OR INDIRECTLY BECOME ASSOCIATED, AS AN OWNER, PARTNER,
SHAREHOLDER (OTHER THAN AS A HOLDER OF NOT IN EXCESS OF 5% OF THE OUTSTANDING
VOTING SHARES OF ANY PUBLICLY TRADED COMPANY), DIRECTOR, OFFICER, MANAGER,
EMPLOYEE, AGENT, CONSULTANT OR OTHERWISE, WITH ANY PARTNERSHIP, CORPORATION OR
OTHER ENTITY THAT COMPETES WITH THE CAR OR EQUIPMENT RENTAL BUSINESS, AND FOR
THE CUSTOMER BASE, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. THIS
SECTION 13(II) SHALL NOT BE DEEMED TO RESTRICT EXECUTIVE'S ASSOCIATION WITH ANY
ENTERPRISE THAT CONDUCTS UNRELATED BUSINESS OR THAT HAS MATERIAL OPERATIONS
OUTSIDE OF THE GEOGRAPHIC AREA THAT ENCOMPASSES THE COMPANY'S CUSTOMER BASE (OR
WHERE THE COMPANY HAD PLANS AT THE DATE OF TERMINATION TO ENTER) FOR SO LONG AS
THE EXECUTIVE'S ROLE WHETHER DIRECT OR INDIRECT (E.G., SUPERVISORY), IS SOLELY
WITH RESPECT TO SUCH UNRELATED BUSINESS OR OTHER GEOGRAPHIC AREA (AS THE CASE
MAY BE).
(III)
NON SOLICITATION. DURING THE TERM OF
EXECUTIVE'S EMPLOYMENT AND DURING THE 12 MONTH PERIOD IMMEDIATELY FOLLOWING THE
DATE OF ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE
SHALL NOT DIRECTLY OR INDIRECTLY EMPLOY OR SEEK TO EMPLOY, OR SOLICIT OR CONTACT
OR CAUSE OTHERS TO SOLICIT OR CONTACT WITH A VIEW TO ENGAGE OR EMPLOY, ANY
PERSON WHO IS OR WAS A MANAGERIAL LEVEL EMPLOYEE OF THE COMPANY AT THE TIME OF
THE EXECUTIVE'S DATE OF TERMINATION OR AT ANY TIME DURING THE TWELVE-MONTH
PERIOD PRECEDING SUCH DATE. THIS SECTION 13(III) SHALL NOT BE DEEMED TO BE
VIOLATED SOLELY BY (A) PLACING AN ADVERTISEMENT OR OTHER GENERAL SOLICITATION OR
(B) SERVING AS A REFERENCE.
(IV)
REASONABLENESS. IF ANY PROVISION OF THIS
SECTION 13 SHALL EVER BE DEEMED TO EXCEED THE TIME, SCOPE OR GEOGRAPHIC
LIMITATIONS PERMITTED BY APPLICABLE LAWS, THEN SUCH PROVISIONS SHALL BE REFORMED
TO THE MAXIMUM TIME, SCOPE OR GEOGRAPHIC LIMITATIONS, AS THE CASE MAY BE,
PERMITTED BY APPLICABLE LAWS. BECAUSE EXECUTIVE'S SERVICES ARE UNIQUE AND
BECAUSE EXECUTIVE HAS HAD ACCESS TO CONFIDENTIAL INFORMATION, THE PARTIES HERETO
AGREE THAT MONEY DAMAGES WILL BE AN INADEQUATE REMEDY FOR ANY BREACH OF THIS
AGREEMENT. IN THE EVENT OF A BREACH OR THREATENED BREACH OF THIS AGREEMENT, THE
COMPANY OR ITS SUCCESSORS OR ASSIGNS MAY, IN ADDITION TO OTHER RIGHTS AND
REMEDIES EXISTING IN THEIR FAVOR, STOP MAKING ANY ADDITIONAL PAYMENTS HEREUNDER
TO EXECUTIVE AND APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY
VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT THE POSTING OF A BOND OR OTHER
SECURITY).
14.
AMENDMENT AND WAIVER. THE COMPANY MAY AMEND
THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME; PROVIDED THAT ANY AMENDMENT
THAT IS ADVERSE TO THE EXECUTIVE SHALL BE EFFECTIVE ONLY WITH RESPECT TO A
CHANGE IN CONTROL THAT OCCURS ONE YEAR OR MORE FOLLOWING THE DATE OF SUCH
AMENDMENT. THE PROVISIONS OF THIS AGREEMENT MAY BE WAIVED ONLY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND THE EXECUTIVE, AND NO COURSE OF CONDUCT OR
FAILURE OR DELAY IN ENFORCING THE PROVISIONS OF THIS