Dollar Rent A Car 2011 Annual Report Download - page 152

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(other than for taxes which are not delinquent and are being contested in good faith) or attachment shall be filed against the Company’ property, or an
involuntary petition to reorganize or liquidate the Company, pursuant to the Federal Bankruptcy Code, as it now exists or as it may hereafter be
amended, pursuant to any other analogous statute or law applicable to the Company now or hereinafter in effect, shall be filed against the Company
and shall not be dismissed, stayed or indemnified against within sixty (60) days; or a party, at any time during the Consulting Period, shall file a
petition in voluntary bankruptcy under any provision of any bankruptcy law or petition to take advantage of any insolvency act, shall make an
assignment for the benefit of its creditors.
For purposes of this Agreement, “ Consulting Cause” shall mean (i) Executive’s willful and continuous gross neglect in the provision of any
of the Consulting Services, (ii) an act of dishonesty on the part of Executive constituting a felony resulting or intended to result, directly or indirectly,
in his gain for personal enrichment at the expense of the Company or an affiliate (iii) Executive’s revocation of the Release set out in Section 7 or (iv)
Executive’s material breach of the provisions of Sections 4 through 6, inclusive of this Agreement.
(c) In consideration for the provision by Executive of the Consulting Services, the Company shall pay Executive the sum of
$200,000.00 for the Consulting Period, payable in monthly installments of $16,667 each during the Consulting Period (“ Consulting Fee”),
regardless of the actual amount of time devoted to the performance of Consulting Services by Executive, and regardless of whether Executive provides
any Consulting Services at all, even if the Company does not request or demand the same. The monthly installment shall be due and payable as of
the first day of each calendar month during the Consulting Period. For purposes of clarification, the parties intend that Executive will have a
“separation from service” within the meaning of Section 409A of the Code as of the Effective Date, and the Company and Executive currently intend
and anticipate that the amount of time Executive will provide Consulting Services during any month will be less than or equal to twenty percent
(20%)_of the average level of bona fide services performed during the thirty-six (36) month period preceding the Effective Date.
If (i) the Company terminates the Consulting Period for Consulting Cause or as a result of an Event of Default by Executive or (ii)
Executive terminates the Consulting Period other than as a result of an Event of Default by the Company, then the Company’s obligations to pay the
Consulting Fee shall immediately cease and the Company shall have no obligation to pay Executive any further amounts under this Agreement other
than any unpaid but accrued monthly retainer payments and the continuation of the COBRA payments pursuant to Section 2 (b).
5