Dollar Rent A Car 2011 Annual Report Download - page 153

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(d) The Company shall pay and reimburse Executive for all reasonable travel-related expenses paid or incurred by Executive with the
Company’s prior approval in connection with the performance of any of the Consulting Services outside of Tulsa, Oklahoma, no later than thirty
(30) days upon receipt of expense statements, vouchers or other evidence of expenses by Executive in a form specified by the Company and
consistent with its customary practices for employees.
(e) During the Consulting Period, Executive and the Company agree that the status of Executive will be that of an independent
contractor and nothing in this Agreement is intended or shall be construed to create or establish any agency, partnership or joint venture relationship
between the parties. During the Consulting Period, Executive will not be permitted to continue to participate in or accrue any further benefits under
any Company benefit plans, programs, agreements or arrangements by virtue of the consulting relationship.
(f) Notwithstanding any provision contained herein to the contrary, in the event Scott L. Thompson fails to be the President and/or CEO
of the Company for any reason, the unpaid portion of the annual Consulting Fee will become due and payable in full to Executive within 30 days of
such event.
4. Non-Competition Covenants. During the Consulting Period, Executive hereby undertakes and covenants with the Company as follows:
(a) Not to, directly or indirectly, own, manage, operate, join, invest in, control or participate in the ownership, management,
operation or control of, or provide assistance to or be associated with as a manager, employee, consultant, instructor, independent contractor or
subcontractor, any rental car company with national operations in the United States in competition with the Company or its affiliates without the
prior written consent of the Company, excluding ownership of not more than two percent (2%) of the outstanding capital stock of any corporation
having a class of stock traded on a nationally recognized exchange;
(b) Not to cause any injury, intentional or otherwise, to the customer goodwill and business reputation of the Company or its
affiliates including, but not limited to avoiding any action, conduct or statements which may reasonably be construed to be disparaging or negative
as to the Company and its officers, directors, employees or representatives; and
(c) Not to cause harm, intentional or otherwise, to the legitimate business interests of the Company or its affiliates, including but not
limited to the business relationships of the Company.
6