Avis 2009 Annual Report Download - page 154

within 15 days following the Release Date equal to the fair market value as of your termination of employment of your stock-based awards
which would have vested in accordance with their original vesting schedule by the one-year anniversary of your termination of employment;
provided that, to the extent required to achieve deductibility under Section 162(m) of the Internal Revenue Code of awards that vest based on the
achievement of performance criteria, with respect to any awards that vest based on the achievement of performance criteria, for performance
periods beginning after January 1, 2009, payment in respect of these awards shall not occur unless and until ACBR determines that all applicable
performance goals have been attained (and you or your beneficiary will receive such payment at the same time, and on the same basis, as awards
granted to other executive officers who are subject to the same performance goals vest).
In addition, if you experience a termination of employment from ABCR due to your “disability” or death, you or your beneficiary will receive a
lump sum cash payment within 15 days following the Release Date (or, in the event of your death, within 30 days of your death) equal to the fair
market value as of your termination of employment of all of your stock-based awards.
“Termination for Cause” shall mean: (i) your willful failure to substantially perform your duties as an employee of the Company or any
subsidiary (other than any such failure resulting from your incapacity due to physical or mental illness); (ii) any act of fraud, misappropriation,
dishonesty, embezzlement or similar conduct against the Company or any subsidiary; or (iii) conviction of a felony or any crime involving moral
turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal).
The payments and benefits described in this letter are intended to comply with Section 409A and, accordingly, to the maximum extent permitted,
the terms of this letter shall be interpreted and administered to be in compliance with Section 409A of the Internal Revenue Code (“Section
409A”). Notwithstanding anything to the contrary contained herein, to the extent required to avoid accelerated taxation and/or tax penalties
under Section 409A, you will not be considered to have terminated employment with ACBR for purposes of the benefits provided in this letter
and no payments shall be due to you on termination of employment hereunder until you are considered to have incurred a “separation from
service” from ACBR within the meaning of Section 409A. Each amount to be paid or benefit to be provided in this letter shall be construed as a
separate identified payment for purposes of Section 409A. Any payments described in this Agreement that are paid pursuant to a “
separation pay
plan” as described in Treas. Reg. 1.409A-1(b)(9)(iii) or that are due within the “short term deferral period” as defined in Section 409A shall not
be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein, to the extent required
in order to avoid accelerated taxation and/or tax penalties under Section 409A amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this letter (or any other plan or agreement of the Company providing you with payments or benefits upon your
separation from service) during the six-month period immediately following your separation from service shall instead be paid or provided on
the first business day after the date that is six months following your separation date (or death, if earlier).
The by-laws of the Company provide that officers will be indemnified for their authorized actions on behalf of our Company to the fullest extent
permitted under applicable law.
This severance pay as set forth in this letter is in lieu of and supersedes any other severance benefits otherwise payable to you under any other
agreement or severance plan of ABCR or its affiliates.
Regards,
Date:
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Understood and accepted: