wyshner.htm


    

      Exhibit
        10.3

      


       

      EMPLOYMENT
        AGREEMENT

       

       

      Avis
        Budget Group, Inc. (the "Company") and David B. Wyshner (the
        "Executive") are parties to this certain Employment Agreement
        amended and restated as of December 29, 2008 (the
        "Agreement").

       

       

      WHEREAS,
        the Company desires to continue to employ the Executive as a full-time employee
        of the Company and the Executive desires to continue to serve the Company
        in
        such capacity.

       

       

      WHEREAS,
        the Company and the Executive agree to amend and restate the Agreement,
        originally entered into effective August 31, 2006, in its entirety as set
        forth
        herein.

       

       

      NOW
        THEREFORE, in consideration of the foregoing and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereby agree that the Agreement is amended and restated to read as
        follows:

       

      SECTION
        I

       

      EFFECTIVENESS

       

       

      This
        Agreement shall be effective as of August 31, 2006 (the "Effective
        Date").

       

       

      SECTION
        II

       

       

      EMPLOYMENT;
        POSITION AND RESPONSIBILITIES

       

       

      The
        Company agrees to employ the Executive, and the Executive agrees to be employed
        by the Company, for the Period of Employment as provided in Section III below
        and upon the terms and conditions provided in this Agreement. During the
        Period
        of Employment, the Executive shall serve as the Executive Vice President
        and
        Chief Financial Officer of the Company. During the Period of Employment,
        the
        Executive shall report to, and be subject to the direction of, the Chief
        Executive Officer of the Company (the "Supervising Officer").
        The Executive shall perform such duties and exercise such supervision with
        regard to the business of the Company as are associated with his position,
        as
        well as such additional duties as may be prescribed from time to time by
        the
        Supervising Officer. The Executive shall, during the Period of Employment,
        devote substantially all of his time and attention during normal business
        hours
        to the performance of services for the Company. The Executive shall maintain
        a
        primary office and conduct his business in Parsippany, New Jersey (the
        "Business Office"), except for normal and reasonable business
        travel in connection with his duties hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        III

       

       

      PERIOD
        OF EMPLOYMENT

       

       

      The
        period of the Executive's employment under this Agreement (the "Period
        of Employment") shall begin on the Effective Date and shall end on the
        fourth anniversary of the Effective Date (the "Term"), subject
        to earlier termination as provided in this Agreement. Effective upon the
        expiration of the Term, Executive's employment hereunder shall be deemed
        to be
        automatically extended thereafter, upon the same terms and conditions, for
        additional periods of one year (the "Additional Terms")
        commencing upon the expiration of the Term unless either party shall have
        given
        written notice to the other, at least six (6) months prior to the expiration
        of
        the Term (or, if applicable, the Additional Term) of its intention not to
        extend
        the Period of Employment hereunder; provided that any such notice of
        non-extension delivered by the Company to Executive shall be deemed to
        constitute a Constructive Discharge (as defined below) of the
        Executive.

       

       

      SECTION
        IV

       

       

      COMPENSATION
        AND BENEFITS

       

       

      For
        all
        services rendered by the Executive pursuant to this Agreement during the
        Period
        of Employment, including services as an executive officer, director or committee
        member of the Company or any subsidiary or affiliate of the Company, the
        Executive shall be compensated as follows:

       

       

      (a)  Base
        Salary

       

       

      The
        Company shall pay the Executive a fixed base salary ("Base
        Salary") of not less than: (i) five hundred twenty-five thousand
        dollars ($525,000), per annum, for the 2009 calendar year; (ii) five hundred
        seventy-five thousand dollars ($575,000), per annum, for the 2010 calendar
        year;
        and (iii) six hundred thousand dollars ($600,000), per annum, for the 2011
        calendar year; and thereafter the Executive shall be eligible to receive
        annual
        increases as the Company deems appropriate, in accordance with the Company's
        customary procedures regarding salaries of senior officers.  Base
        Salary shall be payable according to the customary payroll practices of the
        Company, but in no event less frequently than once each month.

       

       

      (b)  Annual
        Incentive Awards

       

       

      The
        Executive shall be eligible to earn a target Annual Bonus for each fiscal
        year
        of the Company ending during the Period of Employment (each, an "Annual
        Bonus") equal to 100% of the Executive's Base Salary for such fiscal
        year, if the Company achieves the target performance goals established by
        the
        Compensation Committee (the "Committee") for such fiscal year.
        The Committee may establish such metrics whereby the Executive may earn an
        Annual Bonus in excess of the target Annual Bonus or an Annual Bonus less
        than
        the target Annual Bonus.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Any
        Annual Bonus that becomes payable to the Executive pursuant to this Section
        shall be paid to the Executive as soon as reasonably practicable following
        receipt by the Board of the audited consolidated financial statements of
        the
        Company for the relevant fiscal year, but in no event later than two and
        a half
        (2 1⁄2) months following the end of the applicable fiscal year in which such
        Annual Bonus was earned. The Executive shall be entitled to receive any Annual
        Bonus that becomes payable in a lump sum cash payment, or, at his election,
        in
        any form that the Board generally makes available to the Company's executive
        management team; provided that any such election is made by the Executive
        in
        compliance with Section 409A ("Section 409A") of the Internal
        Revenue Code of 1986, as amended (the "Code") and the
        regulations promulgated thereunder.

       

       

      (c)  Long-Term
        Incentive Awards

       

       

      During
        the Period of Employment, the Executive shall be eligible for long term
        incentive awards as determined by the Committee in its discretion.

       

       

      (d)  Additional
        Benefits

       

       

      The
        Executive shall be entitled to participate in all other compensation and
        employee benefit plans or programs and receive all benefits and perquisites
        for
        which salaried employees of the Company generally are eligible under any
        plan or
        program now in effect, or later established by the Company, on a basis no
        less
        favorable than as provided to any other similarly situated executive of the
        Company. The Executive shall participate to the extent permissible under
        the
        terms and provisions of such plans or programs, and in accordance with the
        terms
        of such plans and programs.

       

       

      SECTION
        V

       

       

      BUSINESS
        EXPENSES

       

       

      The
        Company shall reimburse the Executive for all reasonable travel and other
        expenses incurred by the Executive in connection with the performance of
        his
        duties and obligations under this Agreement. The Executive shall comply with
        such limitations and reporting requirements with respect to expenses as may
        be
        established by the Company from time to time and shall promptly provide all
        appropriate and requested documentation in connection with such expenses.
        Further, the Executive will receive access to Company aircraft or alternative
        air transportation, subject to applicable Company policies.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        VI

       

       

      DEATH
        AND DISABILITY

       

       

      The
        Period of Employment shall end upon the Executive's death. If the Executive
        experiences a Disability (as defined below) during the Period of Employment,
        the
        Period of Employment may be terminated at the option of the Executive upon
        notice of resignation to the Company, or at the option of the Company upon
        notice of termination to the Executive. For purposes of this Agreement,
        "Disability" shall have the meaning set forth in Section 409A. The Company's
        obligation to make payments to the Executive under this Agreement shall cease
        as
        of such date of termination, except for Base Salary and any Annual Bonus
        earned
        but unpaid as of the date of such termination (the "Accrued
        Obligations"), and, in such event (a) each of the Executive's then
        outstanding options to purchase shares of Company common stock that were
        granted
        prior to July 28, 2006 and options to purchase shares of Wyndham Worldwide
        Corporation common stock (and its successors) (the "Pre-Existing
        Options") shall become immediately and fully vested and exercisable (to
        the extent not already vested) and, shall remain exercisable during the extended
        post-termination exercise period set forth in the agreements evidencing the
        terms and conditions of such awards, (b) each option to purchase shares of
        the
        Company common stock or stock appreciation right granted on or after July
        28,
        2006, shall become immediately and fully vested and exercisable (to the extent
        not already vested) and, notwithstanding any term or provision relating to
        such
        option to the contrary, shall remain exercisable until the first to occur
        of the
        third (3rd) anniversary of the Executive's termination of employment and
        the
        original expiration date of such option or stock appreciation rights, (c)
        all
        other long-term equity awards then outstanding shall become immediately vested,
        and (d) the Company shall pay the Executive (or his surviving spouse, estate
        or
        personal representative, as applicable) a cash amount equal to the Executive's
        target Annual Bonus for the year in which the Executive is terminated multiplied
        by a fraction the numerator of which is the total number of days during the
        applicable calendar year during which the Executive was employed by the Company
        and the denominator of which is 365.  Upon the Executive's termination
        due to death or Disability, the Executive and each person who is his covered
        dependent at such time under the Company sponsored health and dental plan
        shall
        remain eligible to continue to participate in such plans (as they may be
        modified from time to time with respect to all senior executive officers)
        until
        the 2nd anniversary of such termination of employment (such benefits, the
        "Continuation of Health Benefits").

       

       

      SECTION
        VII

       

       

      EFFECT
        OF TERMINATION OF EMPLOYMENT

       

       

      (a)  Without
        Cause Termination and Constructive Discharge.  Subject to the
        provisions of Section VII(d), if the Executive's employment terminates during
        the Period of Employment due to either a Without Cause Termination or a
        Constructive Discharge (each as defined below): (i) the Accrued Obligations
        shall be paid to the Executive in accordance with paragraph (d) below, (ii)
        the Company shall pay the Executive (or his surviving spouse, estate or personal
        representative, as applicable), on the sixty-first (61st) day
        following the
        Executive's termination of employment (or, in the event that the Release
        Date
        (as defined in Section VII(d) below is extended in accordance with the dispute
        provisions set forth in Section VII(d) below, upon resolution of the dispute),
        an amount equal to 299% multiplied by the sum of (A) the Executive's then
        current Base Salary, plus (B) the Executive's then 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      current
        target Annual Bonus; (iii) each of the Executive's then outstanding Pre-Existing
        Options shall become immediately and fully vested and exercisable (to the
        extent
        not already vested) in accordance with the terms and conditions applicable
        to
        such options set forth in the agreements evidencing the terms and conditions
        of
        such awards, and shall remain exercisable for the extended post-termination
        exercise period set forth in the agreements evidencing the terms and conditions
        of such awards; (iv) each option to purchase shares of the Company common
        stock
        or stock appreciation right granted on or after July 28, 2006 (excluding
        any
        Pre-Existing Option to acquire the Company common stock) shall become
        immediately and fully vested and exercisable (to the extent not already vested)
        and, notwithstanding any term or provision thereof to the contrary, shall
        remain
        exercisable until the first to occur of the third (3rd) anniversary of the
        Executive's termination of employment and the original expiration date of
        such
        option or stock appreciation right; (v) all other long-term equity awards
        (including, without limitation, restricted stock units, but excluding the
        award
        of performance based restricted stock units granted to the Executive on August
        1, 2006, which award shall be governed by the terms and conditions governing
        such award) shall become immediately vested. Upon such termination, the
        Executive shall also be entitled to the Continuation of Health
        Benefits.

       

       

      (b)  Termination
        for Cause; Resignation. If the Executive's employment terminates due to a
        Termination for Cause or a Resignation, the Accrued Obligations shall be
        paid to
        the Executive in accordance with paragraph (d) below. Outstanding stock options
        and other equity awards held by the Executive as of the date of termination
        shall be treated in accordance with their terms. Except as provided in this
        paragraph, the Company shall have no further obligations to the Executive
        hereunder.

       

       

      (c)  For
        purposes of this Agreement, the following terms have the following
        meanings:

       

       

      i.  "Termination
        for Cause" means termination by the Company of the Executive as a
        result of (a) the Executive's willful failure to substantially perform his
        duties as an employee of the Company or any subsidiary (other than any such
        failure resulting from incapacity due to physical or mental illness), (b)
        any
        act of fraud, misappropriation, dishonesty, embezzlement or similar conduct
        against the Company or any subsidiary, (c) the Executive's 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), (d) the
        Executive's gross negligence in the performance of his duties or (e) the
        Executive purposefully or negligently makes (or has been found to have made)
        a
        false certification to the Company pertaining to its financial
        statements.

       

       

      ii.  "Constructive
        Discharge" means (a) any material failure of the Company to fulfill its
        obligations under this Agreement (including without limitation any reduction
        of
        the Base Salary, as the same may be increased during the Period of Employment,
        or other element of compensation) or any material diminution to the Executive's
        duties and responsibilities relating to service as an executive officer,
        including the Executive ceasing to be an executive officer of a public company,
        (b) the Business Office is relocated to any location which is 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      more
        than
        30 miles from the city limits of Parsippany, New Jersey, (c) during the Period
        of Employment, the Executive is not the most senior financial officer of
        the
        Company, (d) the Company provides notification under Section III of this
        Agreement that it is not extending the Agreement for an Additional Term,
        (e) the
        occurrence of a Corporate Transaction as defined below, or (f) failure of
        a
        successor to the Company to assume this Agreement in accordance with Section
        XIV
        below.  The Executive shall provide the Company a written notice of
        his intention to terminate employment pursuant to a Constructive Discharge
        within 60 days after the Executive knows or has reason to know of the occurrence
        of any such event which notice describes the circumstances being relied on
        for
        the termination with respect to this Agreement. With respect to clauses (a)
        and
        (b) of this paragraph, the Company shall have ten (10) days after receipt
        of
        such notice to remedy the event prior to the termination for Constructive
        Discharge and, upon the timely remedy of such event, such event shall no
        longer
        constitute a basis for Constructive Discharge and the Executive's notice
        of
        termination pursuant to a Constructive Discharge shall be
        rescinded.

       

       

      iii.  "Without
        Cause Termination" or "Terminated Without Cause" means
        termination of the Executive's employment by the Company other than due to
        death, Disability, or Termination for Cause.

       

       

      iv.  "Resignation"
        means a termination of the Executive's employment by the Executive, other
        than
        in connection with a Constructive Discharge or other than due to death or
        Disability.

       

       

      v.  "Corporate
        Transaction" means either:

       

      (a)           any
        "person," as such term is used in Sections 13(d) and 14(d) of the Securities
        and
        Exchange Act, as amended (the "Exchange Act") (other than (A) the Company,
        (B)
        any trustee or other fiduciary holding securities under an employee benefit
        plan
        of the Company, and (C) any corporation owned, directly or indirectly, by
        the
        stockholders of the Company in substantially the same proportions as their
        ownership of Company common stock), is or becomes the "beneficial owner"
        (as
        defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
        securities of the Company representing 50% or more of the combined voting
        power
        of the Company's then outstanding voting securities (excluding any person
        who
        becomes such a beneficial owner in connection with a transaction immediately
        following which the individuals who comprise the Board immediately prior
        thereto
        constitute at least a majority of the Board of the entity surviving such
        transaction or, if the Company or the entity surviving the transaction is
        then a
        subsidiary, the ultimate parent thereof); or (b) the following individuals
        cease
        for any reason to constitute a majority of the number of directors then serving:
        individuals who, on the Effective Date, constitute the Board and any new
        director (other than a director whose initial assumption of office is in
        connection with an actual or threatened election contest, including but not
        limited to a consent solicitation, relating to the election of directors
        of the
        Company) whose appointment or election by the Board or nomination for election
        by the Company's stockholders was approved or recommended by a vote of at
        least
        one-half (1/2) of the directors then still in office who either were directors
        on the Effective Date or whose appointment, election or nomination for election
        was previously so approved or recommended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)  Conditions
        to Payment and Acceleration; Section 409A.

       

       

      i.  Notwithstanding
        anything contained herein to the contrary, to the extent required in order
        to
        avoid accelerated taxation and/or tax penalties under Section 409A, the
        Executive shall not be considered to have terminated employment with the
        Company
        for purposes of this Agreement and no payments shall be due to the Executive
        under Section VII of this Agreement until the Executive would be considered
        to
        have incurred a “separation from service” from the Company within the meaning of
        Section 409A.

       

       

      ii.  All
        payments due to the Executive under this Section VII shall be subject to,
        and
        contingent upon, the Executive (or his beneficiary or estate) (x) executing
        a
        release of claims against the Company and its affiliates (in such reasonable
        form determined by the Company in its sole discretion) within forty-five
        days following the Executive's separation from service (or, in the event
        of a
        dispute, upon resolution of the dispute, provided that such extension does
        not
        result in, as applicable, the disputed payments constituting deferred
        compensation within the meaning of Section 409A or the imposition of additional
        taxes under Section 409A) and (y) failing to revoke such release (the date
        on
        which the release becomes irrevocable, the "Release
        Date").

       

       

      iii.  To
        the
        extent required in order to avoid accelerated taxation and/or tax penalties
        under Section 409A, amounts that would otherwise be payable and benefits
        that
        would otherwise be provided pursuant to this Agreement during the six-month
        period immediately following the Executive’s termination of employment shall
        instead be paid on the first business day after the date that is six months
        following the Executive’s termination of employment (or upon the Executive’s
        death, if earlier). 

       

       

      iv.  The
        intent of the Parties is that payments and benefits under this Agreement
        comply
        with Section 409A and, accordingly, to the maximum extent permitted, this
        Agreement shall be interpreted and administered to be in compliance therewith.
        Each amount to be paid or benefit to be provided under this Agreement shall
        be
        construed as a separate identified payment for purposes of Section 409A and
        any
        payments described in this Agreement that are due within the "short term
        deferral period" as defined in Section 409A shall not be treated as deferred
        compensation unless applicable law requires otherwise.

       

       

      v.  The
        payments due to the Executive under this Section VII shall be in lieu of
        any
        other severance benefits otherwise payable to the Executive under any severance
        plan of the Company or its affiliates.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SECTION
        VIII

       

       

      OTHER
        DUTIES OF THE EXECUTIVE

       

       

      DURING
        AND AFTER THE PERIOD OF EMPLOYMENT

       

       

      (a)  The
        Executive shall, with reasonable notice during or after the Period of
        Employment, furnish information as may be in his possession and fully cooperate
        with the Company and its affiliates as may be requested in connection with
        any
        claims or legal action in which the Company or any of its affiliates is or
        may
        become a party. After the Period of Employment, the Executive shall cooperate
        as
        reasonably requested with the Company and its affiliates in connection with
        any
        claims or legal actions in which the Company or any of its affiliates is or
        may become a party. The Company agrees to reimburse the Executive for any
        reasonable out-of-pocket expenses incurred by Executive by reason of such
        cooperation, including any loss of salary, and the Company shall make reasonable
        efforts to minimize interruption of the Executive's life in connection with
        his
        cooperation in such matters as provided for in this paragraph.

       

       

      (b)  The
        Executive recognizes and acknowledges that all information pertaining to
        this
        Agreement or to the affairs; business; results of operations; accounting
        methods, practices and procedures; members; acquisition candidates; financial
        condition; clients; customers or other relationships of the Company or any
        of
        its affiliates ("Information") is confidential and is a unique
        and valuable asset of the Company or any of its affiliates. Access to and
        knowledge of certain of the Information is essential to the performance of
        the
        Executive's duties under this Agreement. The Executive shall not during the
        Period of Employment or thereafter, except to the extent reasonably necessary
        in
        performance of his duties under this Agreement, give to any person, firm,
        association, corporation, or governmental agency any Information, except
        as may
        be required by law. The Executive shall not make use of the Information for
        his
        own purposes or for the benefit of any person or organization other than
        the
        Company or any of its affiliates. The Executive shall also use his best efforts
        to prevent the disclosure of this Information by others. All records, memoranda,
        etc. relating to the business of the Company or its affiliates, whether made
        by
        the Executive or otherwise coming into his possession, are confidential and
        shall remain the property of the Company or its affiliates.

       

       

      (c)  (i) During
        the Period of Employment and for a two (2) year period following any termination
        of employment (the "Restricted Period"), the Executive shall
        not use his status with the Company or any of its affiliates to obtain loans,
        goods or services from another organization on terms that would not be available
        to him in the absence of his relationship to the Company or any of its
        affiliates.

       

       

      (ii)  During
        the Restricted Period, the Executive shall not make any statements or perform
        any acts intended to have the effect of advancing the interest of any existing
        competitors (or any entity the Executive knows to be a prospective competitor)
        of the Company or any of its affiliates or in any way injuring the interests
        of
        the Company or any of its affiliates. During the Restricted Period, the
        Executive, without prior express written approval by the Board, shall not
        engage
        in, or directly or indirectly (whether for compensation or otherwise) own
        or


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      hold
        proprietary interest in, manage, operate, or control, or join or participate
        in
        the ownership, management, operation or control of, or furnish any capital
        to or
        be connected in any manner with, any party which competes in any way or manner
        with the business of the Company or any of its affiliates, as such business
        or
        businesses may be conducted from time to time, either as a general or limited
        partner, proprietor, common or preferred shareholder (other than being less
        than
        a 5% shareholder in a publicly traded company), officer, director, agent,
        employee, consultant, trustee, affiliate, or otherwise. The Executive
        acknowledges that the Company's and its affiliates' businesses are conducted
        nationally and internationally and agrees that the provisions in the foregoing
        sentence shall operate throughout the United States and those countries in
        the
        world where the Company then conducts business or has a plan to conduct
        business.

       

       

      (iii)  During
        the Restricted Period, the Executive, without express prior written approval
        from the Board, shall not solicit any members or the then-current clients
        of the
        Company or any of its affiliates for any existing business of the Company
        or any
        of its affiliates or discuss with any employee of the Company or any of its
        affiliates information or operation of any business intended to compete with
        the
        Company or any of its affiliates.

       

       

      (iv)  During
        the Restricted Period, the Executive shall not interfere with the employees
        or
        affairs of the Company or any of its affiliates or solicit or induce any
        person
        who is an employee of the Company or any of its affiliates to terminate any
        relationship such person may have with the Company or any of its affiliates,
        nor
        shall the Executive during such period directly or indirectly engage, employ
        or
        compensate, or cause any person with which the Executive may be affiliated,
        to
        engage, employ or compensate, any employee of the Company or any of its
        affiliates. The Executive hereby represents and warrants that the Executive
        has
        not entered into any agreement, understanding or arrangement with any employee
        of the Company or any of its affiliates pertaining to any business in which
        the
        Executive has participated or plans to participate, or to the employment,
        engagement or compensation of any such employee.

       

       

      (v)  For
        the
        purposes of this Agreement, proprietary interest means legal or equitable
        ownership, whether through stock holding or otherwise, of an equity interest
        in
        a business, firm or entity or ownership of more than 5% of any class of equity
        interest in a publicly-held company and the term "affiliate" shall include
        without limitation all subsidiaries and material licensees of the
        Company.

       

       

      (d)  The
        Executive hereby acknowledges that damages at law may be an insufficient
        remedy
        to the Company if the Executive violates the terms of this Agreement and
        that
        the Company shall be entitled, upon making the requisite showing, to preliminary
        and/or permanent injunctive relief in any court of competent jurisdiction
        to
        restrain the breach of or otherwise to specifically enforce any of the covenants
        contained in this Section VIII without the necessity of showing any actual
        damage or that monetary damages would not provide an adequate remedy. Such
        right
        to an injunction shall be in addition to, and not in limitation of, any other
        rights or remedies the Company may have. Without limiting the generality
        of


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      the
        foregoing, neither party shall oppose any motion the other party may make
        for
        any expedited discovery or hearing in connection with any alleged breach
        of this
        Section VIII.

       

       

      (e)  The
        period of time during which the provisions of this Section VIII shall be
        in
        effect shall be extended by the length of time during which the Executive
        is in
        breach of the terms hereof as determined by any court of competent jurisdiction
        on the Company's application for injunctive relief.

       

       

      (f)  The
        Executive agrees that the restrictions contained in this Section VIII are
        an
        essential element of the compensation the Executive is granted hereunder
        and but
        for the Executive's agreement to comply with such restrictions, the Company
        would not have entered into this Agreement.

       

       

      SECTION
        IX

       

       

      INDEMNIFICATION

       

       

      The
        Company shall indemnify the Executive to the fullest extent permitted by
        the
        laws of the state of the Company's incorporation in effect at that time,
        or the
        certificate of incorporation and by-laws of the Company, whichever affords
        the
        greater protection to the Executive (including payment of expenses in advance
        of
        final disposition of a proceeding).

       

       

      SECTION
        X

       

       

      CERTAIN
        TAXES

       

       

      Anything
        in this Agreement or in any other plan, program or agreement to the contrary
        notwithstanding and except as set forth below, in the event that (i) the
        Executive becomes entitled to any benefits or payments under Section VII
        hereof
        and (ii) it shall be determined that any payment or distribution by the Company
        to or for the benefit of the Executive (whether paid or payable or distributed
        or distributable pursuant to the terms of this Agreement or otherwise, but
        determined without regard to any additional payments required under this
        Section
        X) (a "Payment") would be subject to the excise tax imposed by
        Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest
        or penalties are incurred by the Executive with respect to such excise tax
        (such
        excise tax, together with any such interest and penalties, hereinafter
        collectively referred to as the "Excise Tax"), then the
        Executive shall be entitled to receive an additional payment (a
        "Gross-Up Payment") in an amount such that after payment by the
        Executive of all taxes (including any interest or penalties imposed with
        respect
        to such taxes), including, without limitation, any income taxes (and any
        interest and penalties imposed with respect thereto) and Excise Tax imposed
        upon
        the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
        equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
        provisions of this Section X, if it shall be determined that the Executive
        is
        entitled to a Gross-Up Payment, but that the Payments do not exceed 110%
        of the
        greatest amount (the "Reduced Amount") that could be paid to
        the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Executive
        such that the receipt of Payments would not give rise to any Excise Tax,
        then no
        Gross-Up Payment shall be made to the Executive and the Payments, in the
        aggregate, shall be reduced to the Reduced Amount, provided, however, that
        the
        payments or benefits to be eliminated in effecting such reduction shall be
        agreed upon between the Company and the Executive. All determinations required
        to be made under this Section X, including whether and when a Gross-Up Payment
        is required and the amount of such Gross-Up Payment and the assumptions to
        be
        utilized in arriving at such determination, shall be made by Deloitte &
Touche LLP or such other certified public accounting firm as may be designated
        by the Company.  In no event will the Gross-Up Payment be made later
        than forty-five (45) days following the date on which the Executive remits
        the
        Excise Tax to the Internal Revenue Service.

       

       

      SECTION
        XI

       

       

      MITIGATION

       

       

      The
        Executive shall not be required to mitigate the amount of any payment provided
        for hereunder by seeking other employment or otherwise, nor shall the amount
        of
        any such payment be reduced by any compensation earned by the Executive as
        the
        result of employment by another employer after the date the Executive's
        employment hereunder terminates.

       

       

      SECTION
        XII

       

       

      WITHHOLDING
        TAXES

       

       

      The
        Executive acknowledges and agrees that the Company may directly or indirectly
        withhold from any payments under this Agreement all federal, state, city
        or
        other taxes that shall be required pursuant to any law or governmental
        regulation.

       

       

      SECTION
        XIII

       

       

      EFFECT
        OF PRIOR AGREEMENTS

       

       

      Except
        as
        otherwise specifically set forth herein, this Agreement shall supersede any
        prior agreements between the Company and the Executive hereof, and any such
        prior agreement shall be deemed terminated without any remaining obligations
        of
        either party thereunder, provided that this sentence shall not be interpreted
        to
        terminate the Executive's existing participation in various stock-based
        compensation programs.

       

       

      SECTION
        XIV

       

       

      CONSOLIDATION,
        MERGER OR SALE OF ASSETS

       

       

      Nothing
        in this Agreement shall preclude the Company from consolidating or merging
        into
        or with, or transferring all or substantially all of its assets to, another
        corporation or other entity which assumes this Agreement and all obligations
        and
        undertakings of the Company hereunder. If (i) there is a merger, consolidation,
        sale of all or substantially all of the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Company's
        assets, or other business combination involving the Company, or (ii) all
        or
        substantially all of the stock of the Company is acquired by another company,
        the term "the Company" shall mean the successor to the Company's business
        or
        assets referred to in (i) above or such company referred to in (ii) above,
        and
        this Agreement shall continue in full force and effect. Notwithstanding the
        foregoing, the Company shall require any successor thereto (whether direct
        or
        indirect, by purchase, merger, consolidation, or otherwise), by agreement
        in
        form and substance reasonably satisfactory to the Executive to expressly
        assume
        and agree to perform this Agreement in the same manner and to the same extent
        that the Company would be required to perform it if no such succession had
        taken
        place.

       

       

      SECTION
        XV

       

       

      MODIFICATION

       

       

      This
        Agreement may not be modified or amended except in writing signed by the
        parties. No term or condition of this Agreement shall be deemed to have been
        waived except in writing by the party charged with waiver. A waiver shall
        operate only as to the specific term or condition waived and shall not
        constitute a waiver for the future or act on anything other than that which
        is
        specifically waived.

       

       

      SECTION
        XVI

       

       

      GOVERNING
        LAW

       

       

      This
        Agreement has been executed and delivered in the State of New Jersey and
        its
        validity, interpretation, performance and enforcement shall be governed by
        the
        internal laws of that state.

       

       

      SECTION
        XVII

       

       

      ARBITRATION

       

       

      (a)  Any
        controversy, dispute or claim arising out of or relating to this Agreement
        or
        the breach hereof which cannot be settled by mutual agreement (other than
        with
        respect to the matters covered by Section VIII for which the Company may,
        but
        shall not be required to, seek injunctive relief) shall be finally settled
        by binding arbitration in accordance with the Federal Arbitration Act (or
        if not
        applicable, the applicable state arbitration law) as follows: Any party who
        is
        aggrieved shall deliver a notice to the other party setting forth the specific
        points in dispute. Any points remaining in dispute twenty (20) days after
        the
        giving of such notice may be submitted to arbitration in New York, New York,
        to
        the American Arbitration Association, before a single arbitrator appointed
        in
        accordance with the arbitration rules of the American Arbitration Association,
        modified only as herein expressly provided. After the aforesaid twenty (20)
        days, either party, upon ten (10) days notice to the other, may so submit
        the
        points in dispute to arbitration. The arbitrator may enter a default decision
        against any party who fails to participate in the arbitration
        proceedings.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  The
        decision of the arbitrator on the points in dispute shall be final, unappealable
        and binding, and judgment on the award may be entered in any court having
        jurisdiction thereof.

       

       

      (c)  Except
        as
        otherwise provided in this Agreement, the arbitrator shall be authorized
        to
        apportion its fees and expenses and the reasonable attorneys' fees and expenses
        of any such party as the arbitrator deems appropriate. In the absence of
        any
        such apportionment, the fees and expenses of the arbitrator shall be borne
        equally by each party, and each party shall bear the fees and expenses of
        its
        own attorney.

       

       

      (d)  The
        parties agree that this Section XVII has been included to rapidly and
        inexpensively resolve any disputes between them with respect to this Agreement,
        and that this Section XVII shall be grounds for dismissal of any court action
        commenced by either party with respect to this Agreement, other than
        post-arbitration actions seeking to enforce an arbitration award. In the
        event
        that any court determines that this arbitration procedure is not binding,
        or otherwise allows any litigation regarding a dispute, claim, or controversy
        covered by this Agreement to proceed, the parties hereto hereby waive any
        and
        all right to a trial by jury in or with respect to such litigation.

       

       

      (e)  The
        parties shall keep confidential, and shall not disclose to any person, except
        as
        may be required by law, the existence of any controversy hereunder, the referral
        of any such controversy to arbitration or the status or resolution
        thereof.

       

       

      SECTION
        XVIII

       

       

      SURVIVAL

       

       

      Sections
        VIII, IX, X, XI, XII and XIII shall continue in full force in accordance
        with
        their respective terms notwithstanding any termination of the Period of
        Employment.

       

       

      SECTION
        XIX

       

       

      SEPARABILITY

       

       

      All
        provisions of this Agreement are intended to be severable. In the event any
        provision or restriction contained herein is held to be invalid or unenforceable
        in any respect, in whole or in part, such finding shall in no way affect
        the
        validity or enforceability of any other provision of this Agreement. The
        parties
        hereto further agree that any such invalid or unenforceable provision shall
        be
        deemed modified so that it shall be enforced to the greatest extent permissible
        under law, and to the extent that any court of competent jurisdiction determines
        any restriction herein to be unreasonable in any respect, such court may
        limit
        this Agreement to render it reasonable in the light of the circumstances
        in
        which it was entered into and specifically enforce this Agreement as
        limited.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the
        Effective Date.

       

       

      AVIS
        BUDGET GROUP, INC.


       

      /s/
        Mark Servodidio        

       

      By:      
Mark
        Servodidio

      Title:    Executive
        Vice
        President, Human Resources

       

       

       

          /s/
        David B. Wyshner        

          

          David
        B.
        Wyshner

          

      Each
        of
        the undersigned subsidiaries of the Company hereby guarantees to the Executive
        the prompt and complete payment and performance by the Company when due of
        the
        Company’s obligations to make payments due to the Executive that are delayed in
        accordance with Section VII(d)(iii) in consideration for the services the
        Executive renders to such subsidiary in his role as Executive Vice President
        and
        Chief Financial Officer of Avis Budget Group, Inc.; provided that, as to
        any
        subsidiary, this guarantee shall be null and void and have no effect whatsoever
        with respect to such subsidiary for any period (including as of the Effective
        Date) during which this guarantee conflicts with or constitutes a breach
        of any
        obligation of such subsidiary under any currently applicable agreement or
        other
        obligation applicable to such subsidiary or any applicable law, rule or
        regulation (whether currently applicable or applicable at any time in the
        future).

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Guarantee as of the
        Effective Date.

      


      AVIS
        BUDGET CAR RENTAL,
        LLC

      AVIS
        BUDGET HOLDINGS, LLC

      AVIS
        BUDGET FINANCE, INC.

      AVIS
        CAR RENTAL GROUP,
        LLC

      ARACS
        LLC

      AVIS
        RENT A CAR SYSTEM,
        LLC

      AVIS
        ASIA AND PACIFIC,
        LIMITED

      AVIS
        CARIBBEAN, LIMITED

      AVIS
        ENTERPRISES, INC.

      AVIS
        GROUP HOLDINGS, LLC

      AVIS
        INTERNATIONAL, LTD.

      PF
        CLAIMS MANAGEMENT, LTD

      AB
        CAR RENTAL SERVICES,
        INC.

      AVIS
        OPERATIONS, LLC

      BGI
        LEASING, INC.

      RUNABOUT,
        LLC

      WIZARD
        SERVICES, INC.

       

      
         

        /s/
          Mark Servodidio        

         

        By:      
Mark
          Servodidio

        Title:    Executive
          Vice
          President, Human Resources

      

      


      


      


      BUDGET
        RENT A CAR SYSTEM,
        INC.

      BUDGET
        TRUCK RENTAL, LLC

      PR
        HOLDCO, INC.

       

      
         

        /s/ Edward
          Pictroski        

         

        By:      
Edward
          Pictroski

        Title:    Senior
          Vice
          President, Human Resources