Exhibit 10.38


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (“Agreement”) dated as of October 14, 2003
between Worldwide Excellerated Leasing Ltd. (the “Company”) and William E.
Lobeck (the “Executive”) (together, the “Parties”).


 


WHEREAS, an Asset Purchase Agreement was entered into by and among ANC
Rental Corporation and the other Debtors listed on the signature pages thereto
and CAR Acquisition Company LLC and Cerberus Capital Management, L.P. (“Cerberus”),
dated as of June 12, 2003 (the “Purchase Agreement”);


 


WHEREAS, the Executive and Cerberus entered into a term sheet dated July 1,
2003 setting forth the terms and conditions of Executive’s future employment
and contemplating the execution of an employment agreement setting forth its
terms (the “Term Sheet”);


 


WHEREAS, the Parties wish to establish the terms of Executive’s future
employment with the Company; and


 


WHEREAS, for purposes of this Agreement, the Company may direct
that one or more of its subsidiaries fulfill the Company’s obligations under
this Agreement to pay Executive’s Base Salary and Bonus and provide the
benefits contemplated under Section 4.4 and the payments under Section 6;
provided, that, if the Company makes such direction, it shall fully guarantee
the prompt performance of those obligations and shall be jointly and severally
liable in the event that any such subsidiaries fails to timely perform those
obligation.


 


Accordingly, the Parties agree as follows:


 


1.                                       Employment and Acceptance. The Company shall employ the Executive, and
Executive shall accept employment, subject to the terms of this Agreement, on
the Closing Date, as defined in the Purchase Agreement (the “Effective Date”).


 


2.                                           Term. Subject to Section 6 of this Agreement, this Agreement and the
employment relationship hereunder will continue from the Effective Date until December 31,
2008 (the “Term”). There shall be no extension of this Agreement other than by
written agreement executed by both parties hereto. In the event of the
Executive’s termination of employment during the Term, the Company’s obligation
to continue to pay all base salary, as adjusted, bonus and other benefits then
accrued shall terminate except as may be provided for in Section 6 of
this Agreement or as required by law.


 


3.                                           Duties and Title.


 


3.1                                 Title. The Company shall employ the Executive to render exclusive and
full-time services to the Company and its subsidiaries, including, but not
limited to, Vanguard Car Rental USA Inc. (“Vanguard”). The Executive will serve
in the capacity of Chief Executive Officer of the Company and Vanguard, except
as set forth herein, and shall report solely and directly to the Board of
Directors of the Company (the “Board”) and shall serve as the most senior
executive officer for such of the Company’s subsidiaries as determined by the
Board for no additional consideration. The Executive may elect, during the
Term and after


 

















 


December 31, 2004, to resign his position as Chief Executive
Officer of the Company and such subsidiaries and to assume the position of
Chairman of the Board of the Company. Such an election by the Executive shall
not be deemed a termination of employment or a breach of this Agreement by
either of the Parties. Notwithstanding any provision contained herein to the
contrary, in no event may the Executive serve as Chief Executive Officer
and Chairman of the Board at the same time.


 


3.2                                 Duties. The Executive will have such authority and responsibilities and will
perform such executive duties related to the business of the Company and
its subsidiaries as are customarily performed by one holding such positions in
the same or similar businesses or enterprises as those of the Company and its
subsidiaries. The Executive will devote substantially all his full working-time
and attention (other than absences due to illness or vacation) to the
performance of such duties and to the promotion of the business and legitimate
interests of the Company and its subsidiaries. This provision, however, will
not prevent the Executive from: (a) investing his funds or assets in any form or
manner, (b) managing his personal, financial and legal affairs, or (c) from
acting as an advisor to or a member of, the board of directors or committees of
any companies, businesses, or charitable organizations, so long as such actions
do not violate the provisions of Section 7 of this Agreement or materially
interfere with the Executive’s performance of his duties hereunder (it being
expressly understood and agreed that Executive’s continuing to serve on any
such boards or committees on which Executive is serving, or with which
Executive is otherwise associated as of the Effective Date (as identified on Exhibit A
hereto) shall be deemed not to interfere with the performance by Executive of
his duties and responsibilities under this Agreement).


 


3.3                                 Member of the Board. During the Term, the Executive shall also
serve as a member of the Board and as a member of the board of directors of
Vanguard provided that he is elected to serve in accordance with the Company’s
and Vanguard’s by-laws and applicable law. During the Term, the Company shall
include the Executive in management’s slate of directors for the Board,
Vanguard’s board of directors and boards of directors of the Company’s
subsidiaries as determined by the Board. If Executive is not elected to serve
as a member of the Board or the Vanguard board of directors at any time during
the Term, he shall have Good Reason to terminate his employment under this
Agreement pursuant to Section 6.3 hereof.


 


4.                                       Compensation by the Company.


 


4.1                                 Base Salary. As compensation for all services rendered pursuant to this Agreement,
the Company will pay to the Executive, while holding the position of Chief
Executive Officer of the Company and any other position with the Company’s
subsidiaries, an annual base salary of Five Hundred Thousand and One Dollars
($500,001), payable in accordance with the payroll practices of the Company or
subsidiary of the Company directed to pay the Executive his base salary (“Base
Salary”). Each year during the Term, the Board will conduct a review of
Executive’s Base Salary and, in its sole discretion, the Board may increase,
but not decrease, Executive’s Base Salary. In the event that the Executive
elects to resign his position as Chief Executive Officer of the Company and to
assume the position of Chairman of the Company in accordance with the third
sentence of Section 3.1, Executive’s Base Salary shall be reduced, on the
effective date of such election, to eighty percent (80%) of the


 


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amount of his Base Salary at the time of such election and such Base
Salary shall be subject to annual increase, but not decrease, in the same
manner as provided in the immediately prior sentence. For the purposes of this
Agreement, “Base Salary” shall mean the Executive’s base salary as increased or
decreased (only to the extent Executive elects to resign as Chief Executive
Officer) pursuant to this Section 4.1.


 


4.2                                 Payment of Expenses for Preparation of
Employment-Related Documents.
Within five (5) business days after the Effective Date, the Company shall
make payment to the Executive’s legal counsel for documented legal fees and
expenses associated with the preparation of the Term Sheet, this Agreement, the
Stockholders Agreement, the Registration Rights Agreement, the Class A
Common Stock and Preferred Stock Purchase Agreement, the Class A Common
Stock Purchase Agreement, the Bye-Laws and such other related agreements,
provided, that, such legal fees and expenses shall not exceed $60,000.


 


4.3                                 Bonuses. For each calendar year during the Term, the Executive will be
entitled to participate in an annual bonus pool for senior executives which
will be based upon the achievement by the Company of worldwide consolidated
EBITDA related targets derived from the annual business plan presented by
management and approved by the Board (the “Target EBITDA”); provided that the
United States consolidated EBITDA meets a certain minimum threshold annually
approved by the Board (the “U.S. Target EBITDA”). Executive’s target bonus for
achieving Target EBITDA will be 100% of Base Salary and Executive’s minimum
bonus will be 75% of Base Salary for achieving 75% of Target EBITDA; provided
that at least 75% of U.S. Target EBITDA is achieved. Each annual bonus (“Bonus”)
will be calculated on a straight-line basis for EBITDA achievements between
targets where 100% of Base Salary corresponds to achievement of target EBITDA
and 75% of Base Salary corresponds to achievement of 75% of Target EBITDA.
Bonuses shall be paid within a reasonable time of receipt by the Board of the
audited financial statements of the Company for the respective year, but in any
event within 90 days following the end of the calendar year. Any Bonus will be
paid for a calendar year if Executive is employed on such year’s December 31
whether or not he so remains employed at the time such Bonus is actually paid.


 


(a)                                  2003 Bonus. Notwithstanding the foregoing, Executive’s Bonus for the remainder of
the 2003 calendar year (from the Effective Date to December 31, 2003) shall
be equal to Two Hundred Fifty Thousand Dollars ($250,000), subject to the
Company’s attainment of operating targets established by Cerberus prior to the
Closing Date as set forth in Exhibit B.


 


(b)                                 2004 Bonus. Notwithstanding the foregoing, the U.S. Target EBITDA for the 2004
Bonus will be $92 million and the Target EBITDA for the 2004 bonus will be as
determined by the Board in its sole discretion.


 


4.4                                 Participation in Employee Benefit Plans. The Executive shall be entitled, during the
Term, if and to the extent eligible, to participate in all of the applicable
benefit plans of the Company and its subsidiaries, including, but not limited
to, Vanguard, on a basis which is no less favorable than that of other senior
executives of the Company and its subsidiaries.


 


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4.5                                 Vacation. The Executive shall be entitled to four (4) weeks of paid
vacation per year. Vacation days for the each year shall be accrued in full on
the Effective Date and each anniversary thereafter during the Term. Executive
shall not be entitled to payment for unused vacation days upon the termination
of his employment except as set forth in Section 6 below. The carry-over
of vacation days shall be in accordance with Company or an applicable subsidiary’s
policy.


 


4.6                                 Expense Reimbursement. During the Term, the Executive shall be
entitled to receive reimbursement for all appropriate business expenses
incurred by him in connection with his duties under this Agreement in
accordance with the policies of the Company as in effect from time to time. In
addition, the Executive shall receive reimbursement for first class air
travel between Tulsa, Oklahoma and Fort Lauderdale or Boca Raton, Florida (or
such other location as the Company’s offices may be located) to visit his
family (whether or not business related), so long as the headquarters of the
Company are not relocated to Tulsa, Oklahoma; provided, that, if
Executive elects to make such trips by use of a private plane, the Company
shall reimburse Executive for such trips in an amount not to exceed what the
cost of first class air travel would have been had he used a commercial
carrier.


 


4.7                                 Stock Options or Restricted Stock. The Executive shall be eligible to
participate in a stock option or restricted stock plan established by the
Company (the “Equity Incentive Plan”) pursuant to the terms of the Equity
Incentive Plan and any applicable agreements thereunder as determined from time
to time by the Board.


 


5.                                       Location. The principal place of the Executive’s employment shall be at the
Company’s headquarters, which shall initially be in Fort Lauderdale or Boca
Raton, Florida. The Executive may present to the Board a proposal to
relocate the headquarters of the Company based on an analysis of the financial
and business benefits of such relocation to the Company. Any determination to
relocate the Company’s headquarters shall be made by the Board of the Company,
in its sole discretion, based upon its analysis of the best interests of the
Company’s business.


 


6.                                       Termination of Employment.


 


6.1                                 Death or Disability. If during the Term the Executive dies or
the Company terminates the Executive’s employment with the Company on account
of the Executive’s Disability (as defined below), the Executive, or the
Executive’s legal representatives (as appropriate), shall be entitled to
receive the following within thirty 30 business days following his death or
Disability:


 


(a)                                  the Executive’s accrued but unpaid Base
Salary, vacation pay and benefits set forth in Section 4.4, if any;


 


(b)                                 the unpaid portion of the Bonus, if any,
relating to the calendar year prior to the calendar year of the Executive’s
death or Disability, payable in accordance with Section 4.3;


 


(c)                                  a pro-rated portion of a bonus for the year
of the Executive’s death or Disability calculated by multiplying (i) the
bonus amount received by the


 


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Executive for the prior year by (ii) a fraction the numerator of
which is the number of days elapsed in such year prior to the date of the
Executive’s termination of employment due to death or Disability and the
denominator of which is 365; and


 


(d)                                 expenses reimbursable under Section 4.6
incurred but not yet reimbursed to the Executive.


 


For the purposes of this Agreement, “Disability” means as a result of a
physical or mental injury of illness, the Executive is unable to perform the
essential functions of his duties with or without reasonable accommodation for
six (6) consecutive months; provided that Executive has not returned to
work on a full time basis within thirty (30) days after a notice of termination
for Disability is given to Executive.


 


The determination as to whether the Executive suffers a “Disability”
shall be made by a licensed medical doctor selected by the Company and agreed
to by the Executive. If the parties cannot agree on a medical doctor, each
party shall select a medical doctor and the two doctors shall select a third
who shall be the approved medical doctor for this purpose. The Executive agrees
to submit to such tests and examinations as such medical doctor shall deem
appropriate.


 


6.2                                 By the Company for Cause or by the Executive
Without Good Reason or upon Expiration of the Term. If during the Term the Company terminates
Executive’s employment for Cause (as defined below), Executive terminates his
employment without Good Reason (as defined below) or upon Expiration of the
Term, the Executive shall be entitled to receive the following within 30
business days following his termination of employment:


 


(a)                                  the Executive’s accrued but unpaid Base
Salary, vacation pay and benefits set forth in Section 4.4, if any;


 


(b)                                 the unpaid portion of the Bonus, if any,
relating to the calendar year prior to the calendar year of the Executive’s
termination by the Company for Cause or by the Executive without Good Reason or
expiration of the Term, payable in accordance with Section 4.3; and


 


(c)                                  expenses reimbursable under Section 4.6
incurred but not yet reimbursed to the Executive.


 


For the purposes of this Agreement, “Cause” means (i) conviction
of, or plea of guilty or nolo contendere to, a felony; (ii) a willful and
intentional breach of the Agreement by Executive which is materially
economically harmful to the Company or its subsidiaries; (iii) willful
misconduct that is materially economically injurious to the Company or its
subsidiaries; (iv) the Executive’s willful contravention of a specific
lawful direction or directions from the Board which are consistent with his
duties and responsibilities as Chief Executive Officer or Chairman, as the case
may be; or (v) intentional breach of the Executive’s covenants set
forth in Section 7. No act, or failure to act, shall be considered “willful”
unless committed in bad faith and without a reasonable belief that the act or
omission was in the best interests of the Company or its subsidiaries. No
termination for Cause shall be effective unless made by a majority of the
Board, at a meeting of the Board, held for such purpose, where


 


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Executive and his counsel had an opportunity, on at least thirty (30)
days notice, to be heard before the Board.


 


For the purposes of this Agreement, “Good Reason”
means, without the Executive’s consent, (i) the failure of Executive to be
appointed as Chief Executive Officer of the Company or the hiring or retention
on any officer of the Company (other than a non-executive Chairman of the
Company) to serve in a capacity equal or senior to Executive (except in the
event that the Executive elects to resign his position as Chief Executive
Officer of the Company and to assume the position of Chairman of the Company in
accordance with the third sentence of Section 3.1); (ii) the failure
of the Executive to be elected a member of the Board, (iii) the assignment
to Executive of duties inconsistent with Executive’s status as Chief Executive
Officer or an adverse alteration in the nature of Executive’s duties and/or
responsibilities, reporting obligations, titles or authority (except in the
event that the Executive elects to resign his position as Chief Executive
Officer of the Company and to assume the position of Chairman of the Company in
accordance with the third sentence of Section 3.1); (iv) a reduction
by the Company in Executive’s Base Salary (other than as provided in Section 4.1)
or in the percentage of Base Salary on which the Executive’s Bonus is based; (v) the
relocation of Executive’s own office location; (vi) the Company’s failure
to provide any benefits due to be provided to Executive pursuant to Sections
4.2, 4.4 and 4.6, (vii) a material breach of this Agreement by the
Company; or (viii) the Company’s failure to relocate the headquarters of
the Company in accordance with the Executive’s proposal pursuant to Section 5
herein. The Company shall have thirty (30) days after receipt of notice from
the Executive in writing specifying the deficiency to cure the deficiency that
would result in Good Reason. For the avoidance of doubt, the alteration of the
Executive’s duties, responsibilities, reporting obligations, titles or
authority solely as a result of Executive’s election to resign his position as
Chief Executive Officer of the Company and to assume the position of Chairman
of the Board of the Company pursuant to Section 3.1 herein shall not
constitute Good Reason.


 


6.3                                 By the Company Without Cause or By the
Executive for Good Reason.
If during the Term the Company terminates Executive’s employment without Cause
or Executive terminates his employment for Good Reason, the Executive shall
notify the Company within twenty (20) days of notice of such termination as to
whether (i) he desires to receive the incremental severance payments set
forth in this Section 6.3 (in addition to the payments upon termination
specified in Section 6.2) and be subject to the non-competition provisions
contained in Section 7.3 or (ii) he desires to forego the incremental
severance payments set forth in this Section 6.3 and be permitted to
engage in conduct that would otherwise violate Section 7.3. In the event
the Executive elects to forego the incremental severance payments, he shall be
entitled to receive the payments upon termination set forth in Section 6.2
only. In the event that the Executive makes no election within such ten (10) day
period, the Executive shall be deemed to have elected to receive the
incremental severance payments set forth in this Section 6.3. In the event
Executive elects to receive the incremental severance payments, the Executive
shall be entitled to receive upon execution without revocation of a valid
mutual release agreement (substantially in a form attached hereto as Exhibit C,
the terms of which may change to reflect changes necessary to conform with
applicable law but shall still reflect the intent of the original release to
the maximum extent possible) and subject to Section 8 hereof:


 


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(a)                                  continued Base Salary, for the greater of (i) the
remainder of the Term or (ii) twelve (12) months, payable monthly the
first payment commencing no later than 10 business days after the Company
receives notice from the Executive that he elects to receive the incremental
severance payments set forth in this Section 6.3 (or is so deemed to have
elected to receive such payments); provided, that, if payments would continue
for more than twelve (12) months, the amount in excess of twelve (12) months
shall be paid to the Executive in a lump sum at the conclusion of the twelve
(12) month period; and


 


(b)                                 bonus payments in an aggregate amount equal
to the bonus amount received by the Executive for the year prior to the
calendar year of the Executive’s termination, payable in equal monthly
installments for twelve (12) months.


 


6.4                                 No Mitigation. The obligations of the Company to Executive
which arise upon the termination of his employment pursuant to this Section 6
shall not be subject to mitigation or offset.


 


6.5                                 Member of the Board. As long as Executive holds equity securities
of the Company or its successors or assigns that he has purchased (not
including equity acquired under an employee equity compensation plan, including
the Equity Incentive Plan), he shall remain as a member of the Board.


 


7.                                       Restrictions and Obligations of the Executive.


 


7.1                                Confidentiality. (a) During the course of the Executive’s
employment by the Company (prior to and during the Term), the Executive will
have access to certain trade secrets and confidential information relating to
the Company and its affiliates and subsidiaries and Cerberus (the “Protected
Parties”) which is not readily available from sources outside the Company. The
confidential and proprietary information and, in any material respect, trade
secrets of the Protected Parties are among their most valuable assets,
including but not limited to, their customer, supplier and vendor lists,
databases, competitive strategies, computer programs, frameworks, or models,
their marketing programs, manufacturer purchase program agreements, their
sales, financial, marketing, training and technical information (including but
not limited to technology covered by the Master Information Technology Services
Agreement, dated July 16, 2003, between Vanguard and Perot Systems
Corporation), and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the
Protected Parties create, develop, acquire or maintain their products and
marketing plans, target their potential customers and operate their retail and
other businesses. The Protected Parties invested, and continue to invest,
considerable amounts of time and money in their process, technology, know-how,
obtaining and developing the goodwill of their customers, their other external
relationships, their data systems and data bases, and all the information
described above (hereinafter collectively referred to as “Confidential
Information”), and any misappropriation or unauthorized disclosure of
Confidential Information in any form would irreparably harm the Protected
Parties. The Executive acknowledges that such Confidential Information constitutes
valuable, highly confidential, special and unique property of the Protected
Parties. The Executive shall hold in a fiduciary capacity for the benefit of
the Protected Parties all Confidential Information relating to the Protected
Parties and their businesses, which shall have been obtained by the Executive
during the Executive’s employment


 


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by the Company or its subsidiaries or as a consultant to Cerberus and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
Except as required by law or an order of a court or governmental agency with
jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or its subsidiaries or at any time thereafter, disclose
any Confidential Information, directly or indirectly, to any person or entity
for any reason or purpose whatsoever, nor shall the Executive use it in any
way, except in the course of the Executive’s employment with, and for the
benefit of, the Protected Parties or to enforce any rights or defend any claims
hereunder or under any other agreement to which the Executive is a party,
provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings (and
preparation for such proceeding) related thereto. The Executive shall take all
reasonable steps to safeguard the Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft. The Executive
understands and agrees that the Executive shall acquire no rights to any such
Confidential Information.


 


(b)                                 All files, records, documents, drawings,
specifications, data, computer programs, evaluation mechanisms and analytics
and similar items relating thereto or to the Business (for the purposes of this
Agreement, “Business” shall be as defined in Section 7.3 hereof), as well
as all customer lists, specific customer information, compilations of product
research and marketing techniques of the Company and its subsidiaries, whether
prepared by the Executive or otherwise coming into the Executive’s possession,
shall remain the exclusive property of the Company and its subsidiaries, and
the Executive shall not remove any such items from the premises of the Company
and its subsidiaries, except in furtherance of the Executive’s duties under any
employment agreement.


 


(c)                                  It is understood that while employed by the
Company or its subsidiaries, the Executive will promptly disclose to it, and
assign to it the Executive’s interest in any invention, improvement or
discovery made or conceived by the Executive, either alone or jointly with
others, which arises out of the Executive’s employment. At the Company’s
request and expense, the Executive will reasonably assist the Company and its
subsidiaries during the period of the Executive’s employment by the Company or
its subsidiaries and thereafter in connection with any controversy or legal
proceeding relating to such invention, improvement or discovery and in
obtaining domestic and foreign patent or other protection covering the same.


 


(d)                                 As requested by the Company and at the
Company’s expense, from time to time and upon the termination of the Executive’s
employment with the Company for any reason, the Executive will promptly deliver
to the Company and its subsidiaries all copies and embodiments, in whatever
form, of all Confidential Information in the Executive’s possession or within
his control (including, but not limited to, memoranda, records, notes, plans,
photographs, manuals, notebooks, documentation, program listings, flow charts,
magnetic media, disks, diskettes, tapes and all other materials containing any
Confidential Information) irrespective of the location or form of such
material. If requested by the Company, the Executive will provide the Company
with written confirmation that all such materials have been delivered to the
Company as provided herein.


 


7.2                                Non-Solicitation or Hire. During the Term and for a period of twelve
(12) months following the termination of the Executive’s employment for any
reason, the


 


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Executive shall not solicit or attempt to solicit, (a) any party
who is a corporate customer of the Company or its subsidiaries, for the purpose
of marketing, selling or providing to any such party any services or products
offered by the Company or its subsidiaries to such customer and relating to the
Business (as defined in Section 7.3) other than general solicitations to
the public and not directed specifically at a customer of the Company or (b) any
employee of the Company or any of its subsidiaries to terminate such employee’s
employment relationship with the Protected Parties in order, in either case, to
enter into a similar relationship with the Executive, or any other person or any entity in
competition with the Business of the Company or any of its subsidiaries or
(other than with respect to general employment solicitations to the public and
not directed specifically at employees of the Company and its subsidiaries).


 


7.3                                Non-Competition. During the Term and for a period of twelve
(12) months following the termination of Executive’s employment by the Company
without Cause or by the Executive for Good Reason (provided that Executive
elects to receive the severance payments set forth in Section 6.3), the
Executive shall not, whether individually, as a director, manager, member,
stockholder, partner, owner, employee, consultant or agent of any business, or
in any other capacity, other than on behalf of the Company or a subsidiary or.
affiliate, organize, establish, own, operate, manage, control, engage in,
participate in, invest in, permit his name to be used by, act as a consultant
or advisor to, render services for (alone or in association with any person,
firm, corporation or business organization), or otherwise assist any person or
entity that engages in or owns, invests in, operates, manages or controls any
venture or enterprise which engages or proposes to engage in the daily vehicle
rental business in the geographic locations where the Company and its
subsidiaries engage or propose to engage in such business (the “Business”).
Notwithstanding the foregoing, nothing in this Agreement shall prevent the
Executive from owning for passive investment purposes not intended to
circumvent this Agreement, equity or debt securities of any company; provided
such securities represent less than five percent (5%) of the publicly traded
voting securities of any company engaged in the Business (so long as the
Executive has no power to manage, operate, advise, consult with or control the
competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar
governing official of the competing enterprise other than in connection with
the normal and customary voting powers afforded the Executive in connection
with any permissible equity ownership).


 


7.4                                Property. The Executive acknowledges that all originals and copies of
materials, records and documents generated by him or coming into his possession
during his employment by the Company or its subsidiaries are the sole property
of the Company and its subsidiaries and affiliates (“Company Property”). During
the Term, and at all times thereafter, the Executive shall not remove, or cause
to be removed, from the premises of the Company or its subsidiaries, copies of
any record, file, memorandum, document, computer related information or
equipment, or any other item relating to the business of the Company or its
subsidiaries, except in furtherance of his duties under the Agreement. When the
Executive’s employment with the Company terminates, or upon request of the
Company at any time, the Executive shall promptly deliver to the Company all
copies of Company Property in his possession or control.


 


8.                                      Remedies; Specific Performance. The Parties acknowledge and agree that the
Executive’s breach or threatened breach of any of the restrictions set forth in
Section 7 will


 


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result in irreparable and continuing damage to the Protected Parties
for which there may be no adequate remedy at law and that the Protected
Parties shall be entitled to equitable relief, including specific performance
and injunctive relief as remedies for any such breach or threatened or
attempted breach. The Executive hereby consents to the grant of an injunction
(temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or
directing him to comply with any provision of Section 7. The Executive
also agrees that such remedies shall be in addition to any and all remedies, including
damages, available to the Protected Parties against him for such breaches or
threatened or attempted breaches. In addition, without limiting the Protected
Parties’ remedies for any breach of any restriction on the Executive set forth
in Section 7, except as required by law, the Executive shall not be
entitled to any payments set forth in Section 6.3(a) or (b) hereof
if the Executive breaches the covenant applicable to the Executive contained in
Section 7.3 and the Protected Parties will have no obligation to pay any
of the amounts that remain payable by the Company under Section 6.3(a) or
(b).


 


9.                                      Indemnification. The Company agrees, to the extent permitted
by applicable law and its organizational documents, to indemnify, defend and
hold harmless the Executive from and against any and all losses, suits,
actions, causes of action, judgments, damages, liabilities, penalties, fines,
costs or claims of any kind or nature pursuant to the Bye-Laws of the Company,
the by-laws of any of the Company’s subsidiaries or such other organizational
documents, as each may be amended from time to time. The Company shall
maintain appropriate directors’ and officers’ insurance covering the Executive
and shall advance any expenses to the Executive with respect to an Indemnified
Claim, unless prohibited by applicable law.


 


10.                                Other Provisions.


 


10.1                           Notices. Any notice
or other communication required or which may be given hereunder shall be
in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail,
postage prepaid, and shall be deemed given when so delivered personally,
telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4) days
after the date of mailing, as follows:


 


(a)                                  If the Company, to:


 


	
   

  	
  Worldwide Excellerated
  Leasing Ltd.

  
	
   

  	
  c/o Vanguard Car Rental
  USA Inc.

  
	
   

  	
  200 South Andrews Avenue

  
	
   

  	
  Ft. Lauderdale, Florida
  33301

  
	
   

  	
   

  
	
   

  	
  Attention: Board of
  Directors

  
	
   

  	
  Telephone:

  
	
   

  	
  Fax:

  
	
   

  	
   

  
	
   

  	
  and

  



 


10

















 


	
   

  	
  Schulte Roth &
  Zabel LLP

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
  Stuart D. Freedman, Esq.

  
	
   

  	
  Telephone:

  	
   

  	
  (212) 756-2000

  
	
   

  	
  Fax:

  	
   

  	
  (212) 593-5955

  



 


(b)                                If the Executive, to:


 


	
   

  	
  1132 South Lewis Avenue

  
	
   

  	
  Tulsa, Oklahoma 74104

  
	
   

  	
   

  
	
   

  	
  or such other address
  given to the Company by the

  Executive

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
   

  
	
   

  	
  Akin Gump Strauss Hauer &
  Feld LLP

  
	
   

  	
  590 Madison Avenue

  
	
   

  	
  New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Andrew Gaines, Esq.

  
	
   

  	
  Telephone: (212) 872-1061

  
	
   

  	
  Fax: (212) 872-1002

  



 


10.2                          Entire Agreement. This Agreement contains the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto,
including but not limited to the Term Sheet. Notwithstanding the foregoing, the
terms and conditions of (i) the Class A Common Stock Purchase
Agreement, dated as of October 14, 2003, among the Company, Cerberus
Vanguard Investor L.P., and (ii) the Class A Common Stock and
Preferred Stock Purchase Agreement, dated as of October 14, 2003, among
the Company, Cerberus Vanguard Investor L.P., and the Executive and the
Stockholders Agreement and Registration Rights Agreement shall continue to
apply in full force and effect in accordance with their terms.


 


10.3                             Representations and Warranties by Executive. The Executive represents and warrants that
he is not a party to or subject to any restrictive covenants, legal
restrictions or other agreements in favor of any entity or person which would
in any way preclude, inhibit, impair or limit the Executive’s ability to perform his
obligations under this Agreement, including, but not limited to,
non-competition agreements, non-solicitation agreements or confidentiality
agreements. The Company represents that the Company is not prevented from
entering into, or performing this Agreement by the terms of any law, order, rule or
regulation, its bylaws, charter or any agreements to which it is a party.


 


10.4                             Waiver and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may


 


11

















 


be waived, only by a written instrument signed by the Parties or, in
the case of a waiver, by the party waiving compliance. No delay on the part of
any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any right, power
or privilege hereunder, nor any single or partial exercise of any right, power
or privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.


 


10.5                                                   Governing Law, Dispute Resolution and Venue.


 


(a)                                  This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and not to be performed entirely within such state, without
regard to conflicts of laws principles.


 


(b)                                 The Company and Executive agree to arbitrate
any controversy or claim arising out of this Agreement or otherwise relating to
Executive’s employment by the Company or the termination of such employment to
the extent required (including, but not limited to, any claims of breach of
contract, wrongful termination or age, sex, race or other discrimination);
provided that the Company shall have the right to, and be permitted to, seek
and obtain injunctive relief from a court of competent jurisdiction pursuant to
Section 8 above in the state or federal courts located in the City of New
York, Borough of Manhattan. Any such arbitration shall be fully and finally
resolved in binding arbitration in a proceeding in the State of New York, City
of New York, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association before a single
arbitrator. The arbitrator shall not have the authority to modify or change any
of the terms of this Agreement, except as provided in Section 10.10
hereof. The arbitrator’s award shall be final and binding upon the Parties, and
judgment upon the award may be entered in any court of competent
jurisdiction in any state of the United States or country or application may be
made to such court for a judicial acceptance of the award and an enforcement as
the law of such jurisdiction may require or allow. The losing party
thereto as determined by the arbitrator shall bear the Parties costs incurred
in any such arbitration, including legal fees and expenses.


 


10.6                                                   Assignability by the Company and the
Executive. This Agreement,
and the rights and obligations hereunder, may not be assigned by the
Parties without written consent signed by the Parties. This Agreement shall not
bind successors of the Company unless agreed to in writing by the Executive.


 


10.7                                                  Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.


 


10.8                                                  Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of terms contained herein.


 


10.9                                                  Severability. If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for


 


12

















 


IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.


 


	
   

  	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ William E. Lobeck

  	
   

  
	
   

  	
   

  	
  William E. Lobeck

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORLDWIDE EXCELLERATED
  LEASING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bradley A. Gold

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Bradley A. Gold

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


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