Dollar Rent A Car 2011 Annual Report Download - page 165

d. Separation from Service with Cause Following the Change in Control Date . Upon the involuntary separation from service of Employee
from the employ of the Company or its Subsidiaries by the Company or its Subsidiaries with Cause following a Change in Control,
Employee shall immediately forfeit all unvested and outstanding Performance Units and no Common Shares will be distributed to
Employee hereunder. For purposes of this Section 7(d), if Employee is a participant in the Continuation Plan, such Employee will only be
deemed to have had a separation from service with Cause if his separation from service would be so treated pursuant to the Continuation
Plan.
8.. The Performance Units, including any interest therein, shall not be transferable or assignable, except as permitted in accordance
with Section 11 of the Plan.
9.. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities
laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the availability
of an exemption from the registration provisions thereof in respect of such transfer or assignment.
10.. Notwithstanding anything in this Agreement or the Plan to the contrary, if Employee, either during employment by the
Company or a Subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity, and the Board
shall so find, forthwith upon notice of such finding, Employee shall:
a. return to the Company, in exchange for payment by the Company of any amount actually paid therefore by Employee, all Common Shares
that Employee has not disposed of that were issued pursuant to this Agreement within a period of one (1) year prior to the date of the
commencement of such Detrimental Activity, and
b. with respect to any Common Shares so acquired that Employee has disposed of, pay to the Company in cash the difference between:
i. any amount actually paid therefore by Employee pursuant to this Agreement, and
ii. the Market Value Per Share of the Common Shares on the date of such acquisition.
c. To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts
that may be owing from time to time by the Company or a Subsidiary to Employee, whether as wages, deferred compensation or vacation
pay or in the form of any other benefit or for any other reason, except that the Company may not offset any amounts if and to the extent it
would cause an impermissible deferral or acceleration of the time of payment of an amount subject to Section 409A of the Code. The
Company shall not enforce remedies upon occurrence of a Detrimental Activity against Employee in excess of or beyond restrictions or
limitations under applicable law.
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