Dollar Rent A Car 2011 Annual Report Download - page 144

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25% of the PSUs will vest on 12/31/2013 and the remaining
75% of the PSUs will vest on 12/31/2014.
2. Except as provided in Section 6 below, Awards, if any, will be paid subsequent to the confirmation of the 2012 financial results of DTG. The
HRCC reserves the right to determine the appropriateness of Awards under the 2012 Plan after review of business conditions and the Company’s
continued viability after the close of the 2012 fiscal period. Awards may not be approved to be paid if it is determined by the HRCC that the
business is not stable and/or not properly positioned for success in 2012.
3. Except as provided in Section 6 below, Participants must be employed by the Company on the Award payment date to be eligible for an Award and
must be employed on each of the applicable vesting dates of the PSUs in order to receive them.
4. Employees who are hired or promoted into an eligible pay grade during 2012 may be considered for participation in the 2012 Plan on a prorated basis
based on the number of days worked during the year 2012 in such new pay grade.
5. Any special circumstances or exceptions not addressed in this 2012 Plan will be resolved by the President and Chief Executive Officer of DTG, in
his sole discretion but subject to approval of the HRCC. The HRCC further reserves the right to determine eligibility under the 2012 Plan and to
interpret and construe the terms of the 2012 Plan. The 2012 Plan may be amended, suspended or terminated by the HRCC.
6. If there is a “Change in Control” of the Company (within the meaning of the Company’s Second Amended and Restated Employment Continuation
Plan and the Employment Continuation Agreement with Scott L. Thompson, both dated December 9, 2008 (collectively, the “ Arrangements”) during
the 2012 fiscal year or in 2013 prior to the scheduled payment date for Awards under the 2012 Plan, the Awards will be paid (a) at the time provided
in the Arrangements in the case of Participants whose employment is terminated prior to the Award payment date under circumstances entitling them
to severance under the Arrangements and (b) on the Award payment date to Participants who remain employed by the Company through the Award
payment date. All Awards will be (i) in the form of a lump sum cash payment determined on a basis that is at least as favorable for each Participant
as the allocation methodology utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Compensation Plan and (ii) based
on the accounting accrual rate, annualized for 2012 (the same deemed to be the expected 2012 stand alone financial performance at the time of the
Change in Control) as of the date immediately prior to the Change in Control and as determined by the Board or the HRCC or based on the actual
performance for the 2012 fiscal year as determined at the time of payment, if greater.
2