Dollar Rent A Car 2011 Annual Report Download - page 163

5.. Except as otherwise provided herein, the Common Shares to be distributed hereunder upon the vesting of any Performance Units,
shall be distributed as soon as practicable following the applicable Vesting Date and in no event later than March 15 th of the calendar year following
the year in which the Vesting Date occurs. Notwithstanding the foregoing, if Employee is eligible to separate from service for Retirement as of the
Effective Date or could become eligible for Retirement after the Effective Date but prior to the last Vesting Date set out above (in each case, a
“Retirement Eligible Employee”), the Common Shares to be distributed in respect of a Performance Unit held by such Employee shall be distributed
on the earlier of (a) no later than ninety (90) days following the applicable Vesting Date and (b) no later than ninety (90) days following Employee’s
separation from service, if and to the extent the corresponding Performance Units are not forfeited on, prior to or in connection with such separation
from service. For purposes of this Agreement, a Retirement Eligible Employee may only separate from service for “Retirement” at or after the date
upon which such Employee has reached the age of sixty-two (62) years or older and has performed at least five (5) or more years of service for the
Company or its Subsidiaries. In no event will Employee have the right to designate the taxable year of any distribution of the Common Shares
hereunder.
6..
a. Separation from Service Prior to the Completion of the Performance Period .Except as otherwise provided in Section 7, upon Employee’s
separation from service with the Company or its Subsidiaries for any reason prior to the completion of the Performance Period, Employee
shall forfeit all Performance Units and no Common Shares will be issued or distributed to Employee hereunder.
b. Separation from Service Following the Completion of the Performance Period.
i. Involuntary With Cause. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries by
the Company or its Subsidiaries with Cause following the completion of the Performance Period, all Common Shares that relate to
Performance Units whose Vesting Date occurred prior to such termination but were not distributed prior to such termination shall
be distributed as provided in Section 5 and Employee shall immediately forfeit all other then-outstanding Performance Units. For
purposes of this Agreement, “Cause” shall have the same meaning as “Termination for Cause” set forth in Section 2(j)(v) of the
Plan.
ii. Involuntary Without Cause. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries
by the Company without Cause following the completion of the Performance Period, (a) Common Shares that relate to
Performance Units whose Vesting Date occurred prior to such separation from service but were not previously distributed shall be
distributed pursuant to Section 5 of this Agreement, (b) a prorated portion of all other then-outstanding Performance Units will
immediately vest based on the number of days that Employee remained in the continuous employ of the Company or one of its
Subsidiaries from the first date of the Performance Period through the separation of service and the related Common Shares shall
be distributed as soon as practicable following such separation from service and in no event later than March 15 th of the calendar
year following the year in which the separation from service occurs, and (c) the remainder of the Performance Units held by
Employee will be forfeited and no Common Shares will be distributed in respect of such Performance Units. Notwithstanding the
foregoing, if Employee is a Retirement Eligible Employee, the Common Shares relating to his or her then-outstanding Performance
Units will be distributed at the time specified in Section 5.
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