<PAGE>   1
                                                                  EXHIBIT 10.21



                               BUDGET GROUP, INC.
                               EXECUTIVE AGREEMENT

            This Executive Agreement ("Agreement") is dated as of January 1,
1998, and is entered into by and between ______________ ("Executive") and Budget
Group, Inc.("Budget"). Executive and Budget hereby agree to the following terms
and conditions:

            1.      Purpose of Agreement. The purpose of this Agreement is to
provide that Executive may become entitled to receive additional benefits in the
event of his termination under certain circumstances. It is believed that the
existence of these potential benefits will benefit Budget by discouraging
turnover among executives with Agreements, as well as causing such executives to
be more able to respond to the possibility of a "Change in Control" (as defined
in Section 9) without being influenced by the potential effect of a Change in
Control on their job security.

            2.      Other Rights and Obligations. The rights and obligations of
Executive with respect to his employment by Budget shall be whatever rights and
obligations are negotiated between Budget and Executive from time to time. The
existence of this Agreement, which deals only with certain rights and
obligations subsequent to a termination, shall not be treated as raising any
inference with respect to what rights and obligations exist prior to a
termination, or, except as specifically addressed in this Agreement, what rights
and obligations may exist after termination. Further, Executive shall not, at
any time after termination, be obligated to seek other employment in mitigation
of the amounts payable or other benefits provided for under any provision of
this Agreement and the obtaining of any such other employment shall in no event
effect any reduction of Budget's obligation to make the payments and to provide
the benefits required to be made and provided under this Agreement, except to
the extent provided for in Paragraph 7(c)(4).

            3.      Benefits Payable Upon Qualifying Termination and Execution
of a Release Agreement.

            (a)     Subject to Section 3(b), if a Qualifying Termination (as
         defined in Section 4 below) occurs, the benefits described in Sections
         6 and 7, shall become payable to Executive. In that event, and
         notwithstanding Section 11, this Agreement shall remain in effect until
         Executive receives the various benefits to which he has become entitled
         under the terms of this Agreement. If Executive's employment terminates
         and such termination is not a Qualifying Termination, then this
         Agreement shall be of no further force or effect.



                                       1
<PAGE>   2


            (b)     Notwithstanding any other provision of this Agreement,
         unless Executive executes a Release Agreement (prepared by Budget, and
         substantially in the form set forth in Exhibit I) within 21 days after
         a Qualifying Termination and receipt of the Release Agreement (and does
         not revoke the Release Agreement within 7 days after signing it), (1)
         no benefits under Section 6 or Section 7(d), (e), (f) or (g) of this
         Agreement shall be paid or provided under any circumstances, (2) the
         benefits described in Section 7(c) and (e) shall only be paid or
         provided for 35 days after the Release Agreement is provided to
         Executive or until the Release Agreement is signed and subsequently
         revoked (if earlier), and (3) this Agreement shall be of no further
         force and effect. Notwithstanding anything in this Agreement to the
         contrary, if Executive executes the Release Agreement and then fails or
         refuses to comply with his obligations as provided for in Sections 2
         and 3 of the Release Agreement, or violates any of his representations
         and warranties as provided for in Sections 4, 5 and 6 of the Release
         Agreement, Budget's obligations as provided for in this Agreement shall
         immediately cease and terminate.

            4.      Qualifying Termination. If, during the term of this
Agreement, Executive's employment terminates, such termination shall be
considered a Qualifying Termination if any of the following events occurs:

            (a)     Whether or not a Change in Control occurs, Executive
         voluntarily terminates employment, for Good Reason, within one year
         after the event giving rise to Good Reason or Executive's employment
         terminates due to death or disability during such one year period. For
         purposes of this Agreement, "Disability" shall be defined in accordance
         with Budget's long term disability plan and "Good Reason" shall mean
         the occurrence of one of the following events without Executive's prior
         written consent:

            (1)               The assignment to Executive of any duties
                    inconsistent in any material respect with Executive's
                    position (including status, offices, titles and reporting
                    requirements), authority, duties or responsibilities as
                    they existed in their most significant form immediately
                    prior to the above-referenced assignment or any other
                    action by Budget which results in a material diminution in
                    such position (including status, offices, titles and
                    reporting requirements), authority, duties or
                    responsibilities as they existed in their most significant
                    form immediately prior to the above-



                                       2
<PAGE>   3

                  referenced action, excluding for purposes of this paragraph
                  (1), (x) an assignment of substantially equivalent position,
                  authority, duties and responsibilities; or (y) an isolated,
                  insubstantial and inadvertent action not taken in bad faith
                  and which is remedied by Budget promptly after receipt of
                  notice thereof given by Executive;

            (2)         Any reduction in (i) Executive's base salary, (ii)
                  Executive's ability to participate in or to receive benefits
                  from (without any incremental cost to Executive) incentive
                  plans, employee benefit plans, expense reimbursement policies,
                  or other fringe benefits, including office and support staff,
                  or paid vacations (excluding changes by Budget with respect to
                  any such benefits which both (A) apply to all executives and
                  (B) provide Executive with other benefits which are
                  substantially equivalent in the aggregate to the prior benefit
                  package), or (iii) if a Change in Control occurs, incentive
                  payments made pursuant to any incentive program (which shall
                  be deemed to be reduced if the annual incentive payments are
                  less than the average annual incentive payments for the three
                  fiscal years preceding the Change in Control); provided that,
                  (x) an isolated, insubstantial, and inadvertent reduction in
                  an element of Executive's total compensation not occurring in
                  bad faith and which is promptly remedied after notice by
                  Executive shall not be deemed a violation of this paragraph
                  (2), and (y) a reduction in one element of Executive's total
                  compensation shall not be deemed a violation of this paragraph
                  (2) if a counterbalancing increase in another element of
                  Executive's total compensation occurs (the determination of
                  whether the increase is counterbalancing shall be determined
                  by Executive in good faith); and

            (b)   Whether or not a Change in Control occurs, Executive is
involuntarily terminated without "Cause" during the term of this Agreement. For
purposes of this Section, "Cause" shall mean (1) a material act or acts of
dishonesty by Executive in connection with his employment; (2) conviction of a
felony or other crime involving moral turpitude; or (3) Executive's willful or
gross negligent failure to perform Executive's duties if such failure results in
demonstrable injury or damage to Budget.

            (c)   Executive terminates his employment for any reason
whatsoever, including termination due to death or disability,



                                        3
<PAGE>   4


         provided that the Termination Date occurs within one year after a
         Change in Control occurs.

            5.      Notice of Termination. Any termination by Executive for
Good Reason, by Budget for Cause, or by Executive without any reason following a
Change in Control (other than termination due to Executive's death or
disability) shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 16. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive's employment under the provision
so indicated and (iii) if the date of termination ("Termination Date") is other
than the date of receipt of such notice, specifies the Termination Date. The
Termination Date shall be the date of receipt of the Notice or such later date
specified in the Notice, which shall not be later than 90 days after the giving
of such Notice. The failure by Executive or Budget to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of Executive or Budget hereunder or
preclude Executive or Budget from asserting such fact or circumstance in
enforcing Executive's or Budget's rights hereunder.

            6.      Severance Payment. Subject to Section 3(b), in the event of
a Qualifying Termination, Budget shall pay Executive an amount equal to 3 times
the sum of (1) Executive's highest annual base salary rate in effect since
September 1, 1997 plus (2) the greater of i) annual average incentive payments
and bonuses (including those that are performance based, discretionary or
otherwise, but excluding those paid under any long-term incentive and stock
option plans) paid to Executive during the three full fiscal years preceding the
Termination Date (provided that, if Executive was not employed for three full
fiscal years, the incentive payments and bonuses shall be based on the number of
full fiscal years during which Executive was employed); and ii) the Executive's
annual target bonus or incentive opportunity established for the year in which
the Executive's Termination Date occurs. The amounts due hereunder ("Severance
Payment") shall be paid in cash to Executive in a single lump sum within 30 days
of the Termination Date and shall be in lieu of any other severance payment that
Executive might otherwise be entitled to from Budget under the terms of any
other severance pay arrangement or employment agreement.

            7.      Other Benefits. Subject to Section 3(b), in the event of a
Qualifying Termination, Executive shall be entitled to:



                                        4
<PAGE>   5

            (a)     Receive his base salary and a pro rata portion of his
target bonus through the Termination Date, less applicable payroll deductions.

            (b)     Receive any unused vacation and holiday pay through the
Termination Date, less applicable payroll deductions.

            (c)     (1)     Except as provided by law (including any
nondiscrimination rules) or by the relevant insurance carrier (after reasonable
efforts by the Company to provide coverage), continue his participation (and,
where applicable, participation of his eligible dependents) in the medical,
dental, life and disability insurance benefit programs of Budget which had been
made available to Executive before the Qualifying Termination. This ability to
participate shall continue for a period of 36 months after the Termination Date
("Completion Date"); if Executive dies prior to the Completion Date, his
dependents, where applicable, may continue participation until the Completion
Date. In order to so participate, Executive (or dependents, where applicable)
shall pay to Budget (with grace periods analogous to COBRA) the employee portion
of the cost of such benefits (such portion to be determined in the same manner
as for any other executive participants). Thereafter, Executive (or his
dependents, where applicable) shall be entitled to elect COBRA coverage.

            (2)     If the law or the insurance carrier prevents Executive from
            participating in a program described in this clause (c), Budget
            shall make monthly cash payments to Executive (or his dependents,
            where applicable) equal to 102% of the entire monthly premium
            (excluding the employee portion) applicable to such program until
            the Completion Date. Executive (or his dependents, where applicable)
            shall be permitted to elect COBRA coverage for such program (if
            allowed under the program).

            (3)     When coverage under each applicable plan expires, Executive
            (or his dependents, where applicable) shall retain the right to
            purchase individual conversion policies with respect to any or all
            of the benefits provided under said benefit plans to the maximum
            extent permitted by law or by the group insurance policies
            providing such benefits.

            (4)     Notwithstanding anything contained herein to the contrary,
            the benefits provided for in this subparagraph (c), shall cease
            prior to the Completion Date in the event Executive has available
            substantially similar benefits at a comparable cost from a
            subsequent employer.



                                        5
<PAGE>   6

            (d)     Receive contributions under the Budget Defined Contribution
         Retirement Plan and Budget SavingsPlus (401(k)) Plan (the "Retirement
         Plans") if required by the terms for the year in which the Qualifying
         Termination occurs. In addition, to the extent any contributions to the
         Retirement Plans are not made on behalf of Executive, but would have
         been made had Executive remained employed until and including the
         Completion Date and made the maximum Section 401(k) contributions under
         the Plan, Budget shall pay directly to Executive cash in an amount and
         at the times consistent with contributions made for other employees of
         Budget and in accordance with the guidelines of the Retirement Plans.
         Other than the foregoing, Executive is entitled to no other
         contribution on Executive's behalf by Budget to any Budget pension or
         other retirement plan.

            (e)     Use of two (2) current model year luxury vehicles (the
         "Vehicles") through the earlier of the Completion Date or Executive's
         death; if Executive dies prior to the Completion Date, his spouse, if
         any, may continue to use one (1)such Vehicle through the Completion
         Date. During such period, Budget shall (1) provide Executive with
         collision (with no deductible if the accident is not the fault of
         Executive and with a $250 deductible if the accident is the fault of
         Executive) and comprehensive automobile coverage during the time he has
         the Vehicles, as well as primary automobile liability coverage in the
         amount of $50,000 bodily injury per person, $100,000 bodily injury per
         accident and $25,000 property damage per accident, and (2) pay for
         reasonable maintenance costs incurred by Executive with respect to the
         Vehicles, including but not limited to periodic oil changes.

            (f)     Receive tax preparation and financial planning services
         through the Completion Date, which services shall be provided by a
         vendor of Budget's choice.

            (g)     Receive professional outplacement services, which services
         shall be provided by a vendor of Budget's choice.

In the event of Executive's death, any cash payments due hereunder shall be made
to the beneficiary or beneficiaries so designated by Executive in a writing
delivered to the Secretary of Budget. If no such beneficiary has been so
designated, or if no designated beneficiary is in existence at the date of
Executive's death, payment shall be made to Executive's surviving spouse, if
any, or to his estate if he has no surviving spouse.



                                        6
<PAGE>   7


                8.     Gross Up Provision.

               (a)     If any payment or benefit received or to be received by
         Executive in connection with a Change in Control of Budget or the
         termination of Executive's employment (whether payable pursuant to the
         terms of this Agreement, a stock option plan or any other plan or
         arrangement with Budget or with any person whose actions result in a
         Change in Control of Budget or with any person affiliate with Budget or
         such person (together with the Severance Payment, the "total payments")
         will be subject to the excise tax imposed by Section 4999 of the Code,
         Budget will pay to Executive, within 30 days of any payments giving
         rise to the excise tax, an additional amount (the "gross up payment")
         such that the net amount retained by Executive, after deduction of any
         excise tax on the total payments and any federal and state and local
         income and employment tax and excise tax on the gross up payment
         provided for in this section, will equal the total payments.

               (b)     For purposes of determining the amount of the gross-up
         payment, Executive will be deemed to pay federal income taxes at the
         highest marginal rate of federal income taxation in the calendar year
         that the payment is to be made, and state and local income taxes at the
         highest marginal rate of taxation in the state and locality of
         Executive's residence on the date of termination or the date that
         excise tax is withheld by Budget, net of the maximum reduction in
         federal income taxes that could be obtained by deducting such state and
         local taxes.

               (c)     For purposes of determining whether any of the total
         payments would not be deductible by Budget and would be subject to the
         excise tax, and the amount of such excise tax, (1) total payments will
         be treated as "parachute payments" within the meaning of Section
         380G(b)(2) of the Code, and all parachute payments in excess of the
         base amount within the meaning of Section 280G(b)(3) will be treated as
         subject to the excise tax unless, in the opinion of tax counsel
         selected by Budget's independent auditors prior to the Change in
         Control and acceptable to Executive, such total payments (in whole or
         in part) are not parachute payments, or such parachute payments in
         excess of the base amount (in whole or in part) are otherwise not
         subject to the excise tax, and (2) the value of any non-cash benefits
         or any deferred payment will be determined by Budget's independent
         auditors in accordance with Sections 280B(d)(3) and (4) of the Code.

               (d)     If the excise tax is subsequently determined to be less
         than the amount originally taken into account hereunder,



                                       7
<PAGE>   8

         Executive will repay to Budget, when such reduction in excise tax is
         finally determined, the portion of the gross-up payment attributable to
         such reduction plus interest on the repayment at the rate provided in
         Section 1274(b)(2)(B) of the Code. If the excise tax is determined to
         exceed the amount originally taken into account hereunder (including by
         reason of any payment the existence or amount of which cannot be
         determined at the time of the gross-up payment), Budget will make an
         additional gross-up payment in respect of such excess (plus any
         interest payable with respect to such excess) when such excess is
         finally determined.

               9.      Change in Control.  For the purpose of this Agreement, a
"Change in Control" shall mean:

               (a)     The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange of Act 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 30% or more of either (1) the then
         outstanding shares of common stock of Budget (the "Outstanding Budget
         Common Stock") or (2) the combined voting power of then outstanding
         voting securities of Budget entitled to vote generally in the election
         of directors (the "Outstanding Budget Voting Securities"); provided,
         however, that the following acquisitions shall not constitute a Change
         in Control: (1) any acquisition directly from Budget or a corporation
         controlled by Budget (the "Budget Group"), except that an acquisition
         by virtue of the exercise of a conversion privilege shall not be
         considered within this paragraph unless the converted security was
         itself acquired directly from the Budget Group, (2) any acquisition by
         the Budget Group, (3) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Budget Group or (4) any
         acquisition by any corporation pursuant to a reorganization, merger or
         consolidation, if, following such reorganization, merger or
         consolidation, the conditions described in paragraphs (1) and (2) of
         subsection (c) of this Section 9 are satisfied; or

               (b)     Individuals who, as of the date hereof, constitute the
         Board of Budget (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board; provided, however, that
         any individual who becomes a director subsequent to the date hereof
         whose election, or nomination for election by Budget's shareholders,
         was approved by a vote of at least a majority of the directors of the
         Incumbent Board (including Board members previously elected pursuant to
         this proviso) shall be considered as though such individual were a
         member of the Incumbent Board; but excluding, for this purpose, any
         such individual whose



                                       8
<PAGE>   9

         initial assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consent by or on behalf of a
         Person other than the Board; or

               (c)       Approval by the shareholders of Budget of a
         reorganization, merger or consolidation (a "transaction"), unless,
         following such transaction in each case, (1) more than 80% of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such transaction and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially all
         of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Budget Common Stock and Outstanding
         Budget Voting Securities immediately prior to such transaction and (2)
         no Person (excluding the Budget Group, any employee benefit plan (or
         related trust) of Budget Group and any Person beneficially owning,
         immediately prior to such transaction, directly or indirectly, 20% or
         more of the Outstanding Budget Common Stock or Outstanding Budget
         Voting Securities, as the case may be) beneficially owns, directly or
         indirectly, 20% or more of, respectively, the then outstanding shares
         of common stock of the corporation resulting from such transaction or
         the combining voting power of the then outstanding voting securities of
         such corporation entitled to vote generally in the election of
         directors; or

               (d)       Approval by the shareholders of Budget of (1) a
         complete liquidation or dissolution of Budget or (2) the sale or other
         disposition of all or substantially all of the assets of Budget, unless
         such assets are sold to a corporation and following such sale or other
         disposition, the conditions described in paragraphs (1) and (2) of
         subsection (C) of this Section 9 are satisfied.

               10.       Waiver of Invalidity; No Offset.

               (a)       Inasmuch as the injury caused to Executive in the
         event his employment is terminated is difficult or incapable of
         accurate estimation at the date of this Agreement, the amounts provided
         to be paid hereunder are intended to be severance compensation and not
         a penalty, and therefore constitute a good faith forecast of the harm
         which might be expected to be caused to Executive. Accordingly, Budget
         waives any right to assert against Executive the invalidity of any
         payment hereunder by reason of Executive's failure to seek other
         employment or



                                       9
<PAGE>   10

         otherwise, and to reduce the amount of any payment hereunder by reason
         of any compensation earned by Executive as the result of employment by
         another employer after the Termination Date or otherwise.

               (b)       Budget's obligation to make the payments provided for
         in this Agreement and otherwise to perform its obligations hereunder
         shall not be affected by any set-off, counterclaim, recoupment, defense
         or other claim, right or action which Budget may have against Executive
         or others.

               11.       Term of Agreement.  This Agreement shall be effective
from the date hereof through December 31, 2000 and may not be amended or
terminated during such period except pursuant to an instrument in writing
executed by all of the parties hereto. The Board of Directors of Budget may, in
its sole discretion and for any reason, provide written notice of termination
(or amendment), effective as of the then applicable expiration date, to
Executive no later than six (6) months before the expiration date of this
Agreement. If written notice is not so provided, this Agreement shall be
automatically extended for an additional twelve months past the applicable
expiration date. This Agreement shall continue to be automatically extended for
an additional twelve months at the end of such twelve month period and each
subsequent twelve month period unless notice is given in the manner described in
this Section. Notwithstanding the preceding sentences of this Agreement, this
Agreement shall automatically be extended past an otherwise applicable
expiration date if a Change in Control, or an event giving rise to Good Reason
has occurred prior to that date. The extension referred to in the preceding
sentence shall be for one year after the Change in Control, or an event giving
rise to Good Reason. For purposes hereof, the "expiration date" shall be the
last effective date of this Agreement, after having given effect to all of the
extension provisions of this Section.

               12.       Successors.  The rights and obligations of Budget
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Budget.

               13.       Governing Law.  Except to the extent that federal law
is applicable, this Agreement is made and entered into in the State of Florida,
and the laws of Florida shall govern its validity and interpretation in the
performance by the parties hereto of their respective duties and obligations
hereunder.

               14.       Entire Agreement.  Except as provided in a written
benefit plan of Budget, this Agreement (and the Release Agreement) constitute
the entire agreement between the parties respecting the benefits due Executive
(and the obligations of Executive) in the event



                                       10
<PAGE>   11
of a Qualifying Termination, and there are no representations, warranties or
commitments, other than those set forth herein, which relate to such benefits.
This is an integrated agreement. No provision of this Agreement may be amended
or waived except by written agreement signed by the parties.

               15.       Arbitration.  Any and all controversies, claims or
disputes arising out of or in any way relating to this Agreement shall be
resolved by final and binding arbitration in ______________________ before a
single arbitrator licensed to practice law and in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA"). The
arbitration shall be commenced by filing a demand for arbitration with the AAA
within sixty (60) days after the occurrence of the facts giving rise to any such
controversy, claim or dispute. The arbitrator shall decide all issues relating
to arbitrability. If the arbitrator determines that (x) Budget has breached this
Agreement or (y) Budget was unjustified in failing to make the payments required
under this Agreement to Executive, Budget shall pay to Executive, his costs and
expenses, including attorneys' fees, associated with any such arbitration
proceeding and, as liquidated damages and not as a penalty, an additional amount
equal to 10% of the amount involved in the arbitration with respect to this
Agreement.

               16.       Notices.  Any notice or communications required or
permitted to be given to the parties hereto shall be delivered personally or be
sent by United States registered or certified mail, postage prepaid and return
receipt requested, and addressed or delivered to the last known address of
Budget or Executive, as appropriate, or to such other address as either party
may direct by notice to the other pursuant to this section.

               17.       Captions.  The captions of this Agreement are inserted
for convenience and do not constitute a part hereof.

               18.       Severability.

               (a)       The parties agree that Section 3(b) of this Agreement
         and Sections 2 through 6 of the Release Agreement are a material part
         of this Agreement. The parties believe that all provisions of this
         Agreement (including Section 3(b)) and the Release Agreement (if
         executed and not revoked within 7 days after execution) are legal,
         binding and fully enforceable.

               (b)       If Section 3(b) of this Agreement or Section 2, 3, 4,
         5 or 6 of the Release Agreement (or any material part thereof) is
         invalid, then this Agreement and the Release Agreement shall be null
         and void.



                                       11
<PAGE>   12

               (c)       Subject to subsection (b) above, in case any one or
         more of the provisions contained in this Agreement shall for any reason
         be held to be invalid, illegal or unenforceable in any respect, such
         invalidity, illegality or unenforceability shall not affect any other
         provision of this Agreement, but this Agreement shall be construed as
         if such invalid, illegal or unenforceable provision had never been
         contained herein and there shall be deemed substituted such other
         provision as will most nearly accomplish the intent of the parties to
         the extent permitted by the applicable law.

               19.       Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Agreement.

               IN WITNESS HEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first written above.



                                            BUDGET GROUP, INC.


                                            By
                                              --------------------------------



                                            EXECUTIVE


                                            ---------------------------------



                                       12
<PAGE>   13

                                                                     EXHIBIT I

                                RELEASE AGREEMENT


THIS RELEASE AGREEMENT (hereinafter "Agreement") is made and entered into by and
between Budget Group, Inc. and its parent and subsidiaries (hereinafter
"Budget") and the undersigned (hereinafter "Executive"), and shall be effective
as of the date of its execution.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


          1.      That Budget shall, in full discharge of any and all of its
                  obligations to Executive, pay to Executive the benefits set
                  forth in the executive agreement between Budget and Executive
                  ("Executive Agreement").

          2.      That in consideration for entering into this Agreement, and
                  for the monies and benefits described in Section 1 above,
                  Executive:

                  (a)      Except as specifically provided in Sections 7(b) and
                           7(d) of the Executive Agreement, waives any right to
                           vacation and/or holiday pay and, in addition, waives
                           any right to incentive compensation, including
                           without limitation incentive compensation under the
                           Annual and the Long Term Incentive Plans.

                  (b)      Agrees to cooperate fully with Budget to assure a
                           smooth transition of responsibilities and projects
                           and to otherwise provide Budget with his full and
                           complete cooperation and assistance for one year
                           after the Termination Date. Such cooperation and
                           assistance shall be provided by Executive at his
                           reasonable convenience and shall not require more
                           than three (3) consecutive days, or more than ten
                           (10) cumulative days, without payment by Budget of
                           some form of reasonable compensation to Executive
                           and/or Executive's future employer for such excess
                           time; provided, however, that such cooperation and
                           assistance may be obtained by subpoena served upon
                           Executive if such a subpoena is required or deemed
                           necessary by Budget as a result of the actions of any
                           future employer of Executive. Executive shall
                           cooperate and assist Budget by providing and
                           communicating to, or for the benefit of, the



                                      I-1
<PAGE>   14

                           senior management of Budget or their designated
                           representatives, any and all knowledge or information
                           acquired by Executive during, or as a result of, his
                           employment with Budget. Such cooperation and
                           assistance shall include, without limitation, the
                           provision of any such information or knowledge to
                           Budget's accountants or attorneys in preparation of
                           or during the course of any audit process or legal
                           procedure in which Budget may be, or may become,
                           involved. Any travel, lodging and out-of-pocket
                           expenses incurred by Executive in fulfilling this
                           obligation shall be reimbursed to Executive by Budget
                           upon Executive's submission to Budget of an expense
                           report and receipts, as appropriate.

                  (c)      Agrees that, during the period from the date of this
                           Agreement through the Completion Date, he will not,
                           without the prior written consent of Budget, make or
                           cause to be made any oral or written statements to
                           any person, firm, corporation, or governmental or
                           other entity which reflect negatively on Budget or on
                           its directors, officers, employees, affiliates and
                           related companies, or which could reasonably be
                           understood to be detrimental to the business
                           interests of Budget or to its directors, officers,
                           employees, affiliates and related companies.

                  (d)      Agrees to make the Vehicles available for periodic
                           inspection and/or replacement as Budget may request
                           from time to time and to return such Vehicles or any
                           replacement Vehicles to Budget on or before the
                           Completion Date; provided, however, that if Executive
                           relocates to another city, Budget will reasonably
                           cooperate with Executive in allowing the inspection,
                           replacement, and/or return of the Vehicles to take
                           place at the nearest Budget owned and operated rental
                           location.

                  (e)      Agrees that all other perquisites that had been
                           available to him as a member of Budget senior
                           management, including but not limited to social and
                           professional memberships and gasoline and parking
                           reimbursement, shall terminate as of the Termination
                           Date. Notwithstanding the foregoing, Executive may
                           continue to use, at his sole cost



                                      I-2
<PAGE>   15

                           and expense, the mobile phones currently in the
                           Vehicles.

                  (f)      Agrees to refrain, at any time and in any manner,
                           from disclosing any trade secret of Budget or other
                           confidential and proprietary business information and
                           material respecting Budget's business of which
                           Executive has knowledge, where such trade secret or
                           other confidential and proprietary business
                           information and material was gained from the files or
                           business operations of Budget or from Executive
                           otherwise giving assistance to another, where such
                           disclosure or assistance could be prejudicial to
                           Budget or its business, or is in any way related to
                           any controversy and/or litigation in which Budget is
                           or may become involved. Notwithstanding the
                           foregoing, Executive may comply with a court order or
                           subpoena compelling such disclosure or assistance.

                  (g)      Agrees to deliver to Budget, at the time of the
                           execution of this Agreement, all non-public documents
                           and materials that relate to Budget, if any, in
                           Executive's possession, custody, or control;
                           provided, however, that Executive may keep all
                           documents concerning Budget's insurance plans, all
                           documents concerning his receipt of wages and
                           benefits while employed at Budget, and any documents
                           Budget agrees at its discretion he may keep.

                  (h)      Agrees that the terms and conditions of this
                           Agreement are, collectively and individually, totally
                           confidential and shall forever be kept totally
                           confidential and shall not in any manner or for any
                           reason be disclosed by Executive without the express
                           prior written consent of Budget, except (x) to
                           members of his family, his attorneys, and his
                           accountants on a "need to know" basis, (y) to the
                           Internal Revenue Service, and (z) to anyone pursuant
                           to a court order or subpoena compelling such
                           disclosure. This Agreement may be introduced in any
                           proceeding to enforce the Agreement. Such
                           introduction shall be pursuant to an appropriate
                           order of confidentiality consistent with the terms of
                           this Section 2(h). If disclosure of this Agreement is
                           compelled pursuant to service of a subpoena on



                                      I-3
<PAGE>   16


                           Executive, then Executive shall immediately provide
                           written notice to Budget and shall not make any such
                           disclosure for ten (10) business days in order to
                           give Budget an opportunity to seek an appropriate
                           protective order, unless disclosure is required
                           sooner than ten (10) business days by court order,
                           rule, or regulation, in which case disclosure will
                           not be made by Executive before the time required by
                           such court order, rule, or regulation.

         3.       In further consideration of the payments and benefits
                  provided in this Agreement, and for other valuable
                  consideration, the receipt and sufficiency of which is hereby
                  acknowledged, Executive hereby knowingly, voluntarily, and
                  willingly releases, discharges, and covenants not to sue
                  Budget and its affiliated and related companies, past and
                  present, as well as each of their directors, officers,
                  employees, shareholders, representatives, attorneys, agents,
                  insurers, assigns, and successors, past and present
                  (collectively hereinafter referred to as the "RELEASEES"),
                  from and with respect to any and all accounts, actions,
                  contracts, agreements, obligations, causes of action and
                  claims whatsoever, whether known or unknown, suspected or
                  unsuspected, in law or in equity, which Executive, and his
                  heirs, executors, administrators, successors, assigns,
                  dependents, descendants, and attorneys ever had, now have, or
                  hereafter can, shall, or may have against the RELEASEES, for,
                  upon, or by reason of any matter, cause, or thing whatsoever
                  from the beginning of the world to the date of this Agreement,
                  including without limitation any and all claims (a) arising
                  out of or in any way related to Executive's employment with
                  Budget or his separation from Budget; (b) arising out of or in
                  any way related to any claims for race, national origin, age,
                  sex, religious, disability, or other form of employment
                  discrimination, including without limitation any claims under
                  Title VII of the Civil Rights Act of 1964, as amended, the Age
                  Discrimination in Employment Act, as amended, the Americans
                  with Disabilities Act of 1990, the Employee Retirement Income
                  Security Act of 1974, as amended, the Family and Medical Leave
                  Act of 1993, the National Labor Relations Act, as amended, and
                  the Illinois Human Rights Act, or any other federal, state or
                  local law, statute, ordinance, or administrative regulation;
                  or (c) for severance pay, bonus, commission, sick leave,
                  holiday pay, vacation



                                      I-4
<PAGE>   17

                  pay, life insurance, disability, health or medical insurance,
                  or any other fringe benefits; provided, however, that nothing
                  in this Section will affect any rights provided for in this
                  Agreement.

         4.       Executive represents and warrants that he has not filed or
                  caused to be filed any complaints, charges or lawsuits with
                  any court or government agency relating to his employment with
                  Budget or his separation from Budget or to any claims being
                  released by him in this Agreement, and that he will not file
                  or authorize or cause to be filed on his behalf any such
                  complaints, charges, or lawsuits at any time hereafter
                  relating to his employment with Budget or his separation from
                  Budget or to any claims being released by him in this
                  Agreement.

         5.       Executive represents and warrants that he has not assigned or
                  transferred to any person not a party to this Agreement any
                  claim being released by this Agreement, or any part or portion
                  of such claim, and that he shall defend, indemnify, and hold
                  harmless Budget from and against any claim (including the
                  payment of attorneys' fees and costs actually incurred whether
                  or not litigation is commenced) based on or in connection with
                  or arising out of any such assignment or transfer.

         6.       Executive represents and warrants that during his employment
                  with Budget, he has at all times and in all respects conformed
                  to and complied with the policies and procedures of Budget and
                  has not engaged in any conduct which may be reasonably
                  construed as materially detrimental or embarrassing to Budget,
                  including without limitation gross neglect or willful
                  misconduct in the performance of his duties, fraud,
                  misappropriation, theft, or dishonesty.

         7.       Notwithstanding anything in this Agreement to the contrary,
                  if Executive fails or refuses to comply with his obligations
                  as provided for in Sections 2 and 3 of this Agreement, or
                  violates any of his representations and warranties as provided
                  for in Sections 4, 5, and 6 of this Agreement, Budget's
                  obligations as provided for in this Agreement and the
                  Executive Agreement shall immediately cease and terminate.

         8.       This Agreement shall be interpreted, construed, and enforced
                  under the laws of the State of Florida.



                                      I-5
<PAGE>   18


         9.       Executive and Budget expressly agree that, except to the
                  extent this Agreement imposes obligations upon the parties,
                  this Agreement shall never, at any time, for any purpose
                  whatsoever, be considered as an admission of liability or
                  responsibility of the parties.

         10.      Any and all controversies, claims or disputes arising out of
                  or in any way relating to this Agreement shall be resolved by
                  final and binding arbitration in Daytona Beach, Florida before
                  a single arbitrator licensed to practice law and in accordance
                  with the Commercial Arbitration Rules of the American
                  Arbitration Association (the "AAA"). The arbitration shall be
                  commenced by filing a demand for arbitration with the AAA
                  within sixty (60) days after the occurrence of the facts
                  giving rise to any such controversy, claim or dispute. The
                  arbitrator shall decide all issues relating to arbitrability.
                  The arbitrator shall award the prevailing party costs and
                  expenses, including attorneys' fees, associated with any such
                  arbitration. If the arbitrator determines that (x) Budget has
                  breached this Agreement and (y) Budget was unjustified in
                  failing to make the payments required under this Agreement to
                  Executive, Budget shall pay to Executive, as liquidated
                  damages and not as a penalty, an additional amount equal to
                  10% of the amount involved in the arbitration with respect to
                  this Agreement (and the Executive Agreement).

         11.      (a)      The parties agree that Section 3(b) of the Executive
                           Agreement and Sections 2 through 6 of the Release
                           Agreement are a material part of this Agreement. The
                           parties believe that all provisions of the Executive
                           Agreement (including Section 3(b)) and the Release
                           Agreement are legal, binding and fully enforceable.

                  (b)      If Section 3(b) of the Executive Agreement or
                           Section 2, 3, 4, 5 or 6 of the Release Agreement (or
                           any material part thereof) is invalid, then this
                           Release Agreement and the Executive Agreement shall
                           be null and void.

                  (c)      Subject to subsection (b) above, in case any one or
                           more of the provisions contained in this Agreement
                           shall for any reason be held to be invalid, illegal
                           or enforceable in other respect, such invalidity,
                           illegality or unenforceability



                                      I-6
<PAGE>   19

                           shall not affect any other provision of this
                           Agreement, but this Agreement shall be construed as
                           if such invalid, illegal or unenforceable provision
                           had never been contained herein and there shall be
                           deemed substituted for such other provision as will
                           most nearly accomplish the intent of the parties to
                           the extent permitted by the applicable law.

         12.      Except as provided in a written benefit plan of Budget, this
                  Agreement (and the Executive Agreement) constitute the entire
                  agreement between the parties respecting the benefits due
                  Executive, and obligations of Executive, in the event of a
                  Qualifying Termination, and there are no representations,
                  warranties or commitments, other than those set forth herein,
                  which relate to such benefits. This is an integrated
                  agreement. No provision of this Agreement may be amended or
                  waived except by written agreement signed by the parties.

         13.      This Agreement may be executed in counterparts, and each
                  counterpart, when executed, shall have the effect of a signed
                  original. Photographic copies of such signed counterparts may
                  be used in lieu of the original for any purpose.

         14.      EXECUTIVE EXPRESSLY AGREES THAT HE HAS CAREFULLY READ THIS
                  AGREEMENT, HAS BEEN PROVIDED WITH THE OPPORTUNITY TO CONSULT
                  WITH AN ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT, AND
                  FULLY UNDERSTANDS THE FINAL AND BINDING EFFECT OF THE TERMS
                  AND PROVISIONS CONTAINED IN THIS AGREEMENT. FURTHER, EXECUTIVE
                  REPRESENTS AND AGREES THAT THE ONLY PROMISES MADE TO HIM ARE
                  THOSE STATED ABOVE AND THAT EXECUTIVE IS SIGNING THIS
                  AGREEMENT VOLUNTARILY AND WITHOUT PRESSURE OR COERCION BY
                  BUDGET OR ITS OFFICERS, AGENTS, EXECUTIVES, DIRECTORS, OR
                  ANYONE ELSE ACTING ON THEIR BEHALF.

         15.      SPECIAL NOTICE TO EXECUTIVE (AS REQUIRED BY LAW FOR
                  EXECUTIVES AGED 40 AND OLDER):

                  (a)      You should consult with an attorney prior to signing
                           this Agreement and regarding your release of claims
                           as provided in this Agreement.

                  (b)      You were given a copy of this Agreement and you
                           represent that you have been given a period of
                           twenty-one (21) days (or forty-five (45) days if



                                      I-7
<PAGE>   20
                           part of a group termination) after receipt of the
                           initial copy of this Agreement to consider the terms
                           of this Agreement before you sign it, and that you
                           elect to execute this Agreement on this date.

                  (c)      You are entitled, within 7 days after you sign this
                           Agreement, to revoke the release and discharge
                           provided for in Section 3 above as it relates to any
                           claim you may have under the Age Discrimination in
                           Employment Act, as amended and the Agreement will not
                           become effective or enforceable until the revocation
                           period has expired; provided, however, that such
                           revocation will cancel this Agreement and the
                           Executive Agreement in their entirety.

         16.      Capitalized terms not defined herein shall be defined in
                  accordance with the Executive Agreement.

                  IN WITNESS WHEREOF, the parties, intending to be legally
bound, have executed this Agreement as of the date set forth herein.


BUDGET GROUP, INC.                           EXECUTIVE



------------------------------------         ---------------------------------



Date:                                       Date:
     -------------------------------             -----------------------------



                                      I-8