-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2y5tfl/hnKkvTtrutN0C2BZErfmTN++/onmQg0taCnbOgkzQXh15salRsyXuIjK Py62t9gb9Htlmrkw3hrWHQ== 0001140361-06-012002.txt : 20060817 0001140361-06-012002.hdr.sgml : 20060817 20060817161157 ACCESSION NUMBER: 0001140361-06-012002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060815 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENDANT CORP CENTRAL INDEX KEY: 0000723612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 060918165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124131800 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CUC INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMP U CARD INTERNATIONAL INC DATE OF NAME CHANGE: 19870914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCLAIN JOHN CENTRAL INDEX KEY: 0001128479 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10308 FILM NUMBER: 061041012 BUSINESS ADDRESS: STREET 1: C/O CENDANT STREET 2: 9 WEST 57TH ST 37TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124131836 MAIL ADDRESS: STREET 1: C/O CENDANT STREET 2: 9 WEST 57TH ST 37 FL CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc1.xml FORM 4 X0202 4 2006-08-15 0 0000723612 CENDANT CORP CD 0001128479 MCCLAIN JOHN 9 WEST 57TH STREET NEW YORK NY 10019 0 1 0 0 SVP, Chief Accounting Officer Common Stock (series designated CD stock) 2006-08-15 4 M 0 29044 0 A 39130 D Common Stock (series designated CD stock) 2006-08-15 4 F 0 11727 1.86 D 27403 D Restricted Stock Units 0 2006-08-15 4 M 0 4321 0 D 2004-04-22 Common Stock (series designated CD stock) 4321 0 D Restricted Stock Units 0 2006-08-15 4 M 0 8497 0. D 2005-04-27 Common Stock (series designated CD stock) 8497 0 D Restricted Stock Units 0 2006-08-15 4 M 0 16226 0 D 2005-04-27 Common Stock (series designated CD stock) 16226 0 D Represents restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis. Represents tax withholdings in connection with the vesting of 29,044 shares of performance vesting restricted stock units on August 15, 2006. Original grant vests in four equal installments on April 22, 2004, 2005, 2006 and 2007. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. One-half of the original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2008, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 11,328 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005. One-half of the original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2008, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 16,225 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005. Expiration date not applicable. Jean M. Sera, by Power of Attorney for John McClain 2006-08-16 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5


KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints each of Karen C. Sclafani and Jean M. Sera or any of them, each acting alone, his true and lawful attorney-in-fact to:

   
(1)
execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5 relating to the securities of Cendant Corporation, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

   
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Form 3, Form 4 or Form 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and

   
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by Cendant Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of July 2006.

By:
 /s/ John T. McClain
 
John T. McClain

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