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Avis Rent-A-Car - EMPLOYEE MANAGEMENT AGREEMENT
EMPLOYEE MANAGEMENT AGREEMENT
EMPLOYEE MANAGEMENT AGREEMENT, dated as of ________ 1997, (this "Agreement"), among Avis Rent A Car System, Inc., a Delaware Corporation ("ARACS") and HFS Incorporated, a Delaware corporation ("HFS").
WHEREAS, HFS and ARACS have entered into a Reservation Services Agreement dated as of the date hereof (the "Services Agreement") pursuant to which HFS will provide certain services (as described in the Services Agreement) to ARACS, on the terms and subject to the conditions set forth in the Services Agreement;
WHEREAS, HFS and ARACS share certain computer and reservation facilities in Tulsa, Oklahoma and Virginia Beach, Virginia (the "Facilities") pursuant to certain lease arrangements;
WHEREAS, HFS and ARACS have determined that it would be in their best interest and in the interest of the employees at such facilities to provide the flexibility for such employees to provide services to HFS; and
WHEREAS, HFS and ARACS have determined the positions of the employees that will be under the management of, and provide services to HFS pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:
Section 1. General. Schedule A hereto identifies the positions of those employees at the Facilities who, in accordance with the provisions of this Agreement, shall be managed by, and under the direction of, HFS (the "HFS Managed Employees").
Section 2. Management Period.
(a) Employee Management. During the period commencing on the date hereof and ending on a day which is three (3) months after the date on which HFS gives ARACS notice of its intent to terminate this Agreement (the "Management Period"), each HFS Managed Employee shall, unless otherwise directed by HFS, remain an employee of ARACS. During the Management Period, or until such earlier time as any such HFS Managed Employee ceases to be an employee of ARACS, such HFS Managed Employee shall be managed by, and under the direction of, HFS.
(b) Treatment of HFS Managed Employee Expenses. ARACS shall, within 15 days following the end of each month that ends within the Management Period, furnish to HFS a written summary of all compensation, benefit and other costs and expenses incurred by ARACS in connection with its retention of the HFS Managed
Employees as employees during such month (or portion thereof) (including the costs of providing severance, if any, and continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, with respect to any HFS Managed Employee who becomes eligible therefor during the Management Period). ARACS, at HFS's request, will make available all documentation reasonably requested by HFS to substantiate the amount of such charges. The parties agree that the aggregate of such costs and expenses incurred by ARACS for services performed on behalf of ARACS or pursuant to the Services Agreement by the HFS Managed Employees shall be considered part of the cost of receiving the services pursuant to the Services Agreement and that no amount shall be required to be reimbursed to ARACS by HFS in respect of any such costs and expenses incurred in respect of the HFS Managed Employee during the Management Period.
Section 3. Hiring Option. HFS shall have the right to hire the Managed Employee(s) upon (i) three (3) months notice to ARACS or (ii) termination of Services Agreement. If HFS hires any HFS Managed Employee pursuant to the foregoing sentence, ARACS shall not be permitted to solicit for employment or employ any HFS Managed Employee for a period of one (1) year thereafter.
Section 4. Indemnity. HFS agrees to indemnify ARACS against, and agrees to hold it harmless from, any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees) and other liabilities and obligations incurred or suffered as a result of any claim by a HFS Managed Employee that arises under federal, state or local statute(s) (including, without limitation, Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Americans With Disabilities Act, as amended, and all other statutes regarding the terms and conditions of employment), regulation(s) or ordinance(s), under the common law or equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between HFS and the HFS Managed Employees, relating in any manner whatsoever to actions, events or omissions that occurred relating to the selection of the HFS Managed Employees by HFS or the services performed by the HFS Managed Employees for HFS.
ARACS agrees to indemnify HFS against, and agrees to hold it harmless from, any and all claims, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees) and other liabilities and obligations incurred or suffered as a result of any claim by a HFS Managed Employee that is based on acts or omissions of ARACS and arises under federal, state, or local statute(s) (including, without limitation, Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Americans with Disabilities Act, as amended, and all other statutes regarding the
terms and conditions of employment), regulation(s) or ordinance(s), under the common law or equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between ARACS and the HFS Managed Employees, relating in any manner whatsoever to actions, events or omissions that occurred relating to the acts or omissions of ARACS in connection with the selection of the HFS Managed Employees by HFS or the acts or omissions of ARACS in conection with the services performed by the HFS Managed Employees for HFS.
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