Dollar Rent A Car 2011 Annual Report Download - page 164

iii. Voluntary. Upon the voluntary separation from service by Employee from the employ of the Company or its Subsidiaries
following the completion of the Performance Period (including Retirement as defined in Section 5 above), all Common Shares that
relate to Performance Units whose Vesting Date occurred prior to such termination but were not distributed prior to such
termination shall be distributed as provided in Section 5 and Employee shall immediately forfeit all other then-outstanding
Performance Units.
iv. Disability or Death. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries on
account of Employee’s Disability or death following the completion of the Performance Period (a) Common Shares that relate to
Performance Units whose Vesting Date occurred prior to such separation from service but were not previously distributed shall be
distributed pursuant to Section 5 of this Agreement, (b) a prorated portion of all other then-outstanding Performance Units will
immediately vest based on the number of days that Employee remained in the continuous employ of the Company or one of its
Subsidiaries from the first date of the Performance Period through the separation from service and the related Common Shares
shall be distributed as soon as practicable following such separation from service and in no event later than March 15 th of the
calendar year following the year in which Employee’s separation from service occurs and (c) the remainder of the Performance
Units held by Employee will be forfeited and no Common Shares will be distributed in respect of such Performance Units.
7.. Notwithstanding anything to the contrary in this Agreement or in Section 13 of the Plan, in the event of a Change in Control of
the Company while any Performance Units granted hereunder remain outstanding, the following provisions shall apply:
a. Change in Control Prior to the Completion of the Performance Period . In the event of a Change in Control prior to the Completion of the
Performance Period, the Performance Period will be deemed to have been completed for all purposes of this Agreement effective as of the
Change in Control, the ______ Management Objectives shall be deemed to have been met in full effective as of the Change in Control and
the Performance Units shall remain outstanding and continue to vest in accordance with the terms of this Agreement. Distribution of
Common Shares, or their equivalent, will be in accordance with Sections 5 and 6, as applicable.
b. Separation from Service without Cause on or following a Change in Control . Upon the separation from service of Employee from the
employ of the Company or its Subsidiaries by the Company without Cause on or following a Change in Control, all then-outstanding
Performance Units held by Employee will immediately vest and the related Common Shares will be distributed as set forth in Section
6(b)(ii).
c. Certain Separations from Service Pursuant to Employee Continuation Plan . If at the time of the Change in Control Employee is a
participant in the Company’s Second Amended and Restated Employment Continuation Plan dated December 9, 2008 as amended (the
“Continuation Plan”), then if Employee has a separation from service from the employ of the Company or its Subsidiaries pursuant to
Section 4(c) or 4(d) of such Continuation Plan, as applicable, all then-outstanding Performance Units held by Employee will immediately
vest and the related Common Shares will be distributed as set forth in Section 6(b)(ii) as though Employee had a separation from service
by the Company or its Subsidiaries without Cause.
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