Dollar Rent A Car 2011 Annual Report Download - page 170

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(c) Change in Control. Notwithstanding the provisions of Section 3(a), upon a Change in Control prior to the Vesting Date, all Restricted
Stock Units granted pursuant to this Agreement shall become immediately vested, non-forfeitable and Common Shares shall be issued to
the Non-Employee Director on the Change of Control Date, unless otherwise provided in a timely executed deferral agreement.
Notwithstanding the foregoing, for purposes of clarification and as provided in the Plan, in no event shall payment of Restricted Stock
Units, to the extent they are subject to Section 409A of the Code, be accelerated as a result of a Change in Control unless the events that
have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial
Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.
4. Assignability. Neither this grant nor the Restricted Stock Units that may be awarded hereunder shall be assignable, except as permitted in
accordance with Section 11 of the Plan.
5. Securities Laws Requirements. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state
securities laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the
availability of an exemption from the registration provisions thereof in respect of such transfer or assignment.
6. Integrated Agreement. This Agreement shall consist of its terms and those terms of the Plan which are relevant to this Agreement and both shall be
read together.
7. Weekends, Holidays. If the last or appointed day for the taking of any action required or the expiration of any right granted herein shall be a
Sunday, or a Saturday or shall be a legal holiday or a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to
remain closed, then such action may be taken or right may be exercised on the next succeeding day which is not a Sunday, a Saturday or a legal
holiday and not a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed.
8. Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of the Non-Employee Director under this Agreement without the Non-
Employee Director's consent.
9. Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be
valid and fully enforceable.
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