salerno.htm


     

    Exhibit
      10.2


    
 

    EMPLOYMENT
      AGREEMENT

    


    


    Avis
      Budget Group, Inc. (the "Company") and F. Robert Salerno (the
      "Executive") are parties to this certain Employment Agreement
      effective, as amended and restated, as of December 29, 2008 (as amended and
      restated, this "Agreement").

    


    


    WHEREAS,
      Cendant Corporation (which has
      been renamed Avis Budget Group, Inc.) and the Executive were parties to a
      certain Employment Agreement effective as of August 1, 2003 and amended as
      of
      May 31, 2006 (the "2006 Agreement"); and

    


    WHEREAS,
      the Company and the Executive agree to amend and restate the 2006 Agreement
      in
      its entirety as set forth herein;

    


    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.

    


    


    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 this Agreement is amended and restated to read as
      follows:

    


    


    SECTION
      I

     

    EFFECTIVENESS

    


    This
      Agreement shall be effective as of January 1, 2009 (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. From the Effective
      Date until the date that is eighteen months following the Effective Date (the
      "Transition Date"), the Executive shall serve as the President
      and Chief Operating Officer of the Company. From the Transition Date through
      the
      end of the Period of Employment, the Executive shall serve as Vice Chairman
      of
      the Company in a transitional role without day to day operating responsibility.
      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 

     

    
      
        
        

      

      
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    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.

    


    In
      addition, during the Period of Employment, the Executive shall continue serve
      as
      a member of the Company's Board of Directors (the "Board");
      provided, however, that the Executive's continued service as a member of the
      Board shall at all times remain subject to any and all nomination and election
      procedures in accordance with the Company's by-laws.

    


    


    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
      third anniversary of the Effective Date, subject to earlier termination as
      provided in this Agreement.

    


    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) seven hundred
                thousand dollars ($700,000), per annum, for the 2009 calendar year;
                (ii)
                seven hundred fifty thousand dollars ($750,000), per annum, for the
                2010
                calendar year; and (iii) eight hundred thousand dollars ($800,000),
                per
                annum, for the 2011 calendar year.  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

            


    

     

     

    
      	
              (i)  

            	
              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.

            


    

     

     

    
      
        
        

      

      
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              (ii)  

            	
              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.

     

     

    
      
        
        

      

      
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    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 employment agreement entered
      into between Cendant Corporation and the Executive on August 1, 2003 (the
      "2003 Agreement"), (b) each option to purchase shares of the
      Company common stock or stock appreciation right granted on or after July 28th
      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"). The Executive also retains
      the right to participate in the Avis, Inc. Retiree Health Care Plan per the
      1992
      Avis Board of Director's resolution.

    


    SECTION
      VII

     

    EFFECT
      OF TERMINATION OF EMPLOYMENT

    


     

    
      	
               

            	
              (a)

            	
              Without
                Cause Termination; Constructive Discharge.  Subject to the
                provisions of Section VII(e), 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
                (e) below, (ii) the Company shall pay the Executive (or his surviving
                spouse, estate or personal representative, as applicable), within
                fifteen
                (15) days following the Release Date (as defined in paragraph (e)
                below),
                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 2003 Agreement, and shall remain
                exercisable for the extended post-termination exercise period set
                forth in
                the 2003 Agreement, (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,
                and (v) all other long-term equity awards (including, without limitation,
                restricted stock units) shall become immediately vested.  Upon
                such termination, the Executive shall also be entitled to the Continuation
                of Health Benefits and also be entitled to the Avis, Inc. Retiree
                Health
                Care Plan per the 1992 Avis Board of Director's
                resolution.

            


    

     

     

    
      
        
        

      

      
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              (b)  

            	
              End
                of Period of Employment. If the Executive's employment has not been
                earlier terminated in accordance with the provisions of this Agreement,
                effective January 1, 2012, the Executive's employment shall terminate
                and,
                subject to the provisions of Section VII(e), (i) the Accrued Obligations
                shall be paid to the Executive in accordance with paragraph (e) below;
                (ii) 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 2003 Agreement, and shall remain exercisable
                for the extended post-termination exercise period set forth in the
                2003
                Agreement, (iii) 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,
                (iv) all other long-term equity awards that vest based on continued
                service alone (including, without limitation, restricted stock units)
                shall become immediately vested; and (v) with respect to all other
                long-term equity awards (including, without limitation, restricted
                stock
                units) that vest based on the achievement of performance criteria,
                a
                number of shares subject to such awards shall vest equal to the total
                number of shares subject to the award multiplied by a fraction the
                numerator of which is the total number of days during the applicable
                performance period during which the Executive was employed by the
                Company
                and the denominator of which is the total number of days in the
                performance period.  Upon such termination, the Executive shall
                also be entitled to the Continuation of Health Benefits and also
                be
                entitled to the Avis, Inc. Retiree Health Care Plan per the 1992
                Avis
                Board of Director's resolution.

            


    

     

     

    
      	
              (c)  

            	
              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 (e) 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.

            


    

     

     

    
      	
              (d)  

            	
              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 material reduction of the Base Salary, as the same may be increased
                during the Period of Employment, or any material reduction in any
                other
                material element of compensation) or any material diminution to the
                Executive's duties and responsibilities relating to service as an
                executive officer, including if the Executive was immediately prior
                to a
                Corporate Transaction an executive officer of a public company, the
                Executive ceasing to be an executive officer of a public company,
                provided, however, that the change in Executive's position as provided
                for
                in Section II shall not constitute such a material diminution to the
                Executive's duties and responsibilities, (b) prior to the Transition
                Date,
                the Business Office is relocated to any location that increases the
                Executive's one-way commute by more than 30 miles, provided that such
                relocation constitutes a material negative change to the Executive's
                employment relationship, (c) the Executive is not nominated to be
                a member
                of the Board, or (d) 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. Notwithstanding the above,
                the
                Company shall have thirty (30) 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.

            


    

     

     

    
      
        
        

      

      
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              (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:

            


    

     

     

    
      	
              (1)  

            	
              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

            


    

     

     

    
      
        
        

      

      
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              (2)  

            	
              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.

            


    

     

     

    
      	
              (e)  

            	
              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 such release becomes
                non-revocable, 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 (6) months following the Executive's
                termination of employment (or upon the Executive's death, if
                earlier).

            


    

     

     

    
      
        
        

      

      
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              (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.

            


    

     

     

    
      
        
        

      

      
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              (c)  

            	 


    

     

     

    
      	
              (i)  

            	
              During
                the Period of Employment and for a period following any termination
                of employment  that shall end on the two (2) year anniversary of
                such termination (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.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              (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.

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (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 Code, 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.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    


    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 (including but not
      limited to the 2003 and 2006 Agreements) hereof, and any such prior agreement
      shall be deemed terminated without any remaining obligations of either party
      thereunder.

    


    


    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.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    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.

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              (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.

    


    *****


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


    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/ F.
          Robert Salerno        

            

            F.
          Robert
          Salerno

      

    

     

     

    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(e)(iii) in consideration for the services the
      Executive renders to such subsidiary in his role as President and Chief
      Operating 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

        

      

    


    
      
        
        

      

      
        15