Avis 2008 Annual Report Download - page 189

ARTICLE IX – AMENDMENT AND TERMINATION
Except as expressly provided in Section 9.3 hereof, the Company, in its sole discretion, by action of its Board or other governing body
charged with the management of the Company, or its designee, may amend the Plan, in whole or in part, at any time.
This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the
Employer and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for,
the performance of the services by any Eligible Employee (or other employee). The Company reserves the right to terminate the Plan at
any time, subject to Section 8.3, by an instrument in writing which has been executed on the Company’s behalf by its duly authorized
officer. Upon termination, the Company may (a) elect to continue to maintain the Trust to pay benefits hereunder as they become due as
if the Plan had not terminated or (b) direct the Trustee to pay to Participants (or their beneficiaries) the balance of their Accounts no
sooner than twelve months and no later then 24 months after the Plan termination is effective.
For purposes of the preceding sentence, in the event the Company chooses to implement clause (b), such termination and liquidation of
the Plan shall be subject to the following limitations:
No amendment or termination of this Plan shall reduce the rights of any Participant with respect to amounts allocated to a Participant’s
Account prior to the date of such amendment or termination without the Participant’s express written consent.
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9.1
Amendment
9.2
Termination
(1)
The termination and liquidation may not occur proximate to a downturn in the financial health of the Company or the Employer;
(2) The Employer must terminate and liquidate all other plans, programs and arrangements it sponsors that would be aggregated with
the Plan under Treasury Regulation 1.409A-1(c) if any Participant had deferred compensation under such plans, programs and
arrangements; and
(3)
The Employer may not adopt a new plan that would be aggregated with the Plan under Treasury Regulation 1.409A
-
1(c) if any
Participant had participated in such plan for a period of three years following the date the termination and liquidation become
irrevocable.
9.3
Protection of Benefit