abg2007equityincentiveplan.htm


    


    Exhibit
      10.1

    AMENDMENT
      NO. 2 TO THE

    2007
      EQUITY AND INCENTIVE PLAN

     

     

    THIS
      AMENDMENT TO THE 2007 EQUITY AND INCENTIVE PLAN (this “Amendment”) is made as of
      March 18, 2009.

     

     

    WHEREAS,
      the Board of Directors (the “Board”) of Avis Budget Group, Inc. (the “Company”)
      wishes to amend the 2007 Equity and Incentive Plan (the “Plan”) as set forth
      below to, among other things, increase the number of Shares reserved for
      issuance under the Plan by adding an additional 4.5 million Shares and modify
      the treatment of Awards (as defined in the Plan) issued pursuant to the Plan
      following the date hereof on a Change in Control of the Company (as defined
      in
      the Plan); and

     

     

    WHEREAS,
      Section 8(d) permits the Board to amend the Plan;

     

     

    NOW,
      THEREFORE, the Plan is hereby amended as follows, subject to shareholder
      approval at the Company’s annual meeting:

     

    
      	
              1.

            	
              Section
                2(d)(4) of the Plan is hereby deleted in its entirety and replaced
                with
                the following:

            


    

     

    the
      stockholders of the Company approve a plan of complete liquidation or
      dissolution of the Company or there is consummated a sale or disposition by
      the
      Company of all or substantially all of the Company’s assets, other than a sale
      or disposition by the Company of all or substantially all of the Company’s
      assets to an entity, at least 75% of the combined voting power of the voting
      securities of which are owned by Persons in substantially the same proportions
      as their ownership of the Company immediately prior to such sale.

     

    
      	
              2.

            	
              The
                following shall be included as criteria in Section 2(r) of the Plan
                upon
                which Performance Goals (as defined in the Plan) may be based: total
                stockholder return, share price.

            


    

     

    


     

    
      	
              3.

            	
              Section
                2(bb) is hereby deleted in its
                entirety.

            


    

     

    


     

    
      	
              4.

            	
              The
                first and second sentences of Section 5 of the Plan are hereby deleted
                in
                their entirety and replaced with the following
                sentences:

            


    

     

    The
      maximum number of shares of Stock reserved for the grant of Awards under the
      Plan shall be 12,500,000 shares of Stock (all of which shares of Stock may
      be
      granted as ISOs), subject to adjustment as provided herein; provided that each
      Award granted hereunder after March 18, 2009 (other than Awards in respect
      of
      Options and SARs) shall be counted against the foregoing share limit as 1.18
      shares for every one share actually issued in connection with such Award.
      Subject to adjustment as provided herein, no more than 1,000,000 shares of
      Stock
      may be made subject to Awards granted to an individual in a single calendar
      year.

     

    
      	
              5.

            	
              Section
                7 of the Plan is hereby deleted in its entirety and replaced with
                the
                following paragraphs:

            


    

     

    


     

    
      	 	
              (a)

            	
              Unless
                the applicable Award Agreement provides otherwise or in the case
                of Awards
                that do not constitute deferred compensation under Section 409A of
                the
                Code, unless otherwise determined by the Committee in its discretion,
                in
                the event of a Change in Control, (i) each Award outstanding as of
                the
                Change in Control shall be assumed, continued, or substituted, effective
                as of the consummation of the Change in Control, with a new award
                with an
                intrinsic value equivalent to that of the original Award and on terms
                at
                least as beneficial to the Grantee as those contained in the Grantee’s
                original Award Agreement (as determined by an independent third party)
                and
                (ii) in the event that, within two years following a Change in Control,
                the Grantee’s service with the Company and its affiliates is terminated
                (x) by the Company or any of its affiliates for any reason other
                than for
                Cause or (y) by the Grantee as a result of a Constructive Discharge,
                all
                outstanding Awards granted to a Grantee which have not theretofore
                vested
                shall immediately vest and become exercisable and all restrictions
                on such
                Awards shall immediately lapse.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              “Constructive
                Discharge” shall have the meaning assigned to such term (or a similar
                term) in any individual employment agreement or offer letter entered
                into
                between the Grantee and the Company or one of its Subsidiaries. If
                the
                Grantee has not entered into any such agreement, or such agreement
                does
                not define the term “Constructive Discharge,” a termination of service as
                a result of a Constructive Discharge shall mean a termination of
                service
                by the Grantee from the Company and its Subsidiaries following either
                (i)
                a material reduction in the Grantee’s base compensation, (ii) a material
                adverse change in the nature or status of the Grantee’s duties or
                responsibilities from those in effect immediately prior to a Change
                in
                Control, or (iii) a relocation of more than 30 miles from the Grantee’s
                principal place of employment immediately prior to the Change in
                Control;
                provided, that, in each case, the Grantee shall not be permitted
                to
                terminate service as a result of a Constructive Discharge unless
                the
                Grantee provides the Company with written notice of the occurrence
                of the
                action constituting Constructive Discharge within 30 days following
                the
                occurrence of such action, the Grantee provides the Company with
                a minimum
                of 30 days following delivery of the written notice to cure such
                action,
                and the Grantee terminates service within 90 days following the occurrence
                of such action.

            


    

     

    


     

    
      	 	
              (c)

            	
              “Cause”
                shall have the meaning assigned to such term (or a similar term)
                in any
                individual employment agreement or offer letter entered into between
                the
                Grantee and the Company or one of its Subsidiaries. If the Grantee
                has not
                entered into any such agreement, or such agreement does not define
                the
                term “Cause,” a termination of service for Cause shall mean: (i) the
                Grantee’s willful failure to substantially perform his duties as an
                employee of the Company or any Subsidiary (other than any such failure
                resulting from the Grantee’s incapacity due to physical or mental
                illness); (ii) any act of fraud, misappropriation, dishonesty,
                embezzlement or similar conduct against the Company or any Subsidiary;
                or
                (iii) conviction of a felony or any crime involving moral turpitude
                (which
                conviction, due to the passage of time or otherwise, is not subject
                to
                further appeal).

            


    

     

    


     

    
      	
              6.

            	
              The
                terms of this Amendment shall apply to each Award issued pursuant
                to the
                Plan following the date hereof.

            


    

     

    


     

    
      	
              7.

            	
              This
                Amendment shall be governed by, interpreted under and construed in
                accordance with the laws of the State of Delaware without giving
                effect to
                the conflict of laws principles
                thereof.

            


    

     

    


     

    
      	
              8.

            	
              Except
                as modified by this Amendment, the Plan is hereby confirmed in all
                respects.

            


    

     

    IN
      WITNESS WHEREOF, this Amendment has been duly executed and delivered as of
      the
      date and the year first written above.

     

    
 

    
      
        	 	 	 	
                AVIS
                  BUDGET GROUP, INC.

                 

              	 
	 	 	 	
                /S/
                  JEAN M. SERA

              	 
	 	 	
                By:  
                  

                Title:  
                  

              	
                Jean
                  M. Sera

                Senior
                  Vice President and Secretary