abgemployeestockpurchaseplan.htm


    Exhibit
      10.2

     

    AVIS
      BUDGET GROUP, INC.

    EMPLOYEE
      STOCK PURCHASE PLAN

     

     

    ARTICLE
      I

    PURPOSE
      AND SCOPE OF THE PLAN

     

    
      	
              1.1

            	
              Purpose

            


    

     

    The
      Avis
      Budget Group, Inc. Employee Stock Purchase Plan is intended to encourage
      employee participation in the ownership and economic progress of the
      Company.

     

    
      	
              1.2

            	
              Definitions

            


    

     

    Unless
      the context clearly indicates otherwise, the following terms have the meaning
      set forth below:

     

     

    Board
      of Directors or Board shall mean the Board of Directors of the
      Company.

     

     

    Code
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      together with any applicable regulations issued thereunder.

     

     

    Committee
      shall mean the Board, or a committee designated by the Board to administer
      the
      Plan, which Committee shall administer the Plan as provided in Section 1.3
      hereof.

     

     

    Company
      shall mean Avis Budget Group, Inc., a corporation organized under the laws
      of
      the State of Delaware, or any successor corporation.

     

     

    Compensation
      shall mean the fixed salary or base hourly wage paid by the Company to an
      Employee as reported by the Company to the United States government (or other
      applicable government) for income tax purposes, including an Employee’s portion
      of salary deferral contributions pursuant to Section 401(k) of the Code and
      any
      amount excludable pursuant to Section 125 of the Code, but excluding any
      commissions, bonus, fee, overtime pay, severance pay, expenses, stock option
      or
      other equity incentive income, or other special emolument or any credit or
      benefit under any employee plan maintained by the Company.

     

     

    Continuous
      Service shall mean the period of time, uninterrupted by a termination of
      employment (other than a termination as a result of a transfer of employment
      among the Company or a Designated Subsidiary), that an Employee has been
      employed by the Company or a Designated Subsidiary (or any combination of the
      foregoing) immediately preceding an Offering Date. Such period of time shall
      include any approved leave of absence.

     

     

    Designated
      Subsidiary shall mean any subsidiary of the Company that has been
      designated by the Committee to participate in the Plan.

     

     

    Employee
      shall mean any full-time or part-time employee of the Company or a Designated
      Subsidiary who customarily works for the Company or Designated Subsidiary,
      as
      the case may be, for a minimum of twenty hours per week.

     

     

    Exercise
      Date shall mean the last day of each month of each Plan Year, unless
      otherwise determined by the Committee.

     

     

    Fair
      Market Value of a share of Stock means the fair market value of such Stock
      determined by such methods or procedures as shall be established from time
      to
      time by the Committee. Unless otherwise determined by the Committee in good
      faith, the per share Fair Market Value of Stock as of a particular date shall
      mean (i) the closing price per share of Stock on the national securities
      exchange on which the Stock is principally traded, for

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    the
      last
      preceding date on which there was a sale of such Stock on such exchange, or
      (ii)
      if the shares of Stock are then traded in an over-the-counter market, the
      average of the closing bid and asked prices for the shares of Stock in such
      over-the-counter market for the last preceding date on which there was a sale
      of
      such Stock in such market, or (iii) if the shares of Stock are not then listed
      on a national securities exchange or traded in an over-the-counter market,
      such
      value as the Committee, in its sole discretion, shall determine.

     

     

    Offering
      Date shall mean the first day of each month of each Plan Year, unless
      otherwise determined by the Committee.

     

     

    Option
      Period or Period shall mean the period beginning on an Offering
      Date and ending on the next succeeding Exercise Date, or such other period
      as
      determined by the Committee.

     

     

    Option
      Price shall mean the purchase price of a share of Stock hereunder as
      provided in Section 3.1 hereof.

     

     

    Participant
      shall mean any Employee who (i) is eligible to participate in the Plan under
      Section 2.1 hereof and (ii) elects to participate.

     

     

    Plan
      shall mean the Company’s Employee Stock Purchase Plan, as the same may be
      amended from time to time.

     

     

    Plan
      Account or Account shall mean an account established and
      maintained in the name of each Participant.

     

     

    Plan
      Manager shall mean any Employee appointed pursuant to Section 1.3
      hereof.

     

     

    Plan
      Year shall mean the twelve (12) month period beginning January 1 and ending
      on the following December 31.

     

     

    Stock
      means shares of the common stock, par value $0.01 per share, of the
      Company.

     

    
      	
              1.3

            	
              Administration
                of Plan

            


    

     

    Subject
      to oversight by the Board of Directors or the Board’s Compensation Committee,
      the Committee shall have the authority to administer the Plan and to make and
      adopt rules and regulations not inconsistent with the provisions of the Plan
      or
      the Code. Its interpretations and decisions in respect of the Plan shall,
      subject to the aforesaid, be final and conclusive. The Committee shall have
      the
      authority to appoint an Employee as Plan Manager and to delegate to the Plan
      Manager such authority with respect to the administration of the Plan as the
      Committee, in its sole discretion, deems advisable from time to
      time.

     

    
      	
              1.4

            	
              Effective
                Date of Plan

            


    

     

    The
      Plan
      shall become effective on the date established for that purpose by the
      Committee, if, prior to that date, the Plan (i) has been adopted by the Board
      of
      Directors of the Company and (ii) has been approved by an affirmative vote
      of a
      majority of the shares of the Company’s Stock present, in person or by proxy and
      entitled to vote on the proposal, at a meeting at which a quorum is present;
      provided, however, that such stockholder approval occurs on a
      date no later than twelve (12) months following the date the Plan is so adopted.
      The date established by the Committee as the effective date shall be an Offering
      Date.

     

    
      	
              1.5

            	
              Extension
                or Termination of Plan

            


    

     

    The
      Plan
      shall continue in effect through, and including December 31, 2019 unless
      terminated prior thereto pursuant to Section 4.3 hereof, or by the Board of
      Directors or the Compensation Committee of the Board, each of which shall have
      the right to extend the term of or terminate the Plan at any time. Upon any
      such
      termination, the balance, if any, in each Participant’s Account shall be
      refunded to him, or otherwise disposed of in accordance with the policies and
      procedures prescribed by the Committee in cases where such a refund may not
      be
      possible.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

    PARTICIPATION

     

    
      	
              2.1

            	
              Eligibility

            


    

     

    Participation
      in the Plan is limited to Employees who meet the requirements of this Section
      2.1. Each Employee who, on an Offering Date, will have at least ninety days
      of
      Continuous Service may become a Participant by completing the enrollment
      procedures prescribed by, or on behalf of, the Plan Manager, as revised from
      time to time. No Employee may participate in the Plan if such Employee,
      immediately after an Offering Date, would be deemed for purposes of Section
      423(b)(3) of the Code to possess 5% or more of the total combined voting power
      or value of all classes of stock of the Company or any subsidiary. To the extent
      determined by the Committee prior to the commencement of the Option Period,
      no
      Employee may participate in the Plan if such Employee, at the time of the
      commencement of the Option Period, is an officer of the Company subject to
      the
      reporting requirements of Section 16(a) of the Securities Exchange Act of
      1934.

     

    
      	
              2.2

            	
              Payroll
                Deductions

            


    

     

    Payment
      for shares of Stock purchased hereunder shall be made by authorized payroll
      deductions from each payment of Compensation in accordance with instructions
      received from a Participant. Such deductions shall be expressed as a whole
      number percentage which shall be at least 2% but not more than 10%. A
      Participant may not increase or decrease the deduction during an Option Period.
      However, a Participant may change the percentage deduction for any subsequent
      Option Period by filing notice thereof with the Company prior to the Offering
      Date on which such Period commences. During an Option Period, a Participant
      may
      discontinue payroll deductions but have the payroll deductions previously made
      during that Option Period remain in the Participant’s Account to purchase Stock
      on the next Exercise Date, provided that he or she is an Employee as of that
      Exercise Date. Any amount remaining in the Participant’s Account after the
      purchase of Stock shall be refunded without interest upon the written request
      of
      the Participant. Any Participant who discontinues payroll deductions during
      an
      Option Period may again become a Participant for a subsequent Option Period
      upon
      completion of the enrollment procedures prescribed by, or on behalf of, the
      Plan
      Manager, as revised from time to time. Amounts deducted from a Participant’s
      Compensation pursuant to this Section 2.2 shall be credited to such
      Participant’s Account.

     

     

    ARTICLE
      III

    PURCHASE
      OF SHARES

     

    
      	
              3.1

            	
              Option
                Price

            


    

     

    The
      Option Price per share of the Stock sold to Participants hereunder shall be
      95%
      of the Fair Market Value of such share on the Exercise Date of an Option Period
      (or such greater percentage as is determined by the Committee in advance of
      an
      Option Period), but in no event shall the Option Price per share be less than
      the par value of the Stock.

     

    
      	
              3.2

            	
              Purchase
                of Shares

            


    

     

    On
      each
      Exercise Date, the amount in a Participant’s Account shall be charged with the
      aggregate Option Price of the largest number of shares of Stock which can be
      purchased with such amount. The balance, if any, in such account shall be
      carried forward to the next succeeding Option Period.

     

    
      	
              3.3

            	
              Limitations
                on Purchase

            


    

     

    Notwithstanding
      any provisions of the Plan to the contrary, no Employee shall be granted an
      option under the Plan if, immediately after the grant, such Employee’s right to
      purchase shares under all employee stock purchase plans (as described in Section
      423 of the Code) of the Company and any subsidiary of the

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Company
      would accrue at a rate per Option Period which exceeds the lesser of: (a)
      twenty-five thousand dollars ($25,000) or (b) an amount equal to ten percent
      (10%) of the Employee’s annualized base salary in effect at the start of such
      Option Period, in each case of the Fair Market Value of such shares (determined
      at the time such option is granted); provided, however, that
      for any calendar year in which such option would be outstanding at any time,
      an
      Employee’s right to purchase shares under all employee stock purchase plans (as
      described in Section 423 of the Code) of the Company and any subsidiary of
      the
      Company may not accrue at a rate which exceeds twenty-five thousand dollars
      ($25,000) in the aggregate (as determined at the time such option is
      granted).

     

     

    To
      the
      extent necessary to comply with Section 423(b)(8) of the Code and the
      limitations on purchase in this Section 3.3, a Participant’s payroll deductions
      may be decreased to 0% during any Option Period which is scheduled to end during
      any calendar year, such that the aggregate of all payroll deductions accumulated
      with respect to such Option Period and any other Option Period ending within
      the
      same calendar year is no greater than twenty-five thousand dollars ($25,000).
      Payroll deductions shall re-commence at the rate provided for by the
      Participant’s prior election at the beginning of the first Option Period which
      is scheduled to end in the following calendar year, unless suspended by the
      Participant pursuant to Section 2.2 of the Plan.

     

    
      	
              3.4

            	
              Transferability
                of Rights

            


    

     

    Rights
      to
      purchase shares hereunder shall be exercisable only by the Participant. Such
      rights shall not be transferable.

     

     

    ARTICLE
      IV

    PROVISIONS
      RELATING TO COMMON STOCK

     

    
      	
              4.1

            	
              Stock
                Reserved; Delivery of
                Stock

            


    

     

    A
      maximum
      of 2,500,000 shares of Stock may be purchased under the Plan, of which up to
      125,000 shares of Stock purchased under the Plan per Option Period may be either
      newly issued shares or existing treasury shares, and up to 1,000,000 shares
      of
      Stock purchased under the Plan in the aggregate may be either newly issued
      shares or existing treasury shares (in each case, subject to adjustment in
      accordance with Section 4.2 hereof). Subject to the limitation in the preceding
      sentence, as determined by the Committee in its sole discretion, any shares
      of
      Stock purchased under the Plan may be either newly issued shares, existing
      treasury shares, or new purchases in the open market.

     

    
      	
              4.2

            	
              Adjustment
                for Changes in Stock

            


    

     

    In
      the
      event that adjustments are made in the number of outstanding shares of Stock
      or
      such shares are exchanged for a different class of stock of the Company or
      for
      shares of stock of any other corporation by reason of merger, consolidation,
      stock dividend, stock split or otherwise, the Committee may make appropriate
      adjustments in (i) the number and class of shares or other securities that
      may
      be reserved for purchase, or purchased, hereunder, and (ii) the Option Price.
      All such adjustments shall be made in the sole discretion of the Committee,
      and
      its decision shall be binding and conclusive.

     

    
      	
              4.3

            	
              Insufficient
                Shares

            


    

     

    If
      the
      aggregate funds available for the purchase of Stock on any Exercise Date would
      cause an issuance of shares in excess of the number provided for in Section
      4.1
      hereof, (i) the Committee shall proportionately reduce the number of shares
      which would otherwise be purchased by each Participant in order to eliminate
      such excess and (ii) the Plan shall automatically terminate immediately after
      such Exercise Date.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.4

            	
              Confirmation

            


    

     

    Confirmation
      of each purchase of Stock hereunder shall be made available to the Participant
      in either written or electronic format. A record of purchases shall be
      maintained by appropriate entries on the books of the Company. Unless otherwise
      determined by the Committee, shares of Stock delivered to a Participant
      hereunder may not be assigned, transferred, pledged or otherwise disposed of
      in
      any way by the Participant during the one-year period following such delivery
      to
      the Participant (other than by will or the laws of descent and distribution)
      and
      the shares of Stock shall bear a legend denoting such restrictions in such
      form
      as the Committee determines to be appropriate.

     

    
      	
              4.5

            	
              Rights
                as Shareholders

            


    

     

    The
      shares of Stock purchased by a Participant on an Exercise Date shall, for all
      purposes, be deemed to have been issued and sold as of the close of business
      on
      such Exercise Date. Prior to that time, none of the rights or privileges of
      a
      shareholder of the Company shall exist with respect to such shares.

     

     

    ARTICLE
      V

    TERMINATION
      OF PARTICIPATION

     

    
      	
              5.1

            	
              Voluntary
                Withdrawal

            


    

     

    A
      Participant may withdraw from the Plan at any time by filing notice of
      withdrawal prior to the close of business on an Exercise Date. Upon withdrawal,
      the entire amount, if any, in a Participant’s Account shall be refunded to him
      without interest. Any Participant who withdraws from the Plan may again become
      a
      Participant in accordance with Section 2.1 hereof.

     

    
      	
              5.2

            	
              Termination
                of Eligibility

            


    

     

    If
      a
      Participant ceases to be eligible under Section 2.1 hereof for any reason,
      the
      dollar amount and the number of unissued shares in such Participant’s Account
      will be refunded or distributed to the Participant, or in the case of death,
      the
      Participant’s designated beneficiary or estate, or otherwise disposed of in
      accordance with policies and procedures prescribed by the Committee in cases
      where such a refund or distribution may not be possible.

     

     

    ARTICLE
      VI

    GENERAL
      PROVISIONS

     

    
      	
              6.1

            	
              Notices

            


    

     

    Any
      notice which a Participant files pursuant to the Plan shall be made on forms
      prescribed by the Committee and shall be effective only when received by the
      Company.

     

    
      	
              6.2

            	
              Condition
                of Employment

            


    

     

    Neither
      the creation of the Plan nor participation therein shall be deemed to create
      any
      right of continued employment or in any way affect the right of the Company
      or a
      Designated Subsidiary to terminate an Employee.

     

    
      	
              6.3

            	
              Withholding
                of Taxes

            


    

     

    Each
      Participant shall, no later than the date as of which the value of an option
      under the Plan and/or shares of Stock first becomes includible in the income
      of
      the Participant for income tax purposes, pay to the Company, or make
      arrangements satisfactory to the Committee regarding payment of, any taxes
      of
      any kind

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    required
      by law to be withheld with respect to such option or shares of Stock. The
      obligations of the Company under the Plan shall be conditioned upon the making
      of such payments or arrangements, and the Company shall, to the extent permitted
      by law, have the right to deduct any such taxes from any payment of any kind
      otherwise due to the Participant.

     

     

    In
      particular, to the extent a Participant is subject to taxation under U.S.
      Federal income tax law, if the Participant makes a disposition, within the
      meaning of Section 424(c) of the Code of any share or shares of Stock issued
      to
      Participant pursuant to Participant’s exercise of an option, and such
      disposition occurs within the two-year period commencing on the day after the
      Offering or within the one-year period commencing on the day after the Exercise
      Date, Participant shall, within ten (10) days of such disposition, notify the
      Company thereof and thereafter immediately deliver to the Company any amount
      of
      federal, state or local income taxes and other amounts which the Company informs
      the Participant the Company may be required to withhold.

     

    
      	
              6.4

            	
              Amendment
                of the Plan

            


    

     

    The
      Board
      of Directors or the Board’s Compensation Committee may at any time, or from time
      to time, amend the Plan in any respect, except that, without approval of the
      shareholders, no amendment may increase the aggregate number of shares reserved
      under the Plan other than as provided in Section 4.2 hereof, materially increase
      the benefits accruing to Participants or materially modify the requirements
      as
      to eligibility for participation in the Plan. Any amendment of the Plan must
      be
      made in accordance with applicable provisions of the Code and/or any regulations
      issued thereunder, any other applicable law or regulations, and the requirements
      of the principal exchange upon which the Stock is listed.

     

    
      	
              6.5

            	
              Application
                of Funds

            


    

     

    All
      funds
      received by the Company by reason of purchases of Stock hereunder may be used
      for any corporate purpose.

     

    
      	
              6.6

            	
              Legal
                Restrictions

            


    

     

    The
      Company shall not be obligated to sell shares of Stock hereunder if counsel
      to
      the Company determines that such sale would violate any applicable law or
      regulation.

     

    
      	
              6.7

            	
              Gender

            


    

     

    Whenever
      used herein, use of any gender shall be applicable to both genders.

     

    
      	
              6.8

            	
              Governing
                Law

            


    

     

    The
      Plan
      and all rights and obligations thereunder shall be constructed and enforced
      in
      accordance with the laws of the State of Delaware and any applicable provisions
      of the Code and the related regulations.