Dollar Rent A Car 2011 Annual Report Download - page 157

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other party, assign,
transfer, or delegate this Agreement or any rights or obligations hereunder except as expressly provided in subparagraphs (a) and (b) of this
Paragraph 8.
(d) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, operation of law or
otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform this Agreement.
9. Notices. For all purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given
when delivered, addressed to the Company (to the attention of the Chief Executive Officer at its principal executive offices and to Executive at his principal
residence then on file with the Company, or to such other address as either party may have furnished to the other in writing and in accordance herewith.
10. Taxes, Payments, Section 409A etc. Executive acknowledges and agrees that he shall be responsible for his share of any and all Federal, State
and/or local taxes applicable to the payments made, and benefits provided or made available, to Executive pursuant to this Agreement and further agrees to
indemnify the Company against any liability as a result of those taxes. The parties agree that the Company will be entitled to withhold from any payments or
benefits under this Agreement any amounts required to be withheld. Executive shall be solely responsible for all income, sales, use, excise and other taxes
imposed on the compensation payable and benefits provided to Executive in connection with any payments made to him for his performance of services as an
independent contractor. Executive shall pay all such taxes, and shall hold harmless the Company from any liability and expense by reason of Executive's
failure to pay such taxes, charges or contributions.
The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance
promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement
shall be interpreted to be in compliance therewith. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or in-kind benefits are subject to Section 409A of the
Code. All expenses or other reimbursements paid pursuant herewith that are taxable income to Executive shall in no event be paid later than the end of the
calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that
provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided,
during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
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