Avis 2008 Annual Report Download - page 155

Option Shares that remain unexercised at the expiration of such exercise period shall terminate at such time.
7. Change in Control. Except as otherwise provided in any individual agreement between the Optionee and the Company, in the event of a
Change in Control, the Option Shares granted pursuant to this Agreement shall be treated in the manner set forth in Section 7 of the Plan.
8. Recapture Policy. If the Committee learns of any intentional misconduct by the Optionee that resulted in an increase to the number of
Options vesting pursuant to this Agreement, the Committee, to the full extent permitted by applicable law, in all appropriate cases, shall
cause any unexercised Options that vested as a result of such misconduct, whether or not vested, to terminate and shall seek reimbursement
of any gains realized on the exercise of any Options that vested as a result of such misconduct.
9.
Governing Law. This Agreement shall be governed by and construed under the internal laws of the State of Delaware.
10. Amendment: This Agreement may not be amended, terminated, suspended or otherwise modified except in a written instrument, duly
executed by both parties. Notwithstanding the above, the Company may amend, terminate, suspend, or otherwise modify the terms of the
Option (in whole or in part), at any time and without advance notice to the Optionee; provided, that, following any such action by the
Company, the Optionee receives an amended Option or a replacement award that, in the Company’s discretion, has a substantially
equivalent value to the Option prior to such action.
11.
Entire Agreement. This Agreement (and the other writings incorporated by reference herein) constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior written or oral negotiations, commitments, representations and
agreements with respect thereto.
AVIS BUDGET GROUP, INC.
By:
Title: