2011 Executive Bonus Plan



 Exhibit 10.38 
 Zipcar, Inc. 
 2011 Executive Bonus Plan 

Bonus Metrics 
 Bonus payments for
Zipcar, Inc. executives for fiscal 2011 shall be based upon the achievement of the following metrics: 
  

	 	1.	Financial Targets that shall have an overall 80% weighting; and 

  

	 	2.	Individual Targets, or MBOs, that shall have an overall 20% weighting. 

 The Financial Targets shall be those that have been approved by the Board of Directors and are comprised of three factors: 
  

	 	1.	Revenue, which will have a 50% weighting (the “Revenue Target”); 


 

	 	2.	EBITDA, which will have a 25% weighting (the “EBITDA Earnings Target”); and 


 

	 	3.	Adjusted EBITDA, which will have a 25% weighting (the “Adjusted EBITDA Earnings Target”). 


Calculation of Bonus Payouts Based on Financial Targets 
 No bonus payment shall be made with respect to a Financial Target unless the following minimum percentage of such Target is achieved: 

 

	 	•	 	 at least 85% of the Revenue Target; 


  

	 	•	 	 at least 85% of the EBITDA Earnings Target; or 


  

	 	•	 	 at least 75% of the Adjusted EBITDA Earnings Target. 


 Bonus Payouts shall be straight-lined; the following is an example of certain target levels: 
  

	 	A.	For the Revenue or EBITDA Earnings Target: 

  

	 	i.	Achievement of 85% of the target will equal a 25% bonus payout for such target 


 

	 	ii.	Achievement of 90% of the target will equal a 50% bonus payout for such target 


 

	 	iii.	Achievement of 95% of the target will equal a 75% bonus payout for such target 


 

	 	iv.	Achievement of 100% of the target will equal a 100% bonus payout for such target 


 

	 	B.	For the Adjusted EBITDA Earnings Target: 

  

	 	i.	Achievement of 75% of the target will equal a 25% bonus payout for such target 


 

	 	ii.	Achievement of 80% of the target will equal a 40% bonus payout for such target 


  
 1 









	 	iii.	Achievement of 85% of the target will equal a 55% bonus payout for such target 


 

	 	iv.	Achievement of 90% of the target will equal a 70% bonus payout for such target 


 

	 	v.	Achievement of 95% of the target will equal a 85% bonus payout of such target 


 

	 	vi.	Achievement of 100% of the target will equal a 100% bonus payout of such target 

 Calculation of Bonus Payouts Above 100% 
 If the Company achieves at least 85% of each of
the Revenue Target and EBITDA Earnings Target and at least 75% of the Adjusted EBITDA Earnings Target, then to the extent the achievement of any of the Financial Targets is greater than 100%, bonus payouts associated with such target or targets may
exceed 100% as described below (“Additional Bonus Amounts”). In no event would Additional Bonus Amounts actually paid out be in excess of 20% of actual Adjusted EBITDA for 2011. Additional Bonus Payments will be straight-tlined on the same
basis as set forth above. For example 
  

	 	A.	Achieving 105% of the Revenue Target or the EBITDA Earnings Target would result in a 125% bonus payout and achieving 110% would result in a 150% bonus payout. In no
event would a bonus payout exceed 150% for either the Revenue Target or the EBITEDA Earnings Target. 

  

	 	B.	Achieving 105% of the Adjusted EBITDA Earnings Target would result in a 115% bonus payout, achieving 110% would result in a 130% bonus payout, achieving 115% would
result in a 145% bonus payout, and achieving 116.7% would result in a 150% bonus payout. In no event would a bonus payout exceed 150% for the Adjusted EBITEDA Earnings Target. 


  
 2