Dollar Rent A Car 2011 Annual Report Download - page 145
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Further, if there is a Change in Control of the Company (within the meaning of the Arrangements) during the 2012 fiscal year or in 2013 prior to the
scheduled payment date for Awards under the 2012 Plan, the target bonus opportunity for a Participant referenced in the Arrangements will be
deemed to be the percentage allocation utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Plan for such Participant as
updated to reflect the 2012 EBITDA pool and using the accounting accrual rate, annualized for 2012 and as determined by the Board or the
HRCC, as of the date immediately prior to the Change in Control. In the event there are individuals who are Participants in the 2012 Plan but were
not in the 2011 Executive Incentive Plan, then the percentage allocation for such new Participants will be the average of the percentage allocation of all
Participants holding a like office as set forth in the 2011 Executive Incentive Plan.
7. If a Participant in the 2012 Plan, during his or her employment with the Company or within six (6) months following the payment of the Award,
engages in any material Detrimental Activity (defined below), and the Board of Directors of DTG (or any committee as delegated by the Board) (the
“Board”) shall so find, the Participant shall return to the Company all or so much of the Award (as determined by the Board) made to the Participant
under the 2012 Plan. To the extent the amount of the Award is not fully paid and returned to the Company, the Company may set off the amount
payable to it against any amounts that may be owing from time to time to the Participant, whether as wages, deferred compensation or vacation pay
or in the form of any other benefit.
As used herein, “Detrimental Activity” means:
(i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any service,
system, or business activity for which the Participant has had any direct responsibility during the last two years of his or her employment
with the Company, in any territory in which the Company manufactures, sells, markets, services, or installs such product, service, or
system, or engages in such business activity.
(ii) Soliciting any employee of the Company to terminate his or her employment with the Company.
(iii) The disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from
the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company, acquired by
the Participant during his or her employment with the Company or while acting as a consultant for the Company thereafter.
3