMENDMENT TO EMPLOYMENT AGREEMENT
Mr. Henry R. Silverman
Cendant Corporation
9 West 57th Street, 37th Floor
New York, New York 10019
Dear Mr. Silverman:
Reference is made to that certain amended and restated employment agreement,
dated as of June 30, 1996, as amended to date, by and between Cendant
Corporation, the successor to HFS Incorporated ("Cendant") and you (the
"Agreement"). Capitalized terms used in this letter shall have the meanings
assigned to them in the Agreement unless otherwise defined herein. For good and
valid consideration, the receipt and sufficiency of which is hereby
acknowledged, Cendant and you hereby agree that the Agreement is hereby amended
as follows, effective as of May 15, 2000:
1. In the event that the Board shall determine that the Executive shall no
longer serve the Company in the capacity of President and/or Chief
Executive Officer, then so long as the Board permits the Executive to
continue to serve the Company in the capacity of Chairman of the Board
of Directors, such determination by the Board shall not be deemed a
termination of the Executive's employment by the Company (within the
meaning of Section 6(a)(iv) of the Agreement).
2. Section 1 of the Agreement is hereby amended to read, in its entirety,
as follows: "The employment of the Executive by the Company pursuant to
this Agreement will end on August 1, 2010."
This letter is intended to constitute an amendment to the Agreement and, as
amended hereby, the Agreement shall remain in full force and effect. In order to
evidence your agreement to the provisions of this letter, please sign and return
the enclosed copy of this letter, which shall constitute a binding agreement
between Cendant and you.
CENDANT CORPORATION
By: /s/ James E. Buckman
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James E. Buckman
Vice Chairman and General Counsel
Accepted and Agreed to as
of the date first above written:
/s/ Henry R. Silverman
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Henry R. Silverman
