Avis 2008 Annual Report Download - page 157

6. Dividends . Additional Avis Share Units will be credited to a Director’s account in respect of cash dividends and/or special dividends
and distributions, if any, on Avis Stock, based on the number of Avis Share Units credited to such Director’s account as of the record date for
such dividend or distribution. Such additional units shall be credited on the next Allocation Date following the payment date for such dividend or
distribution. The number of Avis Share Units to be so credited shall be equal to the quotient obtained by dividing (A) the product of (i) the
number of Avis Share Units credited to such account on the dividend or distribution record date and (ii) the dividend (or distribution value as
determined by the Committee in its sole discretion) per share of Avis Stock, by (B) the closing price of a share of Avis Stock as of such dividend
payment date or distribution date.
7. Adjustments . If at any time the number of shares of Avis Stock is increased or decreased as the result of any stock dividend or
distribution, stock split, combination or reclassification of shares or any similar transaction, the number of Avis Share Units in a Director’s
account will be equitably adjusted, as determined by the Committee in its sole discretion, to the extent necessary to preserve, but not increase,
the value of each Director’s account. In connection with the separation of Avis’s predecessor (Cendant Corporation) into three independent
public companies, a Director’s account was credited with a number of common stock units of Wyndham Worldwide Corporation and Realogy
Corporation to preserve, but not increase, the value of each Director’s account. Each such common stock unit represents the equivalent of one
share of Wyndham Worldwide Corporation stock or Realogy Corporation stock, respectively.
8. Vesting . Each Director will be fully and immediately vested in his or her account under the Plan.
9. Distribution of Deferred Compensation
. Except as provided in Section 3(b) hereof or in the last sentence of this Section 9, each Director
(or his or her beneficiary) will receive a distribution of his or her account (including units deferred prior to the date of any amendment to the
Plan), in the form of shares of Avis Stock or Wyndham Corporation stock, as the case may be, on the date which is seven months immediately
following the date upon which such Director is no longer a member of Avis’s Board of Directors for any reason. Distributions shall not occur
prior to or following such date under any circumstances. The number of shares of Avis Stock payable to a Director upon distribution will equal
the number of Avis Share Units held in such Director’s account as of the date of such distribution. The number of shares of Wyndham
Worldwide Corporation Stock payable to a Director upon distribution will equal the number of Wyndham Worldwide Corporation common
stock units held in such Director’s account as of the date of such distribution. Notwithstanding the above, the Committee may, in its sole
discretion, provide a Director with an election to receive a cash distribution equal in value to the Wyndham Worldwide Corporation stock which
would otherwise be distributable.
10. Authorized Shares . A total of 500,000 shares of Avis Stock shall be authorized and available to be issued directly under the Plan as
previously approved by the stockholders of Avis. Additional shares of Avis Stock shall be issued under the Avis Budget Group, Inc. 2007 Equity
and Incentive Plan and subject to the limitations therein.
11. Successors in Interest . The obligations of Avis under the Plan shall be binding upon any successor or successors of Avis, whether by
merger, consolidation, sale of assets or otherwise, and for this purpose references herein to Avis shall be deemed to include any such successor
or successors. The right of Directors or that of any other person, to the payment of deferred compensation or other benefits under this Plan may
not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.
12. Miscellaneous . A Director shall have only the interest of an unsecured general creditor of Avis in respect of all amounts allocated to
his or her account. All amounts deferred under the Plan shall remain the sole property of Avis, subject to the claims of its general creditors and
available for Avis’s use until actually distributed to the Director. With respect to amounts deferred under the Plan, the obligation of Avis
hereunder is purely contractual and shall not be funded or secured in any way. The Committee shall have the authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe or implement the provisions thereof. The distribution of deferred amounts under
the Plan to Directors shall be subject to applicable withholding taxes.
13.
Governing Laws
. This Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of New Jersey.